ESAB Corp

Previous wording

We are a focused premier industrial compounder. Our rich history of innovative products, workflow solutions and our business system, ESAB Business Excellence (“EBXai”), enables our purpose of Shaping the world we imagine TM. We conduct our operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, the Middle East, India, Africa and Asia Pacific. We serve a global customer base across multiple markets through a combination of direct sales and third-party distribution channels. Our customer base is highly diversified in the industrial end markets.

Current wording

We are a focused premier industrial compounder. Our rich history of innovative products, workflow solutions and our business system, ESAB Business Excellence with AI (“EBXai”), enables our purpose of Shaping the world we imagine TM. We conduct our operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, the Middle East, India, Africa and Asia Pacific. We serve a global customer base across multiple markets through a combination of direct sales and third-party distribution channels. Our customer base is highly diversified in the industrial end markets.

Previous wording

We expect strategic acquisitions to contribute to our growth. We believe that our extensive experience of acquiring and effectively integrating acquisition targets should enable us to capitalize on future opportunities. We believe our recent acquisitions, are aligned with this strategic direction. On June 1, 2026, we acquired Eddyfi, a global leader in advanced inspection and monitoring technologies headquartered in Québec, Canada, for consideration transferred of approximately $1.5 billion (such transaction, the “Acquisition”). For the year ended December 31, 2025, Eddyfi’s revenues totaled approximately $240 million. Refer to Note 3, “Acquisitions” in the accompanying Notes contained elsewhere in this Form 10-Q for additional information.

Current wording

We expect strategic acquisitions to contribute to our growth. We believe that our extensive experience of acquiring and effectively integrating acquisition targets should enable us to capitalize on future opportunities. We believe our recent acquisitions are aligned with this strategic direction. On June 1, 2026, we acquired Eddyfi, a global leader in advanced inspection and monitoring technologies headquartered in Québec, Canada, for consideration of approximately $1.5 billion. For the year ended December 31, 2025, Eddyfi’s revenues totaled approximately $240 million. Refer to Note 3, “Acquisitions” in the accompanying Notes contained elsewhere in this Form 10-Q for additional information.

Previous wording

ESAB operates a diversified global supply chain and sources parts and materials globally. In February 2026, the United States Supreme Court (the “Court”) ruled that the International Emergency Economic Powers Act (“IEEPA”), which the United States administration (the “administration”) relied on to impose certain tariffs, does not authorize the administration to impose tariffs. On March 4, 2026, the United States Court of International Trade ordered the United States Customs and Border Protection (“CBP”) to process refunds of the IEEPA tariffs. The IEEPA tariffs remain subject to ongoing litigation between the administration and other parties. The full impact of the Court’s ruling and the administration’s response remains uncertain. The process for addressing requests for refunds of the IEEPA tariffs has recently begun. We have received an insignificant amount of IEEPA tariff refunds during the three months ended July 3, 2026. The actual timing and extent of any future refunds remain uncertain at this time. Accordingly, we have not recorded any IEEPA tariff refund receivables as of July 3, 2026. We continue to actively monitor and evaluate these developments and the potential impacts of trade policy and tariffs on our business, supply chain and results of operations. We maintain operations worldwide, including in the jurisdictions impacted by the announced and contemplated tariffs. Refer to Part I. Item 1.A. “Risk Factors” in our 2025 Form 10-K for additional information. The full impact of the matters noted above on the Company, our customers and suppliers, the overall economy and capital markets remains uncertain.

Current wording

Protection (“CBP”) to process refunds of the IEEPA tariffs. The IEEPA tariffs remain subject to ongoing litigation between the administration and other parties. The full impact of the Court’s ruling and the administration’s response remains uncertain. The process for addressing requests for refunds of the IEEPA tariffs has begun. We have received IEEPA tariff refunds during the nine months ended October 2, 2026. The actual timing and extent of any future refunds remain uncertain at this time. Accordingly, we have not recorded any IEEPA tariff refund receivables as of October 2, 2026. We continue to actively monitor and evaluate these developments and the potential impacts of trade policy and tariffs on our business, supply chain and results of operations. We maintain operations worldwide, including in the jurisdictions impacted by the announced and contemplated tariffs. Refer to Part I. Item 1.A. “Risk Factors” in our 2025 Form 10-K for additional information. The full impact of the matters noted above on the Company, our customers and suppliers, the overall economy and capital markets remains uncertain.

Previous wording

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the three and six months ended July 3, 2026 and July 4, 2025.

Current wording

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the three and nine months ended October 2, 2026 and October 3, 2025.

Previous wording

The comparability of our operating results for the three and six months ended July 3, 2026 and July 4, 2025 is affected by the following significant factors:

Current wording

The comparability of our operating results for the three and nine months ended October 2, 2026 and October 3, 2025 is affected by the following significant factors:

Previous wording

The conflict in the Middle East and the related impacts, such as logistics challenges from the closing of the Strait of Hormuz, have increased the level of economic and political uncertainty. As reflected in the discussions that follow, these challenges have had a variety of impacts on our results of operations during the six months ended July 3, 2026, including decreased sales levels and increased inventory costs. Refer to Part I. Item 1.A. “Risk Factors”section of the 2025 Form 10-K for additional information.

Current wording

The conflict in the Middle East and the related impacts, such as logistics challenges from the closing of the Strait of Hormuz and the war in Iran, have increased the level of economic and political uncertainty. As reflected in the discussions that follow, these challenges have had a variety of impacts on our results of operations during the nine months ended October 2, 2026, including decreased sales levels and increased inventory costs. Refer to Part I. Item 1.A. “Risk Factors”section of the 2025 Form 10-K for additional information.

Previous wording

The Company continues to actively monitor the changes in United States policy regarding international trade, including the recent progress in reaching or progressing international trade agreements with major counterparties and the IEEPA tariff refund discussed above. As reflected in the discussions that follow, the United States policy regarding international trade and actions taken in response to it have had a variety of impacts on our results of operations during 2025 and the six months ended July 3, 2026, including decreased sales levels and increased raw material costs. For additional information on the risks of United States policy regarding international trade to the Company’s operations, refer to Part I. Item 1.A. “Risk Factors”section of the 2025 Form 10-K for additional information.

Current wording

The Company continues to actively monitor the changes in United States policy regarding international trade, including the recent progress in reaching or progressing international trade agreements with major counterparties and the IEEPA tariff refunds discussed above. As reflected in the discussions that follow, the United States policy regarding international trade and actions taken in response to it have had a variety of impacts on our results of operations during 2025 and the nine months ended October 2, 2026, including decreased sales levels and increased raw material costs. For additional information on the risks of United States policy regarding international trade to the Company’s operations, refer to Part I. Item 1.A. “Risk Factors”section of the 2025 Form 10-K for additional information.

Previous wording

We complement our organic growth with acquisitions and other investments. Acquisitions can affect our reported results, and we report the change in our Net sales between periods both from existing and acquired businesses. The change in Net sales due to acquisitions for the periods presented in this filing represents the incremental sales as a result of acquisitions, including the Acquisition that was completed on June 1, 2026. For additional information on our acquisitions, refer to Note 3, “Acquisitions” in the accompanying Notes contained elsewhere in this Form 10-Q and Note 5, “Acquisitions” in the Company’s 2025 Form 10-K.

Current wording

We complement our organic growth with acquisitions and other investments. Acquisitions can affect our reported results, and we report the change in our Net sales between periods both from existing and acquired businesses. The change in Net sales due to acquisitions for the periods presented in this filing represents the incremental sales as a result of acquisitions, including the Eddyfi acquisition that was completed on June 1, 2026. For additional information on our acquisitions, refer to Note 3,

Previous wording

A significant portion of our Net sales,79%for the three and six months ended July 3, 2026, respectively, are outside the United States, with the majority of those sales denominated in currencies other than the U.S. Dollar. Because much of our manufacturing and employee costs are outside the United States, a significant portion of our costs are also denominated in currencies other than the U.S. Dollar. Changes in foreign exchange rates can impact our results of operations and are quantified when significant.

Current wording

A significant portion of our Net sales,77% and 78% for the three and nine months ended October 2, 2026, respectively, are outside the United States, with the majority of those sales denominated in currencies other than the U.S. Dollar. Because much of our manufacturing and employee costs are outside the United States, a significant portion of our costs are also denominated in currencies other than the U.S. Dollar. Changes in foreign exchange rates can impact our results of operations and are quantified when significant.

Previous wording

For the three months ended July 3, 2026 compared to thethree months ended July 4, 2025, fluctuations in foreign currencies increased Net sales by 2.6%, Gross profit by 2.3% and Selling, general and administrative expenses by 2.6%.

Current wording

For the three months ended October 2, 2026 compared to thethree months ended October 3, 2025, fluctuations in foreign currencies increased Net sales by 0.8%, Gross profit by 0.5% and Selling, general and administrative expense by 0.3%.

Previous wording

For the six months ended July 3, 2026 compared to thesix months ended July 4, 2025, fluctuations in foreign currencies increased Net sales by 4.0%, Gross profit by 3.9% and Selling, general and administrative expenses by 4.3%.

Current wording

For the nine months ended October 2, 2026 compared to thenine months ended October 3, 2025, fluctuations in foreign currencies increased Net sales by 2.9%, Gross profit by 2.7% and Selling, general and administrative expense by 2.9%.

Previous wording

Adjusted EBITDA is a non-GAAP performance measure that we include in this Form 10-Q because it is a key metric used by our management to assess our operating performance. ESAB presents this non-GAAP financial measure including and excluding Russia due to economic and political volatility caused by the Russia and Ukraine conflict, which we believe results in enhanced investor interest in these alternative presentations. Adjusted EBITDA excludes from Net income from continuing operations the effect of Income tax expense, Interest expense and other, net, Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories, depreciation and other amortization and compensation expense related to the performance-based non-qualified stock option awards granted on June 10, 2026 and July 1, 2026 (the “Performance Option Awards”). We also present Adjusted EBITDA margin, which is subject to the same adjustments as Adjusted EBITDA. Further, we present these non-GAAP performance measures on a segment basis subject to the same adjustments described above. We also present Core adjusted EBITDA and Core adjusted EBITDA margin, which are subject to the same adjustments as Adjusted EBITDA and Adjusted EBITDA margin, respectively, and which removes the impact of Russia for the three and six months ended July 3, 2026 and July 4, 2025. Adjusted EBITDA and Core adjusted EBITDA assist management in comparing our operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to unusual events or discrete restructuring plans and other initiatives that are fundamentally different from our ongoing productivity and core business. Management also believes that presenting these measures allows investors to view our performance using the same measures that we use in evaluating our financial and business performance and trends.

Current wording

Adjusted EBITDA is a non-GAAP performance measure that we include in this Form 10-Q because it is a key metric used by our management to assess our operating performance. ESAB presents this non-GAAP financial measure including and excluding Russia due to economic and political volatility caused by the Russia and Ukraine conflict, which we believe results in enhanced investor interest in these alternative presentations. Adjusted EBITDA excludes from Net income from continuing operations the effect of Income tax expense, Interest expense and other, net, Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories, depreciation and other amortization and other costs such as compensation expense related to the performance-based non-qualified stock option awards granted on June 10, 2026 and July 1, 2026 (the “Performance Option Awards”). We also present Adjusted EBITDA margin, which is subject to the same adjustments as Adjusted EBITDA. Further, we present these non-GAAP performance measures on a segment basis subject to the same adjustments described above. We also present Core adjusted EBITDA and Core adjusted EBITDA margin, which are subject to the same adjustments as Adjusted EBITDA and Adjusted EBITDA margin, respectively, and which removes the impact of Russia for the three and nine months ended October 2, 2026 and October 3, 2025. Adjusted EBITDA and Core adjusted EBITDA assist management in comparing our operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to unusual events or discrete restructuring plans and other initiatives that are fundamentally different from our ongoing productivity and core business. Management also believes that presenting these measures allows investors to view our performance using the same measures that we use in evaluating our financial and business performance and trends.

Previous wording

The following tables set forth a reconciliation of Net income from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITDA, Adjusted EBITDA margin, Core adjusted EBITDA and Core adjusted EBITDA margin by segment for the three and six months ended July 3, 2026 and July 4, 2025.

Current wording

The following tables set forth a reconciliation of Net income from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITDA, Adjusted EBITDA margin, Core adjusted EBITDA and Core adjusted EBITDA margin by segment for the three and nine months ended October 2, 2026 and October 3, 2025.

Previous wording

(3)Includes transaction, diligence and integration expenses totaling $12.8 million and $14.2 million for the three and six months ended July 4, 2025, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $8.8 million and $17.0 million for the three and six months ended July 4, 2025, respectively.

Current wording

(3)Includes transaction, diligence and integration expenses totaling $8.8 million and $43.9 million for the three and nine months ended October 2, 2026, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $31.2 million and $60.1 million for the three and nine months ended October 2, 2026, respectively.

Previous wording

(4)Represents the impact of the Performance Option Awards granted in June and July 2026. These awards were non-cash, one-time, non-recurring grants with a different structure and size than the Company’s annual equity compensation program. Refer to Note 12, “Equity” for further details on these awards.

Current wording

(4)Includes the impact of the Performance Option Awards granted in June and July 2026. These awards were non-cash, one-time, non-recurring grants with a different structure and size than the Company’s annual equity compensation program totaling $2.8 million and $3.5 million for the three and nine months ended October 2, 2026, respectively. Refer to Note 12, “Equity” in the accompanying Notes contained elsewhere in this Form 10-Q for further details on these awards.

Previous wording

(6)Net sales were$41.4 million and $72.5 million relating to Russia for the three andsix months ended July 3, 2026, respectively.

Current wording

(6)Net sales were$37.7 million and $110.2 million relating to Russia for the three andnine months ended October 2, 2026, respectively.

Previous wording

(3)Includes transaction, diligence and integration expenses totaling $24.8 million and $35.1 million for the three and six months ended July 3, 2026, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $16.5 million and $29.0 million for the three and six months ended July 3, 2026, respectively.

Current wording

(3)Includes transaction, diligence and integration expenses totaling $6.1 million and $20.4 million for the three and nine months ended October 3, 2025, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $10.3 million and $27.3 million for the three and nine months ended October 3, 2025, respectively.

Previous wording

(5)Net sales were $37.1 million and $68.4 million relating to Russia for the three and six months ended July 4, 2025, respectively.

Current wording

(5)Net sales were $40.4 million and $108.8 million relating to Russia for the three and nine months ended October 3, 2025, respectively.

Previous wording

The following table presents the components of changes in our Net salesfor the three and six months ended July 3, 2026 compared to the prior year period.

Current wording

The following table presents the components of changes in our Net salesfor the three and nine months ended October 2, 2026 compared to the prior year period.

Previous wording

Net sales from existing businesses increased by $17.9 million during the three months ended July 3, 2026, compared to the prior year period, driven by increases in both customer pricing and sales volume totaling $14.9 million and $3.1 million, respectively. The $14.9 million increase in customer pricing was largely driven by the higher materials costs resulting from factors such as tariffs in the Americas and rising oil prices caused by the war in Iran. Additionally, there was an increase in Net sales from acquisitions attributable to Bavaria Schweisstechnik (“Bavaria”), DeltaP s.r.l. (“DeltaP”), Aktiv Technologies Private Limited (“Aktiv”), EWM GmbH (“EWM”) and Eddyfi. The changes in foreign exchange rates resulted in a $18.6 million favorable currency translation impact.

Current wording

Net sales from existing businesses increased by $13.9 million during the three months ended October 2, 2026, compared to the prior year period, driven by $18.7 million of customer pricing increases partially offset by a $4.8 million decrease in sales volume. The $18.7 million increase in customer pricing was largely driven by higher materials costs resulting from factors such as tariffs in the Americas and rising oil prices caused by the war in Iran. The $4.8 million decrease in sales volume is primarily driven by lower volumes in South America, Mexico and the Middle East partially offset by increases in the United States, Canada and Asia. Additionally, there was an increase in Net sales from acquisitions attributable to EWM GmbH (“EWM”) and Eddyfi. Movements in foreign exchange rates resulted in a $5.5 million favorable currency translation impact.

Previous wording

Net sales from existing businesses increased by $5.3 million during the six months ended July 3, 2026, compared to the prior year period, primarily driven by $23.9 million of customer pricing increases partially offset by a $18.6 million decrease in sales volume due to drivers such as tariffs in the Americas, challenges in the Middle East related to the war in Iran and lower volumes in Russia. The $23.9 million increase in customer pricing was largely driven by the higher materials costs resulting from factors such as tariffs in the Americas and rising oil prices caused by the war in Iran. The $18.6 million decrease in sales volume was primarily from the first quarter as the tariff impacts in the second quarter were comparable to prior year as increased tariffs were first imposed in April 2025. Additionally, the increase in Net sales from acquisitions was attributable to Bavaria, DeltaP, Aktiv, EWM and Eddyfi. The changes in foreign exchange rates resulted in a $55.9 million favorable currency translation impact.

Current wording

Net sales from existing businesses increased by $19.2 million during the nine months ended October 2, 2026, compared to the prior year period, driven by $42.6 million of customer pricing increases partially offset by a $23.4 million decrease in sales volume due to drivers such as tariffs in the Americas, challenges in the Middle East related to the war in Iran and lower volumes in Russia. The $42.6 million increase in customer pricing was largely driven by higher materials costs resulting from factors such as tariffs in the Americas and rising oil prices caused by the war in Iran. The $23.4 million decrease in sales volume occurred primarily during the first quarter as the tariff impacts in the second and third quarters of 2026 were comparable to the increased tariffs first imposed in April 2025. Additionally, the increase in Net sales from acquisitions was attributable to Bavaria Schweisstechnik (“Bavaria”), DeltaP s.r.l. (“DeltaP”), Aktiv Technologies Private Limited (“Aktiv”), EWM and Eddyfi. The changes in foreign exchange rates resulted in a $61.3 million favorable currency translation impact.

Previous wording

The following table presents the components of changes in our Net sales excluding Russia (“Core sales”) for the three and six months ended July 3, 2026 compared to the prior year period.

Current wording

The following table presents the components of changes in our Net sales excluding Russia (“Core sales”) for the three and nine months ended October 2, 2026 compared to the prior year period.

Previous wording

(5)Net sales relating to Russia were $41.4 million and $37.1 million for the three months ended July 3, 2026 and July 4, 2025, respectively, and $72.5 million and $68.4 million for the six months ended July 3, 2026 and July 4, 2025, respectively.

Current wording

(5)Net sales relating to Russia were $37.7 million and $40.4 million for the three months ended October 2, 2026 and October 3, 2025, respectively, and $110.2 million and $108.8 million for the nine months ended October 2, 2026 and October 3, 2025, respectively.

Previous wording

Core sales from existing businesses increased by $9.3 million during the six months ended July 3, 2026, compared to the prior year period, primarily due to $24.3 million of customer pricing increases partially offset by a $15.0 million decrease in sales volume due to drivers such as tariffs in the Americas and challenges in Middle East related to the war in Iran. The $24.3 million increase in customer pricing was largely driven by the higher materials costs resulting from factors such as tariffs in the Americas and rising oil prices caused by the war in Iran. The $15.0 million decrease in sales volume was primarily from the first quarter as the tariff impacts in the second quarter were comparable to prior year as increased tariffs were first imposed in April 2025. Additionally, the increase in Net sales from acquisitions was attributable to Bavaria, DeltaP, Aktiv, EWM and Eddyfi. The changes in foreign exchange rates resulted in a $47.8 million favorable currency translation impact.

Current wording

Core sales from existing businesses increased by $25.2 million during the nine months ended October 2, 2026, compared to the prior year period, driven by $41.3 million of customer pricing increases partially offset by a $16.1 million decrease in sales volume. The $41.3 million increase in customer pricing was largely driven by higher materials costs resulting from factors such as tariffs in the Americas and rising oil prices caused by the war in Iran. The $16.1 million decrease in sales volume occurred primarily during the first quarter as the tariff impacts in the second and third quarters of 2026 were comparable to the increased tariffs first imposed in April 2025. Additionally, the increase in Net sales from acquisitions was attributable to Bavaria, DeltaP, Aktiv, EWM and Eddyfi. The changes in foreign exchange rates resulted in a $53.9 million favorable currency translation impact.

Previous wording

(2) Includes transaction, diligence and integration expenses totaling $24.8 million and$35.1 million for the three and six months ended July 3, 2026, respectively, and $12.8 million and$14.2 million for the three and six months ended July 4, 2025, respectively. Additionally, it includes amortization of intangibles and fair value step up on acquired inventories totaling $16.5 million and$29.0 million for the three and six months ended July 3, 2026, respectively, and $8.8 million and$17.0 million for the three and six months ended July 4, 2025, respectively.

Current wording

(2) Includes transaction, diligence and integration expenses totaling $8.8 million and $43.9 million for the three and nine months ended October 2, 2026, respectively, and $6.1 million and $20.4 million for the three and nine months ended October 3, 2025, respectively. Additionally, it includes amortization of intangibles and fair value step up on acquired inventories totaling $31.2 million and $60.1 million for the three and nine months ended October 2, 2026, respectively, and $10.3 million and $27.3 million for the three and nine months ended October 3, 2025, respectively.

Previous wording

(3)Represents the impact of the Performance Option Awards granted in June and July 2026. These awards were non-cash, one-time, non-recurring grants with a different structure and size than the Company’s annual equity compensation program. Refer to Note 12, “Equity” for further details on these awards.

Current wording

(3)Includes the impact of the Performance Option Awards granted in June and July 2026. These awards were non-cash, one-time, non-recurring grants with a different structure and size than the Company’s annual equity compensation program totaling $2.8 million and $3.5 million for the three and nine months ended October 2, 2026, respectively. Refer to Note 12, “Equity” in the accompanying Notes contained elsewhere in this Form 10-Q for further details on these awards.

Previous wording

Gross profit increased by $41.2 million in the second quarter of 2026 compared to the prior year period primarily attributable to acquisitions, favorable foreign exchange impact and price increases partially offset by higher material costs. Selling, general and administrative expense increased by $54.6 million in the second quarter of 2026 compared to the prior year period primarily due to acquisitions and related transaction costs as well as higher overall costs from general inflation and annual merit increase impact.

Current wording

Gross profit increased by $54.3 million in the third quarter of 2026 compared to the prior year period primarily attributable to acquisitions, price increases and favorable tariff impact partially offset by higher material costs. Gross profit margin expanded 230 basis points primarily due to the aforementioned factors. Selling, general and administrative expense increased by $62.1 million in the third quarter of 2026 compared to the prior year period primarily due to acquisitions and related amortization and transaction costs as well as higher overall costs from general inflation and annual merit increase impact.

Previous wording

Restructuring and other related charges increased by $16.9 million in the second quarter of 2026 compared to the prior year period primarily driven by strategic initiatives to improve margins in the Americas. Acquisition-amortization and other related charges increased by$19.7 million in the second quarter of 2026 compared to the prior year period primarily driven by recent acquisition activity attributable to EWM and Eddyfi. Interest expense and other, net increased by $9.6 million due to higher average outstanding debt balance as well as $4.8 million of costs associated with the Bridge Loan that the Company entered into to support the Acquisition. The effective tax rate of 24.3% for the quarter ended July 3, 2026 differed from the effective tax rate of 20.8% for the same period ended July 4, 2025 primarily due to the tax effects related to the Eddyfi acquisition.

Current wording

Restructuring and other related charges increased by $7.0 million in the third quarter of 2026 compared to the prior year period primarily driven by strategic initiatives to improve margins in the Americas. Interest expense and other, net increased by $12.9 million due to a higher average outstanding debt balance. The effective tax rate of 23.9% for the quarter ended October 2, 2026 differed from the effective tax rate of 21.3% for the same period ended October 3, 2025 primarily due to the tax effects related to the Eddyfi acquisition.

Previous wording

Net income from continuing operations decreased $54.2 million in the six months ended July 3, 2026 compared to the prior year period primarily due to the aforementioned factors. Adjusted EBITDA increased $10.5 million in the six months ended July 3, 2026 compared to the prior year period primarily due to the aforementioned factors. Core adjusted EBITDA increased by $19.1 million compared to the same period in the prior year primarily due to the aforementioned factors. Adjusted EBITDA attributable to Russia decreased by $8.5 million largely due to relocating the Russia manufacturing plant from an owned property to a leased property and expenses associated with this relocation project as well as shifting of product mix from higher to lower margin products in response to shifts in demand and decreases in customer pricing while material costs continue to increase. The decline of Core adjusted EBITDA margin was primarily due to dilution from the EWM acquisition as well as higher freight and material costs due to oil price increases from the war in Iran.

Current wording

Net income from continuing operations decreased $23.1 million primarily due to the aforementioned factors. Adjusted EBITDA increased $19.5 million and Core adjusted EBITDA increased $22.7 million compared to the same period in the prior year primarily due to the aforementioned factors. Adjusted EBITDA attributable to Russia decreased by $3.1 million largely due to relocating the Russia manufacturing plant from an owned property to a leased property and expenses associated with this relocation project as well as shifting of product mix from higher to lower margin products in response to shifts in demand.

Previous wording

Gross profit increased $61.1 million in the six months ended July 3, 2026 compared to the prior year period primarily attributable to acquisitions and favorable foreign exchange impact partially offset by tariff-related cost increases, product mix and a decrease in sales volume. Selling, general and administrative expense increased $88.2 million in the six months ended July 3, 2026 compared to the prior year period primarily due to acquisitions and related transaction costs and foreign exchange impact.

Current wording

Gross profit increased $115.5 million in the nine months ended October 2, 2026 compared to the prior year period primarily attributable to acquisitions, favorable foreign exchange impact, favorable tariff impact and customer pricing increases partially offset by higher material costs, product mix and a decrease in sales volume. Gross profit margin expanded 80 basis points primarily due to the aforementioned factors. Selling, general and administrative expense increased $150.2 million in the nine months ended October 2, 2026 compared to the prior year period primarily due to acquisitions and related amortization and transaction costs as well as foreign exchange impact, higher overall costs from general inflation and annual merit increase impact.

Previous wording

Restructuring and other related charges increased by $22.6 million in the six months ended July 3, 2026 compared to the prior year period primarily driven by strategic initiatives to improve margins in the Americas and the EWM acquisition. Acquisition-amortization and other related charges increased by$32.9 million in the six months ended July 3, 2026 compared to the prior year period primarily driven by recent acquisition activity attributable to EWM and Eddyfi. Interest expense and other, net increased by $18.4 million in the six months ended July 3, 2026 compared to the prior year period due to $4.8 million of fees associated with the Bridge Loan commitment that the Company entered into to fund the Acquisition as well as a higher average outstanding debt balance. The effective tax rate of 22.0% for the six months ended July 3, 2026 differed from the effective tax rate of 21.4% for the same period ended July 4, 2025 primarily due to the tax effects related to the Acquisition.

Current wording

Restructuring and other related charges increased by $29.6 million in the nine months ended October 2, 2026 compared to the prior year period primarily driven by strategic initiatives to improve margins in the Americas. Interest expense and other, net increased by $31.3 million in the nine months ended October 2, 2026 compared to the prior year period due to a higher average outstanding debt balance as well as $4.8 million of fees associated with the Bridge Loan commitment that the Company entered into to fund the Eddyfi acquisition. The effective tax rate of 22.6% for the nine months ended October 2, 2026 differed from the effective tax rate of 21.4% for the same period ended October 3, 2025 primarily due to the tax effects related to the Eddyfi acquisition.

Previous wording

Net sales in our Americas segment increased $33.2 million in the second quarter of 2026 compared with the prior year period. Net sales from existing business increased $13.9 million primarily due to pricing increases and new product initiatives. The Acquisition contributed to a $9.6 million increase in Net sales from acquisitions. In addition, there was $9.7 million of favorable currency translation. Gross profit increased by $15.1 million attributable to accretion from acquisitions, customer pricing increases and favorable currency translation partially offset by higher material costs, including tariffs, and product mix. Selling, general and administrative expense increased by $17.2 million compared with the prior year primarily due to acquisitions and related transaction costs. Adjusted EBITDA increased $7.2 million primarily due to the aforementioned factors.

Current wording

Net sales in our Americas segment increased $44.7 million in the third quarter of 2026 compared with the prior year period. Net sales from existing business increased $2.3 million primarily due to $7.9 million of customer pricing increases partially offset by reduced sales volume of $5.6 million. The reduced sales volume is primarily driven by lower volumes in South America and Mexico partially offset by increases in the United States and Canada. The Eddyfi acquisition contributed to a $34.2 million increase in Net sales from acquisitions. In addition, there was $8.1 million of favorable currency translation. Gross profit increased by $27.2 million attributable to accretion from acquisitions, favorable tariff impact, customer pricing increases and favorable currency translation. These factors were partially offset by higher material costs and decreases in sales volume. Gross profit margin expanded approximately 300 basis points primarily due to the aforementioned factors. Selling, general and administrative expense increased by $39.9 million compared with the prior year primarily due to acquisitions and related amortization and transaction costs as well as higher overall costs from general inflation and annual merit increase impact. Restructuring and other related charges increased $8.9 million in the third quarter of 2026 compared with the prior year period primarily driven by strategic initiatives to improve margins in the Americas. Adjusted EBITDA increased $9.9 million compared to the prior year period primarily due to the aforementioned factors.

Previous wording

Net sales in our Americas segment increased $40.9 million in the six months ended July 3, 2026 compared with the prior year period. Net sales from existing business increased $11.8 million due to customer pricing increases partially offset by reduced sales volumes primarily driven by tariffs and related impacts. The Acquisition contributed to a $9.6 million increase in Net sales from acquisitions. In addition, there was a $19.5 million favorable increase in currency translation. Gross profit increased $16.6 million attributable to favorable foreign exchange impact, accretion from acquisitions and price increases partially offset by higher material costs and lower volume. Selling, general and administrative expense increased $19.5 million compared with the prior year period primarily due to accretion from acquisitions and higher overall costs from general inflation and annual merit increase impact. Restructuring and other related charges increased $25.1 million in thesix months ended July 3, 2026 compared with the prior year period primarily driven by strategic initiatives to improve margins in the Americas. Adjusted EBITDA increased $8.7 million compared to the prior year period primarily due to the aforementioned factors.

Current wording

Net sales in our Americas segment increased $85.5 million in the nine months ended October 2, 2026 compared with the prior year period. Net sales from existing business increased $14.1 million due to $25.2 million of customer pricing increases partially offset by reduced sales volumes of $11.1 million. The reduced sales volume is primarily driven by lower volumes in South America and Mexico partially offset by increases in the United States and Canada. The Eddyfi acquisition contributed to a $43.8 million increase in Net sales from acquisitions. In addition, there was a $27.6 million favorable increase in currency translation. Gross profit increased $43.8 million attributable to favorable foreign exchange impact, accretion from acquisitions, favorable tariff impactand customer pricing increases. These factors were partially offset by higher material costs and lower volume. Gross profit margin expanded approximately 120 basis points primarily due to the aforementioned factors. Selling, general and administrative expense increased $59.4 million compared with the prior year period primarily due to acquisitions and related amortization and transaction costs as well as higher overall costs from general inflation and annual merit increase impact. Restructuring and other related charges increased $33.9 million in thenine months ended October 2, 2026 compared with the prior year period primarily driven by strategic initiatives to improve margins in the Americas. Adjusted EBITDA increased $18.7 million compared to the prior year period primarily due to the aforementioned factors.

Previous wording

Net sales in our EMEA & APAC segment increased $58.9 million in the second quarter of 2026 compared with the prior year period. Net sales from existing business increased $4.0 million primarily resulting from increases in customer pricing and new product initiatives partially offset by a decline in sales volume from challenges in the Middle East related to the war in Iran. The Bavaria, DeltaP, Aktiv, EWM and Eddyfi acquisitions contributed $46.0 million to Net sales from acquisitions. In addition, there was a $8.9 million favorable foreign currency impact. Gross profit increased by $26.0 million in the second quarter of 2026 compared with the prior year period primarily due to accretion from acquisitions, customer pricing increases and foreign currency translation impacts partially offset by higher material costs and a decline in sales volume. Selling, general and administrative expense increased $37.5 million in the second quarter of 2026 compared with the prior year period largely due to acquisitions and related transaction costs as well as higher overall costs from general inflation and annual merit increase impact. Adjusted EBITDA increased $0.6 million and Core adjusted EBITDA increased $3.8 million in the second quarter of 2026 compared with the prior year period primarily because of the aforementioned factors. The decline of adjusted EBITDA margin and Core adjusted EBITDA margin was primarily due to dilution from the EWM acquisition as well as higher freight and material costs due to oil price increases related to the war in Iran.

Current wording

Net sales in our EMEA & APAC segment increased $52.0 million in the third quarter of 2026 compared with the prior year period. Net sales from existing business increased $11.6 million primarily resulting from $10.7 million increases in customer pricing as well as a $0.8 million increase in sales volume and new product initiatives. The increase in sales volume is primarily driven by increased volume in Asia largely offset by softness in the Middle East as a result of the war in Iran. The EWM and Eddyfi acquisitions contributed $43.2 million to Net sales from acquisitions. Furthermore, there was a $2.7 million unfavorable foreign currency impact. Gross profit increased by $27.2 million in the third quarter of 2026 compared with the prior year period, primarily due to accretion from acquisitions and customer pricing increases partially offset by higher material costs. Gross profit margin expanded approximately 170 basis points primarily due to the aforementioned factors. Selling, general and administrative expense increased $22.1 million in the third quarter of 2026 compared with the prior year period largely due to acquisitions and related transaction costs as well as higher overall costs from general inflation and annual merit increase impact. Adjusted EBITDA increased $9.6 million and Core adjusted EBITDA increased $12.8 million in the third quarter of 2026 compared with the prior year period primarily because of the aforementioned factors. Adjusted EBITDA attributable to Russia decreased by $3.1 million largely due to relocating the Russia manufacturing plant from an owned property to a leased property and expenses associated with this relocation project as well as shifting of product mix from higher to lower margin products in response to shifts in demand and decreases in customer pricing notwithstanding increased material costs.

Previous wording

Net sales in our EMEA & APAC segment increased $118.6 million in the six months ended July 3, 2026 compared with the prior year period. Net sales from existing business decreased $6.5 million primarily resulting from volume decreases related to challenges in the Middle East related to the war in Iran and lower volumes in Russia partially offset by increases in customer pricing. This decrease was more than offset by $88.8 million of Net sales from acquisitions from Bavaria, DeltaP, Aktiv, EWM and Eddyfi as well as $36.4 million in favorable foreign currency impact. Gross profit increased $44.5 million in the six months ended July 3, 2026 compared with the prior year period due to accretion from acquisitions and favorable foreign exchange impact partially offset by lower volumes and higher material costs. Selling, general and administrative expense increased $68.8 million in the six months ended July 3, 2026 compared with the prior year period primarily due to acquisitions and related costs and foreign exchange impact as well as higher overall costs from general inflation and annual merit increase impact. Acquisition - amortization and other related charges increased $22.8 million in thesix months ended July 3, 2026 compared with the prior year period primarily driven by the EWM and Eddyfi acquisitions. Adjusted EBITDA increased $1.8 million and Core adjusted EBITDA increased $10.3 million in the six months ended July 3, 2026 compared with the prior year period primarily due to the aforementioned factors. The decline of adjusted EBITDA margin and Core adjusted EBITDA margin was primarily due to dilution from the EWM acquisition as well as higher freight and material costs due to oil price increases related to the war in Iran.

Current wording

Net sales in our EMEA & APAC segment increased $170.7 million in the nine months ended October 2, 2026 compared with the prior year period. Net sales from existing business increased $5.0 million primarily resulting from increases in customer pricing partially offset by volume decreases related to challenges in the Middle East related to the war in Iran and lower volumes in Russia that were partially offset by volume growth in Asia. Furthermore, there was an increase of $131.9 million in Net sales from acquisitions from Bavaria, DeltaP, Aktiv, EWM and Eddyfi as well as $33.7 million in favorable foreign currency impact. Gross profit increased $71.6 million in the nine months ended October 2, 2026 compared with the prior year period due to accretion from acquisitions, favorable foreign exchange impact and customer pricing increases partially offset by higher material costs and lower sales volume. Selling, general and administrative expense increased $90.9 million in the nine months ended October 2, 2026 compared with the prior year period primarily due to acquisitions and related amortization and transaction costs as well as foreign exchange impact, higher overall costs from general inflation and annual merit increase impact. Adjusted EBITDA increased $11.4 million and Core adjusted EBITDA increased $23.1 million in the nine months ended October 2, 2026 compared with the prior year period primarily due to the aforementioned factors. Adjusted EBITDA attributable to Russia decreased by $11.7 million largely due to relocating the Russia manufacturing plant from an owned property to a leased property and expenses associated with this relocation project as well as shifting of product mix from higher to lower margin products in response to shifts in demand and decreases in customer pricing notwithstanding increased material costs.

Previous wording

As of July 3, 2026, we were in compliance with the covenants under the A&R Credit Agreement and the Indentures. The Company’s weighted average interest rate of borrowings under the Credit Agreement and the Indentures was 5.39%, excluding accretion of deferred financing fees. As of the end of the second quarter, we had the capacity for additional indebtedness of up to $690 million available on the Revolving Facility. Additionally, we had the ability to incur $72.9 million of indebtedness pursuant to certain uncommitted credit lines, consisting primarily of an uncommitted credit line that we currently have in place, which we have used from time to time in the past for short-term working capital needs. Refer to Note 9, “Debt” and Note 10, “Derivatives” in the accompanying Notes contained elsewhere in this Form 10-Q for more information related to the Company’s debt and derivative instruments. We believe that we could raise additional funds in the form of debt or equity if it we determined it to be appropriate for strategic acquisitions or other corporate purposes. We believe that our sources of liquidity between debt and cash flows from operating activities are adequate to fund our operations for the next twelve months and thereafter.

Current wording

As of October 2, 2026, we were in compliance with the covenants under the A&R Credit Agreement and the Indentures. The Company’s weighted average interest rate of borrowings under the A&R Credit Agreement and the Indentures was 5.40%, excluding accretion of deferred financing fees. As of the end of the third quarter, we had the capacity for additional indebtedness of up to $760 million available on the Revolving Facility. Additionally, we had the ability to incur $72.6 million of indebtedness pursuant to certain uncommitted credit lines, consisting primarily of an uncommitted credit line that we currently have in place, which we have used from time to time in the past for short-term working capital needs. Refer to Note 9, “Debt” and Note 10, “Derivatives” in the accompanying Notes contained elsewhere in this Form 10-Q for more information related to the Company’s debt and derivative instruments. We believe that we could raise additional funds in the form of debt or equity if we determined it to be appropriate for strategic acquisitions or other corporate purposes. We believe that our sources of liquidity between debt and cash flows from operating activities are adequate to fund our operations for the next twelve months and thereafter.

Previous wording

On June 1, 2026, substantially concurrently with the closing of the Acquisition, the Company completed the previously announced private placements of (i) 175,000 shares of its 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, pursuant to that certain Preferred Stock Purchase Agreement dated February 2, 2026, between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $175.0 million and (ii) 1,254,255 shares of its Common stock, par value $0.001 per share, in accordance with that certain Common Stock Purchase Agreement dated February 2, 2026 between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $143 million. The MCPS shares accrue cumulative dividends at a rate of 6.50% per annum ($65.00 per share per annum), payable in cash quarterly when, as and if declared. Refer to Note 12, “Equity” for additional information.

Current wording

On June 1, 2026, substantially concurrently with the closing of the Eddyfi acquisition, the Company completed the previously announced private placements of (i) 175,000 shares of its 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, pursuant to that certain Preferred Stock Purchase Agreement dated February 2, 2026, between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $175.0 million and (ii) 1,254,255 shares of its Common stock, par value $0.001 per share, in accordance with that certain Common Stock Purchase Agreement dated February 2, 2026 between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $143 million. The MCPS shares accrue cumulative dividends at a rate of 6.50% per annum ($65.00 per share per annum), payable in cash quarterly when, as and if declared. Refer to Note 12, “Equity” in the accompanying Notes contained elsewhere in this Form 10-Q for additional information.

Previous wording

As of July 3, 2026, the Company had$217.5 million of Cash and cash equivalents, an increase of $31.6 million from the balance of$185.9 millionas of December 31, 2025.

Current wording

As of October 2, 2026, the Company had$188.6 million of Cash and cash equivalents, an increase of $2.8 million from the balance of$185.9 millionas of December 31, 2025.

Previous wording

•Discontinued operations for the six months ended July 3, 2026 and July 4, 2025 included outflows of $11.8 million and $7.2 million, respectively, which were primarily asbestos-related.

Current wording

•Discontinued operations for the nine months ended October 2, 2026 and October 3, 2025 included outflows of $15.5 million and $10.8 million, respectively, which were primarily asbestos-related.

Previous wording

•Restructuring initiative payments were $22.4 million and $5.9 million for the six months ended July 3, 2026 and July 4, 2025, respectively. Refer to Note 8, “Accrued and Other liabilities” in the accompanying Notes contained elsewhere in this Form 10-Q for additional information.

Current wording

•Restructuring initiative payments were $38.7 million and $8.8 million for the nine months ended October 2, 2026 and October 3, 2025, respectively. Refer to Note 8, “Accrued and Other liabilities” in the accompanying Notes contained elsewhere in this Form 10-Q for additional information.