Envista Holdings Corp

Previous wording

Certain statements included or incorporated by reference in this Quarterly Report are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Envista intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the following: the conditions in the U.S. and global economy, the impact of inflation and increasing interest rates, slower economic growth or recession, international economic, political, legal, compliance and business factors, the markets served by us and the financial markets, the impact of our debt obligations on our operations and liquidity, developments and uncertainties in trade policies and regulations, including tariffs or other impositions on imported goods, contractions or growth rates and cyclicality of markets we serve, risks relating to product manufacturing, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole or limited sources of supply, disruptions relating to war, terr…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Certain statements included or incorporated by reference in this Quarterly Report are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Envista intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, the following: the conditions in the U.S. and global economy, the impact of inflation and increasing interest rates, slower economic growth or recession, international economic, political, legal, compliance and business factors, the markets served by us and the financial markets, the impact of our debt obligations on our operations and liquidity, developments and uncertainties in trade policies and regulations, including tariffs or other impositions on imported goods, contractions or growth rates and cyclicality of markets we serve, risks relating to product manufacturing, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole or limited sources of supply, disruptions relating to war (incl…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We provide products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. We help our customers deliver the best possible patient care through industry-leading dental consumables, solutions, technologies, and services. With leading brand names, innovative technology and significant market positions, we are a leading worldwide provider of a broad range of solutions to support implant-based tooth replacements, orthodontic treatments, diagnostic solutions, as well as general dental consumables, equipment and services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America.

Current wording

We provide products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. We help our customers deliver the best possible patient care through industry-leading dental consumables, solutions, technologies, and services. With leading brand names, innovative technology and strong market positions, we are a leading worldwide provider of a wide range of solutions to support dental implants, orthodontic treatments, dental diagnostics, general dental consumable products, equipment, and services and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America.

Previous wording

We operate in two business segments: Specialty Products & Technologies and Equipment & Consumables. Our Specialty Products & Technologies segment develops, manufactures and markets products primarily related to dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products. Our Equipment & Consumables segment develops, manufactures and markets products primarily related to dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related consumables; and restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.

Current wording

We operate in two business segments: Specialty Products & Technologies and Equipment & Consumables. Our Specialty Products & Technologies segment develops, manufactures and markets products primarily related to dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners, lab products, and loupes. Our Equipment & Consumables segment develops, manufactures and markets products primarily related to dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related products; and restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.

Previous wording

For the three and nine months ended September 26, 2025, sales derived from customers outside of the United States were 51.9% and 52.3%, respectively, compared to 51.2% and 52.1% for the three and nine months ended September 27, 2024, respectively. As a global provider of dental consumables, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

Current wording

For the three months ended April 3, 2026, sales derived from customers outside of the United States were 52.7% compared to 51.5% for the three months ended March 28, 2025. As a global provider of dental products, equipment, and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the wide range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

Previous wording

Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to certain markets. For example, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. The U.S. has significantly increased tariffs on products imported from China into the U.S. and implemented new tariffs on imports into the U.S. from other countries, particularly from Canada, Mexico, and the European Union. In response to these proposed tariffs, some foreign countries, including China, have instituted retaliatory tariffs, which impact our products, while other countries have threatened retaliatory tariffs on certain U.S. products. It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. While we expect to largely offset the impact of the existing tariffs with mitigating actions including supply chain adjustments, pricing strategies, and cost management, we have already experienced an increase in cost of sales attributable to higher tariffs. To the extent that we are unable to offset the tariffs or if the tariffs or our countermeasures negatively impact demand, our business, financial condition, results of operations or cash flows will continue to be adversely affected. Any future tariffs and trade restrictions may also adversely affect our business, financial condition, results of operations or cash flows.

Current wording

Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, certain markets. During 2025 and continuing into 2026, the U.S. introduced trade policy actions that led to increased import tariffs across a wide range of countries at various rates, including imports from almost all countries and individualized higher tariffs on certain other countries, such as China. In February 2026, the U.S. Supreme Court invalidated broad-based tariffs predicated on the International Emergency Economic Powers Act (IEEPA). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain uncertain and are subject to further legal, regulatory, and administrative developments. In addition, the U.S. Administration initiated new tariffs on all imports, subject to certain exceptions, and may impose additional tariffs. As a result, it remains difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. While we expect to largely offset the impact of the existing tariffs with mitigating actions including supply chain adjustments, pricing strategies, and cost management, we have already experienced an increase in cost of sales due to higher tariffs. To the extent that we are unable to offset the tariffs or if the tariffs or our countermeasures negatively impact demand, our business, financial condition, results of operations or cash flows will continue to be adversely affected. Any future tariffs and trade restrictions may also adversely affect our business, financial condition, results of operations or cash flows.

Previous wording

On a period-over-period basis, currency exchange rates positively impacted reported sales by 1.9% and 0.8% for the three and nine months ended September 26, 2025, respectively, compared to the comparable periods of 2024, primarily due to the weakening U.S. dollar against major currencies. Any future weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations for the remainder of the year, and any strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations for the remainder of the year.

Current wording

On a period-over-period basis, currency exchange rates positively impacted reported sales by 4.3% for the three months ended April 3, 2026 compared to the comparable period of 2025, primarily due to the weakening U.S. dollar against most major currencies. Any future weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations for the remainder of the year, and any strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations for the remainder of the year.

Previous wording

Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise. While we are experiencing volatility in sales from this region, Russia’s invasion of Ukraine did not have a material impact on our overall financial position or results of operations as of and for the three and nine months ended September 26, 2025 and September 27, 2024.

Current wording

Geopolitical conflict and tensions, such as Russia’s invasion of Ukraine, the ongoing events in the Middle East, including the conflict involving Iran, and the global response to these conflicts, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights, creating disruptions in the global supply chain, and adversely impacting the global economy, financial markets, energy markets, commodity prices, currency rates and interest rates. Escalation of hostilities in the Middle East, including involving Iran, could further disrupt global energy markets, fuel prices, transportation networks, and supply chains, which may indirectly impact operating costs and consumer demand. We continue to monitor the evolving political and economic environment in these regions for any impact to our operations and have implemented mitigating actions. While we are experiencing volatility in these regions, to date these conflicts have not had a material impact on our business. We are, however, unable to predict the extent or nature of future impacts of continuing or new geopolitical conflicts.

Previous wording

Our aligner business, included in the Specialty Products & Technologies segment, enters into revenue contracts that involve multiple performance obligations which include optional aligners at no additional charge. Our treatment plans are comprised of the following performance obligations: initial aligner shipment and the subsequent shipments of any optional refinement aligners. For such plans, we also consider usage rates, which is the number of times a customer is expected to order additional refinement aligners. This usage rate is the basis for estimating the amount of transaction price to allocate to future performance obligations.

Current wording

Our aligner business, included in our Specialty Products & Technologies segment, enters into revenue contracts that involve multiple performance obligations which include optional aligners at no additional charge. Our treatment plans are comprised of the following performance obligations: initial aligner shipment and the subsequent shipments of any optional refinement aligners. For such plans, we also consider usage rates, which is the number of times a customer is expected to order additional refinement aligners. This usage rate is the basis for estimating the amount of transaction price to allocate to future performance obligations.

Previous wording

Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. We believe that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in our on-going business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers. We also use core sales growth to measure our operating and financial performance. We exclude the effect of currency translation from core sales because currency translation is not under our control, is subject to volatility and can obscure underlying business trends.

Current wording

We exclude the effect of currency translation from core sales because currency translation is not under our control, is subject to volatility and can obscure underlying business trends. Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. We believe that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in our on-going business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers. We also use core sales growth to measure our operating and financial performance.

Previous wording

All comparisons, variances, increases or decreases discussed below are for the three and nine months ended September 26, 2025, compared to the three and nine months ended September 27, 2024.

Current wording

All comparisons, variances, increases or decreases discussed below are for the three months ended April 3, 2026, compared to the three months ended March 28, 2025.

Previous wording

Sales and core sales growth for the nine months ended September 26, 2025 increased 6.1%, and 5.5%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales price of 3.1%, coupled with an increase in sales volume of 2.4% on a period-over-period basis.

Current wording

Sales for the three months ended April 3, 2026 increased 14.4% while core sales growth increased by 9.5% as compared to the comparable period in 2025. An increase in sales volume of 7.8% positively impacted sales on a period-over-period basis, coupled with an increase in sales price of 1.7%.

Previous wording

Geographically, sales for both the three and nine months ended September 26, 2025 were positively impacted by higher sales from North America and Europe; partially offset by lower demand in China.

Current wording

Geographically, sales for the three months ended April 3, 2026 were positively impacted by higher sales from North America and Europe, partially offset by lower demand in China.

Previous wording

The increase in cost of sales during the three months ended September 26, 2025 as compared to the comparable period in 2024, was driven primarily by higher sales volume and increased tariff costs. Gross margin for the three months ended September 26, 2025 increased 2.5% as compared to the comparable period in 2024, and was driven primarily by higher sales volume, including the impact from the timing of deferred revenue recognition related to our clear aligner treatment plans and an increase in sales price, partially offset by unfavorable product mix.

Current wording

The increase in cost of sales during the three months ended April 3, 2026 as compared to the comparable period in 2025, was driven primarily by higher sales volume and increased tariff costs. The increase in gross margin for the three months ended April 3, 2026 was driven primarily by higher sales volume, an increase in sales price, favorable foreign exchange rates, partially offset by higher tariffs.

Previous wording

R&D expenses as a percentage of sales for the three and nine months ended September 26, 2025 is consistent with the comparable periods in 2024.

Current wording

R&D expenses as a percentage of sales for the three months ended April 3, 2026, increased as compared to the comparable period in 2025, primarily due to increased R&D activity.

Previous wording

Other income, net for the three and nine months ended September 26, 2025 primarily consists of net gains on investments held in a rabbi trust, while Other income (expense), net for the comparable periods in 2024 consists of net gains (losses) on equity investments.

Current wording

The increase in other expense, net for the three months ended April 3, 2026 is primarily due to losses on equity investments.

Previous wording

Interest costs were $9.0 million and $11.9 million for the three months ended September 26, 2025 and September 27, 2024, respectively, and $26.3 million and $36.5 million for the nine months ended September 26, 2025 and September 27, 2024, respectively. The decrease in interest expense was primarily due to lower debt balances and interest rates.

Current wording

The decrease in interest expense was primarily due to lower interest rates.

Previous wording

Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.

Current wording

Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners, lab products, and loupes.

Previous wording

Geographically, sales for both the three and nine months ended September 26, 2025 were positively impacted by higher sales from North America and Europe; partially offset by lower demand in China.

Current wording

Geographically, sales for the three months ended April 3, 2026 were positively impacted by higher sales from North America and Europe, partially offset by lower demand in China.

Previous wording

Operating profit margin was 11.1% for the three months ended September 26, 2025, as compared to an operating profit margin of 3.2% for the comparable period of 2024. The increase in operating profit margin for the three months ended September 26, 2025, was primarily due to higher sales volume, including the timing of deferred revenue recognition related to our clear aligner treatment plans and higher sales price, partially offset by increased tariffs and our continuing investment in our long-term growth initiatives.

Current wording

Operating profit margin was 10.2% for the three months ended April 3, 2026, as compared to an operating profit margin of 9.4% for the comparable period of 2025. The increase in operating profit margin for the three months ended April 3, 2026, was primarily due to higher sales volume, including the timing of deferred revenue recognition related to our clear aligner treatment plans, higher sales price, and favorable foreign exchange rates, partially offset by increased tariffs and our continuing investment in our long-term growth initiatives.

Previous wording

Our Equipment & Consumables segment primarily develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software and other visualization/magnification systems; endodontic systems and related consumable products; restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.

Current wording

Our Equipment & Consumables segment primarily develops, manufactures and markets dental equipment and supplies used in dental offices, including digital imaging systems, software, and services; endodontic systems and related products; restorative materials and instruments, rotary burs, impression materials, bonding agents and cements and infection prevention products.

Previous wording

Sales and core sales growth for the three months ended September 26, 2025 increased 8.7%, and 7.3%, respectively, compared to the comparable period in 2024, driven primarily by an increase in sales price of 4.7%, coupled with an increase in sales volume of 2.6% on a period-over-period basis.

Current wording

Sales and core sales growth for the three months ended April 3, 2026 increased 14.4%, and 11.5%, respectively, compared to the comparable period in 2025, driven primarily by an increase in sales volume of 9.0% on a period-over-period basis, coupled with an increase in sales price of 2.5%.

Previous wording

Geographically, the increase in sales for the three months ended September 26, 2025 is primarily due to higher demand from North America and China while the increase in sales for the nine months ended September 26, 2025 is primarily due to higher demand from North America, partially offset by lower demand in China.

Current wording

Geographically, the increase in sales for the three months ended April 3, 2026 is primarily due to higher demand from North America and Europe.

Previous wording

Operating profit margin was 15.8% for the nine months ended September 26, 2025, as compared to an operating profit margin of 15.4% for the comparable period of 2024. The increase in operating profit margin for the nine months ended September 26, 2025 was primarily due to higher sales volume and sales price, and a decrease in amortization of intangibles, partially offset by increased tariffs and higher costs due to the impact of unfavorable foreign exchange rates.

Current wording

Operating profit margin was 18.9% for the three months ended April 3, 2026, as compared to an operating profit margin of 14.7% for the comparable period of 2025. The increase in operating profit margin for the three months ended April 3, 2026 was primarily driven by higher sales volume and sales price, and favorable foreign exchange rates, partially offset by increased tariffs and our continuing investment in our long-term growth initiatives.

Previous wording

Net cash provided by operating activities was $167.7 million during the nine months ended September 26, 2025, as compared to net cash provided by operating activities of $204.1 million for the comparable period of 2024. The decrease in cash provided by operating activities during the nine months ended September 26, 2025 is primarily due to timing of cash collections, inventory payments, and vendor payments; partially offset by higher net income.

Current wording

Net cash used in operating activities was $3.3 million during the three months ended April 3, 2026, as compared to net cash provided by operating activities of $0.3 million for the comparable period of 2025. The decrease is primarily due to higher incentive compensation payments, partially offset by higher net income and the timing of cash collection and vendor payments.

Previous wording

Net cash used in investing activities was $35.6 million for the nine months ended September 26, 2025, as compared to net cash used in investing activities of $47.2 million for the comparable period in 2024. The decrease in net cash used was primarily due to lower purchases of investments held in the rabbi trust, partially offset by higher net payments for purchases of property, plant and equipment and higher spend on certain investing activities.

Current wording

Net cash used in investing activities was $68.9 million for the three months ended April 3, 2026, as compared to net cash used in investing activities of $8.8 million for the comparable period in 2025. The increase in net cash used was primarily due to the acquisition of Versah combined with higher net payments for purchases of property, plant and equipment.

Previous wording

Net cash used by financing activities was $145.7 million for the nine months ended September 26, 2025 compared to net cash used in financing activities of $102.8 million for the comparable period of 2024. The increase in net cash used was primarily driven by stock repurchases and the repayment of the 2025 Convertible Notes which matured on June 1, 2025, partially offset by the borrowings under the Revolving Credit Facility and the repayment of the 2028 Term Loan during 2024.

Current wording

Net cash used in financing activities was $45.6 million for the three months ended April 3, 2026 compared to net cash used in financing activities of $17.6 million for the comparable period of 2025. The increase in net cash used was primarily driven by stock repurchases.

Previous wording

As of September 26, 2025, we held $1,133.9 million of cash and cash equivalents that were held on deposit with financial institutions. Of this amount, $325.0 million was held within the United States and $808.9 million was held outside of the United States. We will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities as required and support other business needs. We generally intend to use available cash, internally generated funds and our revolving credit facility to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business” in our 2024 10-K.

Current wording

As of April 3, 2026, we held $1,082.8 million of cash and cash equivalents that were held on deposit with financial institutions. Of this amount, $273.0 million was held within the United States and $809.8 million was held outside of the United States. We will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities as required and support other business needs. We generally intend to use available cash, internally generated funds and our revolving credit facility to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business” in our 2025 10-K.

Previous wording

Under the Tax Cut and Jobs Act of 2017 (“TCJA”) and the associated transition tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax; however, repatriation of cash could subject us to non-U.S. jurisdictional taxes on distributions. Additionally, we have determined that unremitted foreign earnings are not considered indefinitely reinvested to the extent foreign earnings can be distributed without a significant tax cost. As such, we have recorded foreign withholding tax liabilities related to the future repatriation of such earnings. We continue to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability.

Current wording

While repatriation of some cash held outside the United States may be restricted by local laws, most of our foreign cash could be repatriated to the United States. Under the Tax Cut and Jobs Act of 2017 (“TCJA”) and the associated transition tax, in general, repatriation of cash to the United States can be completed with no incremental U.S. tax; however, repatriation of cash could subject us to non-U.S. jurisdictional taxes on distributions. We continue to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability.

Previous wording

On February 5, 2025, our Board of Directors authorized a stock repurchase program, allowing us to purchase up to $250 million of our outstanding common stock through December 31, 2026. Stock repurchases made in connection with this program totaled approximately $41.5 million or 2.1 million shares and $141.9 million or 8.0 million shares during the three and nine months ended September 26, 2025, respectively. Refer to Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report on Form 10-Q for more details. The cash outflows associated with the Company’s stock repurchases are classified in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.

Current wording

On February 5, 2025, our Board of Directors authorized a stock repurchase program, allowing us to purchase up to $250 million of our outstanding common stock through December 31, 2026. Stock repurchases made in connection with this program totaled approximately $208.5 million or 10.7 million shares to date, with approximately $42.6 million or 1.6 million shares repurchased during the three months ended April 3, 2026. Refer to Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report on Form 10-Q for more details. The cash outflows associated with the Company’s stock repurchases are classified in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.