BRUKER CORP

Previous wording

The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.

Current wording

The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”). The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.

Previous wording

any other statements that address events or developments that the Company intends or believes will or may occur in the future.

Current wording

any other statements that address events or developments that we intend or believe will or may occur in the future.

Previous wording

Actual results may differ from those referred to in any forward-looking statements due to a number of factors, including, but not limited to, the risks described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

Current wording

Actual results may differ from those referred to in any forward-looking statements due to a number of factors, including, but not limited to, the risks described in Part I, Item 1A “Risk Factors” in our 2025 Form 10-K and in this Quarterly Report on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

Previous wording

general economic conditions, including inflation, the threat of recession, financial liquidity, currency volatility or devaluation, supply chain or manufacturing capabilities, uncertain economic conditions in the United States and abroad, and additional tariffs, including those imposed or that may be imposed or changed by the current presidential administration in the U.S. and uncertainties relating to the same;

Current wording

general economic conditions, including inflation, the threat of recession, financial liquidity, currency volatility or devaluation, supply chain or manufacturing capabilities, uncertain economic conditions in the United States and abroad, and additional tariffs, including those currently imposed or that may be imposed or changed in the future in the U.S. and uncertainties related to the same;

Previous wording

geopolitical tensions, including those that have or may have impact on our customers, such as the conflict between Russia and Ukraine and related economic sanctions, conflicts in the Middle East and surrounding areas and hostilities involving Iran, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China;

Current wording

geopolitical tensions, including those that have or may have impact on our customers, such as the conflict between Russia and Ukraine and related economic sanctions, conflicts in the Middle East and surrounding areas and hostilities involving Iran, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential conflict involving countries in Asia that are significant to our supply chain operations, such as Taiwan and China;

Previous wording

Several of these factors have in the past affected and may continue to affect the amount and timing of revenue recognized on sales of our products and receipt of related payments and will likely continue to do so in the future. Accordingly, our operating results in any particular quarter may not necessarily be an indication of any future quarter’s operating performance.

Current wording

Several of these factors have affected and may continue to affect the amount and timing of revenue recognized on sales of our products and receipt of related payments, and will likely continue to do so in the future. Accordingly, our operating results in any particular quarter may not necessarily be an indication of any future quarter’s operating performance.

Previous wording

We are a developer, manufacturer and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecular and cellular levels. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major research and development and manufacturing centers in Europe, Asia and North America and we have commercial offices located throughout the world. Bruker is organized into four reportable segments: the Bruker Scientific Instruments (“BSI”) BioSpin Segment, the BSI CALID Segment, the BSI NANO Segment, and the Bruker Energy & Supercon Technologies (“BEST”) Segment.

Current wording

We are a developer, manufacturer, and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecular, and cellular levels. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major research and development and manufacturing centers in Europe, Asia and North America, and we have commercial offices located throughout the world. As of June 30, 2026, Bruker was organized into the following four reportable segments as described in Item 1, Business of our 2025 Form 10-K: the Bruker Scientific Instruments (“BSI”) BioSpin segment, the BSI CALID segment, the BSI NANO segment, and the Bruker Energy & Supercon Technologies (“BEST”) segment.

Previous wording

The following table presents a summary of our consolidated results as of the three months ended March 31, 2026, and 2025 (dollars in millions):

Current wording

The following table presents a summary of our consolidated results as of the periods presented:

Previous wording

Discussion of GAAP financial measures follows in the Results of Operations paragraphs.

Current wording

Discussion of GAAP and Non-GAAP financial measures follows in the Results of Operations paragraphs.

Previous wording

Our management believes that these financial measures provide relevant and useful information that is widely used by equity analysts, investors, and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance and are useful measures to evaluate our continuing business. Additionally, management believes free cash flow is a useful measure to evaluate our business as it indicates the amount of cash generated after additions to property, plant, and equipment which is available for, among other things, investments in our business, acquisitions, share repurchases, dividends, and repayment of debt.

Current wording

Our management believes that these financial measures provide relevant and useful information that is widely used by equity analysts, investors, and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance and are useful measures to evaluate our continuing business. Additionally, management believes free cash flow is a useful measure to evaluate our business as it indicates the amount of cash generated after additions to property, plant, and equipment which is available for, among other things, investments in our business, acquisitions, share repurchases, dividends, and repayment of debt. These non-GAAP measures should be evaluated in the context of our ongoing operating model and may not be indicative of future performance.

Previous wording

Year-over-year (“yoy”) growth rates are calculated as the percentage increase (or decrease) in respective line items relative to GAAP revenue in the comparable prior year.

Current wording

Year-over-year (“YOY”) growth rates are calculated as the percentage increase (or decrease) in respective line items relative to GAAP revenue in the comparable prior year period.

Previous wording

The non-GAAP CER revenue decline during the three months ended March 31, 2026, was driven primarily by weaker demand in the academic and government research and industrial markets for our analytical instruments, partially offset by higher revenue from semiconductor and hospital and clinical markets as well as the current year impact of recent acquisitions.

Current wording

The non-GAAP organic revenue increase of 2.8% during the three months ended June 30, 2026, was driven primarily by stronger demand in the biotechnology and pharmaceutical, hospital and clinical, and semiconductor markets for our analytical instruments, and the current year impact of recent acquisitions, partially offset by lower revenue from academic and government research markets. The non-GAAP organic revenue decrease of 0.8% during the six months ended June 30, 2026, was driven primarily by weaker demand in the academic and government research and industrial markets for our analytical instruments, partially offset by higher revenue from semiconductor and hospital and clinical markets as well as the current year impact of recent acquisitions.

Previous wording

The decrease in total gross profit and gross profit margin during the three months ended March 31, 2026, was driven primarily by foreign exchange headwinds from a declining U.S. Dollar, lower revenue volume, and unfavorable revenue mix, partially offset by cost savings initiatives.

Current wording

The increase in non-GAAP gross profit and gross profit margin during the three and six months ended June 30, 2026, was driven primarily by cost savings initiatives, positive net U.S. tariffs impact, and favorable revenue volume and mix, partially offset by foreign exchange headwinds.

Previous wording

The decrease in our non-GAAP operating margins during the three months ended March 31, 2026, was driven primarily by foreign exchange headwinds from a declining U.S. Dollar, lower revenue volume, and unfavorable revenue mix, partially offset by cost savings initiatives.

Current wording

The increase in our non-GAAP operating margin in the three and six months ended June 30, 2026, was driven primarily by cost savings initiatives, positive net U.S. tariffs impact, and favorable revenue volume and mix, partially offset by foreign exchange headwinds.

Previous wording

For the three months ended March 31, 2026, our free cash flow increased by $8.0 million compared to the same period in 2025, driven by higher operating cashflow and lower capital expenditures.

Current wording

For the six months ended June 30, 2026, our free cash flow increased by $50.6 million compared to the same period in 2025, driven by higher operating cash flow, primarily attributable to the timing of tax and vendor payments.

Previous wording

The overall revenue increase during the three months ended March 31, 2026, was driven mostly by foreign exchange tailwinds from a declining U.S. Dollar and the impact of recent acquisitions within the BSI CALID segment. The BSI BioSpin Segment decrease in revenue was primarily driven by weaker demand in the academic and government research market and GHz-class NMR system sales activity, with one GHz-class NMR system sold in Q1 2025 as compared to none in Q1 2026, partially offset by growth from Pre-Clinical Imaging, services, and software. The BSI CALID Segment revenue increase was driven by the impact of recent acquisitions, including Tofwerk AG (“Tofwerk”), as well as increased volumes from the Optics division and their applied market Security Detection business. BSI Nano Segment revenue decline was driven by weaker demand in the academic and government research and industrial markets for our analytical instruments partially offset by higher revenue from the semiconductor market. The BEST revenue increase was driven mainly by the low temperature superconductor business and higher revenue from the magnetic resonance imaging market.

Current wording

The overall increase in revenue during the six months ended June 30, 2026, when compared to the same period for 2025, was driven mostly by foreign exchange tailwinds from a declining U.S. Dollar and the impact of recent acquisitions within the BSI CALID segment. Revenue from the BSI BioSpin and BSI NANO segments remained consistent during the six months ended June 30, 2026, when compared to the same period in 2025.The BSI CALID segment revenue increase was driven by the impact of recent acquisitions, increased revenue from academic and government research and biotechnology and pharmaceutical markets, as well as the Optics division and their applied market Security Detection business. The BEST revenue increase was driven primarily by growth in the superconductor business and higher revenue related to fusion energy and high-energy physics technologies.

Previous wording

Geographically during the three months ended March 31, 2026, compared to the same period in 2025, our North American revenue decreased by 0.2% and European revenue increased by 12.8%, while Asia Pacific revenue decreased by 10.3% mostly driven by China.

Current wording

Geographically during the three months ended June 30, 2026, compared to the same period in 2025, our North American revenue increased by 10.7%, European revenue increased by 13.3%, and Asia Pacific revenue decreased by 10.2%. During the six months ended June 30, 2026, our North American revenue increased by 5.3%, European revenue increased by 13.0%, and Asia Pacific revenue decreased by 10.3%.

Previous wording

Other charges, net for the three months ended March 31, 2026, decreased to $26.2 million compared to $36.9 million for the comparable period in 2025. The year over year decrease was primarily due to the acquisition-related litigation charges of $18.6 million in 2025 with no comparable charges in 2026, offset by an increase in long-lived asset impairment charges of $12.2 million as a result of the restructuring programs described in Note 10, Restructuring and Asset Impairments. Refer to Note 9, Other Charges, Netfor more details on our other charges, net costs.

Current wording

Other charges, net for the three months ended June 30, 2026, remained consistent at $13.2 million compared to $14.4 million for the same period in 2025. For the six months ended June 30, 2026, other charges, net decreased to $39.4 million compared to $51.3 million for the same period in 2025, primarily due to a $20.7 million decrease in acquisition-related litigation charges driven by the settlement of prior year litigation matters, while no new significant acquisition-related litigation was incurred in the current year. This decrease was partially offset by an increase in long-lived asset impairment charges of $13.7 million primarily related to impairments of right of use assets and fixed assets in connection with the BSI NANO restructuring plan as described in Note 10, Restructuring and Asset Impairments, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Previous wording

The following table presents operating income and operating margins (“OM”) by reportable segment for the periods reported:

Current wording

The following table presents operating (loss) income and operating margins (“OM”) on revenue by reportable segment for the periods reported:

Previous wording

Early in 2025, the U.S. government imposed or increased tariffs on certain foreign imports into the United States from key trading partners, including Germany and Switzerland. On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), and the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to refund such tariffs, subject to potential appeal. On April 20, 2026, CBP launched an online portal for submitting IEEPA tariff refund requests. We have submitted Consolidated Administration and Processing of Entries (“CAPE”) declarations seeking refunds for tariffs paid during fiscal 2025 and the first quarter of fiscal 2026; however, all claims remain subject to CBP review and validation. Because the timing and approval of any refunds are uncertain and contingent upon further legal, regulatory, and administrative developments, no receivable has been recognized as of March 31, 2026. Any approved refunds, if received, could be material.

Current wording

Early in 2025, the U.S. government imposed or increased tariffs on certain foreign imports into the United States from key trading partners, including Germany and Switzerland. On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), and the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to refund such tariffs, subject to potential appeal. On April 20, 2026, CBP launched an online portal for submitting IEEPA tariff refund requests. We have submitted Consolidated Administration and Processing of Entries (“CAPE”) declarations seeking refunds for tariffs paid during fiscal 2025 and the first quarter of fiscal 2026. We recognize tariff refunds upon approval by the IEEPA and record them as a reduction in the costs of product revenue in our unaudited condensed consolidated statements of operations for the applicable period. As of June 30, 2026, the majority of our tariff refund requests had been approved.

Previous wording

Various other tariff programs remain in effect. In February 2026 the U.S. imposed new temporary tariff measures currently scheduled to remain in place through July 2026 and it may impose additional tariffs or extend or expand existing programs. These tariff measures and the related uncertainty in global trade markets have contributed to lower‑than‑anticipated bookings, revenues, and profitability, and may continue to adversely affect our business for the foreseeable future. The magnitude and duration of these impacts are difficult to predict, as trade policies may change without notice. We continue to monitor these developments and assess their potential impact on our business, results of operations and financial condition.

Current wording

Various other tariff programs remain in effect and additional tariff measures have been proposed or implemented, and additional measures may be proposed or implemented in the future. These tariff measures and the related uncertainty in global trade markets have contributed to lower‑than‑anticipated bookings, revenues, and profitability, and may continue to adversely affect our business for the foreseeable future. The magnitude and duration of these impacts are difficult to predict, as trade policies may change without notice. We continue to monitor these developments and assess their potential impact on our business, results of operations and financial condition.

Previous wording

The increase in interest and other income (expense), net in the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to the gain on remeasurement of the previously held equity interest in Tofwerk of $12.2 million. On January 6, 2026, we acquired the remaining 60.0% interest in Tofwerk and remeasured to fair value the previously held 40.0% interest which was accounted for under the equity method. Refer to Note 3, Acquisitionsfor more details on the Tofwerk acquisition and Note 11, Interest and Other Income (Expense), netfor more details on our interest and other income (expense), net.

Current wording

The increase in interest and other income (expense), net in the three and six months ended June 30, 2026, when compared to the same period in 2025, was primarily due to the unrealized gain on equity interest investment of $27.6 million recognized during the three and six months ended June 30, 2026, as well as due to the gain on remeasurement of previously held equity interest in Tofwerk of $12.2 million recognized during the six month ended June 30, 2026. Refer to Note 11, Interest and Other Income (Expense), net, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more details on our interest and other income (expense), net.

Previous wording

The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules, which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended March 31, 2026, reflected currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance did not have a material impact on our income tax provision for the three months ended March 31, 2026. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar Two.

Current wording

The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules (“Pillar Two”), which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three and six months ended June 30, 2026, reflected currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance did not have a material impact on our income tax provision for the three and six months ended June 30, 2026. We continue to monitor the countries in which we operate as they enact legislation implementing Pillar Two.

Previous wording

We anticipate that our existing cash and cash equivalents and credit facilities will be sufficient to support our operating and investing needs, and other liquidity needs for at least the next twelve months and the foreseeable future under the currently anticipated business conditions and macroeconomic environment. As of March 31, 2026, we had $133.4 million in cash and cash equivalents, of which $74.0 million was held in our foreign subsidiaries. The Company has access to the vast majority of its cash and cash equivalent balances held outside of the United States without incurring significant additional tax costs and therefore considers them available for use globally. The amount of funds held in the United States can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as acquisitions and borrowings. As part of our ongoing liquidity assessments, we regularly monitor the mix of domestic and foreign cash flows (both inflows and outflows). Our future cash requirements could be affected by acquisitions that we may complete, or the payment of common and preferred dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common and preferred stock to finance our growth and operating needs. In the future, there are no assurances that we will continue to generate cash flow from operations, that additional financing alternatives will be available to us, if required, or, if available, will be obtained on terms favorable to us.

Current wording

We anticipate that our existing cash and cash equivalents and credit facilities will be sufficient to support our operating and investing needs, and other liquidity needs, for at least the next twelve months and the foreseeable future under the currently anticipated business conditions and macroeconomic environment. As of June 30, 2026, we had $184.9 million in cash and cash equivalents, of which $69.0 million was held by our foreign subsidiaries. Our cash and cash equivalents balance includes the positive net position under our notional cash pooling arrangement. We have access to the vast majority of our cash and cash equivalent balances held outside of the United States without incurring significant additional tax costs and therefore considers them available for use globally. The amount of funds held in the United States can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as acquisitions and borrowings. As part of our ongoing liquidity assessments, we regularly monitor the mix of domestic and foreign cash flows (both inflows and outflows). Our future cash requirements could be affected by acquisitions that we may complete, or the payment of common and preferred dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common and preferred stock to finance our growth and operating needs. In the future, there are no assurances that we will continue to generate cash flow from operations, that additional financing alternatives will be available to us, if required, or, if available, will be obtained on terms favorable to us.

Previous wording

Net cash provided by operating activities during the three months ended March 31, 2026, resulted primarily from consolidated net income adjusted for non-cash items of $95.4 million, and a change in operating assets and liabilities, net of acquisitions of $(24.2) million. Net cash provided by operating activities during the three months ended March 31, 2025, resulted primarily from consolidated net income adjusted for non-cash items of $55.7 million, and a change in operating assets and liabilities, net of acquisitions of $9.3 million.

Current wording

Net cash used in operating activities during the six months ended June 30, 2026, resulted primarily from consolidated net income adjusted for non-cash items of $214.9 million and a change in operating assets and liabilities, net of acquisitions of ($221.1) million. The increase in consolidated net income adjusted for non-cash items was driven primarily by the goodwill impairment charges in our BSI NANO segment related to the impairment of our Bruker Spatial Biology reporting unit and in our BSI BioSpin segment related to the impairment of our Chemspeed Technologies (formerly Automation) reporting unit as described in Note 5, Goodwill and Intangible Assets, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q. The change in operating assets and liabilities, net of acquisitions, decreased primarily due to legal settlement payments as described in Note 20, Commitments and Contingencies, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, and unfavorable changes in working capital, primarily related to lower collections of accounts receivable, partially offset by the timing of taxes payable.

Previous wording

Net cash used in investing activities during the three months ended March 31, 2026, resulted primarily from purchases of property, plant and equipment of $24.2 million and acquisitions of $16.0 million. Net cash used in investing activities during the three months ended March 31, 2025, resulted primarily from purchases of property, plant and equipment of $26.0 million. Net cash used in investing activities during the three months ended March 31, 2026 increased compared to the comparable period in the prior year due to acquisitions, primarily due to the acquisition of Tofwerk, which closed in the first quarter of 2026.

Current wording

Net cash used in investing activities during the six months ended June 30, 2026, resulted primarily from purchases of property, plant and equipment of $53.0 million and cash paid for acquisitions of $16.0 million. Net cash used in investing activities during the six months ended June 30, 2026, decreased compared to the comparable prior year period due to lower acquisition activity.

Previous wording

Net cash used in financing activities during the three months ended March 31, 2026, was primarily from repayments of long-term debt of $181.3 million and cash paid for dividends to our preferred and common shareholders of $18.6 million. Net cash used in financing activities during the three months ended March 31, 2025, was primarily from net repayments of our revolving line of credit of $28.0 million, repayments of long-term debt of $7.7 million, and cash paid for purchases of common stock under our repurchase program of $10.0 million, offset by proceeds from long-term debt of $2.9 million. During the first quarter of 2026, we repaid in full the outstanding balance in our 2024 term loan due in 2029. Additionally, during the year ended December 31, 2025, we raised proceeds via the issuance of equity in the form of the issuance of the Series A Mandatory Convertible Preferred Stock to pay down some of our outstanding debt obligations. As a result of such issuance, we also have certain obligations with respect to discretionary dividends to our preferred shareholders in addition to the discretionary dividends historically paid to our common shareholders.

Current wording

Net cash used in financing activities during the six months ended June 30, 2026, was primarily from repayments of long-term debt of $183.6 million and cash paid for dividends to our preferred and common shareholders of $37.1 million, offset by net proceeds from our 2024 Amended and Restated Revolving Credit Agreement (“Revolving Credit Facility”) of $170.0 million. Net cash used in financing activities during the six months ended June 30, 2026, increased compared to the comparable prior year period primarily due to the repayment of the remaining outstanding balance under our 2024 Term Loan due in 2029 during the first quarter of 2026, and dividend payments to preferred shareholders related to the Series A Mandatory Convertible Preferred Stock issued in the third quarter of 2025.

Previous wording

As of March 31, 2026, we have total outstanding debt of $1.7 billion and a revolving credit facility that provides for up to $900.0 million of backup liquidity to finance working capital needs, refinance or reduce existing indebtedness, and for general corporate use. In addition, the facility provides for an uncommitted incremental facility whereby, under certain circumstances, we may, at our option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $400.0 million. As of March 31, 2026, we were in compliance with all covenants of our debt agreements.

Current wording

As of June 30, 2026, we have total outstanding debt of $1.8 billion and a Revolving Credit Facility that provides for up to $900.0 million of backup liquidity to finance working capital needs, refinance or reduce existing indebtedness, and for general corporate use. In addition, the facility provides for an uncommitted incremental facility whereby, under certain circumstances, we may, at our option, increase the amount of the Revolving Credit Facility or incur term loans in an aggregate amount not to exceed $400.0 million. As of June 30, 2026, we were in compliance with all covenants of our debt agreements.

Previous wording

For a summary of the fair and carrying values of our outstanding debt as of March 31, 2026, and December 31, 2025, refer to Note 15, Debt and Note 16, Fair Value of Financial Instruments to our unaudited condensed consolidated financial statements included in this report. For additional information on our outstanding debt and credit facility refer to Note 20 Debt, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

For a summary of the fair and carrying values of our outstanding debt as of June 30, 2026, and December 31, 2025, refer to Note 15, Debt, and Note 16, Fair Value of Financial Instruments, to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. For additional information on our outstanding debt and credit facility refer to Note 20, Debt, to our consolidated financial statements included in our 2025 Form 10-K.

Previous wording

On September 8, 2025, we issued 2,760,000 shares, or $690 million aggregate liquidation preference, of our 6.375% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, (including 360,000 shares, or $90,000,000 aggregate liquidation preference, of Mandatory Convertible Preferred Stock issued upon exercise by the underwriters of over-allotment option in full) pursuant to a previously announced underwritten public offering. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, at an annual rate of 6.375% on the liquidation preference of $250 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of our common stock or, subject to certain limitations, in a combination of cash and shares of our common stock, at our election, on March 1, June 1, September 1 and December 1 of each year, which commenced on December 1, 2025, and ending on, and including, September 1, 2028. We used the proceeds from this issuance to repay (i) our term loan due December 2026 in full, (ii) outstanding borrowings under our 2024 amended and restated revolving credit agreement in full, and (iii) a portion of our term loan due March 2027. Refer to Note 21, Shareholder's Equity, in the Notes to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more information on our mandatory convertible preferred stock.

Current wording

On September 8, 2025, we issued 2,760,000 shares, or $690 million aggregate liquidation preference, of our 6.375% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, (including 360,000 shares, or $90,000,000 aggregate liquidation preference, of Mandatory Convertible Preferred Stock issued upon exercise by the underwriters of over-allotment option in full) pursuant to a previously announced underwritten public offering. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, at an annual rate of 6.375% on the liquidation preference of $250 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of our common stock or, subject to certain limitations, in a combination of cash and shares of our common stock, at our election, on March 1, June 1, September 1 and December 1 of each year, which commenced on December 1, 2025, and ending on, and including, September 1, 2028. We used the proceeds from this issuance to repay (i) our term loan due December 2026 in full, (ii) outstanding borrowings under our Revolving Credit Facility in full, and (iii) a portion of our term loan due March 2027. Refer to Note 21, Shareholder's Equity, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more information on our mandatory convertible preferred stock.

Previous wording

There have been no material changes to our critical accounting policies and estimates since December 31, 2025. Refer to our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of our critical accounting policies.

Current wording

There have been no material changes to our critical accounting policies and estimates since December 31, 2025, except as noted below. Refer to our 2025 Form 10-K for a discussion of our critical accounting policies and estimates.

Previous wording

Information regarding recent accounting standard changes and developments is incorporated by reference from Part I, Item 1, unaudited condensed consolidated financial statements, of this document and should be considered an integral part of this Item 2. Refer to Note 2, Recent Accounting Pronouncements in the Notes to the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for recently adopted and issued accounting standards.

Current wording

Information regarding recent accounting standard changes and developments is incorporated by reference from Part I, Item 1, unaudited condensed consolidated financial statements, of this document and should be considered an integral part of this Item 2. Refer to Note 2, Recent Accounting Pronouncements, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for recently adopted and issued accounting standards.