TransDigm Group INC

Previous wording

For the second quarter of fiscal 2026, we generated net sales of $2,544 million and net income attributable to TD Group of $535 million. EBITDA As Defined was $1,337 million, or 52.6% of net sales. Refer to the “Non-GAAP Financial Measures” section for certain information regarding EBITDA and EBITDA As Defined, including reconciliations of EBITDA and EBITDA As Defined to net income and net cash provided by operating activities.

Current wording

For the third quarter of fiscal 2026, we generated net sales of $2,741 million and net income attributable to TD Group of $539 million. EBITDA As Defined was $1,447 million, or 52.8% of net sales. Refer to the “Non-GAAP Financial Measures” section for certain information regarding EBITDA and EBITDA As Defined, including reconciliations of EBITDA and EBITDA As Defined to net income and net cash provided by operating activities.

Previous wording

The ongoing conflict in the Middle East could lead to significant disruption of global energy supplies and increases in global energy prices, adversely affect global supply chains, heighten inflationary pressures and adversely affect commercial air travel. To date, we have not seen a significant change in commercial aftermarket ordering activity relative to levels prior to the start of the conflict. We are continuing to monitor the evolving macroeconomic environment, however at this time we do not expect these factors to result in a material adverse effect on our business, financial condition and results of operations.

Current wording

Commercial aftermarket sales increased in the first nine months of fiscal 2026 compared to fiscal 2025 primarily due to the overall demand for air travel - both domestic and international in the first nine months of the fiscal year. Passenger load factors remain strong. Our commercial aftermarket demand remains strong despite the softening in overall industry capacity and RPMs arising from the conflict in the Middle East. We are monitoring the ongoing conflict in the Middle East and the adverse impact to global energy supplies and prices, global supply chains, inflationary pressures and commercial air travel. To date, we have not seen a significant change in commercial aftermarket order activity relative to levels prior to the start of the conflict. We continue to monitor the evolving macroeconomic environment; however, at this time we do not expect these factors to result in a material adverse effect on our business, financial condition and results of operations for at least the duration of fiscal 2026.

Previous wording

Our commercial transport original equipment manufacturer (“OEM”) shipments and revenues generally run ahead of aircraft delivery schedules. Consistent with prior years, our first half of fiscal 2026 shipments were a function of, among other things, the estimated 2025 and 2026 commercial aircraft production rates for Boeing and Airbus. Airline demand for new aircraft remains high and the OEMs continue to increase aircraft production. Commercial OEM sales increased in the first half of fiscal 2026 compared to fiscal 2025 partially due to the prior year Boeing union strike adversely impacting fiscal 2025 OEM sales, as well as overall increases beginning in the latter half of fiscal 2025 and thus far in fiscal 2026 in aircraft production and deliveries by the OEMs.

Current wording

Our commercial transport original equipment manufacturer (“OEM”) shipments and revenues generally run ahead of aircraft delivery schedules. Consistent with prior years, our first nine months of fiscal 2026 shipments were a function of, among other things, the estimated 2025 and 2026 commercial aircraft production rates for Boeing and Airbus. Airline demand for new aircraft remains high and the OEMs, particularly Boeing and Airbus, continue to steadily increase aircraft production in recent quarters. Commercial OEM sales increased in the first nine months of fiscal 2026 compared to fiscal 2025 primarily due to the aircraft production increases by Boeing and Airbus.

Previous wording

Our defense business fluctuates from year-to-year, and is dependent, to a degree, on government budget constraints, the timing of orders, macro and micro dynamics with respect to the U.S. Department of War (“DOW”) procurement policy and the extent of global conflicts. Likewise, delays in government spending outlays and government funding reprioritization can impact demand. For a variety of reasons, the military spending outlook is very uncertain, though recent DOW budgets have trended upwards due to recent geopolitical challenge and conflicts, and current military modernization efforts. Defense sales increased in the first half of fiscal 2026 compared to fiscal 2025 primarily due to continued growth in defense spending in both domestic and international markets.

Current wording

Our defense business fluctuates from year-to-year, and is dependent, to a degree, on government budget constraints, the timing of orders, macro and micro dynamics with respect to the U.S. Department of War (“DOW”) procurement policy and the extent of global conflicts. Likewise, delays in government spending outlays and government funding reprioritization can impact demand. For a variety of reasons, the military spending outlook is very uncertain, though recent DOW budgets have trended upwards due to recent geopolitical challenges and conflicts, and current military modernization efforts. Defense sales increased in the first nine months of fiscal 2026 compared to fiscal 2025 primarily due to continued growth in defense spending in both domestic and international markets.

Previous wording

(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends declared or paid on participating securities, including dividend equivalent payments of $59 million and $49 million for the twenty-six week periods ended March 28, 2026 and March 29, 2025, respectively.

Current wording

(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends declared or paid on participating securities, including dividend equivalent payments of $59 million and $49 million for the thirty-nine week periods ended June 27, 2026 and June 28, 2025, respectively.

Previous wording

The increase in organic sales of $238 million for the thirteen week period ended March 28, 2026 compared to the thirteen week period ended March 29, 2025 is related to increases in defense, commercial aftermarket and commercial OEM sales.

Current wording

The increase in organic sales of $284 million for the thirteen week period ended June 27, 2026 compared to the thirteen week period ended June 28, 2025 is related to increases in commercial aftermarket, commercial OEM and defense sales.

Previous wording

•Cost of Sales and Gross Profit. Cost of sales increased by $157 million, or 17.9%, to $1,033 million for the thirteen week period ended March 28, 2026 compared to $876 million for the thirteen week period ended March 29, 2025. Cost of sales and the related percentage of net sales for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current wording

•Cost of Sales and Gross Profit. Cost of sales increased by $208 million, or 23.0%, to $1,113 million for the thirteen week period ended June 27, 2026 compared to $905 million for the thirteen week period ended June 28, 2025. Cost of sales and the related percentage of net sales for the thirteen week periods ended June 27, 2026 and June 28, 2025 were as follows (amounts in millions):

Previous wording

Cost of sales during the twenty-six week period ended March 28, 2026 increased as a percentage of net sales. This was primarily driven by the dilutive impact of the recent acquisitions. Excluding the dilutive impact from these acquisitions, cost of sales as a percentage of net sales decreased due to the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs spread over a higher production volume.

Current wording

Cost of sales during the thirteen week period ended June 27, 2026 slightly increased as a percentage of net sales. This was primarily due to the dilutive impact of the fiscal 2026 and 2025 acquisitions. Excluding the dilutive impact from these acquisitions, cost of sales as a percentage of net sales decreased due to sales mix (higher commercial aftermarket sales as a percentage of net sales compared to prior year), the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs spread over a higher production volume.

Previous wording

•Selling and Administrative Expenses. Selling and administrative expenses increased by $37 million to $273 million for the thirteen week period ended March 28, 2026. The related percentage of net sales for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current wording

•Selling and Administrative Expenses. Selling and administrative expenses increased by $90 million to $332 million for the thirteen week period ended June 27, 2026. The related percentage of net sales for the thirteen week periods ended June 27, 2026 and June 28, 2025 were as follows (amounts in millions):

Previous wording

Selling and administrative expenses as a percentage of net sales for the twenty-six week period ended March 28, 2026 increased as a percentage of net sales, compared to the twenty-six week period ended March 29, 2025 due to the impact of higher net sales, the recent acquisitions and higher research and development and general and administrative expenses. This was partially offset by lower non-cash stock and deferred compensation expense.

Current wording

Selling and administrative expenses during the thirteen week period ended June 27, 2026 increased as a percentage of net sales. This was primarily due to the dilutive impact of the fiscal 2026 and 2025 acquisitions and costs incurred to support the higher net sales growth and general and administrative expenses.

Previous wording

•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and collars designated and qualifying as cash flow hedges. Interest expense-net increased $106 million, or 28.0%, to $484 million for the thirteen week period ended March 28, 2026 from $378 million for the comparable thirteen week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.2% and 6.1% for the thirteen week periods ended March 28, 2026 and March 29, 2025, respectively.

Current wording

•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount, premium, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and collars designated and qualifying as cash flow hedges. Interest expense-net increased $117 million, or 29.5%, to $514 million for the thirteen week period ended June 27, 2026 from $397 million for the comparable thirteen week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.2% for the thirteen week periods ended June 27, 2026 and June 28, 2025.

Previous wording

•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 23.4% for the thirteen week period ended March 28, 2026 compared to 23.0% for the thirteen week period ended March 29, 2025. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.

Current wording

•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 24.3% for the thirteen week period ended June 27, 2026 compared to 22.4% for the thirteen week period ended June 28, 2025. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.

Previous wording

•Earnings per Share. Basic and diluted earnings per share was $9.20 for the thirteen week period ended March 28, 2026 and $8.24 for the thirteen week period ended March 29, 2025.

Current wording

•Earnings per Share. Basic and diluted earnings per share was $9.39 for the thirteen week period ended June 27, 2026 and $8.47 for the thirteen week period ended June 28, 2025.

Previous wording

Net sales for the Power & Control segment increased $258 million primarily from increases in sales in defense, commercial aftermarket and commercial OEM.

Current wording

Net sales for the Power & Control segment increased $370 million primarily from increases in sales in commercial aftermarket, commercial OEM and defense.

Previous wording

Net sales for the Airframe segment increased $131 million primarily from increases in sales in commercial aftermarket, defense and commercial OEM.

Current wording

Net sales for the Airframe segment increased $128 million primarily from increases in sales in commercial aftermarket, commercial OEM and defense.

Previous wording

EBITDA As Defined for the Power & Control and Airframe segments increased $98 million and $84 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.

Current wording

EBITDA As Defined for the Power & Control and Airframe segments increased $162 million and $76 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.

Previous wording

Twenty-six week period ended March 28, 2026 compared with the twenty-six week period ended March 29, 2025

Current wording

Thirty-nine week period ended June 27, 2026 compared with the thirty-nine week period ended June 28, 2025

Previous wording

•Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current wording

•Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the thirty-nine week periods ended June 27, 2026 and June 28, 2025 were as follows (amounts in millions):

Previous wording

The increase in organic sales of $386 million for the twenty-six week period ended March 28, 2026 compared to the twenty-six week period ended March 29, 2025 is related to increases in defense, commercial aftermarket and commercial OEM sales.

Current wording

The increase in organic sales of $669 million for the thirty-nine week period ended June 27, 2026 compared to the thirty-nine week period ended June 28, 2025 is related to increases in commercial aftermarket, commercial OEM and defense sales.

Previous wording

•Cost of Sales and Gross Profit. Cost of sales increased by $318 million, or 19.3%, to $1,965 million for the twenty-six week period ended March 28, 2026 compared to $1,647 million for the twenty-six week period ended March 29, 2025. Cost of sales and the related percentage of net sales for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current wording

•Cost of Sales and Gross Profit. Cost of sales increased by $525 million, or 20.6%, to $3,078 million for the thirty-nine week period ended June 27, 2026 compared to $2,553 million for the thirty-nine week period ended June 28, 2025. Cost of sales and the related percentage of net sales for the thirty-nine week periods ended June 27, 2026 and June 28, 2025 were as follows (amounts in millions):

Previous wording

Cost of sales during the thirteen week period ended March 28, 2026 decreased as a percentage of net sales. This was primarily driven by the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs spread over a higher production volume; partially offset by the dilutive impact of the recent acquisitions.

Current wording

Cost of sales during the thirty-nine week period ended June 27, 2026 increased as a percentage of net sales. This was primarily due to the dilutive impact of the fiscal 2026 and 2025 acquisitions. Excluding the dilutive impact from these acquisitions, cost of sales as a percentage of net sales decreased due to sales mix (higher commercial aftermarket sales as a percentage of net sales compared to prior year), the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs spread over a higher production volume.

Previous wording

•Selling and Administrative Expenses. Selling and administrative expenses increased by $80 million to $527 million for the twenty-six week period ended March 28, 2026. The related percentage of net sales for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current wording

•Selling and Administrative Expenses. Selling and administrative expenses increased by $170 million to $859 million for the thirty-nine week period ended June 27, 2026. The related percentage of net sales for the thirty-nine week periods ended June 27, 2026 and June 28, 2025 were as follows (amounts in millions):

Previous wording

Selling and administrative expenses as a percentage of net sales for the thirteen week period ended March 28, 2026 decreased as a percentage of net sales primarily due to the decrease in non-cash stock and deferred compensation expense; partially offset by the impact of higher net sales, higher research and development and general and administrative expenses.

Current wording

Selling and administrative expenses during the thirty-nine week period ended June 27, 2026 increased as a percentage of net sales. This was primarily due to the dilutive impact of the fiscal 2026 and 2025 acquisitions and costs incurred to support the higher net sales growth and general and administrative expenses.

Previous wording

•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and collars designated and qualifying as cash flow hedges. Interest expense-net increased $203 million, or 26.9%, to $959 million for the twenty-six week period ended March 28, 2026 from $756 million for the comparable twenty-six week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings and a decrease in interest income. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.3% and 6.2% for the twenty-six week period ended March 28, 2026 and March 29, 2025, respectively.

Current wording

•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount, premium, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and collars designated and qualifying as cash flow hedges. Interest expense-net increased $320 million, or 27.8%, to $1,472 million for the thirty-nine week period ended June 27, 2026 from $1,152 million for the comparable thirty-nine week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.2% for the thirty-nine week periods ended June 27, 2026 and June 28, 2025.

Previous wording

•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 22.9% for the twenty-six week period ended March 28, 2026 compared to 21.7% for the twenty-six week period ended March 29, 2025. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.

Current wording

•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 23.4% for the thirty-nine week period ended June 27, 2026 compared to 21.9% for the thirty-nine week period ended June 28, 2025. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.

Previous wording

•Earnings per Share. Basic and diluted earnings per share was $15.82 for the twenty-six week period ended March 28, 2026 and $15.86 for the twenty-six week period ended March 29, 2025. Net income attributable to TD Group for the twenty-six week period ended March 28, 2026 of $980 million was decreased by dividend equivalent payments of $59 million, or $1.02 per share, resulting in net income applicable to TD Group common stockholders of $921 million. Net income attributable to TD Group for the twenty-six week period ended March 29, 2025 of $972 million was decreased by dividend equivalent payments of $49 million, or $0.83 per share, resulting in net income applicable to TD Group common stockholders of $923 million.

Current wording

•Earnings per Share. Basic and diluted earnings per share was $25.20 for the thirty-nine week period ended June 27, 2026 and $24.31 for the thirty-nine week period ended June 28, 2025. Net income attributable to TD Group for the thirty-nine week period ended June 27, 2026 of $1,519 million was decreased by dividend equivalent payments of $59 million, or $1.02 per share, resulting in net income applicable to TD Group common stockholders of $1,460 million. Net income attributable to TD Group for the thirty-nine week period ended June 28, 2025 of $1,464 million was decreased by dividend equivalent payments of $49 million, or $0.83 per share, resulting in net income applicable to TD Group common stockholders of $1,415 million.

Previous wording

•Segment Net Sales. Net sales by segment for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current wording

•Segment Net Sales. Net sales by segment for the thirty-nine week periods ended June 27, 2026 and June 28, 2025 were as follows (amounts in millions):

Previous wording

Net sales for the Power & Control segment increased $456 million primarily from increases in sales in defense, commercial OEM and commercial aftermarket.

Current wording

Net sales for the Power & Control segment increased $825 million primarily from increases in sales in commercial aftermarket, commercial OEM and defense.

Previous wording

Net sales for the Airframe segment increased $204 million primarily from increases in sales in commercial OEM, commercial aftermarket and defense.

Current wording

Net sales for the Airframe segment increased $333 million primarily from increases in sales in commercial aftermarket, commercial OEM and defense.

Previous wording

•EBITDA As Defined. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S. GAAP financial measure. EBITDA As Defined by segment for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current wording

•EBITDA As Defined. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S. GAAP financial measure. EBITDA As Defined by segment for the thirty-nine week periods ended June 27, 2026 and June 28, 2025 were as follows (amounts in millions):

Previous wording

EBITDA As Defined for the Power & Control and Airframe segments increased approximately $167 million and $118 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.

Current wording

EBITDA As Defined for the Power & Control and Airframe segments increased approximately $329 million and $195 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.

Previous wording

Unallocated corporate EBITDA As Defined consists primarily of corporate expenses which includes compensation, benefits, professional services and other administrative costs incurred by our corporate offices. The decrease from prior year is attributable to the expiration of a deferred compensation program that was not renewed.

Current wording

Unallocated corporate EBITDA As Defined consists primarily of corporate expenses which includes compensation, benefits, professional services and other administrative costs incurred by our corporate offices.

Previous wording

(1)Includes debt issuance costs and original issue discount. Reference Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein for additional information.

Current wording

(1)Includes debt issuance costs, original issue discount and premium. Reference Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein for additional information.

Previous wording

(1)For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs and original issue discount and the “interest component” of rental expense.

Current wording

(1)For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs, original issue discount and premium and the “interest component” of rental expense.

Previous wording

•On April 7, 2026, the Company completed the acquisition of Jet Parts Engineering (“JPE”) and Victor Sierra Aviation Holdings (“VSA”) for approximately $2.2 billion in cash. The definitive agreement to acquire JPE and VSA from Vance Street Capital was entered into on January 13, 2026. The acquisition was financed using cash on hand and the net proceeds from the debt offerings completed in February 2026 (as further described below).

Current wording

•On April 7, 2026, the Company completed the acquisition of approximately 95% of the outstanding stock of Jet Parts Engineering (“JPE”) and approximately 96% of the outstanding stock of Victor Sierra Aviation Holdings (“VSA”) for approximately $2.2 billion in cash. The definitive agreement to acquire JPE and VSA was entered into on January 13, 2026. The acquisition was financed using cash on hand and the net proceeds from the debt offerings completed in February 2026 (as further described below).

Previous wording

•During the first half of fiscal 2026, the Company completed several acquisitions consisting of substantially all of the assets and technical data rights of certain product lines or all the outstanding stock of certain businesses (collectively, referred to herein as the “Other Acquisitions”), each meeting the definition of a business, for a total aggregate purchase price of $243 million in cash. Each of the acquisitions was financed using cash on hand.

Current wording

•During the first nine months of fiscal 2026, the Company completed several acquisitions consisting of substantially all of the assets and technical data rights of certain product lines or all the outstanding stock of certain businesses (collectively, referred to herein as the “Other Acquisitions”), each meeting the definition of a business, for a total aggregate purchase price of $257 million in cash. These acquisitions represent bolt-ons to existing TransDigm operating units. Each of the acquisitions was financed using cash on hand.

Previous wording

•On December 30, 2025, the Company entered into a definitive agreement to acquire all the outstanding stock of Stellant Systems, Inc. (“Stellant”) for approximately $960 million in cash. The acquisition is subject to regulatory approvals in the United States and customary closing conditions. The acquisition is expected to be financed using cash on hand as well as the net proceeds from the debt issuances completed in April 2026 (as further described below).

Current wording

•On July 27, 2026, the Company announced its definitive agreement to acquire all the outstanding stock of Prince & Izant for approximately $1.1 billion in cash. The acquisition is subject to regulatory approvals in the United States and customary closing conditions.

Previous wording

•On February 13, 2026, the Company completed $2,000 million in new debt issuances. The new debt was comprised of $1,200 million in aggregate principal amount of senior subordinated notes due 2034 at an issue price of 100% that bear interest at a rate of 6.125% (the “Initial 6.125% 2034 Notes”) and $800 million of Tranche N term loans (the “Initial Tranche N term loans”) that bear interest at a rate of Term SOFR plus 2.50%. Original issue discount of 0.25%, or $1 million, was paid to the lenders of the Initial Tranche N term loans. The net proceeds from the February 13, 2026 new debt issuances were used, along with cash on hand, to fund the purchase price of the acquisition of JPE and VSA and for related transaction fees and expenses.

Current wording

•On February 13, 2026, the Company completed $2,000 million in new debt issuances. The new debt was comprised of $1,200 million in aggregate principal amount of senior subordinated notes due 2034 at an issue price of 100% that bear interest at a rate of 6.125% (the “$1,200 million 6.125% 2034 Notes”) and $800 million of Tranche N term loans (the “Initial Tranche N term loans”) that bear interest at a rate of Term SOFR plus 2.50%.

Previous wording

•On April 17, 2026, the Company completed $1,500 million in new debt issuances. The new debt was comprised of $500 million in aggregate principal amount of additional senior subordinated notes due 2034 at an issue price of 100.375%, or a premium of approximately $2 million, that bear interest at a rate of 6.125% (the “New 6.125% 2034 Notes”) and $1,000 million in new Tranche N term loans (the “New Tranche N term loans”) that bear interest at a rate of Term SOFR plus 2.50%. Original issue discount of 0.25%, or approximately $1 million, was paid to the lenders of the New Tranche N term loans. The net proceeds from the April 17, 2026 new debt issuances are intended to be used, along with cash on hand, to fund the purchase price of the expected acquisition of Stellant and for general corporate purposes, including replenishment on our balance sheet of a portion of the cash used to fund the common stock repurchases (as further described below) and for related transaction fees and expenses.

Current wording

•On April 17, 2026, the Company completed $1,500 million in new debt issuances. The new debt was comprised of an additional $500 million in aggregate principal amount of additional senior subordinated notes due 2034 at an issue price of 100.375%, or a premium of approximately $2 million, that bear interest at a rate of 6.125% (the “$500 million 6.125% 2034 Notes” which collectively; along with the $1,200 million 6.125% 2034 Notes, are referred to herein as the “6.125% 2034 Notes”) and $1,000 million in Tranche N term loans (the “Additional Tranche N term loans”) that bear interest at a rate of Term SOFR plus 2.50% (collectively, the Additional Tranche N term loans and the Initial Tranche N term loans are referred to herein as the “Tranche N term loans”).

Previous wording

•In April 2026, the Company repurchased 66,537 shares of common stock at an average price of $1,138.88 per share for a total amount of $76 million. Whether the Company undertakes additional stock repurchases or other aforementioned activities will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors.

Current wording

•For the thirty-nine week period ended June 27, 2026, the Company repurchased, in aggregate, 1,496,383 shares of common stock at an average price of $1,207.50 per share for a total amount of $1,807 million. The repurchased shares of common stock are classified as treasury stock in the statement of changes in stockholders’ deficit. Whether the Company undertakes additional stock repurchases or other aforementioned activities will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.