HELIOS TECHNOLOGIES, INC.
For the period ended Oct 3, 2026. Filed Nov 6, 2026.
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Oct 3, 2026 · Filed Nov 6, 2026
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Condensed Notes to the Consolidated, Unaudited Financial Statements
(Currencies in millions, except per share data)
- COMPANY BACKGROUND
Helios Technologies, Inc. (“Helios,” the “Company,” “we,” “us,” or “our”) together with its wholly-owned subsidiaries, is a global leader in highly engineered motion control and electronic controls technology, providing premium products that ensure safety, reliability, and seamless connectivity to diverse end markets including agriculture, construction, data centers, energy, health and wellness, industrial, marine, material handling, and recreational vehicles. Helios sells its products to customers in over 80 countries around the world. Its strategy is to be a diversified, customer-centric global enterprise distinguished by innovation, operational speed, and a high-performance culture.
The Company operates undertwo reportable segments: Hydraulics and Electronics. There are two key technologies within the Hydraulics segment: motion control technology (“MCT”) and fluid conveyance technology (“FCT”). Our MCT products provide simultaneous control of acceleration, velocity and position. MCT includes our cartridge valve technology where we pioneered a fundamentally different design platform employing a floating nose construction that results in a self-alignment characteristic. This design provides better performance and reliability advantages compared with most competitors’ product offerings. Our cartridge valves are offered in several size ranges and include both electrically actuated and hydro-mechanical products. They are designed to operate reliably at higher pressures than most competitors products, making them suitable for both industrial and mobile applications. Our FCT products transfer hydraulic and other fluids from one point to another. FCT includes our quick release coupling products, which allow users to connect and disconnect quickly from any fluid circuit without leakage and ensure high-performance under high temperature and pressure using one or multiple couplers. The Electronics segment designs and manufactures customized electronic controls systems, displays, wire harnesses, and software solutions . The broad range of products can be aggregated to provide complete, fully-tailored display and control solutions for engines, engine-driven equipment, specialty vehicles, therapy baths and traditional and swim spas.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Our summary of significant accounting policies is included in Note 2 of our Annual Report on Form 10-K for the fiscal year ended January 3, 2026 (“Form 10-K”), filed by Helios with the Securities and Exchange Commission on March 3, 2026. There have been no significant changes to our significant accounting policies since the filing of our Form 10-K.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for consolidated financial statements are not included herein. The financial statements are prepared on a consistent basis (including normal recurring adjustments) and should be read in conjunction with the consolidated financial statements and related notes contained in the Form 10-K. In management’s opinion, all adjustments necessary for a fair statement of the Company’s financial position are reflected in the interim periods presented. Operating results for the nine months ended October 3, 2026, are not necessarily indicative of the results that may be expected for the fiscal year ended January 2, 2027.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain conditions may result in a loss, which will only be resolved by future events. We, along with our legal counsel, evaluate such contingent liabilities, which inherently involves judgment. If it is probable that a loss has been incurred and can be reasonably estimated, we accrue for such contingent losses. If a potentially material loss contingency is not probable but reasonably possible, or is probable but cannot be estimated, we disclose the nature of the contingent liability and an estimate of the range of possible loss if determinable and material.
The Company records a contingent gain when the following conditions are met: (a) the amount to be received is known, (b) there is no potential for appeal or reversal, and (c) collectability is reasonably assured.
Capitalized Software Development Costs
The Company sells certain products that contain embedded software that is integral to the functionality of the products. Internal and external costs incurred for developing this software are charged to expense until technological feasibility has been established, at which point the development costs are capitalized. Capitalized software development costs primarily include payroll, benefits and other headcount related expenses. Once the products are available for general release to customers, no additional costs are capitalized. Capitalized software development costs, net of accumulated amortization, were $14.4 and $13.2 at October 3, 2026, and January 3, 2026, respectively, and are included in Other assets in the Condensed Consolidated Balance Sheets. For the nine months ended October 3, 2026 and September 27, 2025 amortization expense of Capitalized software development costs were $1.4 and $1.5, respectively, and are included in Cost of sales in the Condensed Consolidated Statements of Operations.
Earnings Per Share
The following table presents the computation of basic and diluted earnings per common share (in millions, except per share data):
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |
| Net income | $17.6 | $10.3 | $59.2 | $28.9 |
| Weighted average shares outstanding - Basic | 32.9 | 33.1 | 33.0 | 33.2 |
| Net effect of dilutive securities - Stock based compensation | 0.1 | 0.2 | 0.1 | 0.1 |
| Weighted average shares outstanding - Diluted | 33.0 | 33.3 | 33.1 | 33.3 |
| Net income per share: | ||||
| Basic | $0.54 | $0.31 | $1.79 | $0.87 |
| Diluted | $0.53 | $0.31 | $1.79 | $0.87 |
Basic and diluted earnings per share is calculated by dividing net earnings by the coinciding weighted average number of shares outstanding. Our calculation of diluted earnings per share includes the impact of the assumed vesting of outstanding restricted stock units and dilutive stock options, based on the treasury stock method and includes performance-based stock options only when the related performance conditions would have been satisfied had the end of the reporting period been the end of the performance period. At October 3, 2026, there were 98,136 stock options excluded from the diluted earnings per share calculation as they would have been anti-dilutive and 114,699 performance-based stock options excluded as the related cumulative performance conditions had not been achieved.
Recently Adopted Accounting Standard
There were no accounting standards adopted during the nine months ended October 3, 2026 that had a material impact on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Standards
In November 2024, the FASB issued Accounting Standard Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires enhanced disclosures about types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization, in commonly presented expense captions. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior periods presented in the financial statements. The updated standard will impact only our disclosures, with no impact to our financial condition or results of operations.
In September 2025, the FASB issued Accounting Standards Update (ASU) No. 2025-06 Intangibles - Goodwill and Other - Internal User Software (Subtopic 350-40) -Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update remove references to project stages when determining if development costs should be capitalized in order to better align the accounting with how software is developed. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. Entities may apply the amendments prospectively, retrospectively to any or all prior periods presented in the financial statements, or using a modified approach based on the status of the software development project and whether software costs were capitalized before the date of adoption. The Company does not expect the changes to have a material impact on the Consolidated Financial Statements and is assessing when to adopt the standard.
Management reviewed other accounting standards issued but not yet effective as of October 3, 2026 and does not expect their adoption to have a material impact on the Company's condensed consolidated financial statements or disclosures.
- BUSINESS COMBINATIONS
Acquisition of Radio Sound, Inc.
On September 8, 2026, the Company’s subsidiary, Enovation Controls, LLC, acquired substantially all of the operating assets and assumed certain liabilities of Radio Sound, Inc. (“Radio Sound”), a Kentucky-based designer and manufacturer of audio and electronic products, under an Asset Purchase Agreement. The acquisition adds advanced audio system technology and design capabilities and supports a new multi-year customer contract in the recreational end market. Radio Sound’s results are reported in the Electronics segment from the acquisition date.
Cash consideration totaled $1.7, subject to a customary working capital adjustment. The Company recorded $0.8 of customer relationship intangible assets and $0.9 of net working capital. No goodwill was recognized. The purchase price allocation is preliminary and may be revised during the measurement period. Certain disclosures have not been presented as the effect of the acquisition was not material to the Company’s financial results.
Divestiture of Custom Fluidpower Pty. Ltd
On September 27, 2025 the Company completed the sale of Guwing Holdings Pty. Ltd. ("Guwing"), and Guwing's 100% ownership of the share capital of Custom Fluidpower Pty. Ltd. ("CFP") to an unrelated third party (the "Divestiture").
The sales price for the Divestiture was $76.7 AUD in cash including adjustments for estimated closing date net working capital and cash on hand, consisting of $60.5 AUD in cash to the Company and $16.2 AUD that the buyer agreed to pay directly to the Company’s lender insatisfaction of subsidiary-level debt. The final sales price for the Divestiture, including the finalized working capital adjustment, was $81.2 AUD. The Company finalized the working capital adjustment during the quarter ended April 4, 2026, resulting in an incremental $0.5 AUD of proceeds, which has been recorded as anadjustment to the gain on sale.
As part of the Divestiture, indebtedness held by CFP, including the Sydney Branch Term Loan Facility and Sydney Branch Revolving Credit Facility, was settled and removed from the Company's balance sheet. The purchaser assumed responsibility for repayment of such obligations, which were paid in full on October 1, 2025.
As of October 3, 2026, the Company continues to hold a receivable of $2.0 AUD for proceeds that were held back from initial funding and are to be paid no later than two years from the completion of the transaction. The hold back amount is not held in escrow and not subject to interest. It is not contingent on any performance obligation, but will be used to settle claims made by the buyer per the terms of the purchase agreement for a matter that existed pre-close, provided the Company agrees or the matter is resolved through arbitration. No claims have been identified as of the period end date and future claims are not probable or estimable. Therefore, no provision has been made for potential claims. This receivable is presented within Other assets on the Condensed Consolidated Balance Sheet for the period ending October 3, 2026. There was no impact on the Company’s cash flows in the current period.
For the three and nine months ended September 27, 2025, the Company recognized a pre-tax gain on the Divestiture of $18.8, net of costs to sell of $0.3 and including a $2.2 reclassification of cumulative translation adjustment from accumulated other comprehensive loss to earnings, within Other non-operating expense (income), net. The gain was not included in Hydraulics segment results.
CFP was included in continuing operations through the completion date of the Divestiture, because the sale did not meet the criteria to be reported as discontinued operations under ASC 205-20. For the three and nine months ended September 27, 2025, pre-tax income of the disposal group, excluding the reclassification of cumulative translation adjustment, was $0.6 and $2.3, respectively.
Certain disclosures have not been presented as the effects of the Divestiture were not material to the Company's financial results.
- FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's only assets or liabilities measured at fair value on a recurring basis are the contingent consideration liability related to the acquisition of Balboa Water Group, classified within Level 3 of the fair value hierarchy.
The fair value of this liability as of October 3, 2026 and January 3, 2026 was $0.4, respectively.
- INVENTORIES, NET
At October 3, 2026, and January 3, 2026, inventory consisted of the following:
| October 3, 2026 | January 3, 2026 | |
|---|---|---|
| Raw materials | $116.2 | $106.9 |
| Work in process | 55.6 | 50.5 |
| Finished goods | 47.4 | 43.1 |
| Provision for obsolete and slow-moving inventory | (13.2) | (11.9) |
| Total | $206.0 | $188.6 |
- OPERATING LEASES
The Company leases machinery, equipment, vehicles, buildings and office space, throughout its locations, which are classified as operating leases. Remaining terms on these leases range from less thanone year tonine years. For thenine months ended October 3, 2026, and September 27, 2025, operating lease costs totaled $6.1 and $6.2, respectively.
Supplemental balance sheet information related to operating leases is as follows:
| October 3, 2026 | January 3, 2026 | |
|---|---|---|
| Right-of-use assets | $15.9 | $17.6 |
| Lease liabilities: | ||
| Current lease liabilities | $3.6 | $3.8 |
| Non-current lease liabilities | 13.9 | 15.3 |
| Total lease liabilities | $17.5 | $19.1 |
| Weighted average remaining lease term (in years): | 5.1 | |
| Weighted average discount rate: | 4.2% | |
Right-of-use assets are included in Other assets, current lease liabilities are included in Other accrued expenses and current liabilities, and non-current lease liabilities are included in Other noncurrent liabilities on the Company's Condensed Consolidated Balance Sheets.
Supplemental cash flow information related to leases is as follows:
| Nine Months Ended | ||
|---|---|---|
| October 3, 2026 | September 27, 2025 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows from operating leases | $6.1 | $7.9 |
| Non-cash impact of new leases and lease modifications | $2.8 | $2.1 |
Maturities of lease liabilities as of October 3, 2026, are as follows:
| 2026 Remaining | $1.6 |
| 2027 | 3.9 |
| 2028 | 3.5 |
| 2029 | 3.5 |
| 2030 | 3.4 |
| 2031 | 2.9 |
| Thereafter | 1.9 |
| Total lease payments | 20.7 |
| Less: Imputed interest | (3.2) |
| Total lease obligations | 17.5 |
| Less: Current lease liabilities | (3.6) |
| Non-current lease liabilities | $13.9 |
- GOODWILL AND INTANGIBLE ASSETS
Goodwill
A summary of changes in goodwill by segment for thenine months ended October 3, 2026, is as follows:
| Hydraulics | Electronics | Total | |
|---|---|---|---|
| Balance at January 3, 2026 | $312.1 | $186.0 | $498.1 |
| Currency translation | (10.8) | 0.1 | (10.7) |
| Balance at October 3, 2026 | $301.3 | $186.1 | $487.4 |
| Accumulated impairments | 31.9 | 25.9 | 57.8 |
The Company tests goodwill for impairment at the reporting unit level annually as of the third quarter period end date, and between annual tests whenever events or circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company performed its 2026 annual goodwill impairment test as of October 3, 2026 using a qualitative assessment and concluded that it was not more likely than not that the fair value of any reporting unit was less than its carrying value. Accordingly, no impairment was recorded during the three and nine months ended October 3, 2026.
During the third quarter of 2025, the Company concluded that the estimated fair value of the i3 Product Development (“i3PD”) reporting unit was less than its carrying value. As a result, the Company recorded a goodwill impairment charge of $25.9, representing the full amount of goodwill of the i3PD reporting unit, in the three and nine months ended September 27, 2025.
Acquired Intangible Assets
At October 3, 2026, and January 3, 2026, acquired intangible assets consisted of the following:
| October 3, 2026 | January 3, 2026 | |||||
|---|---|---|---|---|---|---|
| Gross CarryingAmount | AccumulatedAmortization | Net CarryingAmount | Gross CarryingAmount | AccumulatedAmortization | Net CarryingAmount | |
| Definite-lived intangibles: | ||||||
| Trade names and brands | $94.7 | $(38.0) | $56.7 | $95.8 | $(34.5) | $61.3 |
| Technology | 53.9 | (40.3) | 13.6 | 54.7 | (36.8) | 17.9 |
| Supply agreement | 21.0 | (20.7) | 0.3 | 21.0 | (19.1) | 1.9 |
| Customer relationships | 392.8 | (122.5) | 270.3 | 400.3 | (111.5) | 288.8 |
| $562.4 | $(221.5) | $340.9 | $571.8 | $(201.9) | $369.9 | |
Intangible assets that were fully amortized as of the end of fiscal year 2025, with a gross carrying amount and accumulated amortization of $8.2, have been excluded from the table above for both periods presented. The net carrying amount of intangible assets as of January 3, 2026 is unchanged. Amortization expense on acquired intangible assets for the nine months ended October 3, 2026, and September 27, 2025, was $22.6 and $24.1, respectively, reflected in Amortization of intangible assets in the Condensed Consolidated Statements of Operations. Additionally, $0.2 and $0.5 of acquired amortization expense for the three and nine months ended October 3, 2026, respectively, was reflected in Cost of sales in the Condensed Consolidated Statement of Operations.
Future estimated total amortization expense is presented below.
| Year: | |
|---|---|
| 2026 Remaining | $7.3 |
| 2027 | 27.1 |
| 2028 | 26.8 |
| 2029 | 24.9 |
| 2030 | 24.1 |
| 2031 | 23.0 |
| Thereafter | 207.7 |
| Total | $340.9 |
In January 2025, the Company began restructuring the Helios Center of Engineering Excellence (“HCEE”), ceasing operations at its San Antonio office at the end of the second quarter of 2025. As a result, the remaining net book value of the HCEE workforce intangible asset was amortized through June 2025, resulting in $0.8 amortization expense in the nine months ending September 27, 2025 associated with this intangible asset.
- DERIVATIVE INSTRUMENTS & HEDGING ACTIVITIES
The Company addresses certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments and hedging activities. The Company had previously entered into foreign currency forward contracts to reduce the effects of fluctuating foreign currency exchange rates. In addition, the Company had previously entered into interest rate derivatives to manage the effects of interest rate movements on the Company’s credit facilities.
Interest Rate Swap Contracts
At October 3, 2026 and September 27, 2025, the Company had no active interest rate swap contracts. Previously, the Company had entered into interest rate swap transactions to hedge the variable interest rate payments on its credit facilities. In connection with these transactions, the Company paid interest based upon a fixed rate as agreed upon with the respective counterparties and received variable rate interest payments. The interest rate swaps were designated as hedging instruments and were accounted for as cash flow hedges. In June 2024, the Company's interest rate swap agreements were terminated in connection with its debt refinancing activities. Upon termination of these effective interest rate swaps designated as a cash flow hedges, the Company received proceeds of $7.1. At October 03, 2026, $5.4 was amortized from accumulated other comprehensive income into earnings as a reduction of interest expense. The remaining $1.7 will be amortized through 2028, of which $1.4, net of $0.3 of taxes, is recorded in accumulated other comprehensive loss.
Foreign Currency Forward Contracts
At October 3, 2026, the Company hadno active foreign currency forward contracts outstanding. At September 27, 2025, the Company had a $0.5 liability, recorded within Other current liabilities, related to foreign currency forward exchange rate contracts.
Net Investment Hedge
The Company utilizes foreign currency denominated debt to hedge currency exposure in foreign operations. The Company has designated €90.0 of borrowings on the revolving credit facility as a net investment hedge of a portion of the Company’s European operations. The carrying value of the euro denominated debt totaled $101.3 as of October 3, 2026, and is included in the Revolving lines of credit line item in the Condensed Consolidated Balance Sheets. The gain on the net investment hedge recorded in Accumulated other comprehensive loss as part of the currency translation adjustment was $3.1, net of $1.1 of taxes, for thenine months ended October 3, 2026.
- CREDIT FACILITIES
Total debt consists of the following:
| Maturity Date | October 3, 2026 | January 3, 2026 | |
|---|---|---|---|
| Term Loan Facility | June 2029 | 226.9 | 262.5 |
| Revolving Credit Facility | June 2029 | $101.3 | $105.5 |
| Total debt outstanding | 328.2 | 368.0 | |
| Less: current maturities | — | 5.4 | |
| Less: unamortized debt issuance costs | 0.7 | 0.9 | |
| Total long-term debt, net | $327.5 | $361.7 |
Future maturities of total debt are as follows:
| Year: | |
|---|---|
| 2026 Remaining | $— |
| 2027 | — |
| 2028 | 20.6 |
| 2029 | 307.6 |
| Total | $328.2 |
Term Loans and Line of Credit with PNC Bank
On June 25, 2024, the Company entered into the Third Amended and Restated Credit Agreement with PNC Bank which extended the debt maturity to June 2029, maintained the $300.0 million term loan facility, increased revolving commitments to $500.0 million, and provided for an accordion feature of up to $400.0 million.
At October 3, 2026, outstanding borrowings consisted of $226.9 million under the term loan facility and $101.3 million under the revolving credit facility, resulting in total debt of $328.2 million. Available borrowing capacity under the revolving credit facility was $398.0 million.
During 2026, the Company voluntarily prepaid all scheduled principal payments due in 2026, 2027, and a portion of the payments due in 2028. As a result, no debt maturities are due in the remainder of 2026 or 2027 and scheduled principal payments due in 2028 total $20.6. All remaining principal balance is due at maturity in June 2029.
To hedge foreign currency exposure associated with certain foreign operations, €90.0 million of revolving credit facility borrowings are denominated in euros and designated as a net investment hedge. See Note 8, Derivative Instruments and Hedging Activities, for additional information.
The credit agreement contains customary affirmative and negative covenants, including financial covenants requiring the Company to maintain maximum leverage and minimum interest coverage ratios. As of October 3, 2026, the Company was in compliance with all debt covenants.
The consolidated effective interest rate on the Company's credit agreements at October 3, 2026, was 5.0%. Interest expense recognized, excluding interest rate swap activity, during thenine months ended October 3, 2026, and September 27, 2025, totaled$14.5 and $21.3, respectively.
- INCOME TAXES
The provision for income taxes for the three months ended October 3, 2026 and September 27, 2025 was 25.0% and 19.8% of pretax income, respectively. The provision for income taxes for the nine months ended October 3, 2026, and September 27, 2025, was 23.3% and 22.3% of pretax income, respectively. These effective rates fluctuate relative to the levels of income and different tax rates in effect among the countries in which the Company sells products. The increase in the effective tax rate for the three months ended October 3, 2026 compared to the prior year period was primarily attributable to the absence of a deferred tax benefit recognized in the prior-year quarter from the reversal of the deferred tax liability related to the i3PD goodwill upon its impairment, partially offset by the absence of tax expense recognized in the prior-year quarter on the gain from the Divestiture.
At October 3, 2026, the Company had unrecognized tax benefits of $6.1 including accrued interest. If recognized, $0.6 of unrecognized tax benefits would reduce the effective tax rate in future periods. The Company recognizes interest and penalties related to income tax matters in income tax expense. Interest accrued as of October 3, 2026 is not considered material to the Company’s condensed consolidated financial statements.
The Company is subject to taxation in the United States and various state and foreign jurisdictions and is currently under examination by certain tax authorities for various tax years. Management believes adequate reserves have been recorded for potential adjustments arising from these examinations, and the resolution of these matters is not expected to materially affect the Company’s condensed consolidated financial statements.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. While we expect certain provisions of the OBBBA to change the timing of cash payments in the current fiscal year and future periods, we do not expect the legislation to have a material impact on our condensed consolidated financial statements.
- STOCK-BASED COMPENSATION AND EQUITY
Equity Incentive Plan
The Company’s 2023 Equity Incentive Plan (“2023 Plan”) provides for the grant of restricted stock, restricted share units, stock options, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock, to officers, employees and directors of the Company. During the nine months ended October 3, 2026, at the Company's 2026 Annual Meeting of Shareholders, the Company's shareholders approved an amendment and restatement to the 2023 Plan increasing the shares of common stock available for awards thereunder by 1,000,000 shares. The 2023 Plan was initially approved by the Company’s shareholders at the 2023 Annual Meeting of Shareholders.
Restricted Stock Units
The Company grants restricted stock units (“RSUs”) to employees in connection with a long-term incentive plan and from time to time for special recognition. Awards with time-based vesting requirements primarily vest ratably over athree-year period. Awards with performance-based vesting requirements cliff vest after athree-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of shares ultimately issued for the performance-based units may vary from 0% to 200% of their target amount based on the achievement of defined performance targets. Compensation expense recognized for RSUs granted to employees totaled$3.5 and $2.4, respectively, for the nine months ended October 3, 2026, and September 27, 2025.
The Helios Technologies, Inc. Non-Employee Director Compensation Policy compensates Non-Employee Directors for their board service with cash awards and equity-based compensation through grants of RSUs, issued pursuant to the 2023 Plan, which vest over a one-year period. Directors were granted 11,490 and 20,111 RSUs during the nine month ended October 03, 2026, and September 27, 2025, respectively. The Company's recognized director compensation expense on RSUs of $0.8 and $0.7 for thenine months ended October 3, 2026, and September 27, 2025, respectively.
The following table summarizes RSU activity for thenine months ended October 3, 2026:
| Weighted Average | ||
|---|---|---|
| Number of Units | Grant-Date Fair Value | |
| (in thousands) | per Share | |
| Nonvested balance at January 3, 2026 | 184 | $43.13 |
| Granted | 86 | 67.71 |
| Vested | (42) | 46.51 |
| Forfeited | (23) | 53.72 |
| Nonvested balance at October 3, 2026 | 205 | $51.59 |
Included in the nonvested balance at October 3, 2026, are 37,713 nonvested performance-based RSUs. At October 3, 2026 unrecognized compensation cost related to the RSU awards was $6.2 and is expected to be recognized over a weighted average period of 1.7 years.
Stock Options
In 2022, the Company granted stock options with market-based vesting conditions to its officers. As of October 3, 2026, there were 4,000 vested unexercised options and 4,000 exercised options. The exercise price per share is $50.60, which is equal to the market price of Helios stock on the grant date. The options vest upon the later of the achievement of defined stock prices or two years from the grant date. The options have met their required service periods, which ranged from one to two years from the grant date. These options have a 10-year expiration. The grant date fair value of the options totaled$2.3 and was estimated using a Monte Carlo simulation.
The Company has also granted stock options with only time-based vesting conditions to its officers. As of October 3, 2026, there were 31,160 unvested options. These options have an exercise price per share of $40.13 which is equal to the market price of Helios stock on the grant date. The options vested ratably over athree-year period and have a 10-year expiration. The grant date fair value of the options totaled$0.6 and was estimated using a Black Scholes valuation model.
In February 2025, the Company granted stock options with performance vesting conditions to its officers and employees. Performance-based vesting requirements cliff vest after athree-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of options ultimately issued for the performance-based units may vary from 0% to 225% of their target amount based on the achievement of defined performance targets. These options have an exercise price per share of $39.80 which is equal to the market price of Helios stock on the grant date. The options have a 10-year expiration. The grant date fair value of the options totaled $2.5 and was estimated using a Black Scholes valuation model. As of October 3, 2026, there are 114,699 unvested options.
In March 2026, the Company granted stock options with performance-based vesting conditions to its officers and employees. Option awards with performance-based vesting requirements cliff vest after athree-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of options ultimately issued for the performance-based units may vary from 0% to 225% of their target amount, based on the achievement of defined performance targets. These options have an exercise price per share of$67.61 which is equal to the market price of Helios stock on the grant date. The options have a 10-year expiration. The grant date fair value of the options totaled $3.2 and was estimated using a Black Scholes valuation model. As of October, 2026, there are 98,136 unvested options.
At October 3, 2026, the Company had$3.7 of unrecognized compensation cost related to the options, which is expected to be recognized over a weighted average period of 2.1 years. Compensation expense recognized for stock options granted to employees totaled $1.3 and $0.5, respectively, for the nine months ended October 3, 2026, and September 27, 2025.
The following table summarizes Stock Options activity for thenine months ended October 3, 2026:
| Number of Shares(not rounded) | Weighted Average Exercise Price | |
|---|---|---|
| Outstanding at January 3, 2026 | 155,886 | $40.53 |
| Granted | 98,136 | 67.61 |
| Exercised | (6,027) | 49.87 |
| Outstanding at October 3, 2026 | 247,995 | 51.02 |
| Exercisable at October 3, 2026 (A) | 4,000 | 50.60 |
(A) Options expire October 2032 with a strike price of $50.60.
Share Repurchase Plan
On February 20, 2025, the Board of Directors of the Company (the “Board”) approved and publicly announced a multi-year share repurchase program (the “Share Repurchase Program”), authorizing the Company to repurchase up to $100.0 ofour outstanding common stock. The Company may purchase shares at management’s discretion from time to time in the open market, through privately negotiated transactions, through investment banking institutions or through other means in accordance with applicable federal securities laws, including Rule 10b5-1 trading plans. To the extent that the Company repurchases its shares, the amount and timing of any repurchases are subject to a variety of factors including, but not limited to, general business and market conditions, share price, regulatory and legal requirements and capital availability. The program does not obligate the Company to acquire a minimum number of shares. We expect the Share Repurchase Program to be funded with cash on hand and cash generated from operations. As of October 3, 2026 , the Company has repurchased 734,970 shares under the Share Repurchase Program authorization. At October 3, 2026, approximately $56.6 remained available for repurchase under its authorization.
Employee Stock Purchase Plans
The Company maintains an Employee Stock Purchase Plan (“ESPP”) in which U.S. employees are eligible to participate. Employees who choose to participate are granted an opportunity to purchase common stock at 85 percent of market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom (“UK”), under a separate plan, are granted an opportunity to purchase the Company’s common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for eachsix shares purchased by the employee under the plan.
Employees purchased 28,806 shares at a weighted average price of $54.09 and 49,710 shares at a weighted average price of $27.89, under the Company's ESPP and UK share purchase plans during thenine months ended October 3, 2026, and September 27, 2025, respectively. The Company recognized $0.5 and $0.6 compensation expense during thenine months ended October 3, 2026, and September 27, 2025, respectively.
- ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present changes in accumulated other comprehensive loss by component:
| UnrealizedGains and (Losses)on DerivativeInstruments | ForeignCurrencyItems | Total | |
|---|---|---|---|
| Balance at January 3, 2026 | $1.3 | $(38.2) | $(36.9) |
| Other comprehensive (loss) before reclassifications | — | (14.4) | (14.4) |
| Tax effect | 0.1 | (1.1) | (1.0) |
| Net current period other comprehensive (loss) | 0.1 | (15.5) | (15.4) |
| Balance at October 3, 2026 | $1.4 | $(53.7) | $(52.3) |
| UnrealizedGains and (Losses)on DerivativeInstruments | ForeignCurrencyItems | Total | |
| Balance at December 28, 2024 | $5.3 | $(80.9) | $(75.6) |
| Other comprehensive income before reclassifications | — | 50.7 | 50.7 |
| Tax effect | — | (12.5) | (12.5) |
| Net current period other comprehensive income | — | 38.2 | 38.2 |
| Balance at September 27, 2025 | $5.3 | $(42.7) | $(37.4) |
- SEGMENT REPORTING
The Company hastwo reportable segments: Hydraulics and Electronics. These reportable segments are based on three operating segments identified by management: Motion Control Technology (“MCT”), Fluid Conveyance Technology (“FCT”), and Electronics. MCT and FCT are aggregated into the Hydraulics reportable segment because they have similar economic characteristics. The Hydraulics segment designs, manufactures and markets hydraulic components, systems and engineered solutions used to control force, speed and motion in a broad range of mobile and industrial applications. The Electronics segment designs, manufactures and markets electronic controls, displays, instrumentation and related engineered solutions for a broad range of recreational, industrial and mobile equipment applications.
The Company's Chief Executive Officer serves as the CODM. The CODM evaluates segment performance and allocates resources primarily based on segment operating income, together with net sales, gross profit and certain operating expenses. These measures are used to assess operating performance and to make decisions regarding capital allocation and operating investments.
The accounting policies of the Company’s reporting segments are the same as those used to prepare the accompanying condensed consolidated unaudited financial statements.
Net sales and operating profit of our reporting segments exclude intersegment sales and the related cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment.
The following table sets forth our segment information of sales, gross profit, significant segment expenses, and operating income from operations for the three months ended October 3, 2026 and September 27, 2025:
| Three Months Ended October 3, 2026 · Three Months Ended September 27, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Hydraulics · Electronics · Total · Hydraulics · Electronics · Total | |||||||||
| Net sales | $142.9 | $86.8 | $229.7 | $141.3 | $79.0 | $220.3 | |||
| Cost of sales | (96.8) | (56.7) | (95.4) | (51.9) | |||||
| Gross profit | 46.1 | 30.1 | 76.2 | 45.9 | 27.1 | 73.0 | |||
| Segment SEA expenses less R&D (a) | (14.5) | (11.6) | (16.1) | (10.9) | |||||
| R&D expenses (b) | (2.2) | (3.6) | (2.1) | (2.2) | |||||
| Goodwill impairment | — | — | — | (25.9) | |||||
| Indirect SEA expenses (c) | (4.7) | (2.5) | (3.5) | (1.8) | |||||
| Segment operating income | 24.7 | 12.4 | 37.1 | 24.2 | (13.7) | 10.5 | |||
| Reconciliation of segment operating income | |||||||||
| Unallocated corporate SEA expenses (d) | (1.5) | (1.6) | |||||||
| Amortization of intangibles assets (e) | (7.5) | (7.6) | |||||||
| Operating income | 28.1 | 1.3 | |||||||
| Interest expense, net | (4.7) | (6.9) | |||||||
| Foreign currency transaction gain (loss), net | 0.4 | (0.6) | |||||||
| Other non-operating (expense) income, net | (0.3) | 19.0 | |||||||
| Income before income taxes | $23.5 | $12.8 | |||||||
| Reconciliation of gross profit | |||||||||
| Gross profit | $76.2 | $73.0 | |||||||
| Segment operating expenses (f) | (39.1) | (36.6) | |||||||
| Unallocated corporate SEA expenses (d) | (1.5) | (1.6) | |||||||
| Goodwill impairment | — | (25.9) | |||||||
| Amortization of intangibles assets (e) | (7.5) | (7.6) | |||||||
| Interest expense, net | (4.7) | (6.9) | |||||||
| Foreign currency transaction gain (loss), net | 0.4 | (0.6) | |||||||
| Other non-operating (expense) income, net | (0.3) | 19.0 | |||||||
| Income before income taxes | $23.5 | $12.8 | |||||||
(a) Segment selling, engineering and administrative (SEA) expenses less research and development (R&D) primarily include information technology, professional services, facility-related expenses, payroll and benefits expenses directly incurred by the segments which are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statements of Operations.
(b) Research and development (R&D) expenses primarily include engineering-related costs to create new products and to make improvements to products currently in use. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statements of Operations.
(c) Indirect selling, engineering and administrative (SEA) expenses represent corporate costs and shared expenses allocated to businesses. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statement of Operations.
(d) Unallocated corporate expenses consist of corporate costs that are not allocated to the reportable segments because they are not included in the measure of segment operating income used by the chief operating decision maker to evaluate segment performance and allocate resources. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statement of Operations. During the three months ended October 3, 2026, unallocated corporate expenses were $1.5, primarily related to mergers and acquisitions planning activities. During the three months ended September 27, 2025, unallocated corporate expenses were $1.6, primarily related to the Divestiture and officer transition costs.
(e) Amortization of intangible assets includes those intangible assets resulting from the acquisition of new businesses.
(f) Segment operating expenses represent the aggregation of segment SEA expenses less R&D (a), R&D expenses (b), and indirect SEA expenses (c).
Segment SEA expenses, R&D expenses, and indirect SEA expenses, together with unallocated corporate SEA expenses, reconcile to "Selling, engineering and administrative expenses" in the Condensed Consolidated Statements of Operations, which totaled $40.6 and $38.2 for the three months ended October 3, 2026 and September 27, 2025, respectively.
The following table sets forth our segment information of sales, gross profit, significant segment expenses, and operating income from operations for the nine months ended October 3, 2026 and September 27, 2025:
| Nine Months Ended October 3, 2026 · Nine Months Ended September 27, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Hydraulics · Electronics · Total · Hydraulics · Electronics · Total | |||||||||
| Net sales | $428.5 | $261.5 | $690.0 | $408.6 | $219.6 | $628.2 | |||
| Cost of sales | (287.5) | (171.2) | (278.8) | (149.1) | |||||
| Gross profit | 141.0 | 90.3 | 231.3 | 129.8 | 70.5 | 200.3 | |||
| Segment SEA expenses less R&D (a) | (43.8) | (35.7) | (46.8) | (31.7) | |||||
| R&D expenses (b) | (7.2) | (9.9) | (6.5) | (7.6) | |||||
| Goodwill impairment | — | — | — | (25.9) | |||||
| Indirect SEA expenses (c) | (13.1) | (6.9) | (9.8) | (5.1) | |||||
| Segment operating income | 76.9 | 37.8 | 114.7 | 66.7 | 0.2 | 66.9 | |||
| Reconciliation of segment operating income | |||||||||
| Unallocated corporate SEA expenses (d) | (1.6) | (2.5) | |||||||
| Amortization of intangibles assets (e) | (22.6) | (24.1) | |||||||
| Operating income | 90.5 | 40.3 | |||||||
| Interest expense, net | (14.5) | (21.3) | |||||||
| Foreign currency transaction gain (loss), net | 0.9 | (1.2) | |||||||
| Other non-operating (expense) income, net | 0.3 | 19.4 | |||||||
| Income before income taxes | $77.2 | $37.2 | |||||||
| Reconciliation of gross profit | |||||||||
| Gross profit | $231.3 | $200.3 | |||||||
| Segment operating expenses (f) | (116.6) | (107.5) | |||||||
| Unallocated corporate SEA expenses (d) | (1.6) | (2.5) | |||||||
| Goodwill impairment | — | (25.9) | |||||||
| Amortization of intangibles assets (e) | (22.6) | (24.1) | |||||||
| Interest expense, net | (14.5) | (21.3) | |||||||
| Foreign currency transaction gain (loss), net | 0.9 | (1.2) | |||||||
| Other non-operating (expense) income, net | 0.3 | 19.4 | |||||||
| Income before income taxes | $77.2 | $37.2 | |||||||
(a) Segment selling, engineering and administrative (SEA) expenses less research and development (R&D) primarily include information technology, professional services, facility-related expenses, payroll and benefits expenses directly incurred by the segments which are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statements of Operations.
(b) Research and development (R&D) expenses primarily include engineering-related costs to create new products and to make improvements to products currently in use. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statements of Operations.
(c) Indirect selling, engineering and administrative (SEA) expenses represent corporate costs and shared expenses allocated to businesses. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statement of Operations.
(d) Unallocated corporate expenses consist of corporate costs that are not allocated to the reportable segments because they are not included in the measure of segment operating income used by the chief operating decision maker to evaluate segment performance and allocate resources. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statement of Operations. During the nine months ended October 3, 2026, unallocated corporate expenses were $1.6, primarily related to mergers and acquisitions planning activities. During the nine months ended September 27, 2025, unallocated corporate expenses were $2.5, primarily related to the Divestiture and officer transition costs.
(e) Amortization of intangible assets includes those intangible assets resulting from the acquisition of new businesses.
(f) Segment operating expenses represent the aggregation of segment SEA expenses less R&D (a), R&D expenses (b), and indirect SEA expenses (c).
Segment SEA expenses, R&D expenses, and indirect SEA expenses, together with unallocated corporate SEA expenses, reconcile to "Selling, engineering and administrative expenses" in the Condensed Consolidated Statements of Operations, which totaled $118.2 and $110.0 for the nine months ended October 3, 2026 and September 27, 2025, respectively.
The following table presents capital expenditures and depreciation and amortization by reportable segment for the three and nine months ended October 3, 2026 and September 27, 2025:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |
| Capital expenditures | ||||
| Hydraulics | $6.1 | $5.3 | $22.8 | $14.7 |
| Electronics | 1.4 | 1.4 | 2.7 | 3.5 |
| Total | $7.5 | $6.7 | $25.5 | $18.2 |
| Depreciation and amortization | ||||
| Hydraulics | $5.6 | $5.7 | $16.3 | $16.4 |
| Electronics | 2.2 | 2.5 | 6.6 | 7.1 |
| Corporate and other | 7.6 | 7.7 | 22.7 | 24.3 |
| Total | $15.4 | $15.9 | $45.6 | $47.8 |
The following table presents total assets by reportable segment as of October 3, 2026 and January 3, 2026:
| October 3, 2026 | January 3, 2026 | |
|---|---|---|
| Total assets | ||
| Hydraulics | $958.2 | $965.8 |
| Electronics | 547.0 | 538.2 |
| Corporate and other | 9.0 | 10.5 |
| Total | $1,514.2 | $1,514.5 |
Geographic Region Information
Net sales are measured based on the geographic destination of sales. For the nine months ended October 3, 2026, sales to customers in the United States represented approximately 42% of consolidated net sales during the nine months ended October 3, 2026. Other countries with net sales concentration included China, with 14%. No other individual country represented more than 10% of consolidated net sales. Tangible long-lived assets are shown based on the physical location of the assets and primarily include net property, plant and equipment and exclude right of use assets. The following table presents financial information by region:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | |
| Net sales | ||||
| Americas | $125.9 | $114.2 | $374.9 | $328.8 |
| EMEA | 54.1 | 51.0 | 172.8 | 149.5 |
| APAC | 49.7 | 55.1 | 142.3 | 149.9 |
| Total | $229.7 | $220.3 | $690.0 | $628.2 |
| October 3, 2026 | January 3, 2026 | |
|---|---|---|
| Tangible long-lived assets | ||
| Americas | $127.5 | $133.1 |
| EMEA | 49.3 | 42.4 |
| APAC | 14.4 | 13.5 |
| Total | $191.2 | $189.0 |
- RELATED PARTY TRANSACTIONS
The Company has in the past purchased from, and sold inventory to, entities partially owned or managed by directors of Helios ("related party entities"). There wereno sales to related parties in thenine months ended October 3, 2026, and September 27, 2025, respectively. At October 3, 2026, and January 3, 2026, there wereno amounts due from the related party entities.
- COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is not a party to any legal proceedings other than routine litigation incidental to its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the results of operations, financial position or cash flows of the Company.
- SUBSEQUENT EVENTS
The company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would require adjustment.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.