LINDSAY CORP

Previous wording

This Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect expectations for future Company performance. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company’s web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should,” and similar expressions generally identify forward-looking statements. For these statements throughout this Annual Report on Form 10-K, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The entire sections entitled “Financial Overview and Outlook” and “Risk Factors” should be considered forward-looking statements.

Current wording

This Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect expectations for future Company performance. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company’s website, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should,” and similar expressions generally identify forward-looking statements. For these statements throughout this Annual Report on Form 10-K, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The entire sections entitled “Financial Overview and Outlook” and “Risk Factors” should be considered forward-looking statements.

Previous wording

Management has evaluated the Company’s accounting policies and determined that none involve estimates or assumptions that are considered critical under SEC guidance. However, the Company considers its revenue recognition policy to be critical to understanding its financial condition and results of operations due to the significance of revenue to its business and the judgment involved in applying the principles of ASC 606 as follows:

Current wording

Management has evaluated the Company’s accounting policies and determined that none involve estimates or assumptions that are considered critical under Securities and Exchange Commission ("SEC") guidance. However, the Company considers its revenue recognition policy to be critical to understanding its financial condition and results of operations due to the significance of revenue to its business and the judgment involved in applying the principles of Accounting Standards Codification ("ASC") 606 as follows:

Previous wording

Operating revenues in fiscal 2025 were $676.4 million, an 11 percent increase compared to $607.1 million in the prior year. Irrigation segment revenues increased 11 percent to $568.0 million and infrastructure segment revenues increased 16 percent to $108.4 million. Net earnings for fiscal 2025 increased 12 percent to $74.1 million or $6.78 per diluted share compared with $66.3 million or $6.01 per diluted share in the prior fiscal year. The increase in net earnings resulted from the impact of higher operating revenues and higher other income, driven by lower interest expense and higher interest income compared to the prior fiscal year. These increases were partially offset by the impact of a higher effective income tax rate compared to the prior fiscal year.

Current wording

Operating revenues in fiscal 2026 were $635.9 million, a 6 percent decrease compared to $676.4 million in the prior year. Irrigation segment revenues decreased 5 percent to $541.5 million and infrastructure segment revenues decreased 13 percent to $94.4 million. Net earnings for fiscal 2026 decreased 25 percent to $55.7 million or $5.33 per diluted share compared with $74.1 million or $6.78 per diluted share in the prior fiscal year. The decrease in net earnings resulted from the impact of lower operating income in both segments and a higher effective income tax rate compared to the prior fiscal year, both of which were partially offset by higher other income compared to the prior year.

Previous wording

Agricultural commodity prices – As of August 2025, corn prices were approximately 5 percent higher and soybean prices approximately 8 percent higher, when compared to price levels prevailing in August 2024. Agriculture commodity prices fluctuate based on supply factors, such as global production and inventory levels of commodities, and demand factors such as food and feed consumption, biofuel production, and the level of China's demand for agricultural imports.

Current wording

Agricultural commodity prices – As of August 2026, corn prices were approximately 32 percent higher and soybean prices were approximately 22 percent higher, when compared to price levels prevailing in August 2025. Agriculture commodity prices fluctuate based on supply factors, such as global production and inventory levels of commodities, and demand factors such as food and feed consumption, biofuel production, and the level of China's demand for agricultural imports.

Previous wording

Net farm income – As of September 2025, the U.S. Department of Agriculture (the “USDA”) forecast for U.S. 2025 net farm income was projected to be $179.8 billion, an increase of 41 percent from the USDA’s final U.S. 2024 net farm income of $127.8 billion. This projected increase is based mainly on an increase in government support payments from supplemental and ad-hoc disaster support programs, while cash receipts from crops are expected to decrease 3 percent.

Current wording

Net farm income – As of September 2026, the U.S. Department of Agriculture (the “USDA”) forecast for U.S. 2026 net farm income was projected to be $158.4 billion, a decrease of 3 percent from the USDA’s final U.S. 2025 net farm income of $162.6 billion. This projected decrease is driven primarily by higher input costs and partially offset by an increase in government support payments.

Previous wording

In response to U.S. tariffs on imports from Canada, Mexico, China and other countries, the Company implemented a comprehensive action plan that included supplier negotiation, strategic inventory placement, and other supply chain initiatives to manage potential cost impacts. The impact of the tariffs has resulted in a marginal increase to the Company's cost of goods, which has been passed through to the market through an increase in the pricing of products. The potential impact of additional tariffs or retaliatory actions has been considered, and the Company plans to utilize its global footprint and supply chain to try to minimize the potential impact of these actions on its business and customers.

Current wording

In 2025, new tariffs were imposed in the U.S., including under the International Emergency Economic Powers Act (the "IEEPA"), on imports from Canada, Mexico, China and other countries on certain materials involved in the Company's production of goods. In response to these tariffs, the Company implemented a comprehensive action plan that included supplier negotiation, strategic inventory placement, and other supply chain initiatives to manage potential cost impacts. The impact of the tariffs has resulted in a marginal increase in the Company's cost of goods, a portion of which has been passed through to the market through an increase in the pricing of products. The potential impact of additional tariffs or retaliatory actions has been considered, and the Company plans to utilize its global footprint and supply chain to try to minimize the potential impact of these actions on its business and customers. On February 20, 2026, the United States Supreme Court issued a decision invalidating tariffs imposed under the IEEPA. The Company has applied for refunds for IEEPA tariffs where it believes it is entitled to a refund claim. The Company has recorded a recovery of the tariff for claims where any refund is considered probable and reasonably estimable.

Previous wording

The Agriculture Improvement Act of 2018 (the “Farm Bill”) was signed into law in December 2018 and provides a degree of certainty to growers, including funding for the Environmental Quality Incentives Program, which provides financial assistance to farmers to implement conservation practices, and is frequently used to assist in the purchase of center pivot irrigation systems. The Farm Bill expired September 30, 2025, and although the expiration doesn't immediately stop all programs, it creates uncertainty and pauses certain programs. Congress is working to pass a new, comprehensive Farm Bill to provide longer-term certainty for farmers.

Current wording

The Agriculture Improvement Act of 2018 (the “Farm Bill”) was signed into law in December 2018 and provides a degree of certainty to growers, including funding for the Environmental Quality Incentives Program, which provides financial assistance to farmers to implement conservation practices, and is frequently used to assist in the purchase of center pivot irrigation systems. The Farm Bill expired September 30, 2025, however, the OBBBA extends key commodity support programs under the Farm Bill and is projected to increase agricultural-focused spending by approximately $65.6 billion following the Farm Bill's expiration (fiscal 2025 through fiscal 2034). Of that total, $59.0 billion is directed toward core farm safety net enhancements. In addition, in November 2025, legislation was adopted that included a one-year extension of the remaining provisions of the Farm Bill that were not included in the OBBBA.

Previous wording

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. The U.S. Environmental Protection Agency (the “EPA”) establishes biofuel volume requirements for the Renewable Fuels Standard ("RFS") program. In June 2025, the EPA proposed new volume requirements for 2026 and 2027 that represent increases of approximately 8 percent and 10 percent, respectively, over 2025 requirements. The new requirements, along with other proposed regulatory changes, are intended to strengthen the RFS program and support the growth of domestically produced renewable fuels.

Current wording

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. The U.S. Environmental Protection Agency (“EPA”) establishes biofuel volume requirements for the Renewable Fuels Standard (RFS). In March 2026, the EPA finalized new volume requirements for 2026 and 2027 that represent increases of approximately 16 percent over 2025 requirements. The new requirements, along with other proposed regulatory changes, are intended to strengthen the RFS program and support the growth of domestically produced renewable fuels.

Previous wording

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. Additionally, international results are influenced by large project sales which tend to fluctuate and can be difficult to forecast accurately. In the fourth quarter of fiscal 2024, the Company began shipment under a multi-year supply agreement to provide irrigation systems and remote management and scheduling technology for a large project in the MENA region. The project is valued at over $100 million in revenue, with equipment deliveries occurring throughout fiscal 2025 and continuing into the first quarter of fiscal 2026.

Current wording

The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. Additionally, international results are influenced by large project sales which tend to fluctuate and can be difficult to forecast accurately. While deliveries in the Middle East and North Africa (MENA) region have not yet been significantly delayed or impacted by the current Iran conflict in the Middle East, the Company continues to monitor the implications on its business and acknowledges that expected project timing in the region could change as the conflict evolves. Additionally, the broader economic impact of the conflict on the Company’s supply chain and customers is uncertain as freight and other input costs have increased.

Previous wording

The infrastructure business continues to be driven by the Company's transportation safety products, the demand for which largely depends on government spending for road construction and improvements. The enactment of the IIJA in November 2021 introduced $110 billion in incremental federal funding for roads, bridges, and other transportation projects, which the Company expects will support demand for its transportation safety products as states utilize these funds in construction projects. The federal programs under IIJA are scheduled to run through September 2026.

Current wording

The infrastructure business continues to be driven by the Company's transportation safety products, the demand for which largely depends on government spending for road construction and improvements. The enactment of the IIJA in November 2021 introduced $110 billion in incremental federal funding for roads, bridges, and other transportation projects, which the Company believes has supported demand for its transportation safety products as states utilize these funds in construction projects. The federal programs under IIJA are scheduled to run through December 2026.

Previous wording

As of August 31, 2025, the Company had an order backlog of $110.7 million compared with $180.9 million at August 31, 2024. Included in these backlogs are amounts of $9.8 million and $36.5 million, respectively, for orders not expected to be fulfilled within the subsequent twelve months. The decrease in backlog is primarily attributed to deliveries relating to the large irrigation project in the MENA region during fiscal 2025. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing, and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders; therefore, it is generally not a good indication of the revenues to be realized in succeeding quarters.

Current wording

As of August 31, 2026, the Company had an order backlog of $102.5 million compared with $110.7 million at August 31, 2025. Included in these backlogs are amounts of $17.6 million and $9.8 million, respectively, for orders not expected to be fulfilled within the subsequent twelve months. The decrease in backlog is primarily attributed to deliveries relating to the large irrigation project in the MENA region. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing, and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders; therefore, it is generally not a good indication of the revenues to be realized in succeeding quarters.

Previous wording

The following “Fiscal 2025 Compared to Fiscal 2024” section presents an analysis of the Company’s consolidated operating results displayed in the Consolidated Statements of Earnings and should be read together with the information in Note 18, Business Segments, to the consolidated financial statements. A discussion regarding our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on October 24, 2024, which is available free of charge on the SEC’s website atwww.sec.gov and the Company’s website atwww.lindsay.com under the tab “Investor Relations – SEC Filings.”

Current wording

The following “Fiscal 2026 Compared to Fiscal 2025” section presents an analysis of the Company’s consolidated operating results displayed in the Consolidated Statements of Earnings and should be read together with the information in Note 17, Business Segments, to the consolidated financial statements. A discussion regarding our financial condition and results of operations for fiscal 2025 compared to fiscal 2024 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, filed with the SEC on October 23, 2025, which is available free of charge on the SEC’s website atwww.sec.gov and the Company’s website atwww.lindsay.com under the tab “Investor Relations – Filings & Reports – SEC Filings.”

Previous wording

Includes corporate general and administrative expenses of $35.2 million and $29.9 million for fiscal 2025 and 2024, respectively.

Current wording

Includes corporate general and administrative expenses of $29.2 million and $35.2 million for fiscal 2026 and 2025, respectively.

Previous wording

Operating revenues in fiscal 2025 were $676.4 million, an increase of 11 percent or $69.3 million, compared to $607.1 million in fiscal 2024. Irrigation segment revenues of $568.0 million increased $54.1 million, or 11 percent, compared to the prior fiscal year as an increase in international irrigation revenues was partially offset by a decrease in North America irrigation revenues. Infrastructure revenues of $108.4 million increased $15.2 million, or 16 percent, compared to the prior fiscal year. The irrigation segment provided 84 percent of Company revenue in fiscal 2025 as compared to 85 percent in fiscal 2024.

Current wording

Operating revenues in fiscal 2026 were $635.9 million, a decrease of 6 percent or $40.5 million, compared to $676.4 million in fiscal 2025. Irrigation segment revenues of $541.5 million decreased $26.5 million, or 5 percent, compared to the prior fiscal year primarily due to lower project sales in the MENA region and lower sales volume in North America, Brazil and other parts of South America. Infrastructure revenues of $94.4 million decreased $14.0 million, or 13 percent, compared to the prior fiscal year. The irrigation segment provided 85 percent of Company revenue in fiscal 2026 as compared to 84 percent in fiscal 2025.

Previous wording

Infrastructure segment revenues in fiscal 2025 were $108.4 million, an increase of $15.2 million, or 16 percent, from $93.2 million in fiscal 2024. The increase was primarily driven by higher Road Zipper System project sales, along with slightly higher sales of road safety products. These increases were partially offset by lower Road Zipper System leasing revenue compared to the prior fiscal year.

Current wording

Infrastructure segment revenues in fiscal 2026 were $94.4 million, a decrease of $14.0 million, or 13 percent, from $108.4 million in fiscal 2025. The decrease was primarily driven by lower Road Zipper System project revenues, as the prior year included a $20 million project that did not repeat. This decrease was partially offset by higher sales of road safety products in the current year.

Previous wording

Gross profit was $210.8 million for fiscal 2025, an increase of $19.7 million, or 10 percent, compared to $191.1 million for fiscal 2024. The increase in gross profit resulted primarily from higher revenues in irrigation and infrastructure. Gross margin was 31.2 percent of sales for fiscal 2025 compared to 31.5 percent of sales for fiscal 2024. Increased gross margin in infrastructure resulted primarily from a more favorable margin mix of revenues with higher Road Zipper System sales compared to the prior fiscal year. This favorable impact was partially offset by lower irrigation gross margin resulting primarily from a higher percentage of international project revenue that was dilutive to gross margin compared to the prior fiscal year.

Current wording

Gross profit was $183.8 million for fiscal 2026, a decrease of $27.0 million, or 13 percent, compared to $210.8 million for fiscal 2025. The decrease in gross profit resulted primarily from lower revenues in both irrigation and infrastructure. Gross margin was 28.9 percent of sales for fiscal 2026 compared to 31.2 percent of sales for fiscal 2025. Lower irrigation gross margin resulted primarily from higher input costs and fixed cost deleverage on lower unit sales volumes. Infrastructure gross margin also decreased due to the $20 million project in fiscal 2025 that did not repeat in fiscal 2026, resulting in an unfavorable impact on gross margin.

Previous wording

The Company’s operating expenses of $122.7 million for fiscal 2025 increased $8.3 million, or 7 percent, compared to fiscal 2024 operating expenses of $114.4 million. The increase was driven by higher sales commissions and incentive compensation expense, which was partially offset by lower salary and wage expense compared to the prior fiscal year.

Current wording

The Company’s operating expenses of $116.9 million for fiscal 2026 decreased $5.8 million, or 5 percent, compared to fiscal 2025 operating expenses of $122.7 million. The decrease was driven primarily by lower incentive compensation expenses.

Previous wording

Other income amounted to $6.5 million in fiscal 2025 compared to $2.4 million in fiscal 2024. The increase in other income resulted primarily from a $2.5 million increase in interest income and a reduction in interest expense of $1.4 million compared to the prior fiscal year.

Current wording

Other income amounted to $8.4 million in fiscal 2026 compared to $6.5 million in fiscal 2025. The increase in other income resulted primarily from an overall increase of $4.0 million in net interest income, which was partially offset by foreign currency losses of $2.3 million compared to the prior year.

Previous wording

Net earnings for fiscal 2025 were $74.1 million, or $6.78 per diluted share, an increase of 12 percent, compared to $66.3 million, or $6.01 per diluted share, for fiscal 2024.

Current wording

Net earnings for fiscal 2026 were $55.7 million, or $5.33 per diluted share, a decrease of 25 percent, compared to $74.1 million, or $6.78 per diluted share, for fiscal 2025.

Previous wording

The Company’s cash and cash equivalents totaled $250.6 million at August 31, 2025 compared with cash and cash equivalents of $190.9 million at August 31, 2024. The increase resulted from the excess of cash provided by operating activities over the cash used in investing and financing activities. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under the credit arrangements that are described below. In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The Company does not have any additional off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The Company believes its current cash resources, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.

Current wording

The Company’s cash and cash equivalents totaled $189.8 million at August 31, 2026 compared with cash and cash equivalents of $250.6 million at August 31, 2025. The decrease resulted from the $139.0 million of total cash used in financing and investing activities, namely share repurchases and capital expenditures, exceeding cash generated from operating activities. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under the credit arrangements that are described below. In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The Company does not have any additional off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The Company believes its current cash resources, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.

Previous wording

The Company’s total cash and cash equivalents held by foreign subsidiaries amounted to $97.4 million and $84.3 million as of August 31, 2025 and 2024, respectively. The Company does not consider its earnings in foreign subsidiaries to be permanently reinvested and accrues applicable taxes on its foreign subsidiaries' earnings. The Company does not expect the repatriation of these funds, and any applicable taxes, to have a significant impact on the Company’s overall liquidity.

Current wording

The Company’s total cash and cash equivalents held by foreign subsidiaries amounted to $124.2 million and $97.4 million as of August 31, 2026 and 2025, respectively. The Company does not consider its earnings in foreign subsidiaries to be permanently reinvested and accrues applicable taxes on its foreign subsidiaries' earnings. The Company does not expect the repatriation of these funds, and any applicable taxes, to have a significant impact on the Company’s overall liquidity.

Previous wording

Net working capital was $389.2 million at August 31, 2025 as compared with $367.4 million at August 31, 2024. Cash flows provided by operating activities totaled $132.9 million during the year ended August 31, 2025 compared to $95.8 million provided by operating activities during the prior fiscal year. The current fiscal year benefited from higher net earnings and more favorable changes in working capital compared to the prior fiscal year.

Current wording

Net working capital was $321.8 million at August 31, 2026 as compared with $389.2 million at August 31, 2025. Cash flows provided by operating activities totaled $74.9 million during the year ended August 31, 2026 compared to $132.9 million provided by operating activities during the prior fiscal year. The current year was unfavorably impacted by lower net earnings and negative changes in working capital compared to the prior year.

Previous wording

Cash flows used in investing activities totaled $48.6 million during the year ended August 31, 2025 compared to $25.9 million during the prior fiscal year. Purchases of property, plant, and equipment amounted to $42.5 million in the current fiscal year compared to $29.0 million in the prior fiscal year. The current fiscal year also included the purchase of an equity method investment for $5.8 million.

Current wording

Cash flows used in investing activities totaled $42.8 million during the year ended August 31, 2026 compared to $48.6 million during the prior fiscal year. Purchases of property, plant, and equipment amounted to $40.2 million in the current fiscal year compared to $42.5 million in the prior fiscal year.

Previous wording

Cash flows used in financing activities totaled $26.9 million during the year ended August 31, 2025 compared to $38.6 million during the prior fiscal year. During the current fiscal year, the Company repurchased $11.5 million of common stock compared to $22.5 million in the prior fiscal year.

Current wording

Cash flows used in financing activities totaled $96.2 million during the year ended August 31, 2026 compared to $26.9 million during the prior fiscal year. During the current fiscal year, the Company repurchased $80.7 million of common stock compared to $11.5 million in the prior fiscal year.

Previous wording

Capital expenditures for fiscal 2026 are expected to range from approximately $50 million to $55 million, including equipment replacement, productivity improvements, new product development and commercial growth investments. An increase over recent levels of capital expenditures relates to modernization and productivity improvements planned at certain manufacturing facilities. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.

Current wording

Capital expenditures for fiscal 2027 are expected to amount to approximately $40 million, including equipment replacement, productivity improvements, new product development and commercial growth investments. The final cash flows related to the modernization and productivity improvements planned at certain manufacturing facilities are anticipated to occur in the first half of the Company's fiscal 2027. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.

Previous wording

In fiscal 2025, the Company paid cash dividends of $1.45 per common share or $15.7 million to stockholders as compared to $1.41 per common share or $15.5 million to stockholders in fiscal 2024.

Current wording

In fiscal 2026, the Company paid cash dividends of $1.49 per common share or $15.4 million to stockholders as compared to $1.45 per common share or $15.7 million to stockholders in fiscal 2025.

Previous wording

The Company’s Board of Directors authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Company repurchased $11.5 million and $22.5 million of common shares during the year ended August 31, 2025 and 2024, respectively. The remaining amount available under the repurchase program was $30.0 million as of August 31, 2025.

Current wording

The Company’s Board of Directors previously authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares could be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. In November 2025, the Company's Board of Directors authorized a new share repurchase program of up to $150.0 million of the Company's outstanding common stock. The Company repurchased $80.7 million and $11.5 million of common shares during the year ended August 31, 2026 and 2025, respectively. The share repurchases completed in the first quarter of fiscal 2026 depleted the previous $250.0 million share repurchase authorization. The remaining amount available under the repurchase program was $100.0 million as of August 31, 2026.

Previous wording

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, 2030. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund future acquisitions. At August 31, 2025 and 2024, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At August 31, 2025, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 5.69 percent at August 31, 2025), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent (0.125 percent at August 31, 2025) on the unused balance depending on the Company’s leverage ratio then in effect.

Current wording

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, 2030. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund future acquisitions. At August 31, 2026 and 2025, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At August 31, 2026, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate (“SOFR”) plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 5.03 percent at August 31, 2026), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent (0.125 percent at August 31, 2026) on the unused balance depending on the Company’s leverage ratio then in effect.

Previous wording

Borrowings under the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes. Each of the credit arrangements described above include certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio. In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference into the Senior Notes for the benefit of the holders of the Senior Notes. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable. At August 31, 2025 and 2024, the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.

Current wording

Borrowings under the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes. Each of the credit arrangements described above includes certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio. In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference into the Senior Notes for the benefit of the holders of the Senior Notes. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable. At August 31, 2026 and 2025, the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.