Vontier Corp

NOTE 1. BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Nature of Business

Vontier Corporation (“Vontier” or the “Company”) is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. The Company operates through three reportable segments which align to the Company’sthree operating segments: (i) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, telematics, data analytics, software platform for electric vehicle charging networks and integrated solutions for alternative fuel dispensing; (ii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees; and (iii) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure. The Company’s Coats business, which was divested during January 2024, is presented in Other for periods prior to the divestiture.

Basis of Presentation and Unaudited Interim Financial Information

The accompanying Consolidated Condensed Financial Statements present the Company’s historical financial position, results of operations, changes in equity and cash flows in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are unaudited.

The interim Consolidated Condensed Financial Statements include the accounts of Vontier and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated Condensed Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated results of operations, therefore, net earnings and net earnings per share attributable to noncontrolling interests are not presented separately in the Company’s Consolidated Condensed Statements of Earnings and Comprehensive Income. Net earnings attributable to noncontrolling interests have been reflected in selling, general and administrative expenses (“SG&A”) and were insignificant in all periods presented.

In the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair presentation have been reflected. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. The accompanying interim Consolidated Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”).

Foreign Currency Translation and Transactions

Exchange rate adjustments resulting from foreign currency transactions are recognized in Net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of Accumulated other comprehensive income within equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates. Net foreign currency transaction gains or losses were not material in any of the periods presented.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation of income taxes paid by jurisdiction. ASU 2023-09 is effective for the Company’s annual financial statements for the year ended December 31, 2025, with early adoption permitted. Prospective application is required, with retrospective application permitted. The Company currently plans to adopt ASU 2023-09 retrospectively. Adoption of ASU 2023-09 will expand the Company’s income tax disclosures, and will have no impact on its results of operations, cash flows or financial condition.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosure of certain expense categories that are included within relevant income statement expense captions. ASU 2024-03 is effective for the Company’s annual financial statements for the year ended December 31, 2027, and for its interim financial statements beginning with the first fiscal quarter of the year ended December 31, 2028, with early adoption permitted. ASU 2024-03 may be applied either prospectively or retrospectively. The Company is currently assessing the impact ASU 2024-03 will have on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient when estimating expected credit losses to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and contract assets. ASU 2025-05 is effective for the Company’s interim and annual financial statements for the year ended December 31, 2026, with early adoption permitted. ASU 2025-05 must be applied prospectively. The Company is currently assessing the impact ASU 2025-05 will have on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends when an entity begins capitalizing eligible software costs by removing references to project stages. Under ASU 2025-06, an entity will begin capitalizing software costs when management has authorized and committed to funding the software project and the software project has met the probable-to-complete recognition threshold. ASU 2025-06 is effective for the Company’s interim and annual financial statements for the year ended December 31, 2028, with early adoption permitted. ASU 2025-06 may be applied prospectively, retrospectively or using a modified transition approach based on the status of the software project at adoption. The Company is currently assessing the impact ASU 2025-06 will have on its consolidated financial statements.

NOTE 2. ACQUISITIONS

On June 9, 2025, the Company acquired substantially all of the assets of Sergeant Sudz LLC (“Sergeant Sudz”), a provider of next-generation tunnel automation and smart motor control center technology for tunnel car wash operators in the United States, for $13.1 million. The preliminary purchase price allocation includes contingent consideration initially measured at $2.3 million, which can reach up to $3.0 million based on achieving certain revenue targets.

Acquisition-related costs related to the Sergeant Sudz acquisition were not material. The Company has not disclosed post-acquisition or pro forma revenue and earnings attributable to Sergeant Sudz as it did not have a material effect on the Company’s results. Sergeant Sudz is presented in the Company’s Mobility Technologies segment.

NOTE 3. FINANCING AND TRADE RECEIVABLES

Financing receivables are primarily comprised of commercial purchase security agreements originated between the Company’s franchisees and technicians or independent shop owners that are assumed by the Company (“PSAs”) and commercial loans to the Company’s franchisees (“Franchisee Notes”) in the Repair Solutions segment. The Company also has financing receivables in its Mobility Technologies and Environmental & Fueling Solutions segments which totaled $16.1 million and $14.4 million as of September 26, 2025 and December 31, 2024, respectively.

The following disclosures relate to the financing receivables in the Repair Solutions segment.

Repair Solutions Financing Receivables

PSAs are installment sales contracts originated between the franchisee and technicians or independent shop owners which enable these customers to purchase tools and equipment on an extended-term payment plan. PSA payment terms are generally up tofive years. Upon origination, the Company assumes the PSA by crediting the franchisee’s trade accounts receivable. As a result, originations of PSAs are non-cash transactions. The Company records PSAs at amortized cost.

Franchisee Notes have payment terms of up to 10 years and include financing to fund business startup costs including: (i) installment loans to franchisees used generally to finance inventory, equipment, and franchise fees; and (ii) lines of credit to finance working capital, including additional purchases of inventory.

Financing receivables are generally secured by the underlying tools and equipment financed.

Revenues associated with the Company’s interest income related to financing receivables are recognized to approximate a constant effective yield over the contract term. Accrued interest is included in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets and was insignificant as of September 26, 2025 and December 31, 2024.

Product sales to franchisees and the related financing income is included in Cash flows from operating activities in the accompanying Consolidated Condensed Statements of Cash Flows.

The components of financing receivables with payments due in less than twelve months that are presented in Accounts receivable, less allowance for credit losses on the Consolidated Condensed Balance Sheets were as follows:

The components of Long-term financing receivables, less allowance for credit losses, which consists of financing receivables with payments due beyond one year, were as follows:

As of September 26, 2025 and December 31, 2024, the net unamortized discount on our financing receivables was $18.5 million and $18.5 million, respectively.

Credit score and distributor tenure are the primary indicators of credit quality for the Company’s financing receivables. The amortized cost basis and current period gross write-offs of PSAs and Franchisee Notes by origination year as of and for the nine months ended September 26, 2025, is as follows:

Past Due

PSAs are considered past due when a contractual payment has not been made. If a customer is making payments on its account, interest will continue to accrue. The table below sets forth the aging of the Company’s PSA balances as of:

Franchisee Notes are considered past due when payments have not been made for 21 days after the due date. Past due Franchisee Notes (where the franchisee had not yet separated) were insignificant as of September 26, 2025 and December 31, 2024.

Uncollectable Status

PSAs are deemed uncollectable and written off when they are both contractually delinquent and no payment has been received for 180 days.

Franchisee Notes are deemed uncollectable and written off after a distributor separates and no payments have been received forone year.

The Company stops accruing interest and other fees associated with financing receivables when (i) a customer is placed in uncollectable status and repossession efforts have begun; (ii) upon receipt of notification of bankruptcy; (iii) upon notification of the death of a customer; or (iv) other instances in which management concludes collectability is not reasonably assured.

Allowance for Credit Losses Related to Financing Receivables

The Company calculates the allowance for credit losses considering several factors, including the aging of its financing receivables, historical credit loss and portfolio delinquency experience and current economic conditions. The Company also evaluates financing receivables with identified exposures, such as customer defaults, bankruptcy or other events that make it unlikely it will recover the amounts owed to it. In calculating such reserves, the Company evaluates expected cash flows, including estimated proceeds from disposition of collateral, and calculates an estimate of the potential loss and the probability of loss. When a loss is considered probable on an individual financing receivable, a specific reserve is recorded.

The following is a rollforward of the PSAs and Franchisee Notes components of the Company’s allowance for credit losses related to financing receivables as of:

Allowance for Credit Losses Related to Trade Accounts Receivables

The following is a rollforward of the allowance for credit losses related to the Company’s trade accounts receivables, excluding financing receivables, and the Company’s trade accounts receivable cost basis as of:

NOTE 4. INVENTORIES

The classes of inventory as of September 26, 2025 and December 31, 2024 are summarized as follows:

NOTE 5. FINANCING

The Company had the following debt outstanding as of:

(a)During February 2025, the Company repaid $50.0 million of the Three-Year Term Loans originally due 2025 and executed an amendment to extend the maturity date to February 2028. As of December 31, 2024, the Company classified $50.0 million and $500.0 million of the Three-Year Terms Loans originally due 2025 as a current liability and long-term liability, respectively, on the Consolidated Condensed Balance Sheets.

The Company’s long-term debt requires, among others, that the Company maintains certain financial covenants, and the Company was in compliance with all of these covenants as of September 26, 2025.

Credit Facilities

Amendments

During February 2025, the Company executed an amendment to the Revolving Credit Facility, which extended the maturity date to February 2030 and removed the SOFR adjustment.

During February 2025, the Company executed an amendment to the Three-Year Term Loans originally due 2025 to extend the maturity date to February 2028 (“Three-Year Term Loans Due 2028”). As part of the amendment, the credit spread adjustment was removed and the ratings-based margin was reduced by 12.5 basis points.

The Company evaluated these amendments on a lender-by-lender basis and determined that certain lenders should be accounted for as a debt extinguishment and certain lenders should be accounted for as a debt modification. The Company recognized an immaterial loss on debt extinguishment related to the amendments during the nine months ended September 26, 2025. For the portion of the Term Loans considered to be extinguished and re-borrowed, the Company has presented offsetting constructive cash inflows and outflows of $83.3 million within financing activities on the Consolidated Condensed Statements of Cash Flows.

Revolving Credit Facility

The Revolving Credit Facility bears interest at a variable rate equal to SOFR plus a ratings-based margin. As of September 26, 2025, there wereno borrowings outstanding and $750.0 million of available borrowing capacity under the Revolving Credit Facility.

Three-Year Term Loans Due 2028

The Three-Year Term Loans Due 2028 (“Term Loans”), which mature on February 12, 2028, bear interest at a variable rate equal to SOFR plus a ratings-based margin which was 112.5 basis points as of September 26, 2025. The interest rate was 5.42% per annum as of September 26, 2025. There was no material difference between the carrying value and the estimated fair value of the debt outstanding as of September 26, 2025.

Senior Unsecured Notes

The Company’s senior unsecured notes (collectively, the “Registered Notes”) consist of the following:

•$500.0 million aggregate principal amount of senior notes due April 1, 2026 bearing interest at the rate of 1.800% per year;

•$500.0 million aggregate principal amount of senior notes due April 1, 2028 bearing interest at the rate of 2.400% per year; and

•$600.0 million aggregate principal amount of senior notes due April 1, 2031 bearing interest at the rate of 2.950% per year.

The estimated fair value of the Registered Notes was $1.5 billion as of September 26, 2025. The fair value of the Registered Notes was determined based upon Level 2 inputs including indicative prices based upon observable market data. The difference between the fair value and the carrying amounts of the Registered Notes may be attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing.

Short-term Borrowings

As of September 26, 2025, certain of the Company’s businesses were in a cash overdraft position, and such overdrafts are included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Additionally, the Company has other short-term borrowing arrangements with various banks to facilitate short-term cash flow requirements in certain countries also included in Short-term borrowings and current portion of long-term debt on the Consolidated Condensed Balance Sheets. Given the nature of the short-term borrowings, the carrying value approximates fair value as of September 26, 2025.

NOTE 6. ACCUMULATED OTHER COMPREHENSIVE INCOME

The changes in Accumulated other comprehensive income by component are summarized below:

NOTE 7. SALES

Contract Assets

In certain circumstances, contract assets are recorded which include unbilled amounts typically resulting from sales under contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is subject to contractual performance obligations rather than subject only to the passage of time. Contract assets were $12.9 million and $8.0 million as of September 26, 2025 and December 31, 2024, respectively, and are included in Prepaid expenses and other current assets in the accompanying Consolidated Condensed Balance Sheets.

Contract Costs

The Company incurs direct incremental costs to obtain and fulfill certain contracts, typically costs associated with assets used by our customers in certain sales arrangements and sales-related commissions. As of September 26, 2025 and December 31, 2024, the Company had $107.0 million and $101.5 million, respectively, in revenue-related capitalized contract costs primarily related to assets used by the Company’s customers in certain software contracts, which are recorded in Prepaid expenses and other current assets, for the current portion, and Other assets, for the noncurrent portion, in the accompanying Consolidated Condensed Balance Sheets.

Contract Liabilities

The Company’s contract liabilities consist of deferred revenue generally related to customer deposits, post contract support (“PCS”) and extended warranty sales. In these arrangements, the Company generally receives up-front payment and recognizes revenue over the support term of the contracts where applicable. Deferred revenue is classified as current or noncurrent based on the timing of when revenue is expected to be recognized and is included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in the accompanying Consolidated Condensed Balance Sheets.

The Company’s contract liabilities consisted of the following:

During the three and nine months ended September 26, 2025, the Company recognized $18.2 million and $97.1 million of revenue related to the Company’s contract liabilities at December 31, 2024, respectively. The change in contract liabilities from December 31, 2024 to September 26, 2025 was primarily due to the timing of cash receipts and sales of PCS and extended warranty services.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to performance obligations which are unsatisfied as of the end of the period. The Company has excluded performance obligations with an original expected duration of one year or less and amounts for variable consideration allocated to wholly-unsatisfied performance obligations. Remaining performance obligations as of September 26, 2025 were $443.0 million, the majority of which are related to software-as-a-service and extended warranty and service contracts. The Company expects approximately 70 percent of the remaining performance obligations will be fulfilled within the nexttwo years,80 percent within the next three years, and 90 percent within four years.

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by sales of products and services and geographic location for each of the Company’s reportable segments, as it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. In the Company’s disaggregation of revenue by geographic location, high growth markets refers to developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure, which include Eastern Europe, the Middle East, Africa, Latin America and Asia Pacific (with the exception of Japan and Australia).

Disaggregation of revenue was as follows for the three months ended September 26, 2025:

(a)Includes total sales in the United States of $527.5 million.

Disaggregation of revenue was as follows for the three months ended September 27, 2024:

(a)Includes total sales in the United States of $510.0 million.

Disaggregation of revenue was as follows for the nine months ended September 26, 2025:

(a)Includes total sales in the United States of $1,542.9 million.

Disaggregation of revenue was as follows for the nine months ended September 27, 2024:

(a)Includes total sales in the United States of $1,525.4 million.

NOTE 8. INCOME TAXES

The Company’s effective tax rate for the three and nine months ended September 26, 2025 was 24.4% and 23.2%, respectively, as compared to 18.3% and 18.6% for the three and nine months ended September 27, 2024, respectively. The increase in the effective tax rate for the three months ended September 26, 2025 as compared to the comparable period in the prior year was primarily due to an increase in foreign earnings taxed at higher rates than the U.S. federal statutory rate and favorable changes in uncertain tax position reserves during the three months ended September 27, 2024. The increase in the effective tax rate for the nine months ended September 26, 2025 as compared to the comparable period in the prior year was primarily due to favorable impacts related to uncertain tax position reserves and business reorganizations and divestitures during the nine months ended September 27, 2024.

The Company’s effective tax rate for the three and nine months ended September 26, 2025 differs from the U.S. federal statutory rate of 21% primarily due to the effect of state taxes, non-U.S. income taxed at different rates than the U.S. federal statutory rate, foreign derived intangible income, and tax credits. The Company’s effective tax rate for the three and nine months ended September 27, 2024 differs from the U.S. federal statutory rate of 21% primarily due to the effect of state taxes, tax credits, changes in uncertain tax position reserves and the impact of the divestiture of the Coats business.

One Big Beautiful Bill

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) was signed into law. The OBBB includes several changes to corporate taxation, notably modifications to capitalization of research and development expenses and accelerated depreciation of fixed assets. The Company has reflected the impact of the enacted changes in its financial statements for the three and nine months ended September 26, 2025. The Company currently expects a $60.0 million reduction in cash tax payments due to the accelerated deduction of previously capitalized research and development expenses that can now be deducted under the OBBB. The other provisions within the OBBB are not expected to have a material impact.

NOTE 9. SEGMENT INFORMATION

The President and CEO of Vontier has been identified as the Company’s chief operating decision maker (“CODM”). Segment operating profit is used as a performance metric by the CODM in determining how to allocate resources and assess performance. Segment operating profit represents total segment sales less operating costs attributable to the segment, which does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, including amortization of acquisition-related intangible assets, stock-based compensation expense, restructuring and other related charges and other unallocated income or expense not indicative of the segment’s core operating performance. Corporate costs represent general and administrative expenses for the Company’s corporate functions, including transaction and deal-related costs.

As part of the CODM’s assessment of the Repair Solutions segment, a capital charge calculated based on the segment’s average gross outstanding financing receivables portfolio during the period and an estimated weighted average cost of capital is assessed by Corporate (the “Repair Solutions Capital Charge”).

The CODM does not regularly review any expenses on a segment basis. The CODM is regularly provided with actual and forecasted bookings and sales, and the related core growth for each, and segment operating profit and the related margin on a segment basis to assess segment performance. The CODM also reviews prior forecast to current forecast variances for bookings, sales and segment operating profit as part of the assessment of segment performance.

Intersegment sales primarily result from solutions developed by the Mobility Technologies segment that are integrated into products sold by the Environmental & Fueling Solutions segment. Intersegment sales are recorded at cost plus a margin which is intended to reflect the contribution made by the Mobility Technologies segment. Segment operating profit includes the operating profit from intersegment sales.

The Company’s CODM does not review any information regarding total assets on a segment basis.

Segment results for the three months ended September 26, 2025 were as follows:

(a) Repair Solutions includes interest income related to financing receivables of $18.6 million.

Segment results for the three months ended September 27, 2024 were as follows:

(a) Repair Solutions includes interest income related to financing receivables of $19.2 million.

Segment results for the nine months ended September 26, 2025 were as follows:

(a) Repair Solutions includes interest income related to financing receivables of $55.5 million.

Segment results for the nine months ended September 27, 2024 were as follows:

(a) Repair Solutions includes interest income related to financing receivables of $57.7 million.

Other segment items for each reportable segment includes the following for all periods presented:

•Mobility Technologies: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses and research and development expenses.

•Repair Solutions: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses, research and development expenses and the Repair Solutions Capital Charge. The Repair Solutions Capital Charge was $10.7 million, $11.1 million, $32.4 million and $32.9 million for the three and nine months ended September 26, 2025 and September 27, 2024, respectively.

•Environmental & Fueling Solutions: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses and research and development expenses.

•Other: Cost of sales, excluding amortization of acquisition-related intangible assets, selling, general and administrative expenses and research and development expenses.

Other segment items does not include unallocated corporate costs and other operating costs not allocated to the reportable segments as part of the CODM’s assessment of reportable segment operating performance, as further discussed above.

A reconciliation of segment operating profit to earnings before income taxes for the three and nine months ended September 26, 2025 and September 27, 2024 were as follows:

Depreciation expense by segment for the three and nine months ended September 26, 2025 and September 27, 2024 were as follows:

NOTE 10. LITIGATION AND CONTINGENCIES

Warranty

Estimated warranty costs are generally accrued at the time of sale as a component of Cost of sales on the Consolidated Condensed Statements of Earnings and Comprehensive Income. In general, manufactured products are warrantied against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty period terms depend on the nature of the product and range from 90 days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances, estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known.

The following is a rollforward of the accrued warranty liability:

Litigation and Other Contingencies

The Company is involved in legal proceedings from time to time in the ordinary course of its business. Although the outcome of such matters is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company.

In accordance with accounting guidance, the Company records a liability in the Consolidated Condensed Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible and a loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed.

Gross liabilities associated with known and future expected asbestos claims and projected insurance recoveries were as follows as of:

Guarantees

As of September 26, 2025 and December 31, 2024, the Company had guarantees consisting primarily of outstanding standby letters of credit, bank guarantees, and performance and bid bonds of approximately $76.4 million and $81.4 million, respectively. These guarantees have been provided in connection with certain arrangements with vendors, customers, financing counterparties, and governmental entities to secure the Company’s obligations and/or performance requirements related to specific transactions.

NOTE 11. CAPITAL STOCK AND EARNINGS PER SHARE

Earnings Per Share

Basic earnings per share is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by adjusting weighted average common shares outstanding for the dilutive effect of the assumed issuance of shares under stock-based compensation plans, determined using the treasury-stock method, except where the inclusion of such shares would have an anti-dilutive impact.

Information related to the calculation of net earnings per share of common stock is summarized as follows:

Share Repurchase Program

On April 30, 2025, the Company’s Board of Directors approved a replenishment of the Company’s previously approved share repurchase program announced in May 2021 and replenished in May 2022, bringing the total amount authorized for future share repurchases to $500 million. Under the share repurchase program, the Company may purchase shares of common stock from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, or by combinations of such methods, any of which may use prearranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations and other market and economic conditions. The share repurchase program may be suspended or discontinued at any time and has no expiration date.

The Company repurchased 1.7 million of the Company’s shares for $70.0 million through open market transactions at an average price per share of $41.65 during the three months ended September 26, 2025 and 4.6 million of the Company’s shares for $175.1 million through open market transactions at an average price per share of $37.48 during the nine months ended September 26, 2025. As of September 26, 2025, the Company has remaining authorization to repurchase $392.5 million of its common stock under the share repurchase program.

NOTE 12. DIVESTITURES

During the three months ended September 26, 2025, the Company completed the sales of certain assets within its Mobility Technologies segment and its European service operations within its Environmental & Fueling Solutions segment. As a result of the transactions, the Company recognized a preliminary gain of $3.4 million, subject to the finalization of customary working capital adjustments, during the three months ended September 26, 2025, which is presented in Gain on sale of businesses in the Consolidated Condensed Statements of Earnings and Comprehensive Income. The operations of the disposed businesses did not meet the criteria to be presented as discontinued operations.