IEX 10-K & 10-Q changes, risk factors and insider trading

For an enterprise as diverse and complex as the Company, a wide range of factors present risks to the Company and could materially and adversely affect future developments and performance. In addition to the factors affecting specific business operations identified in connection with the description of the Company’s operations and the financial results of its operations elsewhere in this report, the most material of these factors are included below. Current global economic events and conditions may amplify many of these risks. These risks are not the only risks that may affect the Company. Additional risks that the Company is not aware of or does not believe are material at the time of this filing may also become important factors that adversely affect the Company’s business.

Most of the Company’s products are sold in competitive markets. Maintaining and improving a competitive position will require continued investment in manufacturing, engineering, quality standards, marketing, technology, customer service and support and distribution networks. The Company may not be successful in maintaining its competitive position. The Company’s competitors may develop products that are superior, may develop methods of more efficiently and effectively providing products and services or may adapt quicker to new technologies or evolving customer requirements. Additionally, the Company’s competitors may adopt new technologies and technological advancements, such as using artificial intelligence (“AI”) and machine learning to pursue new products and approaches more quickly, successfully and effectively than the Company. The Company may not be able to compete successfully with existing competitors or with new competitors. Pricing pressures may require the Company to adjust the prices of products to stay competitive. Failure to continue competing successfully could reduce sales, profit margins and overall financial performance.

While the Company manufactures certain parts and components used in its products, the Company also requires substantial amounts of raw materials and purchases certain parts and components from suppliers. The availability of and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers’ allocations to other purchasers, interruptions in production by suppliers, including due to geopolitical or civil unrest, unfavorable economic or industry conditions, increased or new tariffs and other trade barriers, labor disruptions, supply chain disruptions, catastrophic weather events,events and natural disasters, including any that may be caused or exacerbated by global climate change, public health concerns, changes in exchange rates and prevailing price levels. Any change in the supply of, or price for, raw materials or parts and components could materially affect the Company and its financial condition, results of operations and cash flow.

The Company depends on various internal and third partythird-party information technologies to administer, store, process and transmit electronic information (including sensitive or controlled data such as confidential business information and personal data relating to employees, customers and other business partners) and to support a variety of critical business activities. Our business has an increasing reliance on IT systems and a growing digital footprint as a result of changing technologies, increasing connected devices and digital offerings, and an increase in remote and hybrid workforce populations. Additionally, some of our products contain computer hardware and software and offer the ability to connect to computer networks. Our customers, including government customers, are also requiring cybersecurity protections and mandating cybersecurity standards for our businesses with more frequency. If the Company’s systems, technologies, products or services (including those we acquire through business acquisitions), or the systems, technologies, products or services of the Company’s customers or third-party hosting services (including third-party data centers and cloud platforms upon which we rely), are damaged or cease to function properly, or if the Company or third-party hosting service systems are subject to deliberate cyber-securitycybersecurity attacks, such as those involving unauthorized access or malicious software, or unintentional cybersecurity incidents, such as those involving systems misconfigurations, misuse or human error and/or other intrusions, the Company, its operating results and financial condition could be materially adversely impacted. These impacts could include production downtimes, operational delays or other detrimental impacts on operations or the ability to provide products and services to customers; the compromise, destruction, corruption or theft of confidential or otherwise protected information, data or intellectual property; security breaches; other manipulation or improper use of the Company’s systems or networks; financial losses from fraudulent transactions; financial losses from remedial actions; loss of business or potential liability; adverse media coverage; legal claims or legal proceedings including regulatory investigations, actions, penalties or fines, including those arising from the violation of any applicable data privacy laws; and/or damage to the Company’s reputation. While we have experienced, and expect to continue to experience, these types of threats and incidents, based on our analysis at this time, we have not experienced a cybersecurity threat or incident that we believe has or is reasonably likely to materially affect the Company.

There has been a rise in the number of cyberattacks targeting confidential business information generally and in the manufacturing industry specifically by both state-sponsored and criminal organizations. These may include such things as denial of service attacks, introduction of ransomware or other malicious software programs, and other disruptive problems. In addition, there has been a rise in the number of cyberattacks that depend on human error or manipulation, including phishing attacks or schemes that use social engineering to gain access to systems or perpetuate wire transfer or other frauds. Moreover, the rapid evolution and increased adoption of artificial intelligenceAI technologies may intensify our cybersecurity risks.

We are in the initial stages of our phased approach in reviewing AI solutions and capabilities and incorporating artificial intelligence (“AI”) into our business activities and our product and service offerings. As with many innovations, AI presents risks and challenges that could adversely impact our business. The development, adoption, and use of AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices could result in unintended consequences. For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient. In addition, any disruption or failure in the AI functionality we have incorporated or may in the future incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings. The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant costs and may limit our ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

Increased public awareness and concern regarding environmental risks, including global climate change and the potential global transition to a lower-carbon economy, may result in more international, regional, federal and/or state requirements or industry standards to reduce or mitigate global warming and other environmental risks. New climate change laws and regulations could require the Company or its suppliers to change itstheir respective manufacturing processes or obtain substitute materials that may cost more or be less available for its manufacturing operations. Various jurisdictions in which the Company does business have implemented, or in the future could implement or amend, restrictions on emissions of carbon dioxide or other greenhouse gases, taxation of or caps on the use of carbon-based energy, limitations or restrictions on water use, limitations or restrictions on the production of single-use plastics, regulations on energy management and waste management and other rules and regulations to address climate change and other environmental risks, which may increase the Company’s expenses and adversely affect its operating results. Similarly, to the extent any of the foregoing adversely affects the Company’s customers and suppliers, it may also adversely affect the Company’s financial results.

We also are or may become subject to increasing sustainability-related reporting requirements. InFor March 2024, the SEC adopted new rules regarding climate-related disclosures. Though these rules are currently being challenged in legal proceedings and their effectiveness has been stayed by the SEC, these rules, if they become effective, would require public companies to make a wide range of climate-related disclosures. Similarly,example, the State of California has recently enacted its own legislation requiring extensive climate-related disclosures for companies deemed to be doing business in California, and other states are considering similar laws. We are also subject to the European Union’s Corporate Sustainability Reporting Directive. Complying with such laws and regulations, which may continue to evolve, may impose substantial additional costs and require additional resources, including for third-party attestation to enable the capture, analysis and audit of appropriate data. Any actual or alleged failure to comply with laws and regulations around disclosures could result in fines, penalties and civil liabilities and damages to our reputation.

The physical risks of climate change are highly uncertain and differ in the geographic regions in which the Company operates.and, in particular, its suppliers and customers operate. These physical risks, including wildfires, rising sea levels, floods and other extreme weather events,events or natural disasters, may impact the availability and cost of materials, sources and supply of energy, product demand and manufacturing and could increase insurance and other operating costs. Any future increased worldwide regulatory activity relating to climate change could expand the nature, scope and complexity of matters that the Company is required to control, assess and report. If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements upon the Company, its suppliers, its customers or its products, or the Company’s operations are disrupted due to physical impacts of climate change on the Company, its customers or its suppliers, the Company’s business, results of operations and financial condition could be adversely impacted.

The Company faces various risks related to the occurrence of catastrophic weather events or significant natural disasters, including earthquakes, wildfires, droughts, fires, power-outages or other catastrophic events, in areas in which we have manufacturing facilities orfacilities, from which we obtain products.products or in which our customers operate and conduct business. Severe weather conditions,conditions or natural disasters, including any that may be caused or exacerbated by global climate change, may cause physical damage to our properties, closure of one or more of our manufacturing or distribution facilities, lack of an adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities andutilities, delays in the delivery of products to our customers.customers or decreased demand for our products from customers who may be affected by such weather conditions or natural disasters.

In 2024,2025, 50%51% of the Company’s sales were derived from domesticcustomers operationswithin the U.S. and 50%49% were derived from internationalcustomers operations.outside of the U.S. The Company’s largest end markets include industrial, life sciences, energy, water, fire suppression, water,semiconductor, semiconductor,automotive and aviation, chemical, paint dispensing and food and pharmaceutical, life sciences, automotive, analytical instruments, paint dispensing, chemical, agriculture and rescue tools.beverage. A slowdown in the U.S. or global economy and, in particular, any of these specific end markets could materially reduce the Company’s sales and profitability.

•the imposition of and changes in the United States’ and other governments’ trade regulations, trade wars, increased or new tariffs and other trade barriers, and variability and unpredictability in trade relations, including as a result of geopolitical developments (such as escalating tensions in the Middle East) and relations between the United States and China and the United States and Russia and any changes arising as a result of global leadership changes, including the recent United States’ presidential electionchanges; and

•geopolitical events, including natural disasters, catastrophic weather events, climate change, public health conditions, including epidemics, pandemics and other outbreaks (such as the global outbreak of the COVID-19 pandemic), political instability or other geopolitical events, including civil or political unrest, terrorism, insurrectioninsurrection, global conflicts or war (including the ongoing war in Russia and Ukraine and the Israel-Hamas war).war.

The Company is exposed to fluctuations in foreign currency exchange rates,rates particularlyarising from its global business operations. Approximately 34% of net sales in 2025 were recorded by subsidiaries with respectfunctional currencies other than the U.S. Dollar. Results of these subsidiaries are translated into U.S. Dollars for reporting purposes and the strengthening of the U.S. Dollar could result in unfavorable translation effects. In addition, certain of the Company’s businesses transact in a currency other than the business’s functional currency, and movements in the transaction currency as related to the Euro,functional Swisscurrency Franc,could Canadianalso Dollar,result Britishin Pound,unfavorable Indiantransactional Rupee,exchange Chineserate Renminbi, Swedish Krona, Japanese Yen and Brazilian Real.effects. Any significant change in the value of the currencies of the countries in which the Company does business against the U.S. Dollar could affect the Company’s ability to sell products competitively and control its cost structure, which could have a material adverse effect on results of operations. For additional detail related to this risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”

The Company and its subsidiaries are currently involved in pending and threatened legal, regulatory and other proceedings incidental to the operationoperations of their businesses. These proceedings may pertain to matters such as product liability or contract disputes, and may also involve governmental inquiries, inspections, audits or investigations relating to issues such as tax matters, intellectual property, environmental, health and safety issues, governmental regulations, employment and other matters. Where it is reasonably possible to do so, the Company accrues estimates of the probable costs for the resolution of these matters. These estimates are developed in consultation with outside counsel and are based upon an analysis of potential results and the availability of insurance coverage, assuming a combination of litigation and settlement strategies. It is possible, however, that future operating results for any particular quarter or annual period could be materially affected by changes in assumptions, the continued availability of insurance coverage or the effectiveness of the Company’s strategies related to these proceedings. For additional detail related to this risk, see Item 3, “Legal Proceedings” and Note 10, “Commitments and Contingencies” in Part II, Item 8, “Financial Statements and Supplementary Data.”

The following discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and related notes in this annual report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Item 1A, “Risk Factors” and under the heading “Cautionary Statement Under the Private Securities Litigation Reform Act” discussed elsewhere in this annual report.

This discussion includes certain non-GAAP financial measures that have been defined and reconciled to theirthe most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the headings “Non-GAAP Disclosures” and “Free Cash Flow.” This discussion also includes Operating working capital which has been defined under the heading “Liquidity and Capital Resources.” The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.

IDEX is an applied solutions provider specializing in the manufacturing of health and science technologies, fluid and metering technologies, health and science technologies and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets across a wide range of industries throughout the world. Accordingly, IDEX’s businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where it does business, as well as by the relationship of the U.S. dollarDollar to other currencies. Levels of capacity utilization and capital spending in certain markets and overall industrial activity are important factors that influence the demand for IDEX’s products.

•Record reported Net sales of $3,268.8$3,457.5 million,million flatincreased 6% overall and downincreased 2%1% organically*

•DilutedReported diluted earnings per common share (“EPS”) attributable to IDEX of $6.64,$6.41 downdecreased 15%3%

•Adjusted diluted EPS attributable to IDEX* of $7.89,$7.95 downincreased 4%1%

•Operating cash flow of $668.1$680.4 million,million downincreased 7%,2% and was 132%141% of net income, up from 120%132%

•Free cash flow* of $603.0$616.8 million,million downincreased 4%,2% and was 101%103% of adjusted net income*, flatup withfrom prior year101%

Selling, general and administrative expenses increased primarily due to the $31.1$51.0 million impact from acquisitions, including amortization, net of divestitures, asincluding well as higher employee-related costs and increased discretionary spending and transaction expenses.amortization.

In 2024, the Company completed the sale of Alfa Valvole, Srl (“Alfa Valvole”) for proceeds of $45.1 million, net of cash remitted, resulting in a gain on the sale of $4.0 million, net of a release of cumulative foreign currency translation losses of $5.5 million. In 2023, the Company completed the sale of Micropump, Inc. (“Micropump”) for proceeds of $110.3 million, net of cash remitted, which resulted in a pre-tax gain of $93.8 million, and the sale of Novotema, SpA (“Novotema”) for proceeds of $8.3 million, net of cash remitted, which resulted in a loss of $9.1 million. For additional information, refer to Note 2, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements.

Other Expense (Income) Expense – netNet

The 2025 effective tax rate was 23.7% as compared to the 2024 effective tax rate wasof 21.1%21.1%. asThe comparedincrease within the 2023rate effectivewas primarily due to legislation enacted in 2025, which lowered tax benefits from certain foreign sourced income and increased state income taxes. Additionally, the mix of earnings in higher tax rate ofjurisdictions 21.7%.increased One-timetaxes and discrete tax benefitsitems loweredwere less favorable than in the effectiveprior taxyear rate in 2024 and 2023.period. For additional information, refer to Note 12, “Income Taxes,” in the Notes to Consolidated Financial Statements.

In October 2021, members of the Organization for Economic Co-operation and Development (“OECD”) and G20 Inclusive Framework on Base Erosion and Profit Shifting agreed to a two-pillar solution to address the tax challenges associated with the digitalization of the economy. In December 2021, the OECD released the Pillar Two Model Rules (“Pillar Two”), which define the global minimum tax and call for the taxation of large corporations at a minimum rate of 15%. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have enacted legislation, and other countries are in the process of introducing draft legislation to implement the minimum tax directive. Many aspects of Pillar Two became effective January 1, 2025; however, nearly all of the jurisdictions in which IDEX operates have an effective tax rate above the 15% threshold. TheTherefore, the Company does not expect a material impact from the Pillar Two income tax rules. We are continuing to monitor legislative developments and evaluate financial results for changes in the expected impact.

The Company has three reportable segments: FMT,HST, HSTFMT and FSDP. For a detailed description of the operations within each segment, please refer to Part I, Item 1, “Business” of this Annual Report on Form 10-K.

•The decrease in Adjusted EBITDA margin wasdecreased primarily due to highervolume employee-related costsdeleverage and unfavorable mix, partiallymostly offset by price/cost.cost and net productivity improvements, including platform optimization savings and cost containment.

Based on management’s current expectations and currently available information, the Company believes current cash, cash from operations and cash available under the Revolving Facility will be sufficient to meet its operating cash requirements, including funding of working capital, planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements, share repurchases and quarterly dividend payments to holders of the Company’s common stock for the foreseeable future. Additionally, in the event that suitable businesses are available for acquisition upon acceptable terms, the Company may obtain all or a portion of the financing for these acquisitions through the incurrence of additional borrowings. The Company believes that additional borrowings through various financing alternatives remain available, if required.

The Company believes free cash flow, a non-GAAP measure, is an important measure of performance because it provides a measurement of cash generated from operations that is available for payment obligations such as operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements and quarterly dividend payments to holders of the Company’s common stock as well as for funding acquisitions and share repurchases. Free cash flow is calculated as cash flows provided by operating activities less capital expenditures. Free cash flow conversionconversion, also a non-GAAP measure, is calculated as free cash flow divided by adjusted net income attributable to IDEX.

During the firstsecond quarter of 2026, the Company delivered strong resultsresults. driven by higherHigher than anticipated volumes continued in targeted advantaged markets, including data centers, semiconductor and space and defense, primarily within the Health & Science Technologies (“HST”) segment along with positive price across the Company’s segments.segment. The quarter’s results also reflect net operationalimpact productivityof gainsIEEPA tariff refunds (defined and favorabledescribed translation,below) partlymore than offset bya unfavorablechallenging mix.prior year price/cost comparison and contributed an $0.08 benefit to EPS.

On February 20, 2026, the U. S. Supreme Court issued a decision invalidating the broad-based tariffs imposed under the International Emergency Economic Powers Act. In response to the U.S. Supreme Court ruling, the administration implemented new tariffs under alternative statutory authority.authority and may continue implementing other additional tariffs. The tariffs enacted in 2025 and in the first quarter of 2026 did not have a material impact on the Company’s business or financial statements in the periods presented. The Company will continue to monitor the situation, including the timing and amount of any refunds of such tariffs, and expects it will be able to continue to mitigate the potential unfavorable impact of tariffs.

The following is a discussion and analysis of the Company’s results of operations for the three and six months ended MarchJune 31,30, 2026 compared with the three and six months ended MarchJune 31,30, 2025.

Net sales for the three and six months ended MarchJune 31,30, 2026 increased as compared to the same prior year periodperiods primarily as a result of increased organic sales, as well as favorable impacts from foreign currency and contributions from acquisitions. Organic sales for the same periodperiods both increased 5%5%, primarily driven by higher volumes in the HST segment, which were slightlypartially offset by lower volumes in the Company’s Fire & Safety/Diversified Products (“FSDP”) andsegment, while volumes in the Company’s Fluid & Metering Technologies (“FMT”) segments.segment were reasonably flat in both periods. The increase in both periods also reflects positive priceprice. acrossNet allsales segments.for the three and six months ended June 30, 2026 included a $14.7 million reduction resulting from expected customer rebates associated with IEEPA tariff refunds.

Gross profit and Gross margin for the three and six months ended MarchJune 31,30, 2026 were positively impacted by volume leverage andleverage, net operational productivity improvements,improvements and while gross profit further benefited from positive price/cost,cost. grossPositive price/cost was driven by the net benefit of IEEPA tariff refunds of $7.3 million, which benefited Gross margin wasfor pressuredthe three and six months ended June 30, 2026 by 150 basis points and 70 basis points, respectively, and more than offset a challenging prior year price/cost.cost Bothcomparison. These improvements were negativelypartially impactedoffset by unfavorable mix. Gross profit for the three and six months ended June 30, 2026 also reflected favorable impacts from foreign currency.

Selling, general and administrative expenses increased for the three and six months ended MarchJune 31,30, 2026, reflecting a $2.7$2.8 million and $5.5 million increase from acquisitions, including amortization, respectively, as well as higher employee-related costscosts, including variable compensation, and increased professional services spending, partially offset by proceeds received related to a legal settlement,settlements, as compared to the same prior year period.periods.

Restructuring expenses and asset impairments for the three months ended MarchJune 31,30, 2026 primarily relate to severance costs that were incurred as a result of employee reductions. The six months ended June 30, 2026 also include asset impairments of $4.8 million related to intangible assets and property, plant and equipment within the Company’s FMT segment. The three months ended March 31, 2026 also includes severance costs that were incurred as a result of employee reductions. Restructuring expenses and asset impairments for the three and six months ended MarchJune 31,30, 2025 primarily relate to severance costs that were incurred in conjunction with organizational changes.

Other (income) expense – net during the three and six months ended MarchJune 31,30, 2026 reflects the impact of foreign currency transaction gains, while the three and six months ended MarchJune 31,30, 2025 reflects the impact of foreign currency transaction losses.

Interest expense – net for the three and six months ended MarchJune 31,30, 2026 wasdecreased consistentdue to interest income of $0.6 million associated with theIEEPA priortariff yearrefunds period.received.

The effective tax rate was 23.6%23.0% and 23.3% for the three and six months ended MarchJune 31,30, 2026, respectively, reasonably consistent with 23.4%22.9% and 23.1% during the respective same periodperiods in 2025. For additional information, refer to Note 15, “Income Taxes”, in the Notes to Condensed Consolidated Financial Statements.

The Company has three reportable segments: Health & Science Technologies (“HST”), Fluid & Metering Technologies (“FMT”) and Fire & Safety/Diversified Products (“FSDP”). For a detailed description of the operations within each segment, refer to Note 13, “Business Segments and Geographic Information,” in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Management’s measurements of segment performance are Net sales, adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin. See the section below titled “Non-GAAP Disclosures” for definitions of Adjusted EBITDA and Adjusted EBITDA margin.

The table below illustrates the share of Net sales and Adjusted EBITDA contributed by each segment on the basis of total segments (not total Company) for the three and six months ended MarchJune 31,30, 2026.

(1) Segment Adjusted EBITDA excludes the impact of unallocated corporate costs of $30.1$26.2 million and $56.3 million for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

•Organic sales for the three and six months ended MarchJune 31,30, 2026 reflect higher volumes primarily due to AI-driven demand for data center power and semiconductor markets, as well as strength in space and defense,defense partiallyand offsetpositive by lower volumes in the Company’s life sciences businesses.price. Net sales alsofor reflect positive price acrossboth the segment.three and six months ended June 30, 2026 included a $9.3 million reduction resulting from expected customer rebates associated with IEEPA tariff refunds, which unfavorably impacted organic sales growth by 2% for both periods.

Select key liquidity metrics at MarchJune 31,30, 2026 are as follows:

Operating working capital, calculated as Receivables – net plus Inventories – net minus Trade accounts payable, is used by management as a measurement of operational results as well as the short-term liquidity of the Company. The following table details Operating working capital as of MarchJune 31,30, 2026 and December 31, 2025:

ForeignAcquisitions and foreign currency translation decreased Operating working capital by $6.2$7.5 million during the threesix months ended MarchJune 31,30, 2026. Apart from thethese translation impact,items, the primary drivers of the change in Operating working capital were higher receivables, which increased due to higher sales volumes and positive price,price leading to higher receivables and higher inventories, which increased to support planned production. The increase in Operating working capital was partly offset by expected customer rebates associated with IEEPA tariff refunds.

Cash provided by operating activities decreasedincreased $2.0$36.3 million in the threesix months ended MarchJune 31,30, 2026 as compared to the prior year period. Improved operational results wereand cash received for IEEPA tariff refunds of $21.1 million was partially offset by increasedhigher receivableoperating balances,working drivencapital bydiscussed timing of customer payments.above.

Cash used in investing activities increased $10.4$18.2 million in the threesix months ended MarchJune 31,30, 2026 as compared to the prior year period reflecting a $11.6 million increase in capital expenditures and the absence of $4.2 million of funds received in connection with the finalization of the Mott purchase price in the prior year period and a $3.4 million increase in capital expenditures.period.

Cash used in financing activities decreased $64.5$141.1 million in the threesix months ended MarchJune 31,30, 2026 as compared to the prior year period. The threesix months ended MarchJune 31,30, 2026 included $84.9$84.4 million of higher net draws under the Revolving Facility and $6.3$10.8 million of higher proceeds from stock option exercises, net of shares withheld for taxes, partially offset by $26.3$53.4 million of higher share repurchases. The six months ended June 30, 2025 also included a $100.0 million payment on long-term borrowings that did not reoccur in the current year period.

Subsequent to MarchJune 31,30, 2026, the Company repurchased 0.1 million shares at a cost of $21.8$21.7 million.

Capital expenditures generally include machinery and equipment that support growth and improved productivity, tooling, business system technology, replacement of equipment and investments in new facilities. The Company believes it has sufficient operating cash flows to continue to meet current obligations and invest in planned capital expenditures. Cash flows from operations were more than adequate to fund capital expenditures of $17.7$40.7 million and $14.3$29.1 million in the first threesix months of 2026 and 2025, respectively.

During the threesix months ended MarchJune 31,30, 2026, the Company repurchasedpaid a$153.4 totalmillion for share repurchases, comprised of 0.4$148.9 million for shares atrepurchased aand costsettled ofduring $75.6the period, $2.2 million (includingfor estimatedshares repurchased in December 2025 that settled in January 2026 and $2.3 million of excise taxes offor $0.6shares million, which will be paidrepurchased in 2027), of which $0.9 million was settled in April 2026.2025. During the threesix months ended MarchJune 31,30, 2025, the Company repurchasedpaid a total of 0.3$100.0 million for shares atrepurchased aand costsettled ofduring $50.4the million (including estimated excise taxes of $0.4 million).period. As of MarchJune 31,30, 2026, the amount of share repurchase authorization remaining was $849.7$774.7 million, excluding fees, commissions, excise taxes and other expenses related to such common stock repurchases. For additional information regarding the Company’s share repurchase program, refer to Note 11, “Share Repurchases,” in the Notes to Condensed Consolidated Financial Statements.

Total dividend payments to common shareholders were $52.8$106.7 million during the threesix months ended MarchJune 31,30, 2026 compared with $52.4$105.9 million during the threesix months ended MarchJune 31,30, 2025.

At MarchJune 31,30, 2026, the Company was in compliance with the covenants contained in the credit agreement associated with the Revolving Facility as well as other long-term debt agreements. The key financial covenants that the Company is required to maintain in connection with the Revolving Facility and the 5.13% Senior Notes, are a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.50 to 1. At MarchJune 31,30, 2026, the Company’s interest coverage ratio was 13.8514.17 to 1 for covenant calculation purposes and the leverage ratio was 1.931.87 to 1. There are no financial covenants relating to the 2.625% Senior Notes, the 3.00% Senior Notes or the 4.950% Senior Notes; however, all are subject to cross-acceleration provisions.

The Company had $19.3$27.9 million of letters of credit as of MarchJune 31,30, 2026, primarily issued as security for insurance and other performance obligations. Of the $19.3$27.9 million of letters of credit, only $2.7$4.1 million reduced the Company’s borrowing capacity under the Revolving Facility as of MarchJune 31,30, 2026.

Management uses Adjusted EBITDA as its measure of segment performance,performance. andManagement believes it is a useful indicator of the strength and performance of the Company and its segments’ ongoing business operations,operations as well as a way for investors to evaluate and compare operating performance and value companies within the Company’s industry. Management believes that Adjusted EBITDA margin is useful for the same reason as Adjusted EBITDA. The definition of Adjusted EBITDA used here may differ from that used by other companies.

This report also references free•Free cash flow.flow is calculated as cash flows from operating activities less capital expenditures. This non-GAAP measure is discussed and reconciled to its most directly comparable U.S. GAAP measure in the section above titled “Free Cash Flow.”

The non-GAAP financial measures disclosed by the Company should not be considered in addition to, and not as a substitute for,for or superior to, financial measures prepared in accordance with U.S. GAAP.GAAP and the reconciliations from those results should be carefully evaluated. Due to rounding, numbers presented throughout this and other documents may not add up or recalculate precisely. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.

(12) GainLegal onsettlements legaland settlementcontingencies representsrepresent settlement funds received in excess of legal costs incurred related to a patent infringement lawsuit within the FMT segment and a class action lawsuit at Corporate, net of estimated settlement costs related to certain legal matters within the HST segment.

(12) GainLegal onsettlements legaland settlementcontingencies representsrepresent settlement funds received in excess of legal costs incurred related to a patent infringement lawsuit within the FMT segment and a class action lawsuit at Corporate, net of estimated settlement costs related to certain legal matters within the HST segment.