# TENNANT CO (TNC)

Informational only - not investment advice.

CIK: 0000097134
SIC: 3580 Refrigeration & Service Industry Machinery
SIC breadcrumb: [Manufacturing](/division/D/) > [Industrial And Commercial Machinery And Computer Equipment](/major-group/35/) > [SIC 3580 Refrigeration & Service Industry Machinery](/industry/3580/)
Latest 10-K filed: 2026-02-24
SEC page: https://www.sec.gov/edgar/browse/?CIK=97134
Filing source: https://www.sec.gov/Archives/edgar/data/97134/000009713426000008/tnc-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1203500000 | USD | 2025 | 2026-02-24 |
| Net income | 43800000 | USD | 2025 | 2026-02-24 |
| Assets | 1268900000 | USD | 2025 | 2026-02-24 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000097134.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  | 1,123,500,000 | 1,137,600,000 | 1,001,000,000 | 1,090,800,000 | 1,092,200,000 | 1,243,600,000 | 1,286,700,000 | 1,203,500,000 |
| Net income | 46,614,000 | -6,200,000 | 33,400,000 | 45,800,000 | 33,700,000 | 64,900,000 | 66,300,000 | 109,500,000 | 83,700,000 | 43,800,000 |
| Operating income | 68,265,000 | 33,000,000 | 58,000,000 | 71,800,000 | 63,700,000 | 93,700,000 | 87,200,000 | 138,600,000 | 114,300,000 | 68,300,000 |
| Gross profit | 351,595,000 | 399,800,000 | 445,000,000 | 461,700,000 | 407,800,000 | 438,000,000 | 420,900,000 | 527,800,000 | 550,000,000 | 484,300,000 |
| Diluted EPS | 2.59 | -0.35 | 1.82 | 2.48 | 1.81 | 3.44 | 3.55 | 5.83 | 4.38 | 2.36 |
| Assets | 470,037,000 | 993,977,000 | 992,500,000 | 1,062,900,000 | 1,082,600,000 | 1,061,700,000 | 1,085,100,000 | 1,113,400,000 | 1,190,100,000 | 1,268,900,000 |
| Liabilities | 191,494,000 | 695,503,000 | 676,200,000 | 701,600,000 | 676,500,000 | 626,600,000 | 613,000,000 | 535,100,000 | 568,000,000 | 665,500,000 |
| Stockholders' equity | 278,543,000 | 296,503,000 | 314,400,000 | 359,900,000 | 404,800,000 | 433,800,000 | 470,800,000 | 577,000,000 | 620,800,000 | 601,600,000 |
| Net margin |  |  | 2.97% | 4.03% | 3.37% | 5.95% | 6.07% | 8.81% | 6.51% | 3.64% |
| Operating margin |  |  | 5.16% | 6.31% | 6.36% | 8.59% | 7.98% | 11.15% | 8.88% | 5.68% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000097134.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.89 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.83 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 1.30 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 321,700,000 | 31,300,000 | 1.68 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 304,700,000 | 22,900,000 | 1.21 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 311,400,000 | 31,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 311,000,000 | 28,400,000 | 1.49 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 331,000,000 | 27,900,000 | 1.45 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 315,800,000 | 20,800,000 | 1.09 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 328,900,000 | 6,600,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 290,000,000 | 13,100,000 | 0.69 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 318,600,000 | 20,200,000 | 1.08 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 303,300,000 | 14,900,000 | 0.80 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 291,600,000 | -4,400,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 297,900,000 | 200,000 | 0.01 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/97134/000009713426000015/tnc-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-05
Report date: 2026-03-31

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) provides a comparison of the Company's results of operations, as well as liquidity and capital resources for the quarters ended March 31, 2026 and 2025. The MD&A should be read in conjunction with the Company's consolidated financial statements and notes included in Item 1 of this Quarterly Report. Throughout this MD&A, the Company refers to measures used by management to evaluate performance, including financial measures that are not defined under generally accepted accounting principles (GAAP) in the U.S. Net sales excluding foreign currency translation (i.e., organic sales) is not a measure of financial performance under GAAP; however, the Company believes it is useful in understanding its financial results and provides comparable measures for understanding the operating results of the Company between different periods.

Overview

Tennant Company is a world leader in designing, manufacturing and marketing solutions that help create a cleaner, safer, healthier world. The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions. Our products are used in many types of environments, including retail establishments, distribution centers, factories and warehouses, public venues such as arenas and stadiums, office buildings, schools and universities, hospitals and clinics, and more. Customers include contract cleaners to whom organizations outsource facilities maintenance as well as businesses that perform facilities maintenance themselves. The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.

Macroeconomic Events

As a global company, we are exposed to risks and uncertainties arising from macroeconomic, geopolitical, and regulatory conditions, including inflationary pressures, interest rate volatility, foreign currency fluctuations, changes in global capital markets, and evolving international trade and tariff policies. These factors continue to influence our operating environment and may impact revenue growth, margins, liquidity, and the execution of our strategic initiatives.

During the first quarter of 2026, macroeconomic conditions were affected by escalating geopolitical conflict involving Iran and heightened tensions in the Middle East, which disrupted global energy markets and transportation routes. As a result, global energy, fuel, and logistics costs increased, contributing to renewed inflationary pressures following periods of moderation in fiscal year 2025. These dynamics led to higher costs in certain areas of our cost structure, including freight and select raw materials, and could adversely affect customer demand if sustained.

We continue to implement cost management initiatives to mitigate these impacts and are actively monitoring supply chain, sourcing, and input cost trends, while continuing to evaluate the evolving macroeconomic environment and its potential impact on our business, financial condition, and results of operations.

As described in Part I, Item 1A - Risk Factors in the annual report on Form 10-K for the fiscal year ended December 31, 2025, we may encounter financial difficulties if the United States or other global economies experience an additional or continued long-term economic downturn as our product sales are sensitive to declines in capital spending by our customers. Any sustained adverse impacts to our business, the industries in which we operate, market demand for our products, and/or certain suppliers or customers may also affect our future results of operations, financial position, or cash flows. Changes in foreign currency may also adversely impact our new sales, earnings, and financial condition. We are actively monitoring the global macroeconomic environment, including geopolitical conflict, the potential impact of global supply chain constraints on material inflation, and change in demand for our products.

Tariffs

On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA). The availability, timing, and amount

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of any related refunds remain uncertain and subject to further legal and administrative processes. Following the decision, the U.S. presidential administration announced new temporary tariffs based on different statutory authority for a 150 day period beginning February 24, 2026. These actions have created continued uncertainty regarding tariff levels, duration, and the potential for additional actions or retaliatory measures, and we are monitoring developments to assess potential impacts on our business and results of operations.

Outlook

The Company entered fiscal year 2026 facing continued uncertainty in global economic conditions, elevated energy and logistics costs, and changes in international trade policy, including evolving U.S. tariff programs. Despite this environment, customer demand and order activity early in the year have remained favorable, supported by strength across core end markets and continued momentum in autonomous mobile robotics.

Operationally, fiscal year 2026 represents a transition period as the Company progresses beyond the initial implementation of its North America ERP system. ERP recovery advanced steadily during the first quarter, with operational performance improving meaningfully as the quarter progressed following a planned two‑week shutdown of North American manufacturing facilities in January to complete a physical inventory count.

Management remains focused on restoring execution discipline and improving production flow, while continuing to actively manage inflationary pressures, including labor, freight, and tariffs. The Company continues to invest selectively in growth initiatives, including robotic and autonomous cleaning solutions, while maintaining a disciplined approach to spending, liquidity, and capital allocation.

Results

The following table compares the results of operations for the three months ended March 31, 2026 and 2025, respectively (in millions, except per share data and percentages):

Three Months Ended

March 31,

2026

%

2025

%

Net sales

$

297.9 

100.0 

$

290.0 

100.0 

Cost of sales

184.3 

61.9 

170.0 

58.6 

Gross profit

113.6 

38.1 

120.0 

41.4 

Selling and administrative expense

98.1 

32.9 

90.7 

31.3 

Research and development expense

10.6 

3.6 

9.7 

3.3 

Operating income

4.9 

1.6 

19.6 

6.8 

Interest expense, net

(3.4)

(1.1)

(2.3)

(0.8)

Net foreign currency transaction loss

(0.4)

(0.1)

(0.2)

(0.1)

Other (expense) income, net

(0.2)

(0.1)

0.1 

— 

Income before income taxes

0.9 

0.3 

17.2 

5.9 

Income tax expense

0.7 

0.2 

4.1 

1.4 

Net income

$

0.2 

0.1 

$

13.1 

4.5 

Net income per share - diluted

$

0.01 

$

0.69 

Net Sales

Consolidated net sales for the first quarter of 2026 totaled $297.9 million, a 2.7% increase as compared to consolidated net sales of $290.0 million in the first quarter of 2025. The components of the consolidated net sales change were as follows:

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Three Months Ended March 31,

2026 vs. 2025

Price

4.2%

Volume

(6.1)%

Organic decline

(1.9)%

Acquisitions

0.5%

Foreign currency

4.1%

Total

2.7%

The 2.7% increase in consolidated net sales in the first quarter of 2026 as compared to the same period in 2025 was driven by:

•A net favorable impact from foreign currency exchange of approximately 4.1% primarily due to the strengthening of the Euro, Brazilian real, and Mexican peso relative to the U.S. dollar; and

•Acquisition related growth of 0.5% driven by the acquisitions of distributors in EMEA; partly offset by

•Organic sales decline of 1.9% primarily due to volume declines in North America related to ERP impacts earlier in the quarter, partly offset by pricing realization in North America and EMEA.

The following table sets forth the net sales by geographic area for the three months ended March 31, 2026 and 2025 (in millions, except percentages):

Three Months Ended

March 31,

2026

2025

% Change

Americas

$

194.0 

$

197.3 

(1.7)

%

Europe, Middle East and Africa

86.9 

76.0 

14.3 

%

Asia Pacific

17.0 

16.7 

1.8 

%

Total

$

297.9 

$

290.0 

2.7 

%

Americas

Americas net sales were $194.0 million for the first quarter of 2026, a decrease of 1.7% from the first quarter of 2025 driven by:

•Organic sales decline of 3.0% primarily driven by lower volumes in North America related to ERP impacts earlier in the quarter, partially offset by pricing realization in North America and increased rental and equipment volumes in Latin America; and

•A net favorable impact from foreign currency exchange of approximately 1.3%.

Europe, Middle East and Africa ("EMEA")

EMEA net sales were $86.9 million for the first quarter of 2026, an increase of 14.3% from the first quarter of 2025 driven by:

•A net favorable impact from foreign currency exchange of approximately 11.3%;

•Acquisition related growth of 2.0% driven by acquisitions of distributors; and

•Organic sales growth of 1.0% primarily due to price realization and equipment volume increases in France and Germany.

Asia Pacific ("APAC")

APAC net sales were $17.0 million for the first quarter of 2026, an increase of 1.8% from the first quarter of 2025 driven by:

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•A net favorable impact from foreign currency exchange of approximately 3.8%; partly offset by

•Organic sales decline of 2.0%, primarily driven by lower pricing in China equipment sales and softer underlying demand, particularly in China, Australia, and Southeast Asia, partially offset by volume growth in India and Korea.

Gross Profit

Gross profit margin of 38.1% was 330 basis points lower in the first quarter of 2026 compared to the first quarter of 2025. The margin rate decline was driven primarily by incremental labor, freight, and expediting costs associated with ERP recovery efforts earlier in the quarter, as well as a shift in customer mix toward strategic accounts, which carry a different margin profile. Tariff and other inflationary pressures were fully offset by price realization and cost-out initiatives.

Operating Expense

Selling and Administrative Expense

Selling and administrative expense ("S&A expense") was $98.1 million for the first quarter of 2026, an increase of $7.4 million compared to the first quarter of 2025. As a percentage of net sales, S&A expense for the first quarter of 2026 increased 160 basis points to 32.9% from 31.3% in the first quarter of 2025. The increase in S&A expense was primarily driven by unfavorable foreign currency, legal and financial advisory costs, higher compensation and benefits, and software subscription fees.

Research and Development Expense

Research and development expense ("R&D expense") was $10.6 million, or 3.6% of net sales, for the first quarter of 2026, with R&D expense as a percentage of net sales increasing 30 basis points compared to the first quarter of 2025.

We continue to invest in developing innovative products and technologies at levels necessary to propel our technology and innovative leadership position and drive growth.

Total Other Expense, Net

Interest Expense, Net

Interest expense, net was $3.4 million in the first quarter of 2026 compared to $2.3 million in the first quarter of 2025. The increase was the result of higher weighted average

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

ITEM 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") provides a comparison of the Company's results of operations, as well as liquidity and capital resources for the years ended December 31, 2025 and 2024. The MD&A should be read in conjunction with the Company's consolidated financial statements and notes included in Item 8 of this Annual Report. Throughout this MD&A, the Company refers to measures used by management to evaluate performance, including financial measures that are not defined under generally accepted accounting principles ("GAAP") in the U.S. Net sales excluding foreign currency translation (i.e., organic sales) is not a measure of financial performance under GAAP; however, the Company believes it is useful in understanding its financial results and provides comparable measures for understanding the operating results of the Company between different periods.

The year-over-year comparisons in this MD&A are as of and for the years ended December 31, 2025 and December 31, 2024, unless stated otherwise. The discussion of 2023 results and related year-over-year comparisons as of and for the years ended December 31, 2024 and December 31, 2023 are found in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our Form 10-K for the year ended December 31, 2024.

Overview

Tennant Company is a world leader in designing, manufacturing and marketing solutions that help create a cleaner, safer, healthier world. The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions. Our products are used in many types of environments, including factories and warehouses, distribution centers, office buildings, public venues such as arenas and stadiums, schools and universities, hospitals and clinics, and more. Customers include contract cleaners to whom organizations outsource facilities maintenance as well as businesses that perform facilities maintenance themselves. The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.

Macroeconomic Events

As a global company, we continue to be exposed to risks and uncertainties stemming from macroeconomic and geopolitical conditions. These factors include inflationary pressures, interest rate volatility, foreign currency exchange rate volatility, changes in capital markets conditions, and shifts in international trade policy. Collectively, these conditions create a dynamic operating environment that may affect the Company’s ability to drive growth, restore margins, and advance its transformation initiatives

While overall inflationary pressures have generally moderated, the Company continues to experience a more concentrated and direct impact on the cost components of its products, which remain significant to its cost structure. Changes in trade policy, particularly tariffs, pose a significant risk to our operations. Tariff increases, changes to trade agreements, or potential retaliatory actions could raise supplier costs, weaken demand, and disrupt the Company’s operations. The Company has implemented, and expects to continue implementing, pricing actions, cost management initiatives, and supply chain measures to mitigate these pressures; however, such efforts may not fully offset the impact.

Global geopolitical instability continues to contribute to economic and operational uncertainty. Ongoing conflicts in Ukraine and the Middle East, rising tensions involving China and Taiwan, and the possibility of escalation in regions where the United States may be involved have increased the risk of wider economic disruption. These developments could result in supply chain volatility, logistics constraints, higher input costs, and changes in customer purchasing behavior. The timing, duration, and severity of these potential effects are uncertain and difficult to predict.

Demand trends across our major markets were mixed throughout the year. In China, after a period marked by uneven economic recovery and pricing pressure, organic growth returned late in the year. In EMEA and the broader APAC region, organic growth also improved in the latter part of the year, reversing earlier declines and

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Table of Contents

reflecting resilience in select markets and effective responses to customer needs despite ongoing macroeconomic and competitive pressures.

Enterprise Resource Planning (ERP) System Implementation

In the first week of November 2025, the Company went live with the ERP system in its largest region, North America. The transition introduced unexpected challenges that constrained operating capacity post go-live, including order‑management and fulfillment disruptions, manufacturing scheduling issues, and reduced inventory visibility, particularly within Parts & Consumables and Service. The system transition also resulted in the loss of three weeks of machine order entry and parts shipping capability, as well as contributing to slower transaction processing and prolonged customer delays.

In response, the Company deployed cross‑functional recovery teams, implemented manual and system‑based workarounds, increased on‑site support, and adjusted production scheduling. Although December showed improvement as our mitigation efforts took hold, we were unable to fully offset the impact of the November disruptions.

While primary system issues have been addressed, certain customer‑related impacts and incremental support needs continued into early 2026, and we expect some temporary inefficiencies to persist as teams acclimate to the new platform and as optimization efforts continue.

See the "Risk Factors" section in Part I, Item 1A of this Annual Report for further discussion of the possible impact of the above conflicts and macroeconomic events on our business and financial results.

Outlook

The Company expects the macroeconomic and demand environment in 2026 to generally reflect the conditions experienced during 2025. Tariff‑related cost increases and inflationary input costs are expected to remain key elements of the cost structure. The Company has implemented targeted pricing and cost‑out initiatives intended to moderate these impacts, though the timing and magnitude of benefits may vary.

Following the North America ERP implementation in late 2025, certain operational inefficiencies and elevated support needs are expected to persist into the second quarter of 2026. As part of broader system‑stabilization efforts, the Company conducted a comprehensive physical inventory that required a two‑week shutdown of manufacturing operations in early January, which is expected to weigh on first‑quarter sales and costs. The Company also anticipates continued operating inefficiencies during the early stages of system stabilization, resulting in higher costs and margin pressure, most notably in the first quarter. As stabilization progresses and processes mature, the Company expects to transition toward a more normalized operating rhythm by mid‑year.

While these factors may influence near‑term results, operating margins are expected to improve through 2026 as ERP stabilization advances and as the cumulative benefits of pricing actions, cost‑management measures, and supply‑chain initiatives are realized. Margin performance is expected to strengthen gradually over the course of the year, with first‑quarter margins anticipated to be generally consistent with levels experienced in the fourth quarter of 2025 and improving thereafter as operational efficiency increases. The Company also expects ongoing margin pressure from tariffs implemented in the second half of 2025. To help offset these impacts, it has taken targeted actions across its supply chain and commercial pricing processes.

Additionally, the Company continues to invest in strategic priorities that support long‑term growth and competitiveness, including the ongoing expansion of its robotics portfolio and autonomous solutions.

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Historical Results

The following table compares the historical results of operations for the years ended December 31, 2025 and 2024 in dollars and as a percentage of net sales (in millions, except per share amounts and percentages):

2025

%

2024

%

Net sales

$

1,203.5 

100.0 

$

1,286.7 

100.0 

Cost of sales

719.2 

59.8 

736.7 

57.3 

Gross profit

484.3 

40.2 

550.0 

42.7 

Selling and administrative expense

374.8 

31.1 

391.9 

30.5 

Research and development expense

41.2 

3.4 

43.8 

3.4 

Operating income

68.3 

5.7 

114.3 

8.9 

Interest expense, net

(9.0)

(0.7)

(9.1)

(0.7)

Net foreign currency transaction gain

(1.7)

(0.1)

0.1 

— 

Other expense, net

0.3 

— 

(0.5)

— 

Income before income taxes

57.9 

4.8 

104.8 

8.1 

Income tax expense

14.1 

1.2 

21.1 

1.6 

Net income

43.8 

3.6 

83.7 

6.5 

Net income per share - diluted

$

2.36 

$

4.38 

Net Sales

Consolidated net sales in 2025 totaled $1,203.5 million, a 6.5% decrease as compared to consolidated net sales of $1,286.7 million in 2024. The components of the consolidated net sales change were as follows:

Twelve Months Ended December 31,

2025 vs. 2024

Price

1.4%

Volume

(8.7)%

Organic decline

(7.3)%

Acquisitions

0.1%

Foreign currency

0.7%

Total decline

(6.5)%

The 6.5% decrease in consolidated net sales was driven by:

•Organic sales decline of 7.3% primarily due to volume declines in North America, which lapped a significant backlog-reduction benefit in the prior-year period and was affected by transitional impacts related to the new ERP implementation. These factors were partly offset by price realization in the Americas and EMEA;

•A net favorable impact from foreign currency exchange of approximately 0.7% primarily due to the strengthening of the Euro relative to the U.S. dollar; and

•Acquisition-related growth of 0.1% driven by TCS.

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The following table sets forth annual net sales by geographic area and the related percentage change from the prior year (in millions, except percentages):

2025

%

2024

%

Americas

$

792.0 

(10.9)

$

888.5 

5.7 

Europe, Middle East and Africa (EMEA)

334.6 

5.1 

318.5 

1.3 

Asia Pacific (APAC)

76.9 

(3.5)

79.7 

(10.3)

Total

$

1,203.5 

(6.5)

$

1,286.7 

3.5 

Americas

Net sales in the Americas were $792.0 million in 2025, a decrease of 10.9% from 2024 driven by:

•Organic sales decline of 10.5%, primarily due to volume declines in North America, as a result of lapping a significant backlog-reduction benefit in the prior-year period, order fulfillment disruptions associated with our fourth quarter 2025 ERP transition, and softer underlying demand primarily in industrial equipment in the second half of 2025. This was partially offset by price realization; and

•A net unfavorable impact from foreign currency exchange of approximately 0.4%.

Europe, Middle East and Africa ("EMEA")

EMEA net sales were $334.6 million in 2025, an increase of 5.1% from 2024 driven by:

•A net favorable impact from foreign currency exchange of approximately 4.3%;

•Organic sales increase of 0.5%, due to price realization, partly offset by volume declines in Germany, Benelux, Scandinavia and France; and

•Inorganic sales growth of 0.3% driven by the acquisition of TCS.

Asia Pacific ("APAC")

APAC net sales were $76.9 million in 2025, a decrease of 3.5% from 2024 driven by:

•Organic sales decrease of 2.2%, reflecting the impact of pricing actions and softer underlying demand primarily in China and Southeast Asia, partly offset by volume growth in Australia and India; and

•A net unfavorable impact from foreign currency exchange of approximately 1.3%.

Gross Profit

Gross profit margin of 40.2% was 250 basis points lower in 2025 compared to 2024. The margin rate decrease was primarily driven by a shift in volume and mix dynamics. Additionally, the effects of the ERP transition in North America contributed to volume deleverage, as well as broader operational inefficiencies and cost impacts. Margin performance was also affected by higher material costs. The comparison to the prior year was further influenced by a significant backlog reduction in 2024 that carried a higher concentration of higher margin industrial products sold through direct channels. These factors were partially offset by favorable price realization, including pricing actions taken to address tariff-related cost increases.

Operating Expenses

Selling and Administrative Expense

Selling and Administrative expense ("S&A expense") was $374.8 million in 2025, a decrease of $17.1 million compared to 2024. The S&A expense decrease was driven by lower compensation-related costs and reductions in certain legal, integration, and restructuring expenses, partially offset by higher ERP spending and increased bad debt expense. As a percentage of net sales, S&A expense in 2025 increased 60 basis points to 31.1% from 30.5% in 2024, primarily due to net sales deleverage.

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Research and Development Expense

Research and Development ("R&D") expense was $41.2 million, or 3.4% of net sales, in 2025, with R&D as a percentage of sales flat compared to 2024.

We continue to invest in developing innovative products and technologies at levels necessary to propel our technology, innovative leadership position and drive growth.

Total Other Expense, Net

Interest Expense, Net

Interest expense, net was $9.0 million in 2025, a decrease of $0.1 million compared to 2024. The decrease was the result of a lower average interest rate. The following table compares the weighted average outstanding borrowings, average interest rate, interest expense and interest income for the years ended December 31 (in millions, except percentages):

2025

2024

Weighted Average Outstanding Borrowings

$

220.5 

$

211.8 

Average interest rate

5.8 

%

6.4 

%

Interest expense

12.6 

13.6 

Interest income

(3.6)

(4.5)

Interest expense, net

$

9.0 

$

9.1 

Our debt portfolio as of December 31, 2025 was comprised of debt predominately in U.S. dollars. The Company manages its floating rate debt exposure using fixed rate interest rate swaps to reduce the Company's risk of the possibility of increased interest costs.

Foreign Currency Transaction (Loss) Gain

Net foreign currency transaction loss was $1.7 million in 2025, compared to a gain of $0.1 million in 2024. The unfavorable impact was primarily attributed to hedging transaction costs associated with increased year-over-year exposure to the Brazilian Real relative to the U.S. dollar.

Income Taxes

The effective tax rate for 2025 was 24.3% compared to 20.1% in 2024. The increase in the effective tax rate was primarily driven by the value of certain non-cash exceptional tax items. The 2024 tax rate includes a benefit related to a reduction to a deferred tax liability on undistributed foreign earnings as those cumulative earnings were reduced by statutory book losses. We do not expect similar benefits in future years. This non-cash event had an impact of (3.7%) in 2024. Absent these benefits the effective tax rate for 2024 would have been 23.8%.

In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when the tax impact is zero or immaterial. No deferred taxes have been provided for withholding taxes or other taxes that would result in repatriation of our foreign investments to the U.S.

Liquidity and Capital Resources

Liquidity

Our primary liquidity needs are to fund working capital, fund investments, service our debt, maintain cash reserves and invest in capital expenditures. Our sources of liquidity include cash generated from operations, borrowings under our revolving credit facility and from time to time, debt and equity offerings. We believe our current resources are sufficient to meet our working capital requirements for our current business for at least the next 12 months and thereafter for the foreseeable future.

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Cash, cash equivalents and restricted cash totaled $106.4 million at December 31, 2025, as compared to $99.8 million as of December 31, 2024. Wherever possible, cash management is centralized and intercompany financing is used to provide working capital to subsidiaries as needed. Our current ratio was 2.0 as of December 31, 2025 and 2.0 as of December 31, 2024. Our primary working capital, which is comprised of accounts receivable, inventories and accounts payable was $327.8 million as of December 31, 2025 and $316.0 million as of December 31, 2024. Our debt-to-capital ratio was 31.2% as of December 31, 2025, compared to 24.3% as of December 31, 2024.

As of December 31, 2025, we had letters of credit and bank guarantees outstanding in the amount of $3.2 million, leaving approximately $374.3 million of unused borrowing capacity on our revolving facility.

On February 10, 2026, the Company's Board of Directors authorized a quarterly cash dividend of $0.31 per share payable on March 16, 2026, to shareholders of record at the close of business on February 27, 2026.

Cash Flow from Operating Activities

Net cash provided by operating activities in 2025 was $65.0 million compared to net cash provided by operating activities of $89.7 million in 2024. The decrease in cash provided by operating activities was primarily driven by lower operating performance and increased consumption of working capital.

Cash Flow from Investing Activities

Net cash used in investing activities in 2025 was $22.7 million compared to net cash used in investing activities of $78.4 million in 2024. The decrease was primarily driven by one-time cash outflows in the prior year related to a used $32.1 million investment in Brain, Corp and a $25.7 million net cash outlay for the acquisition of TCS.

Cash Flow from Financing Activities

Net cash used in financing activities in 2025 was $38.7 million compared to net cash used in financing activities of $25.2 million in 2024. The increase in cash outflows was primarily driven by share repurchases and dividend payments, partly offset by increased net proceeds from borrowings.

Stock Repurchase Program

On October 31, 2016, the Board of Directors authorized the repurchase of 1,000,000 shares of our comment stock.

On February 11, 2025, our board of directors authorized the repurchase of up to 2,000,000 shares of our common stock.

Share repurchases may be made on an opportunistic basis through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws. We are not obligated to purchase any shares, and there is no set date that the program will expire. Our board of directors, at its discretion, may increase or decrease the number of authorized shares or terminate the program at any time.

During the year ended December 31, 2025, we repurchased 1,108,998 shares under both programs, with 1,514,063 shares of common stock remaining under the 2025 repurchase plan.

For more information related to our stock repurchases, see Note 15, Shareholders' Equity, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.

Cash Requirements

The Company believes the liquidity available from the combination of expected cash generated by operating activities, existing cash and available credit under existing credit facilities will be sufficient to meet its short-term and long-term cash requirements. Significant contractual obligations include principal and interest payments on long-term debt (Note 9) and operating lease commitments (Note 16). We also have contractual purchase obligations of approximately $54 million for 2026.

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Newly Issued Accounting Guidance

See Note 2 to the consolidated financial statements for information on newly adopted accounting pronouncements.

In October 2023, the FASB issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which aims to clarify or improve disclosure and presentation requirements on a variety of topics and align the requirements in the FASB accounting standard with the Securities and Exchange Commission regulations. This guidance is effective for the Company no later than June 30, 2027. We do not expect the amendments in this update to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220) - Disaggregation of Income Statement Expenses, which requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the notes to the financial statements, but does not change the expense captions on the consolidated income statement. In January 2025, the FASB issued ASU 2025-01 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date, which clarified that ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of an entity's risk management activities. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied on a prospective basis. We are evaluating the impact of the ASU to determine its impact on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. The amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim reporting disclosure requirements, but rather aims to provide clarity and improve navigability of the existing interim reporting requirements. The update will be effective for interim periods within annual periods beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively or retrospectively to any or all prior periods presented in the financial statements. We are evaluating the impact of the ASU to determine its impact on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12 Codification Improvements, which aims to update the FASB Accounting Standards Codification for a broad range of topics arising from technical corrections, unintended application or the Codification, clarifications, and other minor improvements. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

No other new accounting pronouncements issued but not yet effective have had, or are expected to have, a material impact on our results of operations or financial position.

Critical Accounting Policies and Estimates

Our consolidated financial statements are based on the selection and application of accounting principles generally accepted in the United States of America, which require us to make estimates and assumptions about future events that affect the amounts reported in our consolidated financial statements and the accompanying notes. Our significant accounting policies are described in Note 2 to the consolidated financial statements. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such

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differences may be material to the consolidated financial statements. We believe that the following policies may involve a higher degree of judgment and complexity in their application and represent the critical accounting policies used in the preparation of our consolidated financial statements. If different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Goodwill – Goodwill represents the excess of cost over the fair value of net assets of businesses acquired and is allocated to our reporting units at the time of the acquisition. We analyze goodwill on an annual basis and when an event occurs or circumstances change that may reduce the fair value of a reporting unit below its carrying amount. We have the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount. However, we may elect to perform a quantitative goodwill impairment test in lieu of the qualitative test. An entity must recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Subsequent reversal of goodwill impairment charges is not permitted.

When we perform a qualitative goodwill test, we analyze qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative test indicates there may be an impairment, we perform the quantitative test, which measures the amount of the goodwill impairment, if any. To perform the quantitative test, we calculate the fair value of each reporting unit, primarily utilizing the income approach and market approach. The income approach is based on discounted cash flow models that use reporting unit estimates for forecasted future financial performance, including revenues, margins, operating expenses, capital expenditures, depreciation, amortization, tax and discount rates. The market approach is based on assumptions related to earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. These estimates are developed as part of our planning process based on assumed growth rates, along with historical data and various internal estimates. Projected future cash flows are then discounted to a present value employing a discount rate that properly accounts for the estimated risk-adjusted weighted-average cost of capital relevant to each reporting unit.

We perform our annual goodwill impairment analysis as of October 1 and when an event occurs or circumstances change that may reduce the fair value of a reporting unit below its carrying amount.

For the 2025 annual goodwill impairment test for the North America and Latin America reporting units, we elected to perform a qualitative assessment to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying amount. In performing this assessment, we considered relevant events and circumstances, including industry, market and macroeconomic conditions, as well as company-specific and reporting unit-specific factors. Based on this evaluation, we concluded that it was not more likely than not that the fair value of either reporting unit was less than its carrying amount. Accordingly, a quantitative goodwill impairment test was not required, and no impairment of goodwill was recognized for these reporting units during 2025.

For the Europe, Middle East and Africa (“EMEA”) and Asia-Pacific (“APAC”) reporting units, we elected to bypass the qualitative assessment and perform a quantitative goodwill impairment test in accordance with our accounting policy. The quantitative analysis utilized a combination of the income approach and market approach, which reflect management’s current assumptions and inputs, including forecasts of future revenue, profit margins, long-term grown rate, discount rate, and EBITDA multiples.

The estimated fair value of the EMEA reporting unit exceeded its carrying amount by approximately $36.8 million, or 7.9%, as of the impairment testing date. The carrying amount of goodwill allocated to the EMEA reporting unit as of October 1, 2025 was $172.6 million. As the estimated fair value exceeded the carrying amount, no goodwill impairment was recognized. Although the EMEA reporting unit was not impaired, the reporting unit has a limited excess of fair value over carrying value and may be subject to future impairment if actual results do not meet projections or if assumptions used in the valuation, including discount rates or market conditions, deteriorate.

The estimated fair value of the APAC reporting unit exceeded its carrying amount by approximately $34.6 million, or 40.8%, as of the impairment testing date. The carrying amount of goodwill allocated to the APAC reporting unit as of October 1, 2025 was $15.4 million. Accordingly, no goodwill impairment was recognized for this reporting unit during 2025.

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During 2024, a qualitative goodwill assessment was performed for the North America and Latin America reporting units while a quantitative assessment was performed for the EMEA and APAC reporting units. Our assessments indicated that there was no goodwill impairment in any of our reporting units as of our annual assessment date.

We had goodwill of $208.6 million and $185.6 million at December 31, 2025 and 2024, respectively.

Income Taxes – We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax obligations based on expected income, statutory tax rates and tax planning opportunities in the various jurisdictions. We also establish reserves for uncertain tax matters that are complex in nature and uncertain as to the ultimate outcome. Although we believe that our tax return positions are fully supportable, we consider our ability to ultimately prevail in defending these matters when establishing these reserves. We adjust our reserves in light of changing facts and circumstances, such as the closing of a tax audit. We believe that our current reserves are adequate. However, the ultimate outcome may differ from our estimates and assumptions and could impact the income tax expense reflected in our consolidated statements of income.

Tax law requires certain items to be included in our tax return at different times than the items are reflected in our results of operations. Some of these differences are permanent, such as expenses that are not deductible in our tax returns, and some differences will reverse over time, such as depreciation expense on property, plant and equipment. These temporary differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax returns in future years but have already been recorded as an expense in our consolidated statements of income. We assess the likelihood that our deferred tax assets will be recovered from future taxable income, and, based on management’s judgment, to the extent we believe that recovery is not more likely than not, we establish a valuation allowance against those deferred tax assets. The deferred tax asset valuation allowance could be materially different from actual results because of changes in the mix of future taxable income, the relationship between book and taxable income and our tax planning strategies. As of December 31, 2025, a valuation allowance of $3.9 million was recorded against foreign and state tax credit carryforwards.

Cautionary Factors Relevant to Forward-Looking Information

This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, contains certain statements that are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue” or similar words or the negative thereof. These statements do not relate to strictly historical or current facts and provide current expectations of forecasts of future events. Any such expectations or forecasts of future events are subject to a variety of factors. Particular risks and uncertainties presently facing us include:

•Geopolitical and economic uncertainty throughout the world.

•Changes in trade policy.

•Ability to comply with global laws and regulations.

•Changes in foreign currency translation rates.

•Ability to adapt to price sensitivity.

•Competition in our business.

•Fluctuations in the cost, quality or availability of raw materials and purchased components.

•Ability to adjust pricing to respond to cost pressures.

•Unforeseen product liability claims or product quality issues.

•Ability to attract, retain and develop key personnel and create effective succession planning strategies.

•Ability to effectively manage strategic plan or growth processes.

•Ability to implement our new ERP system.

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•Ability to successfully protect our information technology systems from cybersecurity risks.

•Occurrence of a significant business interruption.

•Ability to maintain the health and safety of our workforce.

•Ability to complete and integrate acquisitions.

•Ability to develop and commercialize new innovative products and services.

•Ability to execute our business transformation strategy.

We caution that forward-looking statements must be considered carefully and that actual results may differ in material ways due to risks and uncertainties both known and unknown. Information about factors that could materially affect our results can be found in Part I, Item 1A "Risk Factors" of this Form 10-K. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Investors are advised to consult any further disclosures by us in our filings with the SEC and in other written statements on related subjects. It is not possible to anticipate or foresee all risk factors, and investors should not consider any list of such factors to be an exhaustive or complete list of all risks or uncertainties.

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