[8-K] KADANT INC Reports Material Event

Rhea-AI Filing Summary

Kadant, Inc. disclosed a material event announcing the Acquisition of Clyde Industries and included a standard safe-harbor disclosure about forward-looking statements. The filing clarifies that the Item 7.01 material (including an exhibit) is not deemed "filed" under the Exchange Act for Section 18 liability or incorporated by reference elsewhere unless explicitly stated. The company lists a wide range of risks that could cause actual results to differ from expectations, including integration challenges, potential disruption to business and employee relationships, difficulty realizing anticipated synergies and cost savings, unexpected acquisition-related costs, and variability in revenue from large capital equipment projects. The disclosure references risk factors described in Kadant's Annual Report for the fiscal year ended December 28, 2024.

Positive

• Acquisition of Clyde Industries indicates strategic expansion
• Safe-harbor disclosure clarifies forward-looking statement protections

Negative

• Integration risk could prevent realization of anticipated benefits
• Potential unexpected costs and charges related to the Acquisition
• Revenue variability from large capital equipment projects noted as a risk
• Employee and customer disruption following the Acquisition

Insights

M&A Integration Analyst

Transaction announced with integration and synergy risks highlighted.

The filing signals an acquisition of Clyde Industries with emphasis on extracting benefits but also lists common post-close risks such as realizing synergies, retaining employees, and avoiding unexpected costs. Integration success will directly affect near-term operating performance and the timing of any cost savings.

Key dependencies include effective employee and customer retention, supply‑chain continuity, and timely systems integration; any setbacks could delay synergy realization beyond typical 12–24 month windows for similar industrial deals.

Risk & Compliance Specialist

Comprehensive forward-looking risk disclosure reduces legal exposure but flags many operational risks.

The safe-harbor paragraph and the long list of specific risk areas—ranging from economic conditions and supply chain to cybersecurity and regulatory compliance—indicates management's intent to document uncertainties thoroughly. This does not quantify exposure but sets expectations that outcomes may vary materially.

Investors should note the cross-reference to risk factors in the Annual Report for the fiscal year ended December 28, 2024, which may contain more detailed, quantified risks and mitigation steps.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 8, 2025

KADANT INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-11406

Delaware									52-1762325
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

One Technology Park Drive

Westford, Massachusetts 01886

(Address of principal executive offices, including zip code)

(978) 776-2000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

KAI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

KADANT INC.

Item 7.01. Regulation FD Disclosure.

On October 9, 2025, Kadant Inc. (“Kadant” or the “Company”) will hold its previously announced webcast and conference call to discuss its acquisition of Clyde Industries Holdings, Inc. and its subsidiaries (“Clyde Industries”) (the “Acquisition”) at 11:00 a.m. Eastern Time. A copy of our investor presentation with an overview of the Acquisition that will be presented on the webcast and discussed in the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is posted in the “Investors” section of the Company’s website at kadant.com.

The information contained in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Safe Harbor Statement

The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This Current Report on Form 8-K contains forward-looking statements that involve a number of risks and uncertainties, including forward-looking statements about the financial and operating performance of Clyde Industries, the benefits of the Acquisition, and the expected future business and financial performance of Clyde Industries and Kadant. These forward-looking statements represent our expectations as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results to differ materially from these forward-looking statements as a result of various important factors, including those set forth under the heading "Risk Factors" in Kadant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 and subsequent filings with the Securities and Exchange Commission. These include risks and uncertainties relating to Kadant’s ability to successfully integrate Clyde Industries and its operations and employees and realize anticipated benefits from the Acquisition; unanticipated disruptions to the business, general and regional economic conditions, and the future performance of Clyde Industries; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement of the Acquisition; competitive, investor or customer responses to the Acquisition; the ability to realize anticipated synergies and cost savings; unexpected costs, charges or expenses resulting from the Acquisition; adverse changes in global and local economic conditions; the variability and difficulty in accurately predicting revenues from large capital equipment and systems projects; our acquisition strategy; levels of residential construction activity; reductions by our wood processing customers of their capital spending or production of oriented strand board; changes to the global timber supply; development and use of digital media; cyclical economic conditions affecting the global mining industry; demand for coal, including economic and environmental risks associated with coal; failure of our information systems or breaches of data security and cybersecurity incidents; implementation of our internal growth strategy; competition; our ability to successfully manage our manufacturing operations; supply chain constraints, inflationary pressure, price increases and shortages in raw materials; loss of key personnel and effective succession planning; future restructurings; protection of intellectual property; changes to tax laws and regulations; climate change; adequacy of our insurance coverage; global operations; policies of the Chinese government; the variability and uncertainties in sales of capital equipment in China; currency fluctuations; changes to government regulations and policies around the world; compliance with government regulations and policies and compliance with laws; environmental laws and regulations; environmental, health and safety laws and regulations impacting the mining industry; our debt obligations; restrictions in our credit agreement and note purchase agreement; soundness of financial institutions; fluctuations in our share price; and anti-takeover provisions.

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KADANT INC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
			The following exhibits relating to Item 7.01 shall be deemed to be furnished and not filed.
			Exhibit
			No.			Description of Exhibits
			99.1			Investor presentation to be presented by the Company on October 9, 2025.
			104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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KADANT INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						KADANT INC.
Date: October 8, 2025			By			/s/ Michael J. McKenney
						Michael J. McKenney Executive Vice President and Chief Financial Officer

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FAQ

What announced event does Kadant (KAI) report?

Kadant reports the Acquisition of Clyde Industries and provided a material event disclosure under Item 7.01.

Does the filing limit legal exposure for the disclosed materials?

Yes; the filing states the Item 7.01 information (including Exhibit 99.1) is not deemed "filed" for Section 18 Exchange Act liability or incorporated by reference unless expressly stated.

Which key risks does Kadant identify related to the Acquisition?

The company lists risks including integration challenges, inability to realize synergies, unexpected acquisition costs, business and employee disruptions, and revenue variability from large capital equipment projects.

Where can investors find more detailed risk information?

The filing references risk factors in Kadant's Annual Report for the fiscal year ended December 28, 2024 for additional detail.

Does the filing provide financial figures or timing for synergies?

No; the provided text lists risks and the Acquisition but does not disclose specific financial figures, synergy targets, or timing.