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

The markets in which the Company operates are highly competitive. The level of intensity of competition may increase in the foreseeable future due to anticipated growth in the telecommunication and data communication industries and potential new entrants into the market. The Company’s current competitors in the telecommunication and data communication markets are larger companies with significant influence over the distribution network. The Company may not be able to compete successfully against its competitors, many of which may have access to greater financial resources than the Company. In addition, the pace of technological development in the telecommunication market is rapid and these advances (i.e., wireless,wireless or fiber optic network infrastructure, etc.infrastructure) and the ability of the Company’s larger competitors or new providers to adapt more efficiently may adversely affect the Company’s ability to compete in the telecommunications market. If the Company is unable to continue to compete effectively, its sales and margins could decline and its business, financial condition and results of operations would be adversely affected.

The energy and communication industries are characterized by rapid change in technology and customer requirements. Low Earth Orbit (LEO) Satellite communication, 5G, wireless and other communication technologies currently being deployed may represent a threat to copper, coaxial and fiber optic-based systems by reducing the need and desire for wire-line networks. Future advances or further development of these or other new technologies can render existing products or products under development obsolete or unmarketable, which may have a material adverse effect on the Company’s business, operating results and financial condition as a result of lost sales.

The Company’s cost of sales may be materially adversely affected by increases in the market prices of the raw materials used in the Company’s manufacturing processes. Over the past few years, theThe Company has experiencedexperienced, temporaryand is expected to continue to experience, a high tariff environment and inflationary pressures that have impacted its profit margins, primarily due to tariffs on raw materials increases (specifically, plastic resins, steel, aluminum, petroleumsteel and sandaluminum). While tariffs imposed under the International Emergency Economic Powers Act (gritIEEPA)), coupledin with2025 increasedwere freightruled coststo be illegal in February 2026 by the U.S. Supreme Court, the steel and tariffs.aluminum tariffs remain in place and additional tariffs have been and may continue to be established. The Company has implemented price increases in the U.S. and internationally to mitigate rising material and tariff costs, and additional increases may be needed in the future to maintain profit margins. Price increases may have impacted or could continue to impact the demand for the Company’s products. The Company may not be able to pass on further price increases in raw materials to the Company’s customers through increases in product prices. Further, to the extent amounts are refunded for previously paid tariffs that impacted the Company, it is unknown how such refunds would be processed or the timeline for doing so and whether any such amounts would be recovered by the Company. In addition, any decrease or delay in the availability of these materials or interruptions generally in the global supply chain could slow production and delivery to the Company’s customers. In limited circumstances, the Company relies on sole source suppliers for certain materials and may face challenges or delays in establishing an alternative source. As a result of these factors, the Company’s operating results and financial condition could be adversely affected.

The Company is also subject to foreign currency volatility, which could materially impact the Company’s operating results, including the impact of hyper-inflationary conditions in certain economies, particularly where exchange controls limit or eliminate the Company’s ability to convert from local currency. The Company’s operations are also exposed to general geopolitical risks, such as political and economic instability, social unrest, acts of war, military conflict, international hostilities or the perception that hostilities may be imminent, terrorism and changes in diplomatic and trade relationships, including any retaliatory measures, sanctions or tariffs imposed in response to any acts of war or military conflicts in connection with its operations. Any such disruption could cause delays in the production and distribution of the Company’s products and the loss of sales and customers.customers, particularly in regions where the Company maintains manufacturing operations or relies on cross border sourcing. Moreover, these types of events could negatively impact consumer spending or the economy in the impacted regions or depending upon the severity, globally, or lead to long-term volatility in the currency markets. These risks of conducting business internationally and the instability in global economic conditions may have a material adverse effect on the Company’s business, operating results and financial condition.

Any period of interest rate increases may adversely affect the Company’s profitability. In addition, a higher level of floating rate debt would increase the exposure to changes in interest rates. As of December 31, 2024,2025, the Company’s total debt, including notes payable, was $28.6$39.5 million and the unused availability under its credit facility (the "Facility") was $82.8$52.0 million. The interest rate for the Facility is defined as the Secured Overnight Financing Rate ("“SOFR"”) plus 1.125%1.225% unless the Company’s funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 2.253.00 to 1, at which point the SOFR spread becomes 1.500%.1.600%. The Facility agreement also contains, among other provisions, requirements for maintaining levels of net worth and profitability. These covenants may restrict the Company’s operations and prevent it from pursuing opportunities that would otherwise be in the Company’s best interest for long-term growth. The Facility is currently scheduled to expire on MarchJune 2,30, 2026.2028. Our ability to make scheduled payments on our debt obligations or enter into a new or extended credit facility depends upon our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to financial, business and other factors, many of which are beyond our control. If we are unable to timely make such payments, establish an extended term for our repayment obligations or establish a new credit facility for future borrowing, our financial condition, operations, liquidity and business prospects would be adversely affected.

The Company also is subject to public health concerns, including viral outbreaks such as the COVID-19 pandemic. As with the disruption experienced with the COVID-19 pandemic, any future viral outbreak or health pandemic could disrupt the global supply chain, which could have a material adverse effect on the Company’s ability to secure raw materials and supplies and could result in increased costs and the loss of sales and customers. The impact of COVID-19 or any other viral outbreak or health pandemic could potentially exacerbate all the risks discussed and lead to the creation of new risks, any of which could have a material adverse effect on the Company’s business, operating results and financial condition. The duration and scope of the any future viral outbreak or health pandemic cannot be predicted, and therefore, any anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated.

The Company’s reputation and sales rely on its ability to continue to offer high quality products with timely delivery, accompanied by a high level of customer service, particularly in cases of emergency. If changes in the availability of materials or delays in the supply chain or transportation industry,industry or advances in the products and level of customer service offered by competitors, among other factors, negatively impact the Company’s ability to meet customer expectations, its sales and profits may suffer. Further, theThe Company’s ability to anticipate changes in technology and industry standards and to successfully develop and introduce new products on a timely basis is a significant factor in the Company’s ability to grow and remain competitive. New product development often requires long-term forecasting of market trends, development and implementation of new designs and processes and a substantial capital commitment. The trend toward consolidation of the energy, telecommunications and data communication industries may require the Company to quickly adapt to rapidly changing market conditions and customer requirements. In addition, as the Company expands its offerings in new areas, its success with these products and services will depend on its ability to offer quality, reliability and other competitive advantages. Any failure by the Company to anticipate or respond in a cost-effective and timely manner to technological developments or changes in industry standards or customer requirements, or any significant delays in product development or introduction or any failure of new products to be widely accepted by the Company’s customers, could have a material adverse effect on the Company’s business, operating results and financial condition as a result of reduced net sales.

The demand for the Company’s products is significantly affected by the amount of discretionary business and consumer spending, each of which is impacted by the continued uncertainty of the global economy. The Company’s operations have been affected by and could continue to be adversely affected by global economic conditions such as recession, political or social unrest, economic instability, inflation, rising interest rates, tariffs and other trade restrictions, acts of war, military conflict, international hostilities or the perception that hostilities may be imminent, terrorism and changes in diplomatic and trade relationships, including any retaliatory measures, sanctions or tariffs imposed in response to any acts of war or military conflicts, public health concerns or otherwise. If these conditions adversely impact the liquidity and financial position of the Company’s customers, their demand for the Company’s products could decrease and their ability to pay in full and/or on a timely basis may also be impacted. A decline in demand for the Company’s products and/or lack of funding to fulfill payment terms could have a negative impact on the Company’s operating results and financial condition.

The Company employs information technology systems to support its business. Security breaches and other disruptions to the Company’s information technology infrastructure have interfered and, in the future, could interfere with the Company’s operations and could also compromise information belonging to the Company and its customers, suppliers and employees, exposing the Company to liability which could adversely impact the Company’s business and reputation. In the ordinary course of business, the Company relies on information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Further, artificial intelligence tools are increasingly being used in our industry, and we are evaluating the use of such tools throughout our company. There are risks involved in developing and using artificial intelligence tools in our operations. Additionally, the Company collects and stores certain data, including proprietary business information, and may havehas access to confidential or personal information in certain of its businesses that is subject to privacy and security laws, regulations and customer-imposed controls. Despite the Company’s cybersecurity measures and oversight of such matters by the Audit Committee and the Board of Directors, which are continuously reviewed and upgraded, the Company’s information technology networks and infrastructure and protected data mayare still be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, service providers including cloud services, natural disasters or other catastrophic events. Use of artificial intelligence may increase these vulnerabilities, as well. It is possible for such vulnerabilities to remain undetected for an extended period, up to and including several years. In addition, the Company is subject to various data privacy laws in the many jurisdictions in which it operates, which are rapidly changing and require extensive compliance efforts. Any events that compromise the Company’s systems or any failures to comply with applicable privacy laws could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to the Company’s reputation, which could adversely affect the Company’s business.

The Company’s ability to sustain and grow its business requires a commitment to hire, retain and develop a highly skilled and diverse management team and workforce. Failure to ensure that the Company has the depth and breadth of personnel with the necessary skill set and experience, failure to compete within and outside the Company’s markets to attract and retain employees, the loss of key employees or interruptions in the Company's workforce, including unionization efforts and changes in labor relations, could impede the Company’s ability to deliver its growth objectives and execute its strategy. Labor shortages or increased labor-related costs have directly affected our results and, if they are significant or sustained, could also directlyadversely affect our results of operations and financial condition. Additionally, the health of the Company's employees is critical, and workplace safety is the Company's top priority.

The Company continues to develop and invest in human capital through continuing education, work-related certifications, and talent and performance management systems. These efforts directly impact the Company’s ability to deliver its growth objectives and execute its strategy, though the Company isremains susceptible to interruptions in the workforce that could affect the Company’s operating results and financial condition.

The Company operates 2526 manufacturing facilities domestically and internationally to strategically serve its worldwide markets. Equipment failures, operational interruptions, natural disasters and other unanticipated disruptions may decrease our ability to manufacture our products in a timely manner at our anticipated cost. Interruptions in our production due to such a disruption may lead to decreasing sales and necessitatingnecessitate capital expenditures, therefore negatively impacting our operating results and financial condition.

The stock market in general is highly volatile. As a result, the market price of the Company’s common shares is similarly volatile and could be subject to wide fluctuations in response to a number of factors, some of which may be beyond the Company’s control. These factors includeinclude, among others, actual or anticipated fluctuations in the Company’s operating results; changes in, or the inability to, achieve estimates of, its operating results by analysts, investors or management; analysts’ recommendations regarding its stock or its competitors’ stock; sales of substantial amounts of its common shares by shareholders; actions or announcements by the Company or its competitors; the maintenance and growth of the value of the Company’s brands; litigation; legislation or other regulatory developments affecting the Company or its industry; widespread illness or pandemics; natural disasters; cyber-attacks; terrorist acts; war or other calamities and changes in general market and economic conditions.

The Company is subject to various laws and regulations in the many jurisdictions in which it operates. For example, extensive environmental regulations related to air and water quality, the discharge of pollutants, climate change, the handling of toxic waste and the handling and transport of products and components classified as hazardous impact its daily operations. Various employment and labor laws and regulations govern the Company’s relationships with its employees throughout the world and affect operating costs. These laws and regulations relate to matters including employment discrimination, minimum wage requirements, overtime, unemployment tax rates, workers’ compensation rates, working conditions, immigration status, tax reporting and other wage and benefit requirements. The introduction of new laws or regulations, or changes in existing laws or regulations, including minimum wage increases, mandated benefits, climate change-related disclosures or other requirements that impose additional obligations on the Company, have increased and could further increase the costs of doing business. The Trump administration has called for significant changes to U.S. trade, healthcare, immigration and government regulatory policy and has begun implementing policy changes at a rapid pace. Changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them. Further, it is difficult to predict what impact, if any, changes in federal policy, including environmental, immigration, trade and tax policies, will have on our industry, the economy as a whole, consumer confidence and spending. As a result, the nature, timing and impact on our business of potential changes to the current legal and regulatory frameworks are uncertain.

Preformed Line Products Company (the “Company”, “PLPC”, “we”, “us”, or “our”) was incorporated in Ohio in 1947. We are an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for the energy, telecommunication, cable operators, information (data communication), and other similar industries. Our primary products support, protect, connect, terminate, and secure cables and wires. We provide helical solutions, string hardware, connectors, insulators, fiber optic and copper splice closures, solar hardware mounting applications, and electric vehicle charging station foundations. We also provide aerial drone inspection services for utility assets including transmission and distribution power lines, substations, and generation facilities. We are respected around the world for quality, dependability and market-leading customer service. Our goal is to continue to achieve profitable growth as a leader in the research, innovation, development, manufacture, and marketing of technically advanced products and services related to energy, communications and cable systems and to take advantage of this leadership position to sell additional quality products in familiar markets. We have sales and manufacturing operations in 20 different countries.

We believe that our leadership position in the domestic energy and communications markets and the ability to deliver reliable products quickly will position us for continued growth as transmission gridsgrids, distribution lines, and substation projects, as well as communication networksnetworks, are enhanced, upgraded and extended.

Our international business is also mainly concentrated in the energy and communications markets. Historically, our international sales were primarily related to the medium voltage distribution segment of the energy market but have grown through acquisition and new product development to include a significant contribution from the transmissiontransmission, substation and telecommunications markets.

We believe that we are well positioned to supply the needs of the world’s diverse energy and communication markets as a result of our focused portfolio and strategic operational footprint, including expansion from recent acquisitionsacquisitions, investment in new manufacturing facilities and product designs and technologies.

The following discussion describes our results of operations for the years ended December 31, 2024, 20232025 and 2022.2024. For additional discussion of our results of operations for the year ended December 31, 2022,2023, see our Annual Report on Form 10-K for the year ended December 31, 2022,2023, filed with the SEC on March 3,8, 2023.2024. Our consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). Our discussions of the financial results include non-GAAP measures (e.g., foreign currency impact) to provide additional information concerning our financial results and provide information that we believe is useful to the readers of our financial statements in the assessment of our performance and operating trends.

Our financial statements are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. PLP’s foreign currency exchange gains or (losses) were primarily related to translating into U.S. dollars its foreign currency denominated loans, trade receivables and payables from its foreign subsidiaries at the December 2024 year-end exchange rates. The fluctuations of foreign currencies during the years ended December 31, 20242025 and December 31, 20232024 had ana unfavorablefavorable impact on net sales of $4.2$1.4 million and aan favorableunfavorable impact of $0.4$4.2 million, respectively. The effect of currency translation had ana unfavorablefavorable impact on net income in the year ended December 31, 20242025 of $0.7$0.1 million and an unfavorable impact of $0.2$0.7 million in the year ended December 31, 2023.2024. On a reportable segment basis, the impact of foreign currency translation on net sales and net income for the years ended December 31, 20242025 and 2023,2024, respectively, was as follows:

Net sales. In 2024,2025, net sales were $593.7$669.3 million, aan decreaseincrease of $76.0$75.6 million, or 11%,13%, compared to 2023.2024. Excluding the effect of currency translation, net sales decreasedincreased 11%13% as summarized in the following table:

The decreaseincrease in PLP-USA net sales of $78.9$45.9 million, or 23%,17%, was primarily due to lowerhigher volumes in communications and energy product sales due to customer destocking efforts.sales. International net sales for the year ended December 31, 20242025 were unfavorablyfavorably affected by $4.2$1.4 million when local currencies were converted to U.S. dollars. The following discussion of changes in net sales excludes the effect of currency translation. The Americas net sales of $90.3$108.8 million increased $9.2$22.0 million, or 11%,24%, primarily due to higheran volumesincrease in energy product sales,sales partiallyand offsetan byincrease lowerin communicationcommunications sales.sales due to the acquisition of JAP Telecom in May 2025. EMEA net sales of $128.2$133.1 million decreased $8.6$0.8 million, or 6%,1%, primarily due to lower volume in communications sales, partially offset by increased volumes in energy product sales. Asia-Pacific net sales of $108.5$114.8 million increased $6.5$7.1 million, or 6%,7%, primarily due to volume increases in energy product sales and special industry sales.

Gross Profit. Gross profit of $189.8$208.5 million for 20242025 decreasedincreased $45.0$18.7 million, or 19%,10%, compared to 2023.2024. Excluding the effect of currency translation, gross profit decreasedincreased $43.5$18.6 million, or 19%,10%, as summarized in the following table:

PLP-USA gross profit of $93.0$105.9 million decreasedincreased by $46.0$12.9 million, or 33%,14%, compared to the same period in 2023,2024, primarily due to lowerhigher sales volumes and unfavorablefavorable product mix.mix benefited by price increases enacted in 2025, partially offset by higher tariff and manufacturing costs, including LIFO valuation costs. International gross profit for the period ended December 31, 20242025 was unfavorablyfavorably impacted by $1.6$0.2 million when local currencies were translated to U.S. dollars. The following discussion of gross profit changes excludes the effects of currency translation. The Americas gross profit increased $0.4$4.3 million, or 1%,15%, which was primarily the result of higher sales volumes, offset by increasedunfavorable depreciationproduct expense and freight costs.mix. EMEA gross profit decreasedincreased nominally,$0.9 million, or 3%, due to favorable product mix. Asia-Pacific gross profit increased $0.5 million, or 1%, which was primarily driven by decreasedhigher sales volumesvolume, partially offset by favorablehigher productinventory mix and favorable resolution of a warranty claim. Asia-Pacific gross profit increased $2.2 million, or 7%, which was primarily driven by favorable product mix.reserves.

Costs and expenses. Costs and expenses of $139.1$153.4 million for the year ended December 31, 20242025 decreasedincreased $11.6$14.4 million, or 8%,10%, when compared to 2023.2024. Excluding the effect of currency translation, costs and expenses decreasedincreased $10.9$13.8 million, or 7%,10%, as summarized in the following table:

PLP-USA costs and expenses of $72.6$69.9 million decreasedincreased $6.7$6.2 million, or 8%9% year-over-year. PLP-USA’s decreaseincrease was primarily attributable to lower sellingpersonnel costs supporting strategic market growth in core product offerings in both energy and lowercommunications, personnelprimarily for sales, sales support and engineering resources, as well as higher selling and professional servicesservice costs, primarily as a result of cost containment efforts.costs. International costs and expenses for the year ended December 31, 20242025 had a favorableunfavorable impact by $0.7$0.6 million when local currencies were translated to U.S. dollars.dollars and was unfavorably impacted by intercompany transactions with PLP-USA. The following discussion of costs and expenses excludes the effect of currency translation.translation and intercompany transactions. The Americas costs and expenses of $18.7$25.6 million decreasedincreased $3.3$4.0 million primarily due to athe legalacquisition settlementof JAP Telecom in theMay third2025, quarteran ofincrease 2023in personnel costs and the impact of foreign currency remeasurement. EMEA costs and expenses of $26.1$32.0 million decreasedincreased by $2.4$2.8 million primarily due to lowerhigher personnel and facility costs and a recovery of bad debt expenses.in the second quarter of 2024 that did not recur. Asia-Pacific costs and expenses of $21.7$25.9 million increased $1.4$0.8 million primarily due to thea netgain impact ofon the sale of capital assets yearin overthe yearfirst andquarter foreignof currency2024 remeasurement.that did not recur, offset by a recovery of bad debt.

Other (expense) income, net. Other income,expense, net as of the year ended December 31, 20242025 was favorableunfavorable by $1.8$9.5 million when compared to the nominal Other expense,income, net for the year ended December 31, 2024 of $1.8 million.2024. The favorableunfavorable movement was mainly due to higherthe interest$11.7 incomemillion earnedU.S. onPlan cashtermination balancescharge recorded in certain international jurisdictions and lower interest expense from reduced debt balances for the yearthird endedquarter Decemberof 31,2025, 2024.partially offset by government incentives received in 2025 related to our facility in China.

Income taxes. Income taxes for the years ended December 31, 20242025 and 20232024 were $13.7$10.3 million and $19.0$13.7 million based on pre-tax income of $50.8$45.6 million and $82.3$50.8 million, respectively. The effective tax rate for the years ended December 31, 20242025 and 20232024 was 26.9%22.6% and 23.1%,26.9%, respectively. OurThe decrease in the effective tax rate increasedfrom 2024 to 2025 was primarily due to the limitationsimpact onof the deductibilityU.S. ofPlan compensationtermination and a reduction in the unfavorable impact from the mix of income earned in jurisdictions with a higher tax rate than the U.S. This was partially offset by aan favorableunfavorable impact from increasethe decrease in excesscertain tax benefit on share-based compensation.credits. The following items had the most significant impact on the difference between our statutory U.S. federal income tax rate of 21.0%:

4.A $1.2 million, or 2.4%, net decrease resulting from otherexcess stocktax compensation.benefits from RSUs.

Net income. As a result of the preceding items, net income for the year ended December 31, 20242025 was $37.1$35.3 million, compared to $63.3$37.1 million for 2023.2024. Excluding the effect of currency translation, net income decreased $25.5$1.9 million as summarized in the following table.table and was primarily due to the U.S. Plan termination charged recorded in 2025.

Our investments include expenditures required for equipment and facilities as well as expenditures in support of our strategic initiatives. In 2024,2025, we used cash of $14.7$40.1 million for capital expenditures.expenditures, of which $24.8 million relates to the construction of the new Poland facility and purchase of the new Spain facility. At December 31, 2024,2025, we had $57.2$83.4 million of cash, cash equivalents and restricted cash (collectively “Cash”). Our Cash is held in various locations throughout the world. At December 31, 2024,2025, the majority of our cash is held outside the U.S.

Our Asia-Pacific segment had $0.1 million and $0.2 million in restricted cash for the years ended December 31, 20242025 and 2023.2024. The restricted cash was used to secure bank debt and is included in Cash, cash equivalents and restricted cash on the balance sheet.

We expect that our major source of funding for 20252026 and beyond will be our operating cash flows, our existing cash and cash equivalents as well as our Facility agreement. The Facility agreement has an expiration date of MarchJune 2,30, 2026. The Company expects to extend the maturity date of the Facility over the coming year.2028. Except for current earnings in certain jurisdictions, our operating income is deemed to be indefinitely reinvested in foreign jurisdictions. We currently do not intend nor foresee a need to repatriate these funds. We believe our future operating cash flows will be more than sufficient to cover debt repayments, other contractual obligations, capital expenditures and dividends for the next 12 months and thereafter for the foreseeable future. In addition, we believe our borrowing capacity provides substantial financial resources, if needed, to supplement funding of capital expenditures and/or acquisitions. We also believe that we can further expand our borrowing capacity, if necessary; however, we do not believe we would increase our debt to a level that would have a material adverse impact upon results of operations or financial condition.

Net Cash provided by operating activities for the years ended December 31, 20242025 and 20232024 was $67.5$73.5 million and $107.6$67.5 million, respectively. The $40.1$6.0 million decreaseincrease was primarily a result of athe decreasenet favorable movement in netnon-cash incomeitems of $13.8 million, including the U.S. pension plan termination, offset by changes in operating assets and decrease in cash from working capital.liabilities.

Net Cash used in investing activities for the years ended December 31, 20242025 and 20232024 was $12.4$43.4 million and $44.8$12.4 million, respectively. The $32.4$31.0 million decreasechange was primarily a result of decreasesthe acquisition of JAP Telecom in acquisitionMay activityof 2025 and an increase in capital expendituresexpenditures, duringprimarily related to the currentacquisition period.of new land and a building in Spain and the construction of a new manufacturing plant in Poland.

Net Cash used in financing activities for the years ended December 31, 20242025 and 20232024 was $47.8$9.2 million and $48.9$47.8 million, respectively. The year-over-year$38.6 million change was primarily the result of decreaseda sharereduction repurchases offset by increasedin net payments of long-term debt.

WeFor the remaining international pension plans, we record obligations and expenses related to a pension benefit plan based on actuarial valuations, which include key assumptions on discount rates, expected returns on plan assets and compensation increases. These actuarial assumptions are reviewed annually and modified as appropriate. The effect of modifications is generally recorded or amortized over future periods. The discount rate of 5.77% at December 31, 2024 reflects an analysis of yield curves as of the end of the year and the schedule of expected cash needs of the plan. The 2025 expected long-term return on plan assets of 4.75% reflects the plan’s historical returns and represents our best estimate of the likely future returns on the plan’s asset mix. We believe the assumptions used in recording obligations under the plans are reasonable based on prior experience, market conditions and the advice of plan actuaries. However, an increase in the discount rate would decrease the plan obligations and the net periodic benefit cost, while a decrease in the discount rate would increase the plan obligations and the net periodic benefit cost. In addition, an increase in the expected long-term return on plan assets would decrease the net periodic pension cost, while a decrease in expected long-term return on plan assets would increase the net periodic pension cost.

The following discussion describes our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. Our consolidated financial statements are prepared in conformity with United States ("U.S.") generally accepted accounting principles ("GAAP"). Our discussions of the financial results include non-GAAP measures (e.g., foreign currency impact) to provide additional information concerning our financial results and provide information that we believe is useful to the readers of our financial statements in the assessment of our performance and operating trends.

Net sales of $176.3$212.7 million increased $27.7$43.1 million for the three months ended MarchJune 31,30, 2026 year-over-year and net sales of $389.0 million increased $70.8 million for the six months ended June 30, 2026 year-over-year, mainly due to an increase in energy andand, to a lesser extent, communication sales, led by PLP-USA. TariffsWhile these sales amounts are the highest in the Company's history, tariffs, especially Section 232 tariffs, and geopolitical developments continue to present headwinds related to raw material imports and commodity prices, impacting essential inputs like steel, aluminum and plastic resins. While we continue to manage trade matters and commodity prices proactively, further tariff increases or geopolitical events may give rise to inflationary pressures, which may require further price adjustments to maintain profit margin, and any price increases may have a negative effect on demand. Please see Note 5 of the Notes to the Consolidated Financial Statements for further considerations on tariffs and potentialrefund refundsprocess as a result of the February 2026 Supreme Court ruling.

Our financial statements are subject to fluctuations in the exchange rates of foreign currencies in relation to the U.S. dollar. The fluctuations of foreign currencies during the three and six months ended MarchJune 31,30, 2026 and March 31, 2025 had a favorable impact on net sales of $7.2$6.0 million and unfavorable impact of $4.4$13.2 million, respectively. The effectfluctuations ofon currencyforeign translationcurrencies had a favorable impact of $0.1$0.5 million and an unfavorable impact of $0.2$0.7 million on net income for the three and six months ended June 30, 2026. The fluctuations of foreign currencies during the three and six months ended MarchJune 31,30, 20262025 had an unfavorable impact on net sales of $0.5 million and 2025,$4.9 million, respectively. The fluctuations on foreign currencies during the three and six months ended June 30, 2025 had a de minimis impact and unfavorable impact of $0.3 million on net income, respectively. On a reportable segment basis, the impact of foreign currency translation on net sales and net income for the three and six months ended MarchJune 31,30, 2026, was as follows:

While uncertainty remains in the global economy due to trade matters and geopolitical instability, we believe our business portfolio, includingwhich is focused on key megatrends impacting both the power and telecommunications markets, as well as our significant U.S. manufacturing footprint, as well as ourand financial position, are sound and strategically well-positioned. We remain focused on assessing our global market opportunities and overall manufacturing capacity in conjunction with the requirements of local manufacturing in the markets that we serve. As necessary, we will modify redundant processes and further utilize our global manufacturing network to manage costs, including tariff impacts, increase sales volume and deliver value to our customers. We closely monitor developments in trade policy and geo-political instability and actively evaluate strategies to mitigate the impact of tariffs or supply chain constraints, including sourcing alternatives, where needed. We have continued to invest in the business to expand into new markets for the Company, evaluate strategic mergers and acquisitions, improve efficiency, develop new products and increase our capacity. As of MarchJune 31,30, 2026, our liquidity remains strong with our bank debt to equity percentage at 8.9%.8.6%. We can borrow needed funds at a competitive interest rate under the Facility.

The following table sets forth a summary of the Company’s Statements of Consolidated Income and the percentage of net sales for the three months ended MarchJune 31,30, 2026 and 2025. The Company’s past operating results are not necessarily indicative of future operating results.

The increase in PLP-USA net sales of $19.3$25.0 million, or 26%,32%, was primarily due to higher volumes in energy sales, and to a lesser extent, communications sales. International net sales for the three months ended MarchJune 31,30, 2026 were favorably affected by $7.2$6.0 million when local currencies were converted to U.S. dollars. The following discussion of changes in net sales excludes the effect of currency translation. The Americas net sales of $25.1$34.0 million increased $0.5$2.8 million, or 2%,10%, primarily due to higher volumes in communicationsenergy sales mainly due to the acquisition of JAPDelta TelecomStar in May 2025.2026. EMEA net sales of $33.3$41.7 million increased $0.1$8.2 million primarily due to higher volumes in special industryenergy sales. Asia-Pacific net sales of $24.6$32.7 million increased $0.6$1.2 million, or 3%,4%, primarily due to higher volumes in energy product sales and communicationsspecial industry sales.

PLP-USA gross profit of $32.5$39.2 million increased by $5.7$11.2 million, or 21%,40%, compared to the same period in 2025, primarily due to higher sales volumesvolumes, favorable product mix and the benefit of price increases enacted in 2025, partially offset by higherincreased material, tariff and manufacturing costs. International gross profit for the period ended MarchJune 31,30, 2026 was favorably impacted by $2.0$1.9 million when local currencies were translated to U.S. dollars. The following discussion of gross profit changes excludes the effects of currency translation. The Americas gross profit decreasedincreased $0.9$1.6 million, or 13%,18%, which was primarily the result of unfavorablefavorable product mix. EMEA gross profit decreasedincreased $0.7$3.4 million, or 7%,36%, primarily due to unfavorablehigher sales volumes and favorable product mix and increased manufacturing costs.mix. Asia-Pacific gross profit increaseddecreased $0.5$0.4 million, or 8%,5%, which was primarily driven by higherincreased salesmaterial volumes.costs.

Costs and expenses. Costs and expenses of $41.5$45.1 million for the three months ended MarchJune 31,30, 2026 increased $6.0$6.8 million, or 17%,18%, when compared to 2025. Excluding the effect of currency translation and intercompany transactions, costs and expenses increased $4.4$5.8 million, or 12%,15%, as summarized in the following table:

Excluding intercompany transactions, PLP-USA costs and expenses increased $3.0$4.5 million, or 18%26% year-over-year, primarily due to increased selling and personnel costs supporting strategic market growth initiatives in core product offerings in both energy and communications. International costs and expenses for the three months ended MarchJune 31,30, 2026 were unfavorably impacted when local currencies were translated to U.S. dollars and favorably impacted by intercompany transactions with PLP-USA. The following discussion of costs and expenses excludes the effect of currency translation and intercompany transactions. The Americas costs and expenses of $5.9$7.2 million increased $1.0$0.5 million primarily due to increases in personnel costs and selling costs. EMEA costs and expenses of $8.6 million increased by $0.8 million primarily due to increases in personnel and administrative costs. EMEA costs and expenses of $7.9 million increased by $0.3 million primarily due to increases in selling, administrative and engineeringselling costs. Asia-Pacific costs and expenses of $5.8$6.4 million increasedhad $0.1a millionde primarilyminimis due to an increase in personnel costs.change.

Other Income, net. Other income, net of $0.6$0.5 million for the three months ended MarchJune 31,30, 2026 was favorable by $0.1$0.3 million when compared to $0.5$0.2 million of Other income, net for the three months ended MarchJune 31,30, 2025. The favorable movement was mainly due to an increase in interest income.

Income taxes. Income taxes for the three months ended MarchJune 31,30, 2026 and 2025 were $3.8$6.9 million and $2.1$4.6 million based on pre-tax income of $14.3$28.4 million and $13.7$17.3 million, respectively. The tax rate for the three months ended MarchJune 31,30, 2026 and 2025 was 26%24% and 16%,27%, respectively. The higherlower effective tax ratesrate for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 was primarilymainly due to a valuation allowance of approximately $1.3 million recorded on deferred tax assets related to the Company'simpact Frenchfrom subsidiary.certain nondeductible compensation adjustments in Q2 2025.

Net income. As a result of the preceding items, net income for the three months ended MarchJune 31,30, 2026 was $10.5$21.5 million, compared to $11.6$12.7 million for 2025. Excluding the effect of currency translation, net income decreasedincreased $1.1$8.3 million as summarized in the following table. The decreaseincrease in net income was due to the increaseincreases in operating income taxes as described above:

Our investments include expenditures required for equipment and facilities as well as expenditures in support of our strategic initiatives. During the first threesix months of 2026, we used cash of $10.0$17.0 million for capital expenditures, mainly related to new facilities in the EMEA region. We ended the first threesix months of 2026 with $69.5$76.2 million of cash, cash equivalents and restricted cash (collectively, “Cash”). Our Cash is held in various locations throughout the world. At MarchJune 31,30, 2026, the majority of our Cash was held outside the U.S. We expect most accumulated non-U.S. Cash balances will remain outside of the U.S. and that we will meet U.S. liquidity needs through future operating cash flows, use of U.S. Cash balances, external borrowings, or some combination of these sources. We complete comprehensive reviews of our significant customers and their creditworthiness by analyzing financial statements for customers where we have identified a measure of increased risk. We closely monitor payments and developments which may signal possible customer credit issues. We currently have not identified any potential material impact on our liquidity from customer credit issues.

Total debt, including notes payable, at MarchJune 31,30, 2026 was $41.9$42.8 million. The Company maintained a credit facility (the "Facility") with PNC Bank, National Association ("PNC") with a capacity of $60.0 million and a maturity date of June 30, 2028. The interest rate is defined as the Secured Overnight Financing Rate (“SOFR”) plus 1.225% unless the Company’s funded debt to Earnings before Interest, Taxes and Depreciation ratio exceeds 3.00 to 1, at which point the SOFR spread becomes 1.600%. At MarchJune 31,30, 2026, the Company had utilized $7.1$6.7 million with $52.9$53.3 million available on the Facility. There were no long-term outstanding letters of credit on the Facility as of MarchJune 31,30, 2026. Our bank debt to equity percentage was 8.9%.8.6%. The Facility contains, among other provisions, requirements for maintaining levels of net worth and profitability. At MarchJune 31,30, 2026, the Company was in compliance with these covenants.

On January 19, 2021, the Company received funding for a term loan from PNC Equipment Finance, LLC in the principal amount of $20.5 million for the full amount of the purchase price for a new corporate aircraft. As of MarchJune 31,30, 2026, $10.1$9.6 million was outstanding on this debt facility, of which $2.1 million was classified as current. The aircraft has been pledged as collateral against the loan.

The Company has other borrowing facilities at certain of its foreign subsidiaries, which consist of overdraft lines, working capital credit lines, and facilities for the issuance of letters of credit and short-term borrowing needs. At MarchJune 31,30, 2026 and December 31, 2025, $24.8$26.5 million and $20.9 million were outstanding, of which $5.2$4.8 million and $4.6 million were classified as current, respectively. Of the $24.8$26.5 million outstanding at MarchJune 31,30, 2026, $16.5$17.7 million is attributable to the Poland subsidiary and $7.5$7.1 million is attributable to the Spain subsidiary. These facilities support commitments made in the ordinary course of business.

On July 16, 2025, PLP Poland (Belos) S.A. ("PLP Poland"), a subsidiary of the Company, entered into a non-revolving investment loan with Bank Polska Kasa Opieki Spółka Akcyjna ("Bank Pekao S.A") to finance the construction of a new manufacturing plant for an amount up to PLN100.3 million ($26.9$26.7 million). Thewith a maturity date of the loan is January 31, 2035 and is payable in annual installments in the amounts of PLN5.3 million ($1.4 million) in 2026, PLN9.0 million ($2.4 million) in 2027, PLN9.6 million ($2.6 million) in 2028 through 2034, and PLN18.8 million ($4.9 million) in 2035.

The Company's Asia-Pacific segment had $0.3 million and $0.1 million in restricted cash used to secure bank guarantees at MarchJune 31,30, 2026 and December 31, 2025, respectively. The restricted cash is shown on the Company’s Consolidated Balance Sheets in Cash, cash equivalents and restricted cash.

Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 was $6.0$31.3 million compared to $5.7$32.6 million in the comparable prior year three-monthsix-month period. The $0.3$1.3 million increasedecrease was primarily a result of the increase in net income, the net favorable movement in non-cash itemsitems, including sharedshare based compensation and depreciation and amortization, offset by changes in operating assets and liabilities.

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $9.9$25.9 million compared to $9.7$22.2 million in the comparable prior year three-monthsix-month period. The $0.2$3.7 million change was primarily a result of athe reductionacquisition of Delta Star in May 2026 and lower net proceeds from theinvestments, salepartially ofoffset investmentsby yeara overdecrease year.in capital expenditures.

Net cash used in financing activities for the threesix months ended MarchJune 31,30, 2026 was $10.0$13.0 million compared to a$4.8 nominalmillion amount forin the comparable prior year three-monthsix-month period. The $10.0$8.2 million change was primarily the result of share repurchases from related parties and a reduction in theproceeds netfrom paymentslong ofterm notes payable to banks.debt.

We have commitments under operating leases primarily for office and manufacturing space, transportation equipment, office and computer equipment and finance leases primarily for equipment. At MarchJune 31,30, 2026, we had $1.5$1.9 million of current operating lease liabilities and $5.5$6.8 million of noncurrent operating lease liabilities. Total liabilities related to finance lease obligations were approximately $0.6 million at MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, the Company had total outstanding guarantees of $13.7$13.8 million. Additionally, certain domestic and foreign customers require the Company to issue letters of credit or performance bonds as a condition of placing an order. As of MarchJune 31,30, 2026, the Company had total outstanding letters of credit of $3.7$3.6 million.

The Company has other borrowing facilities at certain of its foreign subsidiaries, which consist of overdraft lines, working capital credit lines, and facilities for the issuance of letters of credit and short-term borrowing needs. At MarchJune 31,30, 2026, and December 31, 2025, $24.8$26.5 million and $20.9 million were outstanding, of which $5.2$4.8 million and $4.6 million were classified as current, respectively. Of the $24.8$26.5 million outstanding at MarchJune 31,30, 2026, $16.5$17.7 million is attributable to the Poland subsidiary and $7.5$7.1 million is attributable to the Spain subsidiary. These facilities support commitments made in the ordinary course of business.

Cautionary Statement for “Safe Harbor” Purposes Under The Private Securities Litigation Reform Act of 1995 This Form 10-Q and other documents we file with the SEC contain forward-looking statements regarding the Company’s and management’s beliefs and expectations. Any forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance (as opposed to historical items) and include statements of anticipated events or trends and expectations and beliefs relating to matters not historical in nature. Use of words such as “anticipates,” “believes,” “may,” “should,” “will,” “would,” “could,” “plans,” “projects,” “expects,” “estimates,” “predicts,” “targets,” “forecasts,” “intends,” “contemplates,” and similar words may identify forward-looking statements. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Such uncertainties and factors could cause the Company’s actual results to differ materially from those matters expressed in or implied by such forward-looking statements.

•The overall demand for cable anchoring and control hardware for electrical transmission and distribution lines on a worldwide basis, whichwhich, historically, has a slow growth rate in mature markets such as the United States (“U.S.”), Canada, Australia and Western Europe and may grow slowly or experience prolonged delay in developing regions despite expanding power needs;