HELIOS TECHNOLOGIES INC
For the period ended Dec 28, 2024. Filed Feb 25, 2025.
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FY2024 · Filed Feb 25, 2025
HLIO$48.00-3.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
| Page | |
|---|---|
| 1. The following financial statements are included in Part II, Item 8: | |
| Reports of Independent Registered Public Accounting Firm | 50 |
| Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023 | 53 |
| Consolidated Statements of Operations for the Years Ended December 28, 2024, December 30, 2023 and December 31, 2022 | 54 |
| Consolidated Statements of Comprehensive Income for the Years Ended December 28, 2024, December 30, 2023 and December 31, 2022 | 55 |
| Consolidated Statements of Shareholders’ Equity for the Years Ended December 28, 2024, December 30, 2023 and December 31, 2022 | 56 |
| Consolidated Statements of Cash Flows for the Years Ended December 28, 2024, December 30, 2023 and December 31, 2022 | 57 |
| Notes to the Consolidated Financial Statements | 59 |
All other schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements and notes thereto in Item 8 above.
| 2. Exhibits: | |
|---|---|
| ExhibitNumber | Exhibit Description |
| 3.1 | Amended and Restated Articles of Incorporation of the Company (previously filed as Exhibit 3.1 in the Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed on December 19, 1996 (File No. 333-14183), and incorporated herein by reference). |
| 3.2 | Articles of Amendment to Articles of Incorporation effective June 8, 2011 (previously filed as Exhibit 3.1 to the Company’s Form 8-K filed on June 9, 2011, and incorporated herein by reference). |
| 3.3 | Articles of Amendment to Amended and Restated Articles of Incorporation as filed with the Secretary of State of Florida on June 4, 2014 (previously filed as Exhibit 3.1 to the Company's Report on Form 8-K filed on June 4, 2014, and incorporated herein by reference). |
| 3.4 | Articles of Amendment to Amended and Restated Articles of Incorporation as filed with the Secretary of State of Florida on June 13, 2019 (previously filed as Exhibit 3.1 to the Company’s Form 8-K filed on June 18, 2019, and incorporated herein by reference). |
| 3.5 | Fourth Amended and Restated Bylaws dated June 4, 2021 (previously filed as Exhibit 3.1 to the Company’s Form 8-K filed on June 7, 2021 and incorporated herein by reference). |
| 4.1 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on February 25, 2020, and incorporated herein by reference). |
| 10.1+ | Form of Indemnification Agreement (previously filed as Exhibit 10.1 to the Company’s Form 8-K filed on April 23, 2020, and incorporated herein by reference). |
| 10.2+ | Sun Hydraulics Corporation Employee Stock Purchase Plan (previously filed as Exhibit 10.14+ to the Company’s Annual Report on Form 10-K filed on March 9, 2011, and incorporated herein by reference). |
| 10.3+ | Amendment No. 1 to Sun Hydraulics Corporation Employee Stock Purchase Plan dated July 1, 2017 (previously filed as Exhibit 10.7+ to the Company’s Annual Report on Form 10-K filed on February 27, 2018, and incorporated herein by reference). |
| 10.4+ | Amendment No. 2 to Helios Technologies, Inc. Employee Stock Purchase Plan dated September 20, 2019 (previously filed as Exhibit 10.4+ to the Company’s Annual Report on Form 10-K filed on February 25, 2020, and incorporated herein by reference). |
| 10.5+ | Helios Technologies 2019 Equity Incentive Plan (previously filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the 2019 Annual Meeting of Shareholders filed on April 26, 2019, and incorporated herein by reference). |
| 10.7+ | Helios Technologies, Inc. 2022 Non-Employee Director Compensation Policy (previously filed as Exhibit 10.12+ to the Company’s Report on Form 10-K filed on March 1, 2022, and incorporated herein by reference). |
| 10.8+ | Sun Hydraulics Limited Share Incentive Plan (previously filed as Exhibit 4 to the Company’s Registration Statement on Form S-8 filed on March 27, 2009 (File Number 333158245), and incorporated herein by reference). |
| 10.9+ | Form of Executive Officer Continuity Agreement (previously filed as Exhibit 10.3+ to the Company’s Form 8-K filed on June 18, 2019, and incorporated herein by reference). |
| 10.10+ | Form of Executive Officer Severance Agreement (previously filed as Exhibit 10.2+ to the Company’s Form 8-K filed on June 18, 2019, and incorporated herein by reference). |
| 10.11+ | Amended and Restated Executive Officer Severance Agreement between Josef Matosevic and Helios Technologies, Inc., dated as of June 4, 2021 (previously filed as Exhibit 10.4+ to the Company’s Form 8-K filed on June 7, 2021 and incorporated herein by reference). |
| 10.12 | Revolving Credit Facility Credit Agreement, dated July 29, 2016, between Sun Hydraulics Corporation and PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and JPMorgan Chase Bank, N.A. (previously filed as Exhibit 99.1 to the Company’s Report on Form 8-K filed on August 3, 2016, and incorporated herein by reference). |
| 10.13 | Pledge Agreement dated July 29, 2016 (previously filed as Exhibit 99.2 to the Company’s Report on Form 8-K filed on August 3, 2016, and incorporated herein by reference). |
| 10.14 | Revolving Credit Note dated July 29, 2016 (previously filed as Exhibit 99.3 to the Company’s Report on Form 8-K filed on August 3, 2016, and incorporated herein by reference). |
| 10.15 | Second Amended and Restated Credit Agreement, dated October 28, 2020, by and among Helios Technologies, Inc. as Borrower, the Guarantor parties thereto, the financial institutions party thereto from time to time as lenders, and PNC Bank, National Association, as Administrative Agent. (previously filed as Exhibit 10.1 to the Company’s Report on Form 8-K filed on October 30, 2020, and incorporated herein by reference). |
| 10.16 | First Amendment to Second Amended and Restated Credit Agreement among Helios Technologies, Inc. as Borrower, the Guarantor parties thereto, the financial institutions party thereto from time to time as lenders, and PNC Bank, National Association, as Administrative Agent, dated July 1, 2021 (previously filed as Exhibit 10.3 to the Company’s Report on Form 10-Q on August 10, 2021, and incorporated herein by reference). |
| 10.17 | Second Amendment to Second Amended and Restated Credit Agreement among Helios Technologies, Inc. as Borrower, the Guarantor parties thereto, the financial institutions party thereto from time to time as lenders, and PNC Bank, National Association, as Administrative Agent, dated November 19, 2021 (previously filed as Exhibit 10.23+ to the Company’s Report on Form 10-K filed on March 1, 2022, and incorporated herein by reference).* |
| 10.18 | Third Amendment to Second Amended and Restated Credit Agreement among Helios Technologies, Inc. as Borrower, the Guarantor parties thereto, the financial institutions party thereto from time to time as lenders, and PNC Bank, National Association, as Administrative Agent, dated July 29, 2022 (previously filed as Exhibit 10.3 to the Company’s Report on Form 10-Q filed on November 8, 2022, and incorporated herein by reference). |
| 10.19 | Third Amended and Restated Credit Agreement, dated June 25, 2024, by and among Helios Technologies, Inc. as Borrower, the Guarantors party thereto, the financial institutions party thereto from time to time as lenders, and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 the Company’s Form 8-K filed on June 26, 2024, and incorporated herein by reference). |
| 10.20+ | Employment Agreement between Matteo Arduini and Helios Technologies, Inc., dated December 20, 2018, as amended on February 28, 2020 and December 16, 2020 (previously filed as Exhibit 10.22+ to the Company's Report on Form 10-K filed on March 2, 2021, and incorporated herein by reference). |
| 10.21+ | Helios Technologies 2020 Executive Compensation Policy (previously filed as Exhibit 10.1+ to the Company’s Form 8-K filed on March 3, 2020, and incorporated herein by reference). |
| 10.22+ | Form of Restricted Stock Unit and Stock Option Agreement (previously filed as Exhibit 10.2+ to the Company’s Form 8-K filed on March 3, 2020, and incorporated herein by reference). |
| 10.23+ | Form of Special Retention Restricted Stock Unit Agreement (previously filed as Exhibit 10.1+ to the Company’s Form 8-K filed on April 28, 2020, and incorporated herein by reference). |
| 10.24+ | Form of Performance Stock Option Agreement for Helios employees (previously filed as Exhibit 10.1+ to the Company’s Report on Form 10-Q filed on November 8, 2022, and incorporated herein by reference). |
| 10.25+ | Form of Performance Stock Option Agreement for business unit officers (previously filed as Exhibit 10.2+ to the Company’s Report on Form 10-Q filed on November 8, 2022, and incorporated herein by reference). |
| 10.26+ | Advisory and Transition Services & Release Agreement between the Company and Tricia Fulton, dated July 17,2023 (previously filed as Exhibit 10.1+ to the Company’s Current Report on Form 8-K filed on July 17, 2023,and incorporated herein by reference). |
| 10.27+ | Helios Technologies, Inc. 2023 Equity Incentive Plan (previously filed as Appendix A to the Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 20, 2023, and incorporated herein by reference). |
| 10.28+ | Form of Restricted Stock Unit Grant Agreement (previously filed as Exhibit 10.30+ to the Company's Report on Form 10-K filed on February 27, 2024, and incorporated herein by reference). |
| 10.29 | Fourth Amendment to Second Amended and Restated Credit Agreement among Helios Technologies, Inc. asBorrower, the Guarantor parties thereto, the financial institutions party thereto from time to time aslenders, and PNC Bank, National Association, as Administrative Agent, dated March 28, 2023 (previouslyfiled as Exhibit 10.2 to the Company’s Report on Form 10-Q filed on May 9, 2023, and incorporated herein by reference). |
| 10.30 | Incremental Facility Amendment to Second Amended and Restated Credit Agreement among HeliosTechnologies, Inc. as Borrower, the Guarantor parties thereto, the financial institutions party thereto fromtime to time as lenders, and PNC Bank, National Association, as Administrative Agent, dated May 17, 2023(previously filed as Exhibit 10.1 to the Company’s Report on Form 8-K filed on May 17, 2023, andincorporated herein by reference). |
| 14 | Helios Code of Business Conduct and Ethics (previously filed as exhibit 14 to the Company's Report on Form 10-K filed on March 2, 2021, and incorporated herein by reference). |
| 19.1 | Helios Insider Trading Policy. |
| 21.1 | Subsidiaries of the Registrant. |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
| 31.1 | CEO and CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | CEO and CFO Certification pursuant to 18 U.S.C. § 1350. |
| 97.1 | Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standardsadopted pursuant to 17 CFR 240.10D-1 (previously filed as Exhibit 97.1 to the Company's Report on Form 10-K filed on February 27, 2024, and incorporated herein by reference). |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, has been formatted in Inline XBRL. |
- Executive management contract or compensatory plan or arrangement.
- Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(2) of Regulation S-K. The omitted information is not material.
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