ENTEGRIS INC

Previous wording

Recent and continuing developments in U.S. and foreign trade policy have heightened global trade tensions and created significant uncertainty in macroeconomic and geopolitical environments, particularly with respect to China. Beginning in 2025, the U.S. government imposed tariffs and other trade measures affecting products and materials imported into the U.S., prompting protectionist and retaliatory actions by other countries. In February 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Although a refund process for previously collected IEEPA duties is underway, the timing and scope of recoverable amounts remain uncertain and, even assuming recoverability, such retained amounts would not be material to the Company. Following the ruling, the Administration imposed new tariffs under other statutory authorities and has initiated investigations that may lead to additional tariffs under Section 301 of the Trade Act of 1974 covering a broad range of products and trading partners, including countries in which we operate. If new tariffs are imposed by the U.S., other countries, including countries into which we sell, may once again impose protectionist and retaliatory measures. The U.S. tariff framework remains subject to ongoing litigation, legislative action, and further executive action, any of which could materially alter the tariff rates applicable to our products and supply chain.

Current wording

Recent and continuing developments in U.S. and foreign trade policy have heightened global trade tensions and created significant uncertainty in macroeconomic and geopolitical environments, particularly with respect to China. Beginning in 2025, the U.S. government imposed tariffs and other trade measures affecting products and materials imported into the U.S., prompting protectionist and retaliatory actions by other countries. The U.S. government has initiated, and in certain cases, concluded investigations that have led, or may lead, to additional tariffs under Section 301 of the Trade Act of 1974, as amended, covering a broad range of products and trading partners, including countries in which we operate. If new tariffs are imposed by the U.S., other countries, including countries into which we sell, may once again impose protectionist and retaliatory measures. The U.S. tariff framework remains subject to ongoing litigation, legislative action, and further executive action, any of which could materially alter the tariff rates applicable to our products and supply chain.

Previous wording

Because of the global nature of our business, these trade developments have exposed, and may continue to expose, our business and operations to various risks, particularly supply chain-related risks. The imposition of tariffs and other trade measures (i) has increased, and may continue to increase, our sourcing and manufacturing costs, (ii) has required, and may continue to require, us to adjust our supply chain and find alternative suppliers, and (iii) may result in manufacturing and delivery delays. In addition, foreign governments may apply rules of origin or other trade measures that treat products we manufacture outside the United States as U.S.-origin goods, potentially subjecting those products to retaliatory tariffs or other restrictions that increase costs for our customers and reduce demand for our products in those markets. As a result, we may face a reduction in the demand for, and in the competitiveness of, our products, including from increased local or domestically sourced competition, harm to our relationships with our customers, and decreased profitability. These risks may be exacerbated by the overall macroeconomic uncertainty stemming from current trade tensions which may slow economic growth and negatively impact the demand for products containing semiconductors, thereby decreasing the demand for our products.

Current wording

Because of the global nature of our business, these trade developments have exposed, and may continue to expose, our business and operations to various risks, particularly supply chain-related risks. The imposition of tariffs and other trade measures (i) has increased, and may continue to increase, our sourcing and manufacturing costs, (ii) has required, and may continue to require, us to adjust our supply chain and find alternative suppliers, and (iii) may result in manufacturing and delivery delays. In addition, foreign governments may apply rules of origin or other trade measures that treat products we manufacture outside the United States as U.S.-origin goods, potentially subjecting those products to retaliatory tariffs or other restrictions that increase costs for our customers and reduce demand for our products in those markets. Foreign governments have also imposed, and may further impose, export controls or licensing requirements on raw materials and inputs on which we rely, which could disrupt our supply chain or increase our costs. As a result, we may face a reduction in the demand for, and in the competitiveness of, our products, including from increased local or domestically sourced competition, harm to our relationships with our customers, and decreased profitability. These risks may be exacerbated by the overall macroeconomic uncertainty stemming from current trade tensions which may slow economic growth and negatively impact the demand for products containing semiconductors, thereby decreasing the demand for our products.

Previous wording

Our strategy has been, and will continue to be, to build a resilient supply chain and a global manufacturing footprint near our customers. While this strategy should mitigate the financial and operational impact of these trade policies, we expect that our business will be impacted, particularly in the near term, when elevated tariffs are imposed on our products. We are also currently evaluating our options with respect to IEEPA tariff refunds. Given the dynamic nature of this situation, the direct and indirect impact to our customers and our business is difficult to quantify; however, we will continue to closely monitor this evolving situation, further leverage our global footprint and regional supply chain, and explore additional options to mitigate trade-related risks.

Current wording

Our strategy has been, and will continue to be, to build a resilient supply chain and a global manufacturing footprint near our customers. While this strategy should mitigate the financial and operational impact of these trade policies, we expect that our business will be impacted, particularly in the near term, when elevated tariffs are imposed on our products. Certain tariffs are not eligible for duty drawback or preferential treatment under free trade agreements, which may limit the options available to us to mitigate their impact. Given the dynamic nature of this situation, the direct and indirect impact to our customers and our business is difficult to quantify; however, we will continue to closely monitor this evolving situation, further leverage our global footprint and regional supply chain, and explore additional options to mitigate trade-related risks.

Previous wording

This change in accounting estimate is effective beginning in fiscal year 2026 and is applied prospectively to the assets on our balance sheet as of December 31, 2025 and to future asset purchases. Based on the carrying amount of the assets included in property, plant and equipment, net in our condensed consolidated balance sheet as of December 31, 2025, we expect total depreciation expense in 2026 to be reduced by approximately $73.0 million recognized primarily in cost of revenues and R&D expenses. For additional information, see Note 1 to the condensed consolidated financial statements for further discussion of the change.

Current wording

This change in accounting estimate is effective beginning in fiscal year 2026 and is applied prospectively to the assets on our balance sheet as of December 31, 2025 and to future asset purchases. Based on the carrying amount of the assets included in property, plant and equipment, net in our condensed consolidated balance sheet as of December 31, 2025, we expect total depreciation expense in 2026 to be reduced by approximately $73.0 million recognized primarily in cost of revenues and R&D expenses. For further discussion of the change, see Note 1 to the condensed consolidated financial statements.

Previous wording

Analysis of Financial Condition and Results of Operations” of our Annual Report. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates, except for the change in the estimated useful lives of certain property, plant and equipment. See Note 1 to the condensed consolidated financial statements for further discussion of the change.

Current wording

The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates, except for the change in the estimated useful lives of certain property, plant and equipment. See Note 1 to the condensed consolidated financial statements for further discussion of the change.

Previous wording

Three Months Ended March 28, 2026 Compared to Three Months Ended March 29, 2025

Current wording

Three and Six Months Ended June 27, 2026 Compared to Three and Six Months Ended June 28, 2025

Previous wording

The following table compares operating results for the three months ended March 28, 2026 and March 29, 2025, both in dollars and as a percentage of net sales, for each caption.

Current wording

The following table compares operating results for the three and six months ended June 27, 2026 and June 28, 2025, both in dollars and as a percentage of net sales, for each caption.

Previous wording

Net sales For the three months ended March 28, 2026, net sales increased by 5.0% to $811.9 million, compared to $773.2 million for the three months ended March 29, 2025. An analysis of the factors underlying the change in net sales is presented in the following table:

Current wording

Net sales For the three months ended June 27, 2026, net sales increased by 11.5% to $883.2 million, compared to $792.4 million for the three months ended June 28, 2025. An analysis of the factors underlying the change in net sales is presented in the following table:

Previous wording

As described in the table above, the increase in net sales was primarily attributable to a $37.5 million increase in sales primarily due to increased sales from both of our reporting segments and an increase of $1.2 million of sales attributable to favorable foreign currency translations compared to the fiscal quarter ended March 29, 2025.

Current wording

As described in the table above, the increase in net sales was primarily attributable to a $97.8 million increase in sales primarily due to increased sales from both of our reporting segments, partially offset by a decrease of $7.0 million of sales attributable to unfavorable foreign currency translations compared to the fiscal quarter ended June 28, 2025.

Previous wording

On a geographic basis, sales percentage by customers’ country or region for the three months ended March 28, 2026 and March 29, 2025 and the percentage increase (decrease) in sales for the three months ended March 28, 2026 compared to the sales for the three months ended March 29, 2025 were as follows:

Current wording

On a geographic basis, sales percentage by customers’ country or region for the three months ended June 27, 2026 and June 28, 2025 and the percentage increase (decrease) in net sales for the three months ended June 27, 2026 compared to net sales for the three months ended June 28, 2025 were as follows:

Previous wording

The decrease in sales to customers in North America primarily relates to decreased demand for our MS and APS products. The increase in sales to customers in Taiwan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in China primarily relates to decreased demand for our MS products, partially offset by increased demand of our APS products. The increase in sales to customers in South Korea primarily relates to increased demand of our MS and APS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our APS products, partially offset by increased demand for our MS products. The increase in sales to customers in Southeast Asia primarily relates to increased demand of our APS products.

Current wording

The decrease in sales to customers in North America primarily relates to decreased demand for our MS products, partially offset by increased demand for our APS products. The increase in sales to customers in Taiwan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in China primarily relates to decreased demand for our MS products, partially offset by increased demand for our APS products. The increase in sales to customers in South Korea primarily relates to increased demand for our MS and APS products. The increase in sales to customers in Japan primarily relates to increased demand for our MS and APS products. The decrease in sales to customers in Europe primarily relates to decreased demand for our APS products, partially offset by increased demand for our MS products. The increase in sales to customers in Southeast Asia primarily relates to increased demand for our MS and APS products.

Previous wording

Gross margin increased by 0.8 percentage points for the three months ended March 28, 2026, compared to the same period in the prior year. Gross margin increased primarily as a result of increased production volumes across our manufacturing facilities and a decrease in depreciation expense due to the change in useful lives of certain of our property, plant and equipment. See Note 1 to the condensed consolidated financial statements for further discussion of the change.

Current wording

Gross margin increased by 3.2 percentage points for the three months ended June 27, 2026, compared to the same period in the prior year. Gross margin increased primarily as a result of increased production volumes enabled by strong operational performance across our manufacturing facilities and a decrease in depreciation expense due to the change in useful lives for specific property, plant and equipment. See Note 1 to the condensed consolidated financial statements for further discussion of the change.

Previous wording

Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $117.6 million in the three months ended March 28, 2026, compared to $103.3 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:

Current wording

Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $126.5 million in the three months ended June 27, 2026, compared to $115.1 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:

Previous wording

Engineering, research and development expenses The Company’s ER&D efforts focus on the support or extension of current product lines and the development of new products and manufacturing technologies. ER&D expenses were $75.3 million in the three months ended March 28, 2026 compared to $84.8 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:

Current wording

Engineering, research and development expenses The Company’s ER&D efforts focus on the support or extension of current product lines and the development of new products and manufacturing technologies. ER&D expenses were $82.8 million in the three months ended June 27, 2026 compared to $84.3 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:

Previous wording

Amortization of intangible assets Amortization of intangible assets was $46.3 million in the three months ended March 28, 2026, compared to $46.1 million for the three months ended March 29, 2025.

Current wording

Amortization of intangible assets Amortization of intangible assets was $46.1 million in the three months ended June 27, 2026, compared to $46.0 million for the three months ended June 28, 2025.

Previous wording

Interest expense Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs and original issuance discounts associated with such borrowings. Interest expense was $48.9 million in the three months ended March 28, 2026, compared to $51.0 million in the three months ended March 29, 2025. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.

Current wording

Interest expense Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs and original issuance discounts associated with such borrowings. Interest expense was $48.6 million in the three months ended June 27, 2026, compared to $52.4 million in the three months ended June 28, 2025. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.

Previous wording

Other expense, net Other expense, net was $1.4 million in the three months ended March 28, 2026 and consisted mainly of foreign currency transaction losses of $0.8 million and a loss on extinguishment of debt of $0.5 million. Other expense, net was $1.3 million in the three months ended March 29, 2025 and consisted mainly of foreign currency transaction losses of $2.1 million.

Current wording

Other expense, net Other expense, net was $7.8 million in the three months ended June 27, 2026 and consisted mainly of equity investment impairment of $6.7 million and a loss on extinguishment of debt of $1.7 million, partially offset by foreign currency transaction gains of $0.8 million. Other income, net was $0.2 million in the three months ended June 28, 2025 and consisted mainly of foreign currency transaction gains of $0.1 million.

Previous wording

Income tax expense Income tax expense was $1.0 million in the three months ended March 28, 2026, compared to income tax expense of $8.2 million in the three months ended March 29, 2025. The Company’s effective income tax rate was 1.1% for the three months ended March 28, 2026, compared to 11.5% for the three months ended March 29, 2025. The effective tax rate for the fiscal quarter ended March 28, 2026 was lower primarily due to changes enacted with the One Big Beautiful Bill Act, the release of unrecognized tax benefits resulting from guidance issued by the IRS in the quarter and a change in income mix.

Current wording

Income tax expense Income tax expense was $16.5 million in the three months ended June 27, 2026, compared to income tax expense of $2.8 million in the three months ended June 28, 2025. The Company’s effective income tax rate was 15.0% for the three months ended June 27, 2026, compared to 5.0% for the three months ended June 28, 2025 The effective tax rate for the quarter ended June 27, 2026 was higher primarily due to an increase in book income, tax expense recorded related to a provision to return adjustment, and the release of unrecognized tax benefits in the quarter ended June 28, 2025 that did not recur in the quarter ended June 27, 2026.

Previous wording

Certain provisions of the Act are effective for tax years beginning after December 31, 2025, and therefore affect the current quarter’s financial results. The Company continues to evaluate the impact of the Act on the Company’s future tax positions.

Current wording

Certain provisions of the Act are effective for tax years beginning after December 31, 2025, and therefore affects the current year financial results. The Company continues to evaluate the impact of the Act on the Company’s future tax positions.

Previous wording

Net income Due to the factors noted above, the Company recorded net income of $92.0 million, or $0.60 per diluted share, in the three months ended March 28, 2026, compared to net income of $62.9 million, or $0.41 per diluted share, in the three months ended March 29, 2025.

Current wording

Net income Due to the factors noted above, the Company recorded net income of $93.6 million, or $0.61 per diluted share, in the three months ended June 27, 2026, compared to net income of $52.8 million, or $0.35 per diluted share, in the three months ended June 28, 2025.

Previous wording

The following table compares non-GAAP financial measures for the three months ended March 28, 2026 and March 29, 2025, both in dollars and as a percentage of net sales, for each caption.

Current wording

The following table compares non-GAAP financial measures for the three and six months ended June 27, 2026 and June 28, 2025, both in dollars and as a percentage of net sales, for each caption.

Previous wording

The increase in Adjusted Operating Income for the three months ended March 28, 2026 compared to the year-ago period is generally attributable to an increase in sales and decrease in depreciation expense due to the change in useful lives of certain of our property, plant and equipment. The increase in Adjusted EBITDA for the three months ended March 28, 2026 compared to the year-ago period is generally attributable to an increase in sales. The increase in Non-GAAP EPS for the three months ended March 28, 2026 compared to the year-ago period is primarily attributable to an increase in sales, decrease in depreciation expense due to the change in useful lives of certain of our property, plant and equipment and a decrease in income expense.

Current wording

The increase in Adjusted Operating Income, Adjusted EBITDA and Non-GAAP EPS for the three and six months ended June 27, 2026 compared to the year-ago period is generally attributable to an increase in sales, operating leverage in our manufacturing facilities and decrease in depreciation expense due to the change in useful lives of specific property, plant and equipment, partially offset by an increase in SG&A expenses, primarily related to variable compensation.

Previous wording

The following table presents selected net sales and segment profit data for the Company’s two reportable segments, along with unallocated general and administrative expenses, for the three months ended March 28, 2026 and March 29, 2025.

Current wording

The following table presents selected net sales and segment profit data for the Company’s two reportable segments, along with unallocated general and administrative expenses, for the three and six months ended June 27, 2026 and June 28, 2025.

Previous wording

For thefirst fiscal quarter of 2026, MS net sales increased to $351.1 million, up 3% compared to $341.4 million in the comparable period last year. The sales increase was driven primarily by increased sales from advanced deposition materials, selective etch chemistries and CMP consumables. MS reported a segment profit of $75.9 million in thefirst fiscal quarter of 2026, up 1% from a $75.0 million segment profit in the year-ago period. The segment profit increase was primarily due to higher sales.

Current wording

For thesecond fiscal quarter of 2026, MS net sales increased to $371.3 million, up 5% compared to $354.9 million in the comparable period last year. The sales increase was driven primarily by increased sales from advanced deposition materials, specialty materials, selective etch chemistries and CMP consumables. MS reported a segment profit of $77.7 million in thesecond fiscal quarter of 2026, up 7% from a $72.5 million segment profit in the year-ago period. The segment profit increase was primarily due to higher sales and lower depreciation expense as a result of changes in useful lives of specific property, plant and equipment, partially offset by higher variable compensation costs.

Previous wording

For thefirst fiscal quarter of 2026, APS net sales increased to $463.6 million, up 7% compared to $433.9 million in the comparable period last year. The sales increase was mainly due to increased sales from liquid filtration, FOUPs, and gas filtration products. APS reported a segment profit of $133.6 million in thefirst fiscal quarter of 2026, up 24% from $108.1 million in the year-ago period. The segment profit increase was primarily due to higher gross profit related to an increase in sales and lower depreciation expense as a result of changes in useful lives of certain of our property, plant and equipment.

Current wording

For thesecond fiscal quarter of 2026, APS net sales increased to $514.6 million, up 17% compared to $439.9 million in the comparable period last year. The sales increase was mainly due to increased sales from liquid and gas filtration and purification products, FOUPs, and fluid management solutions. APS reported a segment profit of $150.9 million in thesecond fiscal quarter of 2026, up 57% from $95.9 million in the year-ago period. The segment profit increase was primarily due to higher gross profit related to an increase in sales and lower depreciation expense as a result of changes in useful lives of specific property, plant and equipment, partially offset by higher variable compensation costs.

Previous wording

Operating activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities totaled $183.0 million in the three months ended March 28, 2026, compared to $140.4 million in the three months ended March 29, 2025. This increase was driven by a $27.1 million increase in operating assets and liabilities and a $15.5 million increase of net income adjusted for non-cash reconciling items.

Current wording

Operating activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities totaled $339.2 million in the six months ended June 27, 2026, compared to $253.9 million in the six months ended June 28, 2025. This increase was driven by a $32.8 million increase in operating assets and liabilities and a $52.5 million increase of net income adjusted for non-cash reconciling items.

Previous wording

Changes in operating assets and liabilities for the three months ended March 28, 2026 were driven by changes in trade accounts receivables, inventories and accounts payable and accrued liabilities The change in trade accounts receivable is primarily due to timing of payments received. The change in inventories was mainly due to an increase in business activity. The change in accounts payable and accrued liabilities was primarily driven by timing of payments to vendors and lower payment of the previous year’s incentive compensation.

Current wording

Changes in operating assets and liabilities for the six months ended June 27, 2026 were driven by changes in trade accounts receivables, inventories and accounts payable and accrued liabilities. The change in trade accounts receivable is primarily due to timing of customer collections. The change in inventories was mainly due to an increase in business activity. The change in accounts payable and accrued liabilities was primarily driven by timing of payments to vendors and higher incentive compensation accrual.

Previous wording

Investing activities Cash flows used in investing activities totaled $38.4 million in the three months ended March 28, 2026, compared to cash flows used in investing activities of $108.3 million in the three months ended March 29, 2025. The decrease resulted primarily from a decrease in cash paid for acquisition of property, plant and equipment of $66.5 million.

Current wording

Investing activities Cash flows used in investing activities totaled $74.6 million in the six months ended June 27, 2026, compared to cash flows used in investing activities of $174.9 million in the six months ended June 28, 2025. The decrease resulted primarily from a decrease in cash paid for acquisition of property, plant and equipment of $93.7 million.

Previous wording

Financing activities Cash used in financing activities totaled $61.6 million during the three months ended March 28, 2026, compared to cash used in financing activities of $22.4 million during the three months ended March 29, 2025. The increase was primarily due to increased net debt activity of $50.0 million compared to the prior period, partially offset by an increase in proceeds from issuance of common stock of $12.9 million.

Current wording

Financing activities Cash used in financing activities totaled $270.1 million during the six months ended June 27, 2026, compared to cash used in financing activities of $40.2 million during the six months ended June 28, 2025. The increase was primarily due to increased net debt activity of $250.0 million compared to the prior period, partially offset by an increase in proceeds from issuance of common stock of $31.0 million.

Previous wording

Our total dividend payments were $15.4 million in the three months ended March 28, 2026 compared to $15.4 million in the three months ended March 29, 2025. We have paid a cash dividend in each fiscal quarter since the fourth fiscal quarter of 2017. On April 15, 2026, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on May 20, 2026 to shareholders of record on the close of business on April 29, 2026.

Current wording

Our total dividend payments were $30.8 million in the six months ended June 27, 2026 compared to $30.6 million in the six months ended June 28, 2025. We have paid a cash dividend in each fiscal quarter since the fourth fiscal quarter of 2017. On July 15, 2026, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on August 19, 2026 to shareholders of record on the close of business on July 29, 2026.

Previous wording

(2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to, at the Company’s option, either (i) SOFR, plus an applicable margin of 1.75% or (ii) a base rate plus an applicable margin of 0.75%. The Revolving Facility has commitments of $575.0 million as of March 28, 2026. During the three months ended March 28, 2026, the Company borrowed and repaid $65.0 million under this Revolving Facility and no balance was outstanding at March 28, 2026.

Current wording

(2) Our senior secured revolving credit facility due 2031 (the “Revolving Facility”) bears interest at a rate per annum equal to, at the Company’s option, either (i) SOFR plus an applicable margin of 1.25%, 1.5% or 1.75% or (ii) a base rate plus an applicable margin of 0.25%, 0.5% or 0.75%, in each case depending on the Company’s first lien net leverage ratio. As of June 27, 2026, the applicable margins were 1.50% and 0.50%, respectively.

Previous wording

During the three months ended March 28, 2026, the Company repaid $50 million under the term loans B under our Term Loan Facility.

Current wording

During the three and six months ended June 27, 2026, the Company repaid 200 million and $250 million, respectively, under the term loans B under our Term Loan Facility.

Previous wording

Through March 28, 2026, the Company was in compliance with the financial covenant under its debt arrangements.

Current wording

The Amended Credit Agreement contains a maximum first lien net leverage ratio covenant of 5.20 to 1.00, which is tested only when utilization of the Revolving Facility exceeds a specified threshold. Through June 27, 2026, the Company was in compliance with the financial covenant under its debt arrangements.

Previous wording

The Company also has a line of credit with one bank that provides for borrowings in Japanese yen for the Company’s Japanese subsidiaries, equivalent in the aggregate to approximately $6.3 million. During the three months ended March 28, 2026, there were no borrowings under this line of credit and there was no balance was outstanding at March 28, 2026.

Current wording

The Company also has a line of credit with one bank that provides for borrowings in Japanese yen for the Company’s Japanese subsidiaries, equivalent in the aggregate to approximately $6.2 million. During the three and six months ended June 27, 2026, there were no borrowings under this line of credit, and no balance was outstanding at June 27, 2026.

Previous wording

Adjusted EBITDA is defined by the Company as net income adjusted to exclude (1) equity in net loss of affiliates, (2) income tax expense, (3) interest expense, (4) interest income, (5) other expense, net, (6) depreciation, and (7) the impact of any Special Items. Adjusted Operating Income is defined by the Company as Adjusted EBITDA exclusive of the depreciation addback noted above. The Company also utilizes ratios of non-GAAP financial measures such as Adjusted EBITDA to Company net sales and Adjusted Operating Income to Company net sales (referred to as Adjusted EBITDA Margin and Adjusted Operating Margin, respectively).

Current wording

Adjusted EBITDA is defined by the Company as net income adjusted to exclude (1) equity in net loss of affiliates, (2) income tax expense, (3) interest expense, (4) interest income, (5) other expense (income), net, (6) depreciation, and (7) the impact of any Special Items. Adjusted Operating Income is defined by the Company as Adjusted EBITDA exclusive of the depreciation addback noted above. The Company also utilizes ratios of non-GAAP financial measures such as Adjusted EBITDA to Company net sales and Adjusted Operating Income to Company net sales (referred to as Adjusted EBITDA Margin and Adjusted Operating Margin, respectively).

Previous wording

Management considers these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their most directly comparable financial measures calculated in accordance with GAAP. The calculations of Adjusted EBITDA, Adjusted Operating Income, Non-GAAP Net Income and Non-GAAP EPS, and reconciliations between these financial measures and their most directly comparable GAAP equivalents, are presented below in the accompanying tables.

Current wording

Management considers these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their most directly comparable financial measures calculated in accordance with GAAP. The calculations of Adjusted EBITDA, Adjusted Operating Income,

Previous wording

(1) Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization and (ii) workforce reductions.

Current wording

(1) Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit and asset impairment charges, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization, (ii) workforce reductions and (iii) the wind-down of the Company’s Life Sciences Fluid Management business.

Previous wording

(1)Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit and asset impairment charges, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization and (ii) workforce reductions.

Current wording

(1)Restructuring charges resulting from discrete cost saving initiatives inclusive of employee termination benefit and asset impairment charges, primarily related to (i) an internal reorganization, combining two complementary divisions into one and realigning our customer facing organization (ii) workforce reductions and (iii) the wind-down of the Company’s Life Sciences Fluid Management business.

Previous wording

(2)Loss on extinguishment of debt of our Term Loan Facility in 2026.

Current wording

(3)Loss on extinguishment of debt of our Term Loan Facility in 2026.

Previous wording

(3)Non-cash amortization expense associated with intangibles acquired in acquisitions.

Current wording

(4)Non-cash amortization expense associated with intangibles acquired in acquisitions.