Loar Holdings Inc.

Previous wording

This Quarterly Report on Form 10-Q contains both historical information and “forward-looking statements”within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and 27A of the Securities Act of 1933, as amended. All statements other than statements of historical fact included that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, including, in particular, the statements about our plans, objectives, strategies and prospects regarding, among other things, our financial condition, results of operations and business. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. These forward-looking statements may be contained throughout this Quarterly Report on Form 10-Q. These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to, among other things, our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Many factors mentioned in our discussion in this Quarterly Report on Form 10-Q, including the risks outlined under “Risk Factors,” will be important in determining future results. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including those described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors,” of the Annual Report on Form 10-K. Since our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements, we cannot give any assurance that any of the events anticipated by these forward-looking statements will occur or, if any of them does occur, what impact they will have on our business, results of operations and financial condition. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. We do not undertake any obligation to update these forward-looking statements, or the risk factors contained in this Quarterly Report on Form 10-Q, to reflect new information, future events or otherwise, except as may be required under federal securities laws.

Current wording

This Quarterly Report on Form 10-Q contains both historical information and “forward-looking statements”within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and 27A of the Securities Act of 1933, as amended. All statements other than statements of historical fact included that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, including, in particular, the statements about our plans, objectives, strategies and prospects regarding, among other things, our financial condition, results of operations and business. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. These forward-looking statements may be contained throughout this Quarterly Report on Form 10-Q. These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to, among other things, our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Many factors mentioned in our discussion in this Quarterly Report on Form 10-Q, including the risks outlined under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors,” of our most recent Annual Report on Form 10-K, will be important in determining future results. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including those described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors,” of our most recent Annual Report on Form 10-K. Since our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements, we cannot give any assurance that any of the events anticipated by these forward-looking statements will occur or, if any of them does occur, what impact they will have on our business, results of operations and financial condition. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. We do not undertake any obligation to update these forward-looking statements, or the risk factors contained in this Quarterly Report on Form 10-Q, to reflect new information, future events or otherwise, except as may be required under federal securities laws.

Previous wording

Important factors that could cause actual results to differ materially from the forward-looking statements made in this Quarterly Report on Form 10-Q include but are not limited to: the almost exclusive focus of our business on the aerospace and defense industry; our heavy reliance on certain customers for a significant portion of our sales; the fact that we have in the past consummated acquisitions and our intention to continue to pursue acquisitions, and that our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations; and other factors. Refer to Part II, Item 1A included in this Quarterly Report on Form 10-Q and to Part I, Item 1A of the Annual Report on Form 10-K for additional information regarding the foregoing factors that may affect our business.

Current wording

Important factors that could cause actual results to differ materially from the forward-looking statements made in this Quarterly Report on Form 10-Q include but are not limited to: the almost exclusive focus of our business on the aerospace and defense industry; our heavy reliance on certain customers for a significant portion of our sales; the fact that we have in the past consummated acquisitions and our intention to continue to pursue acquisitions, and that our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations; and other factors. Refer to Part II, Item 1A included in this Quarterly Report on Form 10-Q and to Part I, Item 1A of our most recent Annual Report on Form 10-K for additional information regarding the foregoing factors that may affect our business.

Previous wording

As we look to the rest of 2026, we anticipate net sales growth to be driven by organic growth, in particular the conversion of high levels of backlog of our existing products, and the impact from strategic acquisitions. Backlog primarily consists of firm orders for products that have not yet shipped. Continued inflationary pressures and supply chain disruptions may lead to higher material and labor costs although these pressures and disruptions have not had a material effect on our year-to-date results of operations or capital resources, and we do not expect them to materially affect our outlook or business goals. So far in 2026, we have continued and plan to continue our commitment to develop new products and services, penetrate markets further, and pursue an aggressive acquisition strategy while seeking to maintain our financial strength and flexibility.

Current wording

As we look to the rest of 2026 and into 2027, we anticipate net sales growth to be driven by organic growth, in particular the conversion of high levels of backlog of our existing products, and the impact from strategic acquisitions. Backlog primarily consists of firm orders for products that have not yet shipped. Continued inflationary pressures and supply chain disruptions may lead to higher material and labor costs although these pressures and disruptions have not had a material effect on our year-to-date results of operations or capital resources, and we do not expect them to materially affect our outlook or business goals. So far in 2026, we have continued and plan to continue our commitment to develop new products and services, penetrate markets further, and pursue an aggressive acquisition strategy while seeking to maintain our financial strength and flexibility.

Previous wording

The following table sets forth, for the three and six months ended June 30, 2026 and 2025, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (in thousands unless otherwise indicated):

Current wording

The following table sets forth, for the three and nine months ended September 30, 2026 and 2025, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (in thousands unless otherwise indicated):

Previous wording

Net organic sales for the six months ended June 30, 2026 increased $28.2 million or 11.9%, to $266.0 million as compared to $237.8 million for the six months ended June 30, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($17.4 million, an increase of 23.9%), aftermarket total commercial sales ($10.3 million, an increase of 11.3%), and sales of non-aerospace products ($5.4 million, an increase of 39.4%), partially offset by a decline in defense sales ($4.9 million, a decrease of 8.1%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increases in commercial air travel. The increase in sales of non-aerospace products was primarily driven by higher demand for industrial gas-turbine components. The decrease in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period.

Current wording

Net organic sales for the three months ended September 30, 2026 increased $20.1 million or 15.8%, to $146.8 million as compared to $126.8 million for the three months ended September 30, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($7.6 million, an increase of 18.7%), aftermarket total commercial sales ($5.1 million, an increase of 10.0%), sales of non-aerospace products ($3.6 million, an increase of 54.3%), and defense sales ($3.9 million, an increase of 13.4%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increased utilization of the aged commercial aircraft fleet. The increase in sales of non-aerospace products was primarily driven by higher demand for industrial gas-turbine components. The increase in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period and higher demand from global military conflicts.

Previous wording

Net acquisition sales of $61.7 million for the six months ended June 30, 2026 are made up of Beadlight which was acquired on July 28, 2025, LMB which was acquired on December 23, 2025, and Harper Engineering which was acquired on January 21, 2026. This represents 25.9% of the increase in total net sales for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Net acquisition sales of $29.3 million for the three months ended September 30, 2026 are made up of LMB which was acquired on December 23, 2025, and Harper Engineering which was acquired on January 21, 2026. This represents 23.2% of the increase in total net sales for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Previous wording

Cost of sales for the three months ended June 30, 2026 increased $23.5 million, or 41.2%, to $80.4 million compared to $56.9 million for the three months ended June 30, 2025. Cost of sales and the related percentage of net sales for the three months ended June 30, 2026 and 2025 were as follows (in thousands except for percentages):

Current wording

Cost of sales for the three months ended September 30, 2026 increased $20.8 million, or 34.7%, to $80.8 million compared to $60.0 million for the three months ended September 30, 2025. Cost of sales and the related percentage of net sales for the three months ended September 30, 2026 and 2025 were as follows (in thousands except for percentages):

Previous wording

Cost of sales for the three months ended June 30, 2026 increased 0.6% as a percentage of net sales to 46.8% from 46.2% in the comparable period last year. This increase is primarily attributable to higher amortization expense for intangible and other long-term assets, partially offset by lower acquisition and facility integration costs.

Current wording

Cost of sales for the three months ended September 30, 2026 decreased 1.5% as a percentage of net sales to 45.8% from 47.3% in the comparable period last year. This decrease is primarily attributable to the leveraging of costs and lower acquisition and facility integration costs, partially offset by higher amortization expense for intangible and other long-term assets.

Previous wording

Selling, general and administrative expenses increased by $9.6 million to $46.5 million, or 27.1% as a percentage of net sales, for the three months ended June 30, 2026 from $36.9 million, or 30.0% as a percentage of net sales, for the three months ended June 30, 2025. Selling, general and administrative expenses and the related percentage of net sales for the three months ended June 30, 2026 and 2025 were as follows (amounts in thousands except for percentages):

Current wording

Selling, general and administrative expenses increased by $12.1 million to $47.9 million, or 27.2% as a percentage of net sales, for the three months ended September 30, 2026 from $35.8 million, or 28.2% as a percentage of net sales, for the three months ended September 30, 2025. Selling, general and administrative expenses and the related percentage of net sales for the three months ended September 30, 2026 and 2025 were as follows (amounts in thousands except for percentages):

Previous wording

Selling, general and administrative expenses decreased by 2.9% as a percentage of net sales for the three months ended June 30, 2026 when compared to the same period in 2025. This is primarily driven by the leveraging of fixed costs partially offset by increased amortization of intangible assets as a result of the Beadlight, LMB, and Harper Engineering acquisitions as well as increased research and development expenses.

Current wording

Selling, general and administrative expenses decreased by 1.0% as a percentage of net sales for the three months ended September 30, 2026 when compared to the same period in 2025. This is primarily driven by a decrease in stock-based compensation expense, acquisition and facility and integration costs, and research and development expenses as a percentage of sales, partially offset by an increase in amortization of intangible assets as a percentage sales.

Previous wording

Transaction expenses for the three months ended June 30, 2026 and 2025 were $1.6 million and $2.0 million, respectively. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.

Current wording

Transaction expenses for the three months ended September 30, 2026 and 2025 were $0.8 million and $1.8 million, respectively. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.

Previous wording

Other expense for the three months ended June 30, 2026, of $1.3 million is related to an increase in the estimated contingent purchase price for the Harper acquisition.

Current wording

Other expense, net for the three months ended September 30, 2026, of $0.6 million is primarily related to an increase in the estimated contingent purchase price for the Harper Engineering acquisition.

Previous wording

Operating income for the three months ended June 30, 2026, was $41.9 million, or 24.5% as a percentage of net sales, compared to $27.3 million, or 22.2% as a percentage of net sales for the three months ended June 30, 2025. The increase in operating income is due to the factors discussed above.

Current wording

Operating income for the three months ended September 30, 2026, was $46.2 million, or 26.3% as a percentage of net sales, compared to $29.0 million, or 22.9% as a percentage of net sales for the three months ended September 30, 2025. The increase in operating income is due to the factors discussed above.

Previous wording

Interest expense for the three months ended June 30, 2026 increased $13.5 million, to $20.0 million compared to $6.5 million for the three months ended June 30, 2025. This increase is attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.

Current wording

Interest expense for the three months ended September 30, 2026 increased $14.0 million, to $20.0 million compared to $6.0 million for the three months ended September 30, 2025. This increase is attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.

Previous wording

The income tax provision for the three months ended June 30, 2026 was $5.1 million compared to $4.1 million for the three months ended June 30, 2025. This increase was primarily due to a decrease in the discrete impact from excess tax benefits associated with share-based payments in 2026 compared to 2025 as well as the increase in pretax income.

Current wording

The income tax provision for the three months ended September 30, 2026 was $6.6 million compared to an income tax benefit of $4.6 million for the three months ended September 30, 2025. This increase was primarily due to the impact from enactment of the OBBBA which resulted in a one-time tax benefit during the three months ended September 30, 2025.

Previous wording

Net income for the three months ended June 30, 2026 was $16.7 million, or 9.8% as a percentage of net sales, compared to net income for the three months ended June 30, 2025 of $16.7 million, or 13.5% as a percentage of net sales. The results for the three months ended June 30, 2026 were negatively impacted by higher interest expense and higher amortization of intangible and other long-term assets.

Current wording

Net income for the three months ended September 30, 2026 was $19.6 million, or 11.2% as a percentage of net sales, compared to net income for the three months ended September 30, 2025 of $27.6 million, or 21.8% as a percentage of net sales. The results for the three months ended September 30, 2026 were negatively impacted by higher interest expense and higher amortization of intangible and other long-term assets.

Previous wording

Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior period. Net acquisition sales for the six months ended June 30, 2026 represent net sales from acquisitions that were completed in 2025 and 2026 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.

Current wording

Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior period. Net acquisition sales for the nine months ended September 30, 2026 represent net sales from acquisitions that were completed in 2025 and 2026 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.

Previous wording

Net organic sales for the three months ended June 30, 2026 increased $15.1 million or 12.3%, to $138.3 million as compared to $123.1 million for the three months ended June 30, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($9.6 million, an increase of 25.7%), aftermarket total commercial sales ($4.1 million, an increase of 8.6%), and sales of non-aerospace products ($2.4 million, an increase of 32.9%), partially offset by a decline in defense sales ($0.9 million, a decrease of 2.8%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increases in commercial air travel. The increase in sales of non-aerospace products was primarily driven by higher demand for industrial gas-turbine components. The decrease in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period.

Current wording

Net organic sales for the nine months ended September 30, 2026 increased $48.4 million or 13.2%, to $412.8 million as compared to $364.5 million for the nine months ended September 30, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($25.0 million, an increase of 22.0%), aftermarket total commercial sales ($15.3 million, an increase of 10.8%), and sales of non-aerospace products ($9.0 million, an increase of 44.2%), partially offset by a decline in defense sales ($1.0 million, a decrease of 1.1%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increased utilization of the aged commercial aircraft fleet. The increase in sales of non-aerospace products was primarily driven by higher demand for industrial gas-turbine components. The decrease in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period.

Previous wording

Net acquisition sales of $33.3 million for the three months ended June 30, 2026 are made up of Beadlight which was acquired on July 28, 2025, LMB which was acquired on December 23, 2025, and Harper Engineering which was acquired on January 21, 2026. This represents 27.1% of the increase in total net sales for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Current wording

Net acquisition sales of $91.0 million for the nine months ended September 30, 2026 are made up of Beadlight which was acquired on July 28, 2025, LMB which was acquired on December 23, 2025, and Harper Engineering which was acquired on January 21, 2026. This represents 25.0% of the increase in total net sales for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Cost of sales for the six months ended June 30, 2026 increased $45.3 million, or 40.5%, to $157.2 million compared to $111.9 million for the six months ended June 30, 2025. Cost of sales and the related percentage of net sales for the six months ended June 30, 2026 and 2025 were as follows (in thousands except for percentages):

Current wording

Cost of sales for the nine months ended September 30, 2026 increased $66.1 million, or 38.5%, to $238.0 million compared to $171.9 million for the nine months ended September 30, 2025. Cost of sales and the related percentage of net sales for the nine months ended September 30, 2026 and 2025 were as follows (in thousands except for percentages):

Previous wording

Cost of sales for the six months ended June 30, 2026 increased 0.9% as a percentage of net sales to 48.0% from 47.1% in the comparable period last year. This increase is primarily attributable to higher amortization expense for intangible and other long-term assets and the recognition of inventory step-up, both of which are related to the LMB and Harper Engineering acquisitions, partially offset by our operating leverage, execution of our strategic value drivers and lower acquisition and facility integration costs.

Current wording

Cost of sales for the nine months ended September 30, 2026 increased 0.1% as a percentage of net sales to 47.2% from 47.1% in the comparable period last year. This increase is primarily attributable to higher amortization expense for intangible and other long-term assets and the recognition of inventory step-up, both of which are related to the LMB and Harper Engineering acquisitions, partially offset by our operating leverage, execution of our strategic value drivers and lower acquisition and facility integration costs.

Previous wording

Selling, general and administrative expenses increased by $21.0 million to $91.0 million, or 27.8% as a percentage of net sales, for the six months ended June 30, 2026 from $70.0 million or 29.4% as a percentage of net sales, for the six months ended June 30, 2025. Selling, general and administrative expenses and the related percentage of net sales for the six months ended June 30, 2026 and 2025 were as follows (amounts in thousands except for percentages):

Current wording

Selling, general and administrative expenses increased by $33.1 million to $138.9 million, or 27.6% as a percentage of net sales, for the nine months ended September 30, 2026 from $105.8 million or 29.0% as a percentage of net sales, for the nine months ended September 30, 2025. Selling, general and administrative expenses and the related percentage of net sales for the nine months ended September 30, 2026 and 2025 were as follows (amounts in thousands except for percentages):

Previous wording

Selling, general and administrative expenses decreased by 1.6% as a percentage of net sales for the six months ended June 30, 2026 when compared to the same period in 2025. This is primarily driven by the leveraging of fixed costs partially offset by increased amortization of intangible assets as a result of the Beadlight, LMB, and Harper Engineering acquisitions.

Current wording

Selling, general and administrative expenses decreased by 1.4% as a percentage of net sales for the nine months ended September 30, 2026 when compared to the same period in 2025. This is primarily driven by the leveraging of fixed costs and decreases in acquisition and facility integration costs and stock-based compensation expense as a percentage of sales, partially offset by an increase in amortization of intangible assets as a percentage of sales.

Previous wording

Transaction expenses for the six months ended June 30, 2026 and 2025 were $2.8 million and $2.4 million, respectively. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.

Current wording

Transaction expenses for the nine months ended September 30, 2026 and 2025 were $3.6 million and $4.3 million, respectively. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.

Previous wording

Other expense for the six months ended June 30, 2026 of $1.3 million is related to an increase in the estimated contingent purchase price for the Harper acquisition.

Current wording

Other expense, net for the nine months ended September 30, 2026 of $1.9 million is primarily related to an increase in the estimated contingent purchase price for the Harper Engineering acquisition.

Previous wording

Operating income for the six months ended June 30, 2026, was $75.4 million, or 23.0% as a percentage of net sales, compared to $53.5 million, or 22.5% as a percentage of net sales for the six months ended June 30, 2025. The increase in operating income is due to the factors discussed above.

Current wording

Operating income for the nine months ended September 30, 2026, was $121.5 million, or 24.2% as a percentage of net sales, compared to $82.5 million, or 22.6% as a percentage of net sales for the nine months ended September 30, 2025. The increase in operating income is due to the factors discussed above.

Previous wording

Interest expense for the six months ended June 30, 2026 increased $25.8 million, to $38.7 million compared to $12.9 million for the six months ended June 30, 2025. This increase is attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.

Current wording

Interest expense for the nine months ended September 30, 2026 increased $39.7 million, to $58.7 million compared to $19.0 million for the nine months ended September 30, 2025. This increase is attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.

Previous wording

Net income for the six months ended June 30, 2026 was $27.9 million, or 8.5% as a percentage of net sales, compared to net income for the six months ended June 30, 2025 of $32.0 million, or 13.5% as a percentage of net sales. The results for the six months ended June 30, 2026 were negatively impacted by higher interest expense, higher amortization of intangible and other long-term assets, and recognition of inventory step-up attributable to the acquisitions of LMB and Harper Engineering.

Current wording

Net income for the nine months ended September 30, 2026 was $47.5 million, or 9.5% as a percentage of net sales, compared to net income for the nine months ended September 30, 2025 of $59.6 million, or 16.3% as a percentage of net sales. The results for the nine months ended September 30, 2026 were negatively impacted by higher interest expense, higher amortization of intangible and other long-term assets, and recognition of inventory step-up attributable to the acquisitions of LMB and Harper Engineering, and the impact of the enactment of OBBBA on the nine months ended September 30, 2025 results.

Previous wording

Our principal historical liquidity requirements have been for acquisitions, capital expenditures, servicing indebtedness and working capital needs. We fund our investing activities primarily from cash provided by our operating and financing activities. As of June 30, 2026, we had availability of $35 million of a delayed draw term loan commitment and a $50 million revolving line of credit. Based on our current outlook, we believe that net cash provided by operating activities and available borrowings under our Credit Agreement will be sufficient to fund our cash requirements for at least the next twelve months. As we continue to expand our business, including by any acquisitions we may make, we may in the future require additional working capital for increased costs. See “Credit Agreement” (below) for additional detail regarding our financing activities.

Current wording

Our principal historical liquidity requirements have been for acquisitions, capital expenditures, servicing indebtedness and working capital needs. We fund our investing activities primarily from cash provided by our operating and financing activities. As of September 30, 2026, we had availability of a $50 million revolving line of credit. Based on our current outlook, we believe that net cash provided by operating activities and available borrowings under our Credit Agreement will be sufficient to fund our cash requirements for at least the next twelve months. As we continue to expand our business, including by any acquisitions we may make, we may in the future require additional working capital for increased costs. See “Credit Agreement” (below) for additional detail regarding our financing activities.

Previous wording

Net cash provided by operating activities in the six months ended June 30, 2026 and 2025 is $61.2 million and $52.2 million, respectively. The $9.0 million increase was primarily driven by higher noncash items included in net income partially offset by an increase in working capital.

Current wording

Net cash provided by operating activities in the nine months ended September 30, 2026 and 2025 is $106.1 million and $81.9 million, respectively. The $24.2 million increase was primarily driven by higher non-cash items included in net income partially offset by an increase in working capital.

Previous wording

Net cash used in investing activities in the six months ended June 30, 2026 of $256.8 million is principally attributable to the acquisition of Harper Engineering. Net cash used in investing activities in the six months ended June 30, 2025 of $4.7 million is related to capital expenditures.

Current wording

Net cash used in investing activities in the nine months ended September 30, 2026 of $262.3 million is principally attributable to the acquisition of Harper Engineering. Net cash used in investing activities in the nine months ended September 30, 2025 of $40.3 million is principally due to the acquisition of Beadlight in July 2025.

Previous wording

Net cash provided by financing activities in the six months ended June 30, 2026 of $233.7 million is principally related to borrowings under our Credit Agreement in connection with the acquisition of Harper Engineering. Net cash provided by financing activities in the six months ended June 30, 2025 of $1.7 million is principally related to proceeds from the exercise of stock options.

Current wording

Net cash provided by financing activities in the nine months ended September 30, 2026 of $232.1 million is principally related to borrowings under our Credit Agreement in connection with the acquisition of Harper Engineering. Net cash provided by financing activities in the nine months ended September 30, 2025 of $3.2 million is principally related to proceeds from the exercise of stock options and the $1.5 million loan obtained from the West Virginia Economic Development Authority in July 2025.

Previous wording

At June 30, 2026, there was $962.9 million outstanding under the Credit Agreement, and there remained availabilityof $35 million in delayed draw term loan commitments and $50 million in revolving line of credit.

Current wording

At September 30, 2026, there was $961.2 million outstanding under the Credit Agreement, and there was $50.0 million available under the revolving line of credit.

Previous wording

We have future obligations under various contracts relating to debt and interest payments, finance and operating leases and our post-retirement benefit plan. During the six months ended June 30, 2026, there were no material changes to these obligations, other than the contingent purchase consideration that may be paid to the sellers of Harper Engineering if certain financial targets for the years 2026 to 2031 are achieved, as discussed in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements. For a description of our other obligations and commitments, see our consolidated financial statements reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

We have future obligations under various contracts relating to debt and interest payments, finance and operating leases and our post-retirement benefit plan. During the nine months ended September 30, 2026, there were no material changes to these obligations, other than the contingent purchase consideration that may be paid to the sellers of Harper Engineering if certain financial targets for the years 2026 to 2031 are achieved, as discussed in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements. For a description of our other obligations and commitments, see our consolidated financial statements reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

A complete and comprehensive discussion of our most critical accounting policies that require management to make judgments about matters that are inherently uncertain was included in Management’s Discussion and Analysis of Financial Condition and Results of Operations– Critical Accounting Estimates disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31,

Current wording

A complete and comprehensive discussion of our most critical accounting policies that require management to make judgments about matters that are inherently uncertain was included in Management’s Discussion and Analysis of Financial Condition and Results of

Previous wording

2025 which was filed on March 2, 2026. Refer to Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements included herein for updates to disclosures of accounting stand ards recently adopted or required to be adopted in the future.

Current wording

Operations– Critical Accounting Estimates disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025 which was filed on March 2, 2026. Refer to Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements included herein for updates to disclosures of accounting stand ards recently adopted or required to be adopted in the future.

Previous wording

Because of these limitations, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin should not be considered as measures of cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in isolation and specifically by using other U.S. GAAP measures, such as net sales and operating profit, to measure our operating performance. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to the calculations of similarly titled measures reported by other companies.

Current wording

Because of these limitations, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin should not be considered as measures of cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in isolation and specifically by using other U.S. GAAP measures, such as net sales, operating profit, and net income, to measure our operating performance. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to the calculations of similarly titled measures reported by other companies.

Previous wording

The following table sets forth a reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the three and six months ended June 30, 2026 and 2025 (in thousands unless otherwise indicated):

Current wording

The following table sets forth a reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the three and nine months ended September 30, 2026 and 2025 (in thousands unless otherwise indicated):

Previous wording

Representsan adjustment to the contingent purchase price for the Harper Engineering acquisition during the three and six months ended June 30, 2026.

Current wording

Primarily representsan adjustment to the contingent purchase price for the Harper Engineering acquisition during the three and nine months ended September 30, 2026.