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HELIOS TECHNOLOGIES, INC.

For the period ended Apr 22, 2025. Filed Apr 23, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 22, 2025 · Filed Apr 23, 2025

HLIO$47.44-21.1%Stored close · as of Nov 6, 2026
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Contents

APPENDIX A

NON-GAAP RECONCILIATIONS

Non-GAAP Adjusted Net Income ReconciliationYear Ended Dec 28, 2024Per Diluted Share*
GAAP net income$39.0$1.17
Acquisition and financing-related expenses10.70.02
Restructuring charges25.30.16
Officer transition costs1.90.06
Acquisition integration costs30.30.01
Change in fair value of contingent consideration0.40.01
Amortization of intangible assets433.10.99
Other(2.2)(0.07)
Tax effect of above(8.8)(0.26)
Non-GAAP adjusted net income*$69.7$2.10
Non-GAAP adjusted net income per diluted share*$2.10
Non-GAAP Adjusted EBITDA ReconciliationYear Ended Dec 28, 2024Margin
GAAP net income$39.04.8%
Interest expense, net33.84.2%
Income tax provision11.51.4%
Depreciation and amortization63.87.9%
EBITDA*148.118.4%
Acquisition and financing-related expenses10.70.1%
Restructuring charges25.30.7%
Officer transition costs1.90.2%
Acquisition integration costs30.30.0%
Change in fair value of contingent consideration0.40.0%
Other(2.2)(0.3)%
Adjusted EBITDA*$154.519.2%
EBITDA margin*18.4%
Adjusted EBITDA margin*19.2%
Non-GAAP Adjusted Free Cash Flow ReconciliationYear Ended Dec 28, 2024
Net cash provided by operating activities$122.1
Less: capital expenditures27.0
Non-GAAP adjusted free cash flow*$95.1

2025 Proxy Statement | 69

Appendix A

Net Debt-to-Non-GAAP Adjusted EBITDA Leverage Ratio ReconciliationAs ofDec 28, 2024
Current portion of long-term non-revolving debt, net16.0
Revolving lines of credit150.3
Long-term non-revolving debt, net283.2
Total debt449.5
Less: cash and cash equivalents44.1
Net debt405.4
TTM adjusted EBITDA154.5
Ratio of net debt to TTM adjusted EBITDA*2.6
*Adjusted numbers are not measures determined in accordance with generally accepted accounting principles (“GAAP”) in the United States, commonly known as GAAP. Nevertheless, Helios believes that providing these specific non-GAAP figures are important for investors and other readers of Helios financial statements, as they are used as analytical indicators by Helios management to better understand operating performance. These Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered a substitute for GAAP. Please carefully review the Non-GAAP reconciliations to the most directly comparable GAAP measures and the related additional information provided throughout. Because these metrics are non-GAAP measures and are thus susceptible to varying calculations, these figures, as presented, may not be directly comparable to other similarly titled measures used by other companies.

Acquisition and financing-related expenses include costs associated with our M&A activities. We believe these costs are not representative of the Company's operational performance and it is therefore more meaningful to analyze results with the costs excluded. For the twelve months ended December 28, 2024, the charges $0.7 of other miscellaneous M&A costs.

Restructuring activities include activities within our Hydraulics segment related to the creation of our two new Regional Operational Centers of Excellence ("CoE") which are nearing completion. We also continue to add capabilities and activities to our recently expanded Tijuana, Mexico facility to support our Electronics segment. Initial efforts have focused on circuit board assembly and wire harness production. We have also recently initiated some restructuring activities to better optimize our European regional operations. We are transitioning some manufacturing of manifolds and integrated package assembly to our Roncolo, Italy location. These activities include in part the transferring of equipment and operations between facilities. We believe these costs are not representative of the Company's operational performance and it is therefore more meaningful to analyze results with the costs excluded. For the twelve months ended December 28, 2024, the charges include non-recurring labor costs of $2.5 million and manufacturing relocation and other costs of $2.8 million.

Acquisition integration activities include costs associated with integrating our recently acquired businesses, which can occur up to 18 months after acquisition date. We believe these costs are not representative of the Company's operational performance and it is therefore more meaningful to analyze results with the costs excluded. For the twelve months ended December 28, 2024, the costs totaled $0.3 million.

Amortization of intangible assets presented here includes $1.6 million for capitalized software development costs included within cost of sales in the income statement for the twelve months ended December 28, 2024.

General note: items may not sum or recalculate due to rounding.

702025 Proxy Statement

Helios technologies, inc. Annual meeting of shareholders to be held on june 4, 2025 this proxy is solicited on behalf of the board of directors the undersigned hereby makes, constitutes and appoints cary chenanda and alexander schuetz and each of them (with the power of substitution) proxies for the undersigned to represent and to vote, as designated below, all shares of common stock of helios technologies, inc. Held of record by the undersigned on april 9, 2025, at the annual meeting of shareholders to be held on june 4, 2025, at 9:00 a.m. Central time at the deer path inn, 255 e. Illinois rd., lake forest, il 60045 or any adjournment or postponement thereof. This proxy, when properly executed, will be voted as directed herein. If no direction is made, this proxy will be voted “for” the election of directors, “for” proposals 2 and 3. The proxy holders named above also will vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof, including procedural matters and matters relating to the conduct of the meeting. You are encouraged to specify your choices by marking the appropriate boxes on the reverse side. The proxies cannot vote your shares unless you sign and return this card or vote by telephone or internet as described below before the annual meeting. Voting by telephone or internet eliminates the need to return this proxy card. Your vote authorizes the proxies named above to vote your shares to the same extent as if you had marked, signed, dated and returned the proxy card. Before voting, read the proxy statement and proxy voting instructions. Thank you for voting. Continued and to be signed on reverse side il in the envelope provided t important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held june 4, 2025 the proxy statement and our 2024 annual report are available at: https://web.viewproxy.com/heliostechnologies/2025

Please mark your votes like this x the board of directors recommends a vote “for” the election of directors, “for” proposals 2 and 3. 1. To elect two directors, currently serving on our board, to serve until the annual meeting in 2028 and one new director to serve until the annual meeting in 2027, whom shall serve until successors are elected and qualified or until an earlier resignation, removal from office or death; 2. Proposal to ratify the appointment of grant thornton llp as our independent registered public accounting firm for the 2025 year. O for o against o abstain 3. Approval, on an advisory basis, of the compensation of our named executive officers. O for o against o abstain for against abstain 2028 is doug britt 2028 is diana sacchi 2027 is sean bagan date signature signature note: please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title (joint owners) (title) control number do not print in this area (shareholder name & address data) address change/comments: (if you noted any address changes and/or comments above, please mark box.) Please indicate if you plan to attend this meeting lope provided. Control number proxy voting instructions please have your 11 digit control number ready when voting by internet or telephone internet vote your proxy on the internet: go to www.fcrvote.com/hlio have your proxy card available when you access the above website. Follow the prompts to vote your shares. Telephone vote your proxy by phone: call +1 (866) 402-3905 use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Mail vote your proxy by mail: mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.

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