Kewaunee to acquire NYCOM for base price of $55M
The consideration combines cash, a subordinated seller note and Kewaunee shares; closing is expected in the fourth quarter of fiscal 2027.
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Rhea-AI Filing Summary
Kewaunee Scientific Corporation (KEQU) agreed to acquire all outstanding equity interests of NYCOM, Inc. for an initial base purchase price of $55 million, subject to adjustments tied to NYCOM’s adjusted EBITDA and customary closing adjustments. At closing, $30 million is payable in cash, including $1 million placed in escrow; $20 million is payable through a subordinated seller note, and $5 million through newly issued Kewaunee common shares subject to a 12-month lock-up. The cash portion is to be funded with cash on hand and borrowings under financing expected from PNC Bank.
The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of fiscal 2027. The boards of both companies approved it. At closing, Jonathan F. Nystrom is to join Kewaunee’s board, while Jonathan G. Nystrom is to serve as an Executive Vice President under an initial five-year employment term, subject to extension or early termination.
Filing Explained
Retention shares create a further potential dilution path, while EBITDA thresholds can alter consideration or permit termination before closing.
Kewaunee signed an agreement to acquire NYCOM, but closing remains pending; the agreement also provides for retention stock agreements for certain NYCOM key employees at or shortly after closing, creating a further potential common-share issuance.
Those agreements provide for shares that cliff-vest on the second anniversary of each grant date, subject to continued employment; if issued, the shares increase total share count and reduce existing holders’ percentage ownership absent offsetting changes.
If NYCOM’s adjusted EBITDA is below the target adjusted EBITDA in the agreement, the seller may recover five times the difference if NYCOM’s 2027 adjusted EBITDA meets or exceeds
Either party may terminate if NYCOM’s estimated adjusted EBITDA is below
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
subordinated seller note financial
true-up mechanisms financial
representation and warranty insurance policy financial
FAQ
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How much is KEQU paying to acquire NYCOM?
When is KEQU expected to close the NYCOM acquisition?
What could allow KEQU or the seller to terminate the NYCOM agreement?
Can the NYCOM seller receive an additional payment based on future EBITDA?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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)) |
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On November 2, 2026 (the “Signing Date”), Kewaunee Scientific Corporation (the “Company”) entered into a Securities Purchase Agreement, dated as of the Signing Date (the “Purchase Agreement”), by and among the Company, NYCOM, Inc. (“NYCOM”), and the seller parties set forth on the signature pages thereto (collectively, the “Seller Parties”), pursuant to which the Company agreed to acquire NYCOM, subject to the terms and conditions of the Purchase Agreement (the “Transaction”).
The Purchase Agreement contains customary representations and warranties of the Company, NYCOM, and the Seller Parties, as well as customary indemnification provisions and post-closing covenants. The representations and warranties are insured pursuant to a Company-side representation and warranty insurance policy (the “RWI Policy”), subject to standard exceptions and limitations, obtained by the Company in connection with the Transaction. Recovery under the RWI Policy is the Company’s sole recourse for breaches of representations and warranties by NYCOM or the Seller Parties, other than with respect to fraud, pre-closing tax matters, and for breaches of fundamental representations.
Pursuant to the terms of the Purchase Agreement, the Company agreed to purchase all of the outstanding equity interests of NYCOM, which will convert to Nycom, LLC, a Delaware limited liability company, prior to the Closing, from a newly formed Delaware holding company (the “Seller”) that will be the sole owner of the outstanding equity interests of NYCOM immediately prior to the closing of the Transaction (the “Closing”), for an aggregate purchase price of $55,000,000 (the “Purchase Price”), subject to certain adjustments based on NYCOM’s adjusted EBITDA and customary adjustments for debt, cash, transaction expenses, net working capital, and adjustments for the CSI Credit Amount and CSI Payoff Amount, in each case as further described in the Purchase Agreement. In the event that the target adjusted EBITDA set forth in the Purchase Agreement exceeds NYCOM’s adjusted EBITDA (such excess multiplied by five, the “Recapture Amount”), the Seller shall have the opportunity to recover the Recapture Amount if NYCOM’s adjusted EBITDA in 2027 meets or exceeds $9,300,000. $1,000,000 of the Purchase Price will be held in an escrow account to satisfy amounts payable to the Seller or the Company, as applicable, pursuant to the post-Closing true-up mechanisms provided for in the Purchase Agreement.
Subject to the applicable purchase price adjustments, $30,000,000 of the Purchase Price will be paid in cash at the Closing, including $1,000,000 to be deposited in escrow, which cash will be funded, in part, through debt financing expected to be provided to the Company by PNC Bank, National Association. $20,000,000 of the Purchase Price payable at Closing will be funded pursuant to a subordinated seller note, subject to certain adjustments based on NYCOM’s adjusted EBITDA held by the Seller. The remainder of the Purchase Price payable at Closing will be paid by the issuance to the Seller of shares of the Company’s common stock (“Common Stock”) with a value of $5,000,000, as calculated in accordance with the terms of the Purchase Agreement and subject to a 12-month lock-up agreement.
In connection with the Closing, the Company will enter into an employment agreement with Jonathan G. Nystrom which provides for his service as an Executive Vice President of the Company following the Closing and through an initial five-year employment term, subject to extension or early termination. In addition, in connection with the Closing, Jonathan F. Nystrom will be appointed as a member of the Company’s Board of Directors. The applicable Seller Parties will be subject to customary post-Closing non-competition and non-solicitation covenants, and the Seller Parties will be subject to customary post-Closing confidentiality covenants. At or promptly following the Closing, the Company and certain key employees of NYCOM will enter into retention restricted stock agreements providing for the issuance of shares of Common Stock cliff-vesting on the second anniversary of the applicable grant date, subject to continued employment.
Either the Company or the Seller may terminate the Purchase Agreement if the Closing does not occur by the outside date of March 31, 2027 or due to an uncured material breach, and also if NYCOM’s estimated adjusted EBITDA (as calculated in accordance with the terms of the Purchase Agreement) is below $8,000,000, subject, in the case of a termination by the Seller on that ground, to the Company’s election to proceed as further described in the Purchase Agreement.
The foregoing summary of the Purchase Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit 2.1 of this Current Report on Form 8-K, and which is incorporated by reference into this Item 1.01.
The Purchase Agreement has been included in this Current Report on Form 8-K to provide information regarding its terms. Except for the status of the Purchase Agreement as the contractual document that establishes and governs the respective legal relations among the parties thereto with respect to the Transaction, the Purchase Agreement is not intended to be a source of factual, business or operational information about the parties thereto. The representations, warranties, covenants and agreements made by the parties to the Purchase Agreement are made as of specific dates and are qualified and limited, including by information in disclosure schedules that the parties exchanged in connection with the execution of the Purchase Agreement. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders. Representations and warranties may be used as a tool to allocate risks among the parties to the Purchase Agreement, including where the parties do not have complete knowledge of all underlying relevant facts. Accordingly, the Purchase Agreement is included with this filing only to provide information regarding its terms, and not to provide any other factual information regarding the parties thereto, their respective affiliates or their respective businesses. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company set forth in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings that the Company makes with the Securities and Exchange Commission.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
| Item 7.01 | Regulation FD Disclosure. |
On the Signing Date, the Company issued a press release announcing the entrance into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
On the Signing Date, the Company issued a shareholder letter announcing the entrance into the Purchase Agreement. A copy of the shareholder letter is attached hereto as Exhibit 99.2.
The information under Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | ||
| 2.1 | Securities Purchase Agreement, dated as of November 2, 2026, by and among Kewaunee Scientific Corporation, NYCOM, Inc., and the seller parties set forth on the signature pages thereto.* | |
| 99.1 | Press Release dated November 2, 2026. | |
| 99.2 | Shareholder Letter dated November 2, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules (and similar attachments) to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request. |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| (Registrant) Kewaunee Scientific Corporation | ||||||
| Date: November 2, 2026 | /s/ Donald T. Gardner III | |||||
| Donald T. Gardner III | ||||||
| Vice President, Finance and Chief Financial Officer | ||||||
Exhibit 99.1
Kewaunee Scientific Announces Agreement to Acquire Nycom, Inc.
| Exchange: NASDAQ (KEQU) | Contact: | Donald T. Gardner III | ||
| 704/871-3274 |
STATESVILLE, N.C. November 2, 2026 – PRNewswire / Kewaunee Scientific Corporation (NASDAQ: KEQU) today announced that it has entered into a definitive agreement to acquire Nycom, Inc. (“Nycom”), the largest lab dealer in the USA. The proposed acquisition represents an important step in Kewaunee’s long-term growth strategy, bringing Nycom’s expertise in laboratory design and project delivery closer together with Kewaunee’s manufacturing capabilities to provide more fully integrated laboratory solutions. The Company intends to leverage Nycom’s scalable world-class operating platform to support organic growth and pursue selective acquisition opportunities across North America.
Kewaunee and Nycom have worked together for decades. During that time, Nycom has earned a strong reputation throughout the industry for exceptional project execution and customer service. Their experienced leadership and established operating organization make Nycom particularly well suited to support Kewaunee’s plans for continued growth.
“Nycom is an exceptional business, and we know firsthand the quality of their team and the work they deliver,” said Thomas D. Hull III, President and Chief Executive Officer of Kewaunee Scientific Corporation. “We believe there is no better company in our industry at what they do. Bringing Nycom directly under the Kewaunee umbrella will broaden what we can offer our customers and provide a strong foundation for building a larger North American business.”
“Together, Kewaunee and Nycom aim to make it easier for customers to turn their vision into amazing laboratory spaces, combining the products and expertise needed to support projects from design through installation.”
Connecting technical product leadership with local execution
Kewaunee’s strategy recognizes that technical product excellence and successful project execution are equally important to serving laboratory customers. The Company’s engineering and manufacturing capabilities are complemented by the local market knowledge and project delivery expertise of partners like Nycom.
CORPORATE OFFICES ● P. O. BOX 1842, STATESVILLE, NORTH CAROLINA 28687-1842 ● 2700 WEST FRONT STREET, STATESVILLE, NORTH CAROLINA 28677-2927
PHONE 704-873-7202 ● FAX 704-873-1275
The proposed acquisition aims to create opportunities for closer coordination between Kewaunee’s product teams and Nycom’s project teams, with the goal of improving customer responsiveness and expanding Kewaunee’s participation in laboratory projects. This closer relationship will also provide valuable insight into customer needs to help guide future product development.
“We have built Nycom around robust and scalable business processes that allow us to provide excellent service to our customers while maintaining a healthy and sustainable working environment for our employees,” said Jonathan Nystrom, President of Nycom. “Our relationship with Kewaunee has been an important part of that work for many years. We see this as a tremendous opportunity to build on what our team has accomplished, bring additional resources to our business, and create synergies that expand and improve our ability to deliver successful projects with the highest quality products. There is no better manufacturing partner than Kewaunee, and we are proud to join its portfolio of businesses.”
Building on an established foundation
The agreement to acquire Nycom represents an important step in Kewaunee’s long-term growth strategy. Over the past seven years, the Company has focused on strengthening its domestic operations and investing in capabilities to support continued growth. During this period, Kewaunee has also developed its international business into a provider of fully-integrated laboratory solutions in key markets abroad. That experience confirmed the value of connecting technical expertise with local project delivery, an approach Kewaunee intends to further develop in North America.
The recent formation of the Company’s Lab Products Group brought Kewaunee, NuAire, and EVERHUTCH together under a coordinated operating structure, expanding the Company’s laboratory product offering. The addition of Nycom is intended to complement these capabilities with an established distribution and installation business, further advancing Kewaunee’s diversified operating model.
A platform for continuity and disciplined growth
Kewaunee’s long-term distribution strategy includes both company-owned businesses and independent partners. The Company intends to build on Nycom’s capabilities to address significant opportunities for continued expansion in North America, including among successful regional businesses whose owners are considering succession. The Company believes it can offer these businesses a long-term home that respects the relationships they have built while providing resources to support their future. Kewaunee intends to remain highly selective, focusing on businesses that strengthen the Company and justify the investment required.
At the same time, independent dealers and distribution partners will remain an important part of Kewaunee’s strategy. The Company intends to continue supporting these relationships while pursuing opportunities to expand through owned businesses.
“We have tremendous respect for the businesses and people who have helped build this industry,” Hull said. “Our goal is to bring strong businesses into Kewaunee and give them the resources to become even better, while preserving the relationships and expertise that made them successful. We will be thoughtful in our approach and grow at a pace that allows us to deliver lasting value for our shareholders.”
Looking Ahead
Following completion of the acquisition, Kewaunee intends to work closely with Nycom’s leadership to identify and develop opportunities that strengthen both businesses while maintaining the high level of service their customers expect.
Kewaunee’s immediate priority will be supporting continuity for Nycom’s employees, customers, and existing relationships. Over time, the Company intends to build on Nycom’s established platform while continuing to invest in the capabilities and partnerships that support its broader growth strategy.
For more information about the planned acquisition and Kewaunee’s channel strategy, please visit Investor Information - Kewaunee.
Transaction Highlights
Under the terms of the definitive purchase agreement, Kewaunee will acquire Nycom for an initial base purchase price of $55 million, subject to positive or negative adjustments based on Nycom’s trailing 12-month Adjusted EBITDA, or 2026 Adjusted EBITDA, whichever is greater, and other customary post-closing adjustments for working capital, cash, indebtedness and transaction expenses.
$20 million of the purchase price will be payable in the form of a subordinated promissory note issued by Kewaunee at closing, subject to positive or negative adjustments based on Nycom’s EBITDA. $5 million of the purchase price will be payable in newly issued shares of Kewaunee’s common stock. The remaining cash portion of the purchase price will be funded by Kewaunee with cash on hand and borrowings pursuant to financing expected to be provided at closing by PNC Bank.
Jon Nystrom, founder and current chairman of Nycom, will join Kewaunee’s board at closing, and Jonathan Nystrom will enter into an employment agreement with Kewaunee and join Kewaunee’s corporate executive management team.
The transaction has been approved by the respective boards of directors of both companies. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of fiscal 2027.
K&L Gates LLP served as legal advisor to Kewaunee, and PNC Bank is expected to provide the financing for the transaction.
About Kewaunee Scientific
Founded in 1906, Kewaunee Scientific Corporation is a recognized global leader in the design, manufacture, and installation of laboratory, healthcare, and technical furniture products. The Company’s portfolio includes laboratory casework, fume hoods, adaptable modular systems, healthcare storage solutions, epoxy resin work surfaces and sinks, biological safety cabinets, and other critical containment lab furniture solutions.
The Company’s corporate headquarters are located in Statesville, North Carolina. Sales offices are located in the United States, India, Saudi Arabia, Spain, and Singapore. Three manufacturing facilities are located in Statesville serving the domestic and international markets, and one manufacturing facility is located in Bangalore, India serving the local, Asian, and African markets. The Company also operates manufacturing facilities in Plymouth and Long Lake, Minnesota, and maintains warehouse partnerships in the Netherlands and OEM partnerships in China through its acquisition of Nu Aire, Inc., supporting customers around the world.
Learn more at http://www.kewaunee.com.
About Nycom, Inc.
Founded in 1983, Nycom provides comprehensive laboratory and interior construction services for research, healthcare, and educational facilities. The Company’s integrated project delivery platform brings together technical planning and design expertise with dedicated project management and installation teams to support complex projects from concept through completion. Advanced design capabilities, including Building Information Modeling (BIM), connect early planning with field execution and ongoing service support. Nycom’s corporate office is located in Midlothian, Virginia, with regional offices supporting local project coordination and delivery.
This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to: the risk that the proposed acquisition of Nycom may not be completed on the anticipated terms or timeline, or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement to acquire Nycom; the effect of the announcement or pendency of the proposed acquisition of Nycom on the Company’s relationships with business partners and employees and on the Company’s operating results; transaction-related costs, including costs of integration, relating to the proposed acquisition of Nycom; potential adjustments to the purchase price paid
for Nycom; the Company’s ability to integrate and realize the anticipated benefits of the proposed acquisition of Nycom; competitive and general economic conditions, including disruptions from government mandates, domestically and internationally, as well as supplier constraints and other supply disruptions; changes in customer demands; technological changes in our operations or in our industry; dependence on customers’ required delivery schedules; risks related to fluctuations in the Company’s operating results from quarter to quarter; risks related to international operations, including foreign currency fluctuations; changes in the legal and regulatory environment; changes in raw materials and commodity costs; acts of terrorism, war, governmental action, and natural disasters and other Force Majeure events. The cautionary statements made pursuant to the Reform Act herein and elsewhere by us should not be construed as exhaustive. We cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. Over time, our actual results, performance, or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and harmful to our stockholders’ interest. Many important factors that could cause such a difference are described under the caption “Risk Factors,” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, which you should review carefully, and in our subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. These reports are available on our investor relations website at www.kewaunee.com and on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this document. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Exhibit 99.2
A Letter to Our Shareholders Dear Shareholders, It is inspiring to consider that Kewaunee is entering its thirteenth decade as a leading manufacturer of furniture, casework, and technical products that have been used in many of the most remarkable scientific discoveries in history. That core business has served us and the scientific community well over these many years. But as the world of discovery and the markets we serve evolve, so too must our business to take advantage of the many opportunities these changes present. In the Spring of 2019, during a difficult period in our history, we established a set of guiding principles for Kewaunee: 01 We will be easy to do business with 02 We will get close to our customers 03 We will do everything with excellence 04 We will lead and earn the right to innovate These principles have shaped our ability to build the stronger business we are today, and they remain central to our strategy as we pursue the next phase of Kewaunee’s growth. It is imperative for us to continue to change in order to remain positioned as a leader in our industry.
Today, we are announcing an agreement to acquire Nycom, Inc. (Nycom), the largest lab dealer in the USA, subject to customary closing conditions. This is an important step forward in our long-term growth strategy and positions Kewaunee to become a leader in fully integrated laboratory solutions. Manufacturing excellence remains at the heart of who we are. It is an essential element of our DNA, but our opportunity extends beyond manufacturing alone. Scientific discovery flourishes in environments where researchers feel safe, comfortable, and inspired. By expanding our understanding of where and how we can serve the market and these remarkable scientists, we are opening new possibilities for the company to continue and sustain profitable growth.
Building on Years of Progress Over the past seven years, we have strengthened Kewaunee and expanded what we are able to deliver for the markets we serve. We have built a more effective leadership organization, improved our operating performance, and made deliberate investments that have positioned us for long-term growth. What began as a commitment to strengthen our core business has developed into a much broader opportunity, and the results of that work are evident across our business. These steps have helped build the foundation for what comes next. We have also expanded what Kewaunee can offer its customers. Our international business has grown into a leading provider of laboratory design, construction, and equipment solutions in its key markets. In North America, our acquisition of NuAire and the formation of Kewaunee’s Lab Products Group have broadened our technical product offering. We are a different company than we were seven years ago. We have a stronger operating foundation and a clearer understanding of where we can create value. We believe the next opportunity is to build a stronger North American business that connects our manufacturing capabilities with laboratory design, distribution, and installation. Why We Have Selected Nycom for This Next Step Forward We have partnered with Nycom for many years as one of our premier dealers. We know the people of Nycom and the business well. Quite plainly, we believe they are the best at what they do. Nycom has earned its stellar reputation through the quality of their work and the strength of their organization. Nycom’s design capabilities are exceptional, and their project teams understand how to deliver complex laboratory environments. Behind those teams is a well-managed business with experienced leadership. They have robust and scalable systems and business processes, which is a lynchpin of our strategy of further consolidating our North American distribution.
An Opportunity for Continuity and Disciplined Expansion Our industry includes many successful regional companies whose owners are beginning to consider succession. These businesses often have excellent customer relationships and deep market knowledge. For owners considering succession, the future of the legacy they’ve cultivated can matter as much as the transaction itself. Kewaunee can offer a long-term industry home for businesses whose owners want continuity and resources for continued development. We are highly selective and deliberate in our approach to this expansion, only pursuing opportunities that strengthen Kewaunee and justify the investment required. Our goal is to build on what makes these businesses successful while providing resources to support their continued growth. Nycom gives us an exceptional foundation for this strategy, with the leadership and operating capabilities to support future expansion. Our Vision for the Future Our vision is to set the standard for fully integrated laboratory solutions that make it easier to design, build, and furnish world-class laboratories. We often speak about creating Amazing Spaces. These are the environments where scientific discovery takes place and where our customers do some of their most important work. We want Kewaunee to be the company they turn to when bringing those spaces to life. Our growth strategy is built around expanding Kewaunee’s capabilities across complementary businesses. Kewaunee’s Lab Products Group will continue to advance our technical product offering, while Nycom would establish the foundation for our North American design, distribution, and installation business. Our international operations remain an important part of Kewaunee’s growth, pursuing opportunities suited to their markets. Together, these businesses give us more ways to serve customers and create long-term value. Our independent dealers and distribution partners will continue to play an important role in this strategy. We believe there is considerable opportunity to grow through both owned businesses and independent partners, preserving the local expertise and customer relationships that have contributed to our success. As we expand, our focus will be on strengthening each business and making the broader capabilities of Kewaunee available where they can provide value.
Growing with Discipline We have strengthened the financial systems and corporate functions needed to support our path forward. As we expand, we will continue to invest in our existing businesses while maintaining the financial flexibility to manage changing market conditions. Following completion of the Nycom acquisition, our priority will be to maintain the quality of its customer service while bringing the businesses together effectively. We recognize that integration requires careful execution, particularly in an industry where project schedules and funding can change. We will judge our success by operating performance, cash generation, and the returns we earn on our investments. These results will be carefully monitored to ensure we are creating lasting value for our shareholders. Our Next Chapter The progress we have made over the past seven years has positioned Kewaunee to pursue a much broader vision for our future. The acquisition of Nycom represents an important next step, bringing exceptional people and capabilities into our organization as we work toward becoming the gold standard for laboratory solutions. The principles that guided our progress will continue to direct our path forward: be easy to do business with, get close to our customers, do everything with excellence, and lead and earn the right to innovate. As Kewaunee grows, our commitment to putting those principles into practice will be more important than ever. We recognize that change brings both opportunity and risk. Our responsibility is to weigh them carefully, manage risk thoughtfully, make deliberate decisions, and execute flawlessly to realize the vision we have outlined for ourselves. I want to thank our Associates for diligence and commitment to making this progress possible, our customers and partners for their trust, our Board for its guidance, and our shareholders for their continued confidence. With the foundation we have built and the talent of our team, we will continue working to ensure our company remains a strong and inspiring market leader for many more decades to come. I believe our greatest opportunities are still ahead. Sincerely, [GRAPHIC APPEARS HERE] Thomas D. Hull III President and Chief Executive Officer Kewaunee Scientific Corporation
WORLDWIDE MARKETS
WORLDWIDE Kewaunee’s Diverse Platform for Meeting Customer Needs Kewaunee serves a broad range of markets where laboratory facilities are essential to the work our customers perform. From scientific research to industrial production, these environments must meet demanding requirements for safety, performance, and reliability. Our businesses have developed the products and expertise to support these needs across industries and around the world. The diversity of our markets is an important strength. Investment in laboratory infrastructure is driven by different priorities, from expanding research capabilities to maintaining facilities essential to daily operations. This gives Kewaunee opportunities across a wide customer base and reduces our dependence on any single industry. Life Sciences & Healthcare Life sciences and healthcare continue to advance through new research and medical technologies, creating increasingly specialized laboratory requirements. Pharmaceutical and biotechnology companies invest in facilities that support the development of new treatments, while healthcare organizations depend on reliable environments for clinical testing and patient care. As research becomes more complex, the need for specialized containment and controlled laboratory environments remains an important part of these markets. Education & Government Educational institutions and government agencies represent an established market for laboratory infrastructure. Universities require facilities that can accommodate changing research programs, while government laboratories support essential public services and regulatory responsibilities. Investment in these markets includes both new facilities and the modernization of existing laboratories to meet evolving requirements.
Industrial & Process Industries Laboratories play an important role in industrial operations, supporting product development and the testing necessary to maintain consistent quality. As manufacturing technologies advance, laboratory requirements become more specialized, particularly in industries where precision and process control are critical. These facilities are an essential part of how manufacturers improve products and maintain reliable operations. Energy The energy industry depends on laboratory testing to support safe and efficient operations. From traditional oil and gas production to emerging energy technologies, laboratories help operators evaluate materials, monitor quality, and meet environmental requirements. Continued investment in energy infrastructure and changing production technologies create opportunities for specialized laboratory facilities. Opportunities Across A Diverse Global Market The markets Kewaunee serves are shaped by different economic conditions and investment priorities, but they share an ongoing need for dependable laboratory environments. As scientific and technical requirements change, customers must continue to invest in facilities that support their work. Our experience across these markets, combined with the specialized capabilities of Kewaunee Scientific, NuAire, EVERHUTCH, and Kewaunee International, positions us to meet a broad range of customer needs. We see opportunities to build on our established market presence while continuing to support the development and modernization of laboratory facilities worldwide.
AMAZING SPACES AMAZING SPACES Where Discovery Takes Shape Some of the world’s most important work happens inside laboratories. From research that could lead to new cancer treatments to the development of materials that make everyday products safer and more sustainable, the discoveries made in these environments have the potential to change how we live. These are the Amazing Spaces Kewaunee helps bring to life. Across the world, laboratories play an essential role in advancing scientific understanding and improving the way we live. From the university researcher exploring a new idea to the healthcare professional working to improve patient outcomes, these environments bring together people whose work has the potential to make a lasting difference. Within government institutions, scientific research helps protect our communities and address complex challenges. In industry, laboratories drive advancements in manufacturing, energy, agriculture, and the technologies and materials that shape our everyday lives. As the work taking place inside these facilities advances, so do the environments needed to support it. Modern laboratories have evolved into dynamic spaces where discovery and collaboration come together. Thoughtful design and adaptable infrastructure allow researchers to work more efficiently, respond to changing scientific needs, and connect with colleagues across disciplines. These environments can foster a shared sense of purpose, encourage the exchange of ideas, and inspire the next generation of scientific minds. For more than a century, Kewaunee has helped create the laboratory environments where this important work takes place. Our history in laboratory furniture development and manufacturing has established a foundation of expertise that continues to grow alongside the needs of our customers. Today, Kewaunee’s capabilities extend across a broad range of laboratory solutions, supporting everything from teaching and research environments to highly specialized facilities with demanding technical and safety requirements.
Through Kewaunee’s diverse platform, we are bringing together the expertise and capabilities to support customers from their earliest plans through the completion of their laboratories. Our manufacturing and technical product businesses provide a strong foundation, while our international operations bring extensive experience in turnkey project delivery. Our proposed acquisition of Nycom represents the next step in this vision, connecting Kewaunee’s manufacturing capabilities with Nycom’s exceptional expertise in laboratory design, distribution, and installation. Together with our independent dealer and distribution partners, our goal is to make it easier for customers to design, build, and furnish world-class laboratories. We understand that every laboratory represents an investment in the future. Whether supporting a new research institution, expanding a healthcare facility, or modernizing an existing laboratory, our role is to help create spaces that meet the needs of today while providing flexibility for the discoveries and advancements still to come. Helping our customers create exceptional laboratories has been central to Kewaunee for generations. As we grow, we’re building on that commitment and expanding what we can deliver together. Inspiring the Next Amazing Spaces...