BRADY CORP

Current report

We may not complete the pending acquisition of Honeywell’s Productivity Solutions and Services business on the anticipated timeline, or at all, and, if completed, the acquisition may not achieve the expected benefits and will increase our leverage.

Current report

We have entered into an agreement to acquire Honeywell International Inc.’s Productivity Solutions and Services (“PSS”) business. Completion of the acquisition is subject to regulatory approvals and other customary closing conditions. While we expect the transaction to close in the second half of calendar year 2026, we cannot provide assurance that all required regulatory approvals will be received, that the other required closing conditions will be satisfied or waived, or that the transaction will be completed on the anticipated timeline or at all.

Current report

If the acquisition is completed, we expect to fund the purchase price with cash on hand and new debt financing. Although we have obtained committed bridge financing to support our ability to fund the acquisition, we expect to replace or reduce the commitments under the bridge facilities contemplated by the debt commitment letter with permanent financing prior to closing. There can be no assurance that permanent financing will be available on terms favorable to us, or at all. If we are unable to obtain permanent financing prior to closing, we may be required to draw on the bridge facilities, which may be on less favorable terms than anticipated permanent financing. In addition, incurring additional debt to finance the acquisition will increase our leverage and debt service obligations, which may reduce our financial flexibility, limit our ability to pursue other strategic opportunities, increase our exposure to interest rate and credit market conditions, and require us to dedicate a greater portion of our cash flows to debt service.

Current report

The acquisition is significant relative to our existing business and involves the separation of the PSS business from Honeywell. As a result, the transaction may involve greater operational complexity than the acquisition of a standalone business, including our reliance on transition services following the completion of the acquisition, the separation and integration of systems, processes and personnel, and the establishment or expansion of certain standalone functions for the PSS business. These activities may take longer, cost more, or be more disruptive to our existing business or to the PSS business than anticipated. We may not realize the anticipated strategic and financial benefits of the acquisition, including expected synergies, within the anticipated timeframe or at all. Delays in completing the acquisition, increased financing or integration costs, operational disruption, or our inability to achieve the expected benefits or synergies could adversely affect our business, financial condition, results of operations and cash flows.