SPX Technologies (NYSE: SPXC) grows Q1 profit while funding major HVAC acquisitions
Filing Impact
Filing Sentiment
Form Type
10-Q
SPX Technologies, Inc. reported strong quarterly growth, with revenue rising to $566.8 million from $482.6 million and income from continuing operations increasing to $64.4 million from $51.7 million. Diluted EPS from continuing operations grew to $1.27 from $1.10, despite higher amortization and acquisition-related costs.
The company closed two HVAC acquisitions, paying $140.2 million for Thermolec and $299.4 million for Crawford United, and later sold Crawford’s non-core businesses for $60.0 million cash, recording a loss on disposition. These deals drove higher goodwill and intangibles and lifted HVAC revenue.
Cash and equivalents declined to $158.3 million from $366.0 million as business acquisitions used significant cash, while total debt increased to $674.0 million from $501.6 million. Operating activities generated $30.6 million of cash versus a use of $10.9 million a year earlier, and the company remained in compliance with its senior credit facility covenants.
Positive
- Strong operating performance: Revenue increased to $566.8 million from $482.6 million, and income from continuing operations rose to $64.4 million, driving diluted EPS from continuing operations up to $1.27 from $1.10.
Negative
- Higher leverage and lower cash: Total debt rose to $674.0 million from $501.6 million while cash and equivalents declined to $158.3 million from $366.0 million, reflecting significant cash-funded acquisitions and greater balance sheet risk.
Insights
SPX shows solid growth and heavy M&A-driven balance sheet expansion.
SPX Technologies delivered notable top- and bottom-line growth. Revenue increased to $566.8M from $482.6M, while income from continuing operations rose to $64.4M. Diluted EPS from continuing operations improved to $1.27, even with higher intangible amortization and deal costs.
Growth is being accelerated by acquisitions. The company spent $140.2M on Thermolec and $299.4M on Crawford United, boosting HVAC scale and adding goodwill and definite‑lived intangibles. Thermolec and Crawford contributed combined Q1 revenues of $20.5M, but integration costs and amortization pressured segment profit.
The balance sheet is more leveraged. Total debt climbed to $674.0M from $501.6M, while cash and equivalents fell to $158.3M from $366.0M, largely due to deal funding. Net cash from operating activities improved to $30.6M, and the company reports compliance with senior credit facility covenants, but the higher debt load and increased amortization of roughly $105.0M expected for 2026 are key ongoing considerations.
Key Figures
Revenue: $566.8M
Income from continuing operations: $64.4M
Diluted EPS from continuing operations: $1.27/share
+5 more
8 metrics
Revenue
$566.8M
Three months ended March 28, 2026
Income from continuing operations
$64.4M
Three months ended March 28, 2026
Diluted EPS from continuing operations
$1.27/share
Three months ended March 28, 2026
Net income
$59.9M
Three months ended March 28, 2026
Thermolec acquisition price
$140.2M
Cash consideration net of cash acquired on January 20, 2026
Crawford United acquisition price
$299.4M
Net cash consideration on February 6, 2026
Total debt
$674.0M
Balance as of March 28, 2026
Cash and equivalents
$158.3M
Balance as of March 28, 2026
Key Terms
discontinued operations, goodwill, performance stock units, cash flow hedges, +2 more
6 terms
discontinued operations financial
"Income from discontinued operations, net of tax | 1.6 | — Loss on disposition of discontinued operations, net of tax"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
goodwill financial
"Goodwill | 1,245.4 | 1,043.4"
Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.
performance stock units financial
"Awards granted on March 2, 2026 to executive officers ... were comprised of performance stock units (“PSU’s”), stock options, and time-based restricted stock units"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
cash flow hedges financial
"We had designated, and accounted for, our Swaps as cash flow hedges."
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
senior credit facilities financial
"We financed the acquisition with available borrowings on our revolving credit facility under our senior credit facilities."
Senior credit facilities are loans or lines of credit that a company takes from banks or lenders and that have first claim on the company’s cash and assets if it runs into trouble. Think of them like a mortgage that gets paid before other bills; their size, interest rate, and terms affect how expensive and risky it is for a company to operate, which in turn influences investor returns and the likelihood of dilution or default.
accumulated other comprehensive income financial
"Accumulated other comprehensive income | 254.2 | 260.5"
Accumulated other comprehensive income is a running total on a company’s balance sheet that records certain gains and losses not included in reported profit, such as unrealized gains or losses on some investments, currency translation differences, and pension plan adjustments. Think of it like items in a shopping cart you haven’t paid for yet: it doesn’t affect current profit but changes the company’s overall equity and signals potential future swings in value that investors should watch.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 28, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 1-6948
(Exact Name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(980 ) 474-3700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No.
Common shares outstanding April 24, 2026, 50,064,839
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-Q INDEX
PART 1 – FINANCIAL INFORMATION | ||||||||
Item 1 – Financial Statements | ||||||||
Condensed Consolidated Statements of Operations and Comprehensive Income | 3 | |||||||
Condensed Consolidated Balance Sheets | 4 | |||||||
Condensed Consolidated Statements of Stockholders' Equity | 5 | |||||||
Condensed Consolidated Statements of Cash Flows | 6 | |||||||
Notes to Condensed Consolidated Financial Statements | 7 | |||||||
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations | 32 | |||||||
Item 3 – Quantitative and Qualitative Disclosures About Market Risk | 41 | |||||||
Item 4 – Controls and Procedures | 41 | |||||||
PART 2 – OTHER INFORMATION | ||||||||
Item 1 – Legal Proceedings | 42 | |||||||
Item 1A – Risk Factors | 42 | |||||||
Item 5 - Other Information | 42 | |||||||
Item 6 – Exhibits | 43 | |||||||
SIGNATURES | 44 | |||||||
PART I—FINANCIAL INFORMATION
ITEM 1. Financial Statements
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited; in millions, except per share amounts)
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Revenues | $ | $ | |||||||||
| Costs and expenses: | |||||||||||
| Cost of products sold | |||||||||||
| Selling, general and administrative | |||||||||||
| Selling, general and administrative — intangible amortization | |||||||||||
| Special charges, net | |||||||||||
| Operating income | |||||||||||
| Other income (expense), net | ( | ||||||||||
| Interest expense | ( | ( | |||||||||
| Interest income | |||||||||||
| Income from continuing operations before income taxes | |||||||||||
| Income tax provision | ( | ( | |||||||||
| Income from continuing operations | |||||||||||
| Income from discontinued operations, net of tax | |||||||||||
| Loss on disposition of discontinued operations, net of tax | ( | ( | |||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||
| Net income | $ | $ | |||||||||
| Basic income per share of common stock: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income per share | $ | $ | |||||||||
| Weighted-average number of common shares outstanding — basic | |||||||||||
| Diluted income per share of common stock: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income per share | $ | $ | |||||||||
| Weighted-average number of common shares outstanding — diluted | |||||||||||
| Comprehensive income | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
3
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share data)
| March 28, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Contract assets | |||||||||||
| Inventories, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment: | |||||||||||
| Land | |||||||||||
| Buildings and leasehold improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangibles, net | |||||||||||
| Other assets | |||||||||||
| Deferred income taxes | |||||||||||
Assets of DBT and Heat Transfer (includes cash and equivalents of $ | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Accrued expenses | |||||||||||
| Income taxes payable | |||||||||||
| Short-term debt | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred and other income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Liabilities of DBT and Heat Transfer (Note 3) | |||||||||||
| Total long-term liabilities | |||||||||||
| Commitments and contingent liabilities (Note 15) | |||||||||||
| Stockholders' Equity: | |||||||||||
| Paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
Common stock in treasury ( | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
4
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited; in millions)
| Three months ended March 28, 2026 | |||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Retained Earnings | Accum. Other Comprehensive Income | Common Stock In Treasury | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss, net | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Incentive plan activity | — | — | — | — | |||||||||||||||||||||||||||||||
Long-term incentive compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock unit vesting | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Balance at March 28, 2026 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Three months ended March 29, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Paid-In Capital | Retained Earnings | Accum. Other Comprehensive Income | Common Stock In Treasury | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net | — | — | — | — | |||||||||||||||||||||||||||||||
Incentive plan activity | — | — | — | — | |||||||||||||||||||||||||||||||
Long-term incentive compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Restricted stock unit vesting | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
5
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Cash flows from (used in) operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Less: Loss from discontinued operations, net of tax | ( | ( | |||||||||
| Income from continuing operations | |||||||||||
| Adjustments to reconcile income from continuing operations to net cash from (used in) operating activities: | |||||||||||
| Special charges, net | |||||||||||
| Gain on change in value of equity security | ( | ||||||||||
| Amortization of compensation expense related to acquisition (Refer to Note 3) | |||||||||||
| Deferred and other income taxes | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Pension and other employee benefits | |||||||||||
| Long-term incentive compensation | |||||||||||
| Other, net, including allowance for doubtful accounts | ( | ||||||||||
| Changes in operating assets and liabilities, net of effects from acquisitions and divestitures: | |||||||||||
| Accounts receivable and other assets | ( | ( | |||||||||
| Contribution related to employee retention agreements from acquisition (Refer to Note 3) | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable, accrued expenses and other | ( | ( | |||||||||
| Cash spending on restructuring actions | ( | ( | |||||||||
| Net cash from (used in) continuing operations | ( | ||||||||||
| Net cash from (used in) discontinued operations | ( | ||||||||||
| Net cash from (used in) operating activities | ( | ||||||||||
| Cash flows from (used in) investing activities: | |||||||||||
| Proceeds related to company-owned life insurance policies, net | |||||||||||
| Business acquisitions, net of cash acquired | ( | ( | |||||||||
| Capital expenditures | ( | ( | |||||||||
| Net cash used in continuing operations | ( | ( | |||||||||
| Net cash from discontinued operations | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from (used in) financing activities: | |||||||||||
| Borrowings under senior credit facilities | |||||||||||
| Repayments under senior credit facilities | ( | ( | |||||||||
| Borrowings under trade receivables arrangement | |||||||||||
| Repayments under trade receivables arrangement | ( | ( | |||||||||
| Net borrowings under other financing arrangements | |||||||||||
| Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options | ( | ( | |||||||||
| Net cash from continuing operations | |||||||||||
| Net cash from (used in) discontinued operations | |||||||||||
| Net cash from financing activities | |||||||||||
| Change in cash and equivalents due to changes in foreign currency exchange rates | ( | ||||||||||
| Net change in cash and equivalents | ( | ||||||||||
| Consolidated cash and equivalents, beginning of period | |||||||||||
| Consolidated cash and equivalents, end of period | $ | $ | |||||||||
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Components of cash and equivalents: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Cash and equivalents included in assets of DBT and Heat Transfer | |||||||||||
| Total cash and equivalents | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
6
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; in millions, except per share data)
(1) BASIS OF PRESENTATION
Unless otherwise indicated, “we,” “us” and “our” mean SPX Technologies, Inc. and its consolidated subsidiaries (“SPX”).
We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 3 for information on discontinued operations).
We account for investments in unconsolidated companies where we exercise significant influence but do not have control using the equity method. In determining whether we are the primary beneficiary of a variable interest entity (“VIE”), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and which party has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. All of our VIE’s are immaterial, individually and in aggregate, to our condensed consolidated financial statements.
From time to time, we may make acquisitions that do not significantly impact our financial position or statements of operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, nor requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-Q.
Acquisition of KTS
On January 27, 2025, we completed the acquisition of Kranze Technology Solutions, Inc. (“KTS”) which specializes in digital interoperability and tactical networking solutions, primarily for the defense industry. We purchased KTS for cash consideration of $340.0 , inclusive of amounts related to future service obligations of certain existing employees of $46.5 and net of an adjustment to the purchase price of $2.4 recorded during the third quarter of 2025 related to acquired working capital. We financed the acquisition with available borrowings on our revolving credit facility under our senior credit facilities. The post-acquisition operating results of KTS are reflected within our Detection and Measurement reportable segment.
Acquisition of Sigma & Omega
On April 15, 2025, we completed the acquisitions of Sigma Heating and Cooling and Omega Heat Pump (“Sigma & Omega”) which specialize in highly engineered hydronic heating and cooling equipment, including vertical stack heat pumps and fan coils, institutional heating products, and both air-cooled and water-cooled commercial self-contained units. We purchased Sigma & Omega for cash consideration of $143.3 , net of (i) an adjustment to the purchase price of $0.3 recorded during the fourth quarter of 2025 related to acquired working capital and (ii) cash acquired of $0.2 . The acquisition was financed primarily through cash on hand, supplemented by borrowings on our revolving credit facility under our senior credit facilities. The post-acquisition operating results of Sigma & Omega are reflected within our HVAC reportable segment.
Acquisition of Thermolec
On January 20, 2026, we completed the acquisition of Thermolec Ltd. (“Thermolec”), which specializes in custom electric duct heating and related solutions. We purchased Thermolec for cash consideration of $140.2 , net of cash acquired of $1.3 . The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition. The acquisition was funded through cash on hand. The post-acquisition operating results of Thermolec are reflected within our HVAC reportable segment.
Acquisition of Crawford
On February 6, 2026, we completed the acquisition of Crawford United Corporation (“Crawford United”) which specializes in highly engineered air handling and industrial products. We purchased Crawford United for cash consideration of $299.4 , net of cash acquired of $0.6 . The acquisition was funded through cash on hand and borrowings on our revolving credit facility under our senior credit facilities. The post-acquisition results of Crawford United's commercial air handling equipment businesses (“Crawford”) are reflected within our HVAC reportable segment. Crawford United's industrial and transportation products businesses (“Non-core businesses”), which includes businesses serving aerospace, defense, transportation, and marine markets, are non-core to our long-term strategy. These Non-core businesses were recorded as assets held for sale upon
7
acquisition, with their results reported as discontinued operations while we identified a suitable buyer and executed our plan to sell these businesses within twelve months.
On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $60.0 . In connection with the sale, we received net cash proceeds of $59.2 , net of cash and debt contributed of $1.4 and $2.2 , respectively, and recorded a loss of $5.7 to “Loss on disposition of discontinued operation, net of tax” within the condensed consolidated statement of operations for the three months ended March 28, 2026. The sale price is subject to adjustment based on the final calculation of working capital and cash as of the date of sale. Refer to Note 3 for additional information.
The assets acquired and liabilities assumed in the Thermolec and Crawford transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations and are subject to change, primarily for the final assessment and valuation of certain tax amounts and other judgmental reserves.
Other
We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27 dates of 2025. We had one less day in the first quarter of 2026 and will have one more day in the fourth quarter of 2026 than in the respective 2025 periods. It is not practicable to estimate the impact of the one less day on our consolidated operating results for the three months ended March 28, 2026, when compared to the consolidated operating results for the 2025 respective period.
(2) NEW ACCOUNTING PRONOUNCEMENTS
The following is a summary of new accounting pronouncements that apply or may apply to our business.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, which requires companies to disclose, on an interim and annual basis, additional information about specific expense categories in the notes to the financial statements. In addition, ASU 2024-03 requires companies to disclose a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and, on an annual basis, disclose the total amount of selling expenses and the Company's definition of selling expenses. ASU 2024-03, further clarified by ASU 2025-01, will be effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, and will be applied on a prospective basis with the option to apply the standard retrospectively, with early adoption permitted. We are currently evaluating the disclosure impact of ASU 2024-03; however, the standard will not have an impact on our consolidated financial position, results of operations or cash flows.
In September 2025, the FASB issued ASU No. 2025-06, which replaces the stage-based capitalization model for the treatment of development costs of internal-use software with a principles-based framework, reflecting modern software development practices. In addition, ASU 2025-06 requires companies to capitalize software costs once management authorizes and commits to funding with probable completion and use. ASU 2025-06 will be effective for annual reporting periods beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods, and allows multiple transition methods, including retrospective, prospective, or modified prospective application, with early adoption permitted. We are currently evaluating the impact of ASU 2025-06 on our consolidated financial position, results of operations and cash flows.
In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which simplifies and expands the application of hedge accounting by providing additional flexibility in the designation and measurement of hedging relationships, including hedges of forecasted transactions, interest rate risk, and certain derivative instruments. ASU 2025-09 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and will be applied on a prospective basis, with early adoption permitted. We are currently evaluating the impact of ASU 2025-09 on our consolidated financial position, results of operations and cash flows.
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants by Business Entities, which establishes authoritative guidance on the accounting for government grants received by business entities. ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim
8
reporting periods within those annual reporting periods, and will be applied on a modified prospective approach with the option to apply the standard on a modified retrospective approach or a retrospective approach. We are currently evaluating the impact of ASU 2025-10 on our consolidated financial position, results of operations and cash flows.
(3) ACQUISITIONS AND DISCONTINUED OPERATIONS
Acquisitions
From time to time, we may make acquisitions that do not significantly impact our financial position or operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, or requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-Q. During the three months ended March 28, 2026, we made no such acquisitions. For the three months ended March 29, 2025, cash outflows, net of cash acquired, related to this activity totaled $8.2 . The post-acquisition operating results are reflected within our HVAC reportable segment and have no significant impact to our financial outlook and end markets.
Acquisition of Crawford United
As indicated in Note 1, on February 6, 2026, we completed the acquisition of Crawford United for net cash consideration of $299.4 , net of cash acquired of $0.6 .
The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Crawford United as of February 6, 2026:
| Assets acquired: | ||||||||
Current assets, including cash and equivalents of $ | $ | |||||||
| Property, plant and equipment | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Other assets | ||||||||
| Assets held for sale (Non-core businesses) | ||||||||
| Total assets acquired | ||||||||
| Current liabilities assumed | ||||||||
Non-current liabilities assumed (1) | ||||||||
| Liabilities held for sale (Non-core businesses) | ||||||||
| Net assets acquired | $ | |||||||
___________________________
(1)Includes net deferred income tax liabilities and other liabilities of $32.1 and $4.4 , respectively.
The identifiable intangible assets acquired related to Crawford consist of customer relationships, customer backlog, technology, and definite-lived trademarks of $77.1 , $19.4 , $17.7 , and $14.7 , respectively, with such amounts based on an assessment of the related fair values. We expect to amortize these customer relationships, customer backlog, technology, and definite-lived trademark assets over 11.0 , 1.0 , 12.0 , and 11.0 years, respectively.
We acquired gross receivables related to Crawford of $12.8 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill related to Crawford include expected North American volume growth from enhancing Crawford's existing facilities, increased volumes achieved through commercial synergies with existing SPX businesses, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.
We recognized revenues and a net loss for Crawford of $13.1 and $0.4 , respectively, for the three months ended March 28, 2026, with the net loss impacted by charges during the three months ended March 28, 2026 of $4.5 associated with
9
amortization of the various intangible assets mentioned above, and $0.1 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.
Acquisition of Thermolec
As indicated in Note 1, on January 20, 2026, we completed the acquisition of Thermolec for cash consideration of $140.2 , net of cash acquired of $1.3 . The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition.
The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Thermolec as of January 20, 2026:
| Assets acquired: | ||||||||
Current assets, including cash and equivalents of $ | $ | |||||||
| Property, plant and equipment | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Other assets | ||||||||
| Total assets acquired | ||||||||
| Current liabilities assumed | ||||||||
Non-current liabilities assumed (1) | ||||||||
| Net assets acquired | $ | |||||||
___________________________
(1)Includes net deferred income tax liabilities and other liabilities of $20.9 and $0.7 , respectively.
The identifiable intangible assets acquired consist of customer relationships, technology, and definite-lived trademarks of $64.3 , $8.2 , and $6.9 , respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the customer relationships, technology, and definite-lived trademark assets over 12.0 , 12.0 , and 15.0 years, respectively.
We acquired gross receivables of $4.0 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected North American market growth for Thermolec's existing operations, increased volumes achieved through commercial synergies with existing SPX businesses, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.
We recognized revenues and net income for Thermolec of $7.4 and $0.7 , respectively, for the three months ended March 28, 2026, with the net income impacted by charges during the three months ended March 28, 2026 of $1.1 associated with amortization of the various intangible assets mentioned above, and $0.4 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.
10
Acquisition of Sigma & Omega
As indicated in Note 1, on April 15, 2025, we completed the acquisition of Sigma & Omega for cash consideration of $143.3 , net of (i) an adjustment to the purchase price of $0.3 recorded during the fourth quarter of 2025 related to acquired working capital and (ii) cash acquired of $0.2 . The pro forma effect of this acquisition is not material to our consolidated results of operations.
The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for Sigma & Omega as of April 15, 2025:
| Assets acquired: | ||||||||
Current assets, including cash and equivalents of $ | $ | |||||||
| Property, plant and equipment | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Other assets | ||||||||
| Total assets acquired | ||||||||
| Current liabilities assumed | ||||||||
Non-current liabilities assumed (1) | ||||||||
| Net assets acquired | $ | |||||||
(1)Includes net deferred income tax liabilities and other liabilities of $19.9 and $0.6 , respectively.
The identifiable intangible assets acquired consist of customer relationships, customer backlog, technology, and definite-lived trademarks of $56.3 , $8.9 , $8.5 , and $3.9 , respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the customer relationships, customer backlog, technology, and definite-lived trademarks over 11.0 , 1.0 , 9.0 , and 8.0 years, respectively.
We acquired gross receivables of $9.6 , which had a fair value of $9.2 at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for Sigma & Omega's existing operations, increased volumes achieved by selling Sigma & Omega products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.
Acquisition of KTS
As indicated in Note 1, on January 27, 2025, we completed the acquisition of KTS for cash consideration of $340.0 , inclusive of amounts paid related to future service obligations of certain employees of $46.5 (described further below) and net of an adjustment to the purchase price of $2.4 recorded during the third quarter of 2025 related to acquired working capital. We financed the acquisition with available borrowings on our revolving credit facility under our then-existing senior credit facilities.
In connection with the acquisition of KTS, and as required by the acquisition agreement, we assumed employee retention agreements with certain employees, totaling $46.5 , that include future service obligations. In the event employees forfeit any amounts under the terms of the agreements, such amounts are due to the seller of KTS. We funded the amounts related to these retention agreements through a reduction in the purchase price, with $46.5 paid into an escrow account at the time of the acquisition closing, as required by the acquisition agreement. The deferred compensation assets related to these agreements will be amortized over the agreement terms which range from 2 to 8 years. During the three months ended March 28, 2026 and March 29, 2025, we recognized compensation costs of $3.6 and $4.3 , respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations, related to such retention agreements. The remaining deferred compensation assets of $8.9 and $9.8 are recorded within “Other current assets” and “Other assets”, respectively, within our condensed consolidated balance sheet as of March 28, 2026. At December 31, 2025, deferred compensation assets of $11.4 and $10.9 were recorded within “Other current assets” and “Other assets”, respectively, within our condensed consolidated balance sheet.
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The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for KTS as of January 27, 2025:
| Assets acquired: | ||||||||
Current assets(1) | $ | |||||||
| Property, plant and equipment | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
Other assets(1) | ||||||||
| Total assets acquired | ||||||||
| Current liabilities assumed | ||||||||
| Non-current liabilities assumed | ||||||||
| Net assets acquired | $ | |||||||
___________________________
(1)Includes $26.2 and $20.3 within “Current assets” and “Other assets”, respectively, for deferred compensation assets related to the employee retention agreements discussed previously.
The identifiable intangible assets acquired consist of technology, customer relationships and contracts, definite-lived trademarks, and customer backlog of $79.8 , $70.7 , $6.7 , and $7.3 , respectively, with such amounts based on an assessment of the related fair values. We expect to amortize the technology, customer relationships and contracts, definite-lived trademarks, and customer backlog assets over 12.0 , 15.0 , 9.0 , and 2.0 years, respectively.
We acquired gross receivables of $7.2 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for KTS's existing operations, increased volumes achieved through product synergies with existing SPX businesses, procurement and operational savings and efficiencies, and various other factors. We expect the goodwill described above to be deductible for tax purposes.
We recognized revenues and a net loss for KTS of $8.5 and $6.4 , respectively, for the three months ended March 29, 2025 with the net loss impacted by charges during the three months ended March 29, 2025 of (i) $4.3 of compensation costs related to acquired retention agreements, (ii) $3.2 associated with amortization of the various intangible assets mentioned above, and (iii) $0.3 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.
12
The following unaudited pro forma information presents our condensed consolidated results of operations for the three months ended March 28, 2026 and March 29, 2025, respectively, as if the acquisitions of Crawford and Thermolec had taken place on January 1, 2025 and the acquisition of KTS had taken place on January 1, 2024. The unaudited pro forma financial information is not intended to represent or be indicative of our condensed consolidated results of operations that would have been reported had the acquisitions been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of Crawford, Thermolec or KTS. These pro forma condensed consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred beginning during the first quarter of 2025 for Crawford and Thermolec and the first quarter of 2024 for KTS, and the related income tax effects.
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Revenues | $ | $ | |||||||||
| Income from continuing operations | |||||||||||
| Net income | |||||||||||
| Income from continuing operations per share of common stock: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Net income per share of common stock: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
Acquisition and Integration-related Costs
During the three months ended March 28, 2026 and March 29, 2025, we incurred acquisition and integration-related costs for KTS, Sigma & Omega, Thermolec, Crawford, and Ingénia Technologies Inc. (“Ingénia”) of $7.7 and $8.2 , respectively. In addition, we recorded these amounts as shown below within consolidated operating income in Note 6:
| Acquisition and integration-related costs for Ingénia, KTS, Sigma & Omega, Thermolec, and Crawford | ||||||||||||||
| Three months ended | ||||||||||||||
| Affected line item in Note 6 | March 28, 2026 | March 29, 2025 | ||||||||||||
| Corporate expense | $ | $ | ||||||||||||
| Acquisition and integration-related costs | ||||||||||||||
| Consolidated operating income | $ | $ | ||||||||||||
Non-core Businesses
As discussed in Note 1, during the three months ended March 28, 2026, in connection with the acquisition of Crawford United, the Company concluded that the assets and liabilities of the Non-core businesses were ancillary to the Company’s long‑term strategic objectives and met the criteria to be classified as held for sale. Accordingly, the post‑acquisition operating results of these businesses are reported as discontinued operations.
On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $60.0 . In connection with the sale, we received net cash proceeds of $59.2 , net of cash and debt contributed of $1.4 and $2.2 , respectively, and recorded a loss of $5.7 to “Loss on disposition of discontinued operation, net of tax” within the condensed consolidated statement of operations for the three months ended March 28, 2026. The sale price is subject to adjustment based on the final calculation of working capital and cash as of the date of sale.
There were no
13
For the three months ended March 28, 2026, results of operations from the Non-core businesses prior to their sale were as follows:
| Three months ended | |||||
| March 28, 2026 | |||||
| Income from discontinued operations | $ | ||||
| Income tax provision | ( | ||||
| Income from discontinued operations, net | $ | ||||
Wind-Down of DBT Business
We completed the wind-down of our DBT Technologies (PTY) LTD (“DBT”) subsidiary after it ceased all operations, including those related to two large power projects in South Africa (Kusile and Medupi), in the fourth quarter of 2021. As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented.
The assets and liabilities of DBT have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of March 28, 2026 and December 31, 2025. The major line items constituting DBT’s assets and liabilities as of March 28, 2026 and December 31, 2025 are shown below:
| March 28, 2026 | December 31, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and equivalents | $ | $ | ||||||||||||
Other current assets(1) | ||||||||||||||
| Total assets of DBT | $ | $ | ||||||||||||
| LIABILITIES | ||||||||||||||
Accounts payable(1) | $ | $ | ||||||||||||
Contract liabilities(1) | ||||||||||||||
Accrued expenses(1) | ||||||||||||||
Other long-term liabilities(1) | ||||||||||||||
| Total liabilities of DBT | $ | $ | ||||||||||||
___________________________
Wind-Down of the Heat Transfer Business
We completed the wind-down of our SPX Heat Transfer (“Heat Transfer”) business in the fourth quarter of 2020. As a result of completing the wind-down plan, we are reporting Heat Transfer as a discontinued operation for all periods presented.
The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of March 28, 2026 and December 31, 2025. At March 28, 2026 and December 31, 2025, Heat Transfer had total assets and liabilities of $0.3 0.0
For the three months ended March 28, 2026 and March 29, 2025, results of operations from our businesses reported as discontinued operations (excluding the Non-core businesses) were as follows:
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
Loss from discontinued operations(1) | $ | ( | $ | ( | |||||||
| Income tax provision | ( | ||||||||||
| Loss from discontinued operations, net | $ | ( | $ | ( | |||||||
___________________________
14
(4) REVENUES FROM CONTRACTS
Disaggregated Revenues
We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three months ended March 28, 2026 and March 29, 2025:
| Three months ended March 28, 2026 | ||||||||||||||||||||
| Reportable Segments | HVAC | Detection and Measurement | Total | |||||||||||||||||
| Major product lines | ||||||||||||||||||||
| Package and process cooling equipment and services, and engineered air movement and handling solutions | $ | $ | $ | |||||||||||||||||
| Hydronic heating, electrical heating, and ventilation | ||||||||||||||||||||
| Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||||||||||||||||||
| Communication technologies, aids to navigation, and transportation systems | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||
| Revenues recognized at a point in time | $ | $ | $ | |||||||||||||||||
| Revenues recognized over time | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Three months ended March 29, 2025 | ||||||||||||||||||||
| Reportable Segments | HVAC | Detection and Measurement | Total | |||||||||||||||||
| Major product lines | ||||||||||||||||||||
| Package and process cooling equipment and services, and engineered air movement and handling solutions | $ | $ | $ | |||||||||||||||||
| Hydronic heating, electrical heating, and ventilation | ||||||||||||||||||||
| Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||||||||||||||||||
| Communication technologies, aids to navigation, and transportation systems | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||
| Revenues recognized at a point in time | $ | $ | $ | |||||||||||||||||
| Revenues recognized over time | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
Contract Balances
Our customers are invoiced for products and services at the time of delivery or based on contractual milestones, resulting in outstanding receivables with payment terms from these customers (“Contract Accounts Receivable”). In some cases, the timing of revenue recognition, particularly for revenue recognized over time, differs from when such amounts are invoiced to customers, resulting in a contract asset (revenue recognition precedes the invoicing of the related revenue amount) or a contract liability (payment from the customer precedes recognition of the related revenue amount). Contract assets and liabilities are generally classified as current. On a contract-by-contract basis, the contract assets and contract liabilities are reported net within our condensed consolidated balance sheets.
Project volumes, primarily within our communications technologies, aids to navigation, cooling products, and transportation systems businesses, can vary from period to period based on the timing of project execution.
15
Our contract balances consisted of the following as of March 28, 2026 and December 31, 2025:
| Contract Balances | March 28, 2026 | December 31, 2025 | Change | ||||||||||||||
Contract Accounts Receivable(1) | $ | $ | $ | ||||||||||||||
| Contract Assets | |||||||||||||||||
| Contract Liabilities - current | ( | ( | |||||||||||||||
Contract Liabilities - non-current(2) | ( | ( | ( | ||||||||||||||
| Net contract balance | $ | $ | $ | ||||||||||||||
___________________________
(1)Included in “Accounts receivable, net” within the accompanying condensed consolidated balance sheets.
(2)Included in “Other long-term liabilities” within the accompanying condensed consolidated balance sheets.
Our contract balances consisted of the following as of March 29, 2025 and December 31, 2024:
| Contract Balances | March 29, 2025 | December 31, 2024 | Change | ||||||||||||||
| Contract Accounts Receivable | $ | $ | $ | ||||||||||||||
| Contract Assets | |||||||||||||||||
| Contract Liabilities - current | ( | ( | ( | ||||||||||||||
| Contract Liabilities - non-current | ( | ( | ( | ||||||||||||||
| Net contract balance | $ | $ | $ | ||||||||||||||
The timing of revenue recognition, invoicing and cash collections results in Contract Accounts Receivable, contract assets, and customer advances and deposits (contract liabilities) on our condensed consolidated balance sheets. In general, we receive payments from customers based on a billing schedule established in our contracts. During the three months ended March 28, 2026, changes in contract balances were also impacted by the acquisitions of Thermolec and Crawford. At March 28, 2026, Contract Account Receivables, contract assets, and current contract liabilities attributable to Crawford were $15.6 , $3.5 , and $4.9 , respectively. At March 28, 2026, Contract Account Receivables attributable to Thermolec were $3.9 .
During the three months ended March 28, 2026, we recognized revenues of $37.1 related to our contract liabilities at December 31, 2025. During the three months ended March 29, 2025, we recognized revenues of $28.7 related to our contract liabilities at December 31, 2024.
Performance Obligations
As of March 28, 2026, the aggregate amount allocated to remaining performance obligations was $238.4 . We expect to recognize revenue on approximately 65 % and 78 % of remaining performance obligations over the next 12 and 24 months, respectively, with the remaining recognized thereafter.
(5) LEASES
(6) INFORMATION ON REPORTABLE SEGMENTS AND CORPORATE EXPENSE
We are a diversified, global supplier of highly specialized, engineered solutions with operations in 16 countries and sales in over 100 countries around the world.
In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Financial Accounting Standards Board Codification (the “Codification”). We have aggregated our operating segments into the following two reportable segments: HVAC and Detection and Measurement. The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers, distribution methods, and regulatory environment.
Our CODM, who is our President and Chief Executive Officer, uses segment income to evaluate the results of each operating segment. Segment income is determined before considering, if applicable, impairments and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition and integration-related costs. There have been no changes in the basis of segmentation or measurement of segment income during 2026. Our CODM assesses segment income performance in comparison to prior years, previously forecasted results, and anticipated/experienced market trends when determining how to allocate operating and capital resources. The only significant segment expense categories reviewed by our
16
CODM are total selling, general and administrative expense and cost of products sold (exclusive of intangible amortization expense). Our CODM does not review asset or liability information for our operating segments as this information is not used to assess performance or allocate resources.
HVAC Reportable Segment
Our HVAC reportable segment engineers, designs, manufactures, installs and services package and process cooling products and engineered air movement and handling solutions for the HVAC industrial (including data center and power generation), institutional, and commercial markets, as well as hydronic and electrical heating and ventilation products for the residential, industrial, institutional, and commercial markets. The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers. The segment serves a global customer base in North America, Europe, and Asia.
Detection and Measurement Reportable Segment
Our Detection and Measurement reportable segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base in North America, Europe, Africa and Asia.
Corporate Expense
Corporate expense generally relates to the personnel and general operating costs of our corporate headquarters based in Charlotte, North Carolina.
17
Financial data for our reportable segments for the three months ended March 28, 2026 and March 29, 2025 are presented below:
| Three months ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
| HVAC reportable segment | |||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||
| Segment income | $ | $ | |||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||
| Revenues | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||
| Segment income | $ | $ | |||||||||||||||||||||
| Consolidated revenues | $ | $ | |||||||||||||||||||||
| Consolidated income for segments | |||||||||||||||||||||||
| Corporate expense | |||||||||||||||||||||||
Acquisition and integration-related costs (1) | |||||||||||||||||||||||
| Long-term incentive compensation expense | |||||||||||||||||||||||
Amortization of acquired intangible assets (2) | |||||||||||||||||||||||
| Special charges, net | |||||||||||||||||||||||
| Consolidated operating income | |||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Income from continuing operations before income taxes | $ | $ | |||||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||
| HVAC reportable segment | $ | $ | |||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||
| Capital expenditures of reportable segments | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | |||||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| HVAC reportable segment | $ | $ | |||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||
| Depreciation and amortization of reportable segments | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | |||||||||||||||||||||
18
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Geographic Areas: | |||||||||||
Revenues: (3) | |||||||||||
| United States | $ | $ | |||||||||
| Canada | |||||||||||
| China | |||||||||||
| United Kingdom | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
| March 28, 2026 | December 31, 2025 | ||||||||||
| Tangible Long-Lived Assets: | |||||||||||
| United States | $ | $ | |||||||||
| Canada | |||||||||||
| Other | |||||||||||
| Long-lived assets of continuing operations | |||||||||||
| Long-lived assets of discontinued operations, DBT and Heat Transfer | |||||||||||
| Total tangible long-lived assets | $ | $ | |||||||||
_____________________________
(1)Represents acquisition and integration-related costs incurred in connection with acquisitions of $5.0 and $6.4 during the three months ended March 28, 2026 and March 29, 2025, respectively, including “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the Thermolec and Crawford acquisitions of $0.4 and $0.1 , respectively, during the three months ended March 28, 2026 and the KTS acquisition of $0.3 during the three months ended March 29, 2025.
(2)Includes intangible asset amortization of $0.9 recorded in cost of products sold within the condensed consolidated statement of operations for the three months ended March 28, 2026.
(3)Revenues are included in the above geographic areas based on the country that recorded the revenue.
(7) SPECIAL CHARGES, NET
Special charges, net, for the three months ended March 28, 2026 and March 29, 2025 are described in more detail below:
| Three months ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
| HVAC reportable segment | $ | $ | ( | ||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
HVAC — Activity for the three months ended March 29, 2025 related primarily to severance costs associated with a restructuring action at one of the segment's cooling businesses.
Detection and Measurement — Charges for the three months ended March 28, 2026 and March 29, 2025 related primarily to severance costs associated with restructuring actions at the segment's inspection and rehabilitation business.
Corporate — Charges for the three months ended March 29, 2025 related primarily to severance costs associated with restructuring actions.
No significant future charges are expected to be incurred under actions approved as of March 28, 2026.
19
The following is an analysis of our restructuring liabilities for the three months ended March 28, 2026 and March 29, 2025:
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Special charges | |||||||||||
| Utilization — cash | ( | ( | |||||||||
| Currency translation adjustment and other | |||||||||||
| Balance at end of period | $ | $ | |||||||||
(8) INVENTORIES, NET
| March 28, 2026 | December 31, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials and purchased parts | |||||||||||
| Total inventories | $ | $ | |||||||||
(9) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the three months ended March 28, 2026 were as follows:
| December 31, 2025 | Goodwill Resulting from Business Combinations (1) | Foreign Currency Translation | March 28, 2026 | ||||||||||||||||||||||||||||||||||||||
| HVAC reportable segment | |||||||||||||||||||||||||||||||||||||||||
| Gross goodwill | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Accumulated impairments | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Goodwill | ( | ||||||||||||||||||||||||||||||||||||||||
| Detection and Measurement reportable segment | |||||||||||||||||||||||||||||||||||||||||
| Gross goodwill | ( | ||||||||||||||||||||||||||||||||||||||||
| Accumulated impairments | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Goodwill | ( | ||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||
| Gross goodwill | ( | ||||||||||||||||||||||||||||||||||||||||
| Accumulated impairments | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
___________________________
(1)Reflects goodwill acquired with the Thermolec and Crawford acquisitions of $75.2 and $129.7 , respectively, within the HVAC reportable segment. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in these acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.
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Other Intangibles, Net
Identifiable intangible assets at March 28, 2026 and December 31, 2025 comprised the following:
| March 28, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||||||||||
Intangible assets with determinable lives: (1) | |||||||||||||||||||||||||||||||||||
| Customer relationships and contracts | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||||||||||||||
| Patents | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||||||||||||||
| Trademarks with indefinite lives | — | — | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
___________________________
In connection with the acquisitions of Thermolec and Crawford, which have definite-lived intangible assets as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $105.0 for the full year 2026, $92.0 for 2027, and $87.0
At March 28, 2026, the net carrying value of intangible assets with determinable lives consisted of $601.9 in the HVAC reportable segment and $227.8 in the Detection and Measurement reportable segment. At March 28, 2026, trademarks with indefinite lives consisted of $157.0 in the HVAC reportable segment and $64.4 in the Detection and Measurement reportable segment.
We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. In reviewing goodwill and indefinite-lived intangible assets for impairment, we initially perform a qualitative analysis. If there is an indication of impairment, we then perform a quantitative analysis. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indication may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.
The fair value of the net assets related to the Thermolec, Crawford, KTS and Sigma & Omega acquisitions approximate their respective carrying values. If Thermolec, Crawford, KTS and Sigma & Omega are unable to achieve their current financial forecasts, or there is a change in key assumptions used in the fair value analyses (e.g. projected revenues and profit growth rates, industry price multiples, discount rates, etc.) we may be required to record an impairment charge in a future period related to their goodwill. As of March 28, 2026, Thermolec, Crawford, KTS and Sigma & Omega's goodwill totaled $75.6 , $129.7 , $104.4 and $76.6 , respectively.
We perform our annual indefinite-lived trademarks impairment testing during the fourth quarter, or on a more frequent basis, if there are indications of potential impairment. The fair value of these trademarks is based on applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions (fair value based on unobservable inputs - Level 3, as defined in Note 17). The primary basis for these projected revenues is the annual operating plan for each of the related businesses, which is prepared in the fourth quarter of each year.
The implied value of our ASPEQ and ULC business unit's trademarks approximated their carrying value. If ASPEQ or ULC is unable to achieve their current revenue forecasts, or there is a change in assumptions used in the fair value analyses (e.g., projected revenues, royalty rates, and discount rates, etc.), we may be required to record an impairment charge in a future period related to their trademarks. As of March 28, 2026, ASPEQ and ULC’s trademarks totaled $51.5 and $4.7 , respectively.
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(10) WARRANTY
The following is an analysis of our product warranty accrual for the periods presented:
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Acquisitions | |||||||||||
| Provisions | |||||||||||
| Usage | ( | ( | |||||||||
| Balance at end of period | |||||||||||
| Less: Current portion of warranty | |||||||||||
| Non-current portion of warranty | $ | $ | |||||||||
(11) EMPLOYEE BENEFIT PLANS
During the fourth quarter of 2023, we initiated the wind-up of our Canadian defined benefit pension plans (collectively, the “Canadian Pension Plans”). We received regulatory approval for the wind-up which was completed during the first quarter of 2025. This transaction resulted in a settlement loss of $0.3 recorded in net periodic pension benefit expense during the first quarter of 2025. In addition, and in connection with this wind-up, we remeasured the assets and liabilities of the Canadian Pension Plans, which resulted in a loss of $0.5 recorded in net periodic pension benefit expense during the first quarter of 2025. Lastly, as a result of the wind-up, we have eliminated the third-party cost and internal resource requirements associated with administering these benefit plans.
Net periodic benefit (income) expense for our pension and postretirement plans include the following components:
Domestic Pension Plans
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Net periodic pension benefit expense | $ | $ | |||||||||
Foreign Pension Plans
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on plan assets | ( | ( | |||||||||
Settlement loss (1) | |||||||||||
Recognized net actuarial loss (1) | |||||||||||
| Net periodic pension benefit expense | $ | $ | |||||||||
__________________________
(1)Relates to the wind-up of the Canadian Pension Plans referred to previously.
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Amortization of unrecognized prior service credits | ( | ( | |||||||||
| Net periodic postretirement benefit income | $ | $ | ( | ||||||||
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(12) INDEBTEDNESS
The following summarizes our debt activity (both current and non-current) for the three months ended March 28, 2026:
| December 31, 2025 | Borrowings | Repayments | Other(5) | March 28, 2026 | |||||||||||||||||||||||||
Revolving loans (1) | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
Term loan(2) | |||||||||||||||||||||||||||||
Trade receivables financing arrangement(3) | ( | ||||||||||||||||||||||||||||
Other indebtedness(4) | |||||||||||||||||||||||||||||
| Total debt | $ | $ | ( | $ | |||||||||||||||||||||||||
| Less: short-term debt | |||||||||||||||||||||||||||||
| Less: current maturities of long-term debt | |||||||||||||||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||||||||||||||
__________________________
(1)The revolving credit facility extends through September 9, 2030 under the terms of the agreement governing our senior credit facilities and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as a partial funding mechanism for the Crawford acquisition.
(2)The term loan is repayable in quarterly installments equal to 0.625 % of the initial term loan balance of $500.0 , beginning in December 2026 and in the first three quarters of 2027, and 1.25 % during the fourth quarter of 2027, and all quarters of 2028 and 2029, and the first two quarters of 2030. The remaining balances are payable in full on September 9, 2030. Balances are net of unamortized debt issuance costs of $0.8 and $0.9 at March 28, 2026 and December 31, 2025, respectively.
(3)Under this arrangement, we can borrow, on a continuous basis, up to $100.0 , as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At March 28, 2026, we had $72.3 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $22.0 .
(4)Primarily includes balances under a purchase card program of $1.6 and $1.4 and finance lease obligations of $1.2 and $1.1 at March 28, 2026 and December 31, 2025, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
(5)“Other” includes the amortization of debt issuance costs associated with the term loan.
Senior Credit Facilities
Our senior credit facilities consist of the following facilities, each with a final maturity of September 9, 2030:
•A term loan facility in the aggregate principal amount of $500.0 ;
•A multicurrency revolving credit facility, which is available for loans and letters of credit in U.S. Dollars, Euros, British Pounds Sterling and other currencies, in an aggregate principal amount up to the equivalent of $1,500.0 (with sublimits equal to the equivalents of $200.0 for financial letters of credit, $50.0 for non-financial letters of credit, and $250.0 for non-U.S. exposure); and
•A bilateral foreign credit instrument facility, which is available for performance letters of credit and bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $25.0 .
A detailed description of our senior credit facilities is included in our 2025 Annual Report on Form 10-K.
At March 28, 2026, we had $1,347.3 of available borrowing capacity under our revolving credit facility, after giving effect to borrowings under the domestic revolving loan facilities of $150.0 and $2.7 reserved for outstanding letters of credit. In addition, at March 28, 2026, we had $17.1 of available issuance capacity under our foreign credit instrument facilities after giving effect to $7.9 reserved for outstanding letters of credit.
The weighted-average interest rate of outstanding borrowings under our senior credit agreement was approximately 5.0 % at March 28, 2026.
At March 28, 2026, we were in compliance with all covenants of the agreement governing our senior credit facilities.
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Company-owned Life Insurance
We have investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date. Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our condensed consolidated statements of operations. We have the ability to borrow against a portion of our investment in the COLI policies as an additional source of liquidity. There were no 5.3 34.0 against the policies. The cash surrender value of our investments in COLI assets was $59.9 and $60.3 at March 28, 2026 and December 31, 2025, respectively, recorded in “Other assets” on the condensed consolidated balance sheets.
(13) DERIVATIVE FINANCIAL INSTRUMENTS
Interest Rate Swaps
In September 2024, commensurate with an amendment to our senior credit agreement, we entered into interest rate swap agreements (“Swaps”). During 2025, commensurate with the amendment to our senior credit facilities, we settled the Swaps which resulted in a gain recorded to “Other income (expense), net” and cash received of $0.4 . Prior to this settlement, the Swaps covered the period from December 2024 to June 2026 and effectively converted a portion of the borrowings under our senior credit facilities to a fixed rate of 3.58 %, plus the applicable margin. We had designated, and accounted for, our Swaps as cash flow hedges. Changes in the fair value of our Swaps were reclassified into earnings, as a component of interest expense, when the forecasted transaction impacted earnings. Since the settlement of the Swaps, we have not entered into any further interest rate swap agreements.
Currency Forward Contracts
We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the British Pound Sterling, Canadian Dollar, Euro, and South African Rand.
From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies that manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”). Certain of our FX forward contracts are designated as cash flow hedges. Changes in these derivatives’ fair value are included in accumulated other comprehensive income (“AOCI”) and are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable of occurring, the cumulative change in the derivatives’ fair value is recorded into earnings in the period in which the transaction is no longer considered probable of occurring.
We had FX forward contracts with an aggregate notional amount of $12.5 and $19.3 outstanding as of March 28, 2026 and December 31, 2025, respectively, with all of the $12.5 scheduled to mature within one year. There were no 0.1
(14) STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION
Income Per Share
The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share:
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Weighted-average number of common shares used in basic income per share | |||||||||||
| Dilutive securities — Employee stock options, performance stock units and restricted stock units | |||||||||||
| Weighted-average number of common shares and dilutive securities used in diluted income per share | |||||||||||
The weighted-average number of restricted stock units, performance stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value
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of the underlying common stock for the related period were 0.078 and 0.166 , respectively, for the three months ended March 28, 2026, and 0.114 and 0.248 , respectively, for the three months ended March 29, 2025.
Long-Term Incentive Compensation
Long-term incentive compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2026 is included in our 2025 Annual Report on Form 10-K.
Awards granted on March 2, 2026 to executive officers and other members of senior management were comprised of performance stock units (“PSU’s”), stock options, and time-based restricted stock units (“RSU’s”), while other eligible employees were granted PSU’s and RSU’s. The PSU’s are eligible to vest at the end of a three-year performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the combined S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index. Stock options and RSU’s vest ratably over the three-year period subsequent to the date of grant.
Non-employee directors receive annual long-term incentive awards at the time of our annual meeting of stockholders, with the 2026 meeting scheduled for May 12, 2026.
Compensation expense within income from continuing operations related to long-term incentive awards totaled $3.7 0.6
PSU’s and RSU’s
We use the Monte Carlo simulation model valuation technique to determine the fair value of our restricted stock units that contain a market condition (i.e., the PSU’s). The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each PSU. We issued PSU’s to eligible participants on March 2, 2026 and March 3, 2025. We used the following assumptions in determining the fair value of these awards:
| Annual Expected Stock Price Volatility | Annual Expected Dividend Yield | Risk-Free Interest Rate | Correlation Between Total Shareholder Return for SPX and the Applicable S&P Index | ||||||||||||||||||||
| March 2, 2026 | |||||||||||||||||||||||
| SPX | % | % | % | % | |||||||||||||||||||
| Peer group within S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index | % | n/a | % | ||||||||||||||||||||
| March 3, 2025 | |||||||||||||||||||||||
| SPX | % | % | % | % | |||||||||||||||||||
| Peer group within S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index | % | n/a | % | ||||||||||||||||||||
Annual expected stock price volatility is based on the three-year historical volatility. There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future. The average risk-free interest rate is based on the one-year through three-year daily treasury yield curve rate as of the grant date.
The following table summarizes the PSU and RSU activity from December 31, 2025 through March 28, 2026:
| Unvested PSU’s and RSU’s | Weighted-Average Grant-Date Fair Value Per Share | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding at March 28, 2026 | $ | ||||||||||
As of March 28, 2026, there was $26.8 of unrecognized compensation cost related to PSU’s and RSU’s. We expect this cost to be recognized over a weighted-average period of 2.3 years.
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Stock Options
On March 2, 2026, we granted 0.030 stock options, all of which were outstanding (but not exercisable) as of March 28, 2026. The exercise price per share of these options is $225.02 and the maximum contractual term of these options is 10 years.
The fair value per share of the stock options granted on March 2, 2026 was $99.43 . The fair value of each option grant was estimated using the Black-Scholes option-pricing model with the following assumptions:
| Annual expected stock price volatility | % | ||||
| Annual expected dividend yield | % | ||||
| Risk-free interest rate | % | ||||
| Expected life of stock option (in years) | |||||
Annual expected stock price volatility is based on a weighted average of SPX’s stock volatility of the most recent six-year historical volatility of a peer company group. There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future. The average risk-free interest rate is based on the five-year and seven-year treasury constant maturity rates. The expected option life is based on a three-year pro-rata vesting schedule and represents the period of time that awards are expected to be outstanding.
The following table summarizes the stock option activity from December 31, 2025 through March 28, 2026:
| Shares | Weighted-Average Exercise Price | ||||||||||
| Options outstanding at December 31, 2025 | $ | ||||||||||
| Exercised | ( | ||||||||||
| Forfeited | |||||||||||
| Granted | |||||||||||
| Options outstanding at March 28, 2026 | $ | ||||||||||
As of March 28, 2026, there was $4.1 of unrecognized compensation cost related to stock options. We expect this cost to be recognized over a weighted-average period of 2.5 years.
Repurchases of Common Stock
On May 13, 2025, our Board of Directors authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $100.0 of our common stock, subject to maintaining compliance with all covenants of our senior credit agreement. No share repurchases were effected pursuant to this and prior authorizations during the three months ended March 28, 2026.
Accumulated Other Comprehensive Income
The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended March 28, 2026 were as follows:
| Foreign Currency Translation Adjustment | Net Unrealized Gains on Qualifying Cash Flow Hedges | Pension and Postretirement Liability Adjustment(1) | Total | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | ( | $ | ||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | |||||||||||||||||||||
| Current-period other comprehensive loss | ( | ( | ( | ||||||||||||||||||||
| Balance at end of period | $ | $ | $ | ( | $ | ||||||||||||||||||
__________________________
(1)Net of tax provision of $0.0
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The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended March 29, 2025 were as follows:
| Foreign Currency Translation Adjustment | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) | Pension and Postretirement Liability Adjustment(2) | Total | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ||||||||||||||||||||
| Current-period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
_________________________
(1)Net of tax provision of $0.4 and $0.7 as of March 29, 2025 and December 31, 2024, respectively.
(2)Net of tax provision of $0.8 and $1.0 as of March 29, 2025 and December 31, 2024, respectively. The balances as of March 29, 2025 and December 31, 2024 include unamortized prior service credits.
The following summarizes amounts reclassified from each component of accumulated other comprehensive income for the three months ended March 28, 2026 and March 29, 2025:
| Amount Reclassified from AOCI | |||||||||||||||||
| Three months ended | |||||||||||||||||
| March 28, 2026 | March 29, 2025 | Affected Line Item in the Condensed Consolidated Statements of Operations | |||||||||||||||
| Gains on qualifying cash flow hedges: | |||||||||||||||||
| Swaps | $ | $ | ( | Interest expense | |||||||||||||
| Pre-tax | ( | ||||||||||||||||
| Income taxes | |||||||||||||||||
| $ | $ | ( | |||||||||||||||
| Gains on pension and postretirement items: | |||||||||||||||||
| Amortization of unrecognized prior service credits - Pre-tax | $ | ( | $ | ( | Other income (expense), net | ||||||||||||
| Income taxes | |||||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
(15) CONTINGENT LIABILITIES AND OTHER MATTERS
General
Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”). These claims relate to litigation matters (e.g., contracts, intellectual property and competitive claims), environmental matters, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate. While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance, among other lines of coverage, and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures. Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures.
Our recorded liabilities related to these matters, primarily associated with environmental matters, totaled $44.2 and $43.7 at March 28, 2026 and December 31, 2025, respectively. Of these amounts, $37.2 and $36.4 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at March 28, 2026 and December 31, 2025, respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience. While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties. As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges
27
to earnings. These variances relative to current expectations could have a material impact on our financial position and results of operations.
Large Power Projects in South Africa
On February 5, 2021, DBT received payment of $6.7 on bonds issued in support of performance by one of DBT’s subcontractors that is currently in liquidation. The subcontractor or liquidator maintain rights to seek recovery of such amount and, thus, the amount received by DBT has not been reflected in our condensed consolidated statements of operations.
Impacts of Tariffs
In 2025, the U.S. government imposed a series of tariffs on many U.S. trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”). On February 20, 2026, the United States Supreme Court issued a ruling invalidating tariffs previously imposed under IEEPA. The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and could be subject to further legal, regulatory, and administrative developments. Following the Supreme Court’s decision, the U.S. government announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from many countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. As of March 28, 2026, we have not recognized an asset related to any potential tariff refund. The Company will continue to evaluate new information and may recognize a refund asset when, and if, the amount can be reasonably estimated and the right to receive the amount becomes realized or realizable in accordance with Accounting Standards Codification (“ASC”) 450, Contingencies.
Litigation Matters
We are subject to other legal matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows; however, we cannot give assurance that these proceedings or claims will not have a material effect on our financial position, results of operations or cash flows.
Environmental Matters
Our operations and properties are subject to federal, state, local and foreign regulatory requirements relating to environmental protection. It is our policy to comply fully with all applicable requirements. As part of our effort to comply, we have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations. Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash flows. We had liabilities for site investigation and/or remediation at 16
Our environmental accruals relate predominantly to legacy sites that the Company no longer operates as part of its ongoing business and we record adjustments for these sites to “Other income (expense), net” in our condensed consolidated statements of operations. These environmental accruals cover anticipated costs, including investigation, remediation, and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, changes in our allocation of shared remediation costs, or alteration to the expected remediation plans. It is our policy to revise an estimate once it becomes probable and the amount of change can be reasonably estimated. We generally do not discount our environmental accruals and do not reduce them by anticipated insurance, litigation or other recoveries. We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.
In the case of contamination at offsite, third-party disposal sites, as of March 28, 2026 and December 31, 2025, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9
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sites. We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted. If an environmental matter is identified, we estimate the cost and either establish a liability, purchase insurance or obtain an indemnity from a financially sound seller; however, in connection with our acquisitions or dispositions, we may assume or retain significant environmental liabilities, some of which we may be unaware. The potential costs related to these environmental matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of various clean-up technologies, the uncertain level of insurance or other types of recovery, and the questionable level of our responsibility. We record a liability when it is both probable and the amount can be reasonably estimated.
In our opinion, after considering accruals established for such purposes of $32.6 and $32.4 at March 28, 2026 and December 31, 2025, respectively, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows. That said, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.
Self-Insured Risk Management Matters
We are self-insured for certain of our workers’ compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability. Our accruals for risk management matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts; however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposures.
(16) INCOME AND OTHER TAXES
Uncertain Tax Benefits
As of March 28, 2026, we had gross and net unrecognized tax benefits of $5.5 and $5.2 , respectively. All of these net unrecognized tax benefits would impact our effective tax rate from continuing operations if recognized.
We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of March 28, 2026, gross accrued interest totaled $2.0 (net accrued interest of $1.9 ). As of March 28, 2026, we had no accrual for penalties included in our unrecognized tax benefits.
Other Tax Matters
For the three months ended March 28, 2026, we recorded an income tax provision of $13.0 on $77.4 of pre-tax income from continuing operations, resulting in an effective rate of 16.8 %. This compares to an income tax provision for the three months ended March 29, 2025 of $6.2 on $57.9 of pre-tax income from continuing operations, resulting in an effective rate of 10.7 %. The most significant item impacting the income tax provision for the first quarters of 2026 and 2025 was $7.0 and $8.5 , respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods.
We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying condensed consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.
U.S. Federal income tax returns are subject to examination for a period of three years after filing the return. We are not currently under examination by the Internal Revenue Service and believe any contingencies in open years are adequately provided for.
State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We regularly have various state income tax returns in the process of examination. We believe any uncertain tax positions related to these examinations have been adequately provided for.
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We regularly have various foreign income tax returns under examination. We believe that any uncertain tax positions related to these examinations have been adequately provided for.
An unfavorable resolution of one or more of the above matters could have a material impact on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time.
(17) FAIR VALUE AND OTHER INVESTMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
•Level 1 — Quoted prices for identical instruments in active markets.
•Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level 3 — Significant inputs to the valuation model are unobservable.
There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring or nonrecurring basis. There were no transfers between the three levels of the fair value hierarchy for the periods presented.
The following table presents our fair value hierarchy of our financial assets measured at fair value on a recurring basis as of March 28, 2026 and December 31, 2025:
| March 28, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Derivative financial instruments | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Derivative financial instruments | $ | $ | $ | $ | |||||||||||||||||||
Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analyses, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairments result in the asset being recorded at its fair value. Based on the inputs used in the impairment analyses, these assets are classified within Level 3 of the valuation hierarchy.
Derivative Financial Instruments — Our financial derivative assets and liabilities include FX forward contracts and are valued using valuation models based on observable market inputs such as forward rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.
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As of March 28, 2026, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.
Equity Security — We estimate the value of an equity security in Filtran Group Equity, LLC (“Filtran”) that we hold utilizing a practical expedient under existing guidance, with such estimated value based on our ownership percentage applied to the net asset value as provided quarterly (on a one quarter lag) by the investee. The value has historically been updated annually, during the first quarter, based on the investee’s most recent audited financial statements.
During the three months ended March 28, 2026 and March 29, 2025, we recorded gains of $0.0 and $4.5 , respectively, to “Other income (expense), net” related to changes in the estimated value of such equity security.
On November 10, 2025, Parker-Hannifin Corporation (“Parker”) entered into an agreement to acquire the majority of the underlying businesses held by an investee of Filtran through a planned merger, while Donaldson Company, Inc. entered into an agreement to acquire the remaining business on February 2, 2026. The acquisition agreements contain customary termination rights, require various regulatory approvals, as well as in the case of the Parker transaction, the right of either Parker or Filtran to terminate if the completion of the merger shall not have occurred prior to February 10, 2027, which date may be extended upon the satisfaction of certain conditions. We maintain no control over, or involvement in, the sale process, which may not come to fruition.
As of March 28, 2026 and December 31, 2025, the equity security had an estimated value of $58.2
The following table provides a reconciliation of activity for the equity security for the three months ended March 28, 2026:
| Balance at beginning of period | $ | ||||
| Change in value of equity security | |||||
| Balance at end of period | $ | ||||
Indebtedness and Other — The estimated fair value of our debt instruments as of March 28, 2026 and December 31, 2025 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments. See Note 12 for further details.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (in millions)
FORWARD-LOOKING STATEMENTS
Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses’ or our industries’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements may address our plans, our strategies, our prospects, changes and trends in our business and the markets in which we operate under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) or in other sections of this document. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential” or “continue” or the negative of those terms or other comparable terminology. Particular risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following: cyclical changes and specific industry events in our markets; changes in anticipated capital investment and maintenance expenditures by customers; changes in economic conditions in relevant global and North American markets, including as a result of geopolitical conflicts, including the armed conflicts in the Middle East and related impacts on shipping in that region, the imposition, or threat of imposition of tariffs, including any new or increased tariffs announced by the U.S. government and any retaliatory tariffs announced in response thereto, and other trade barriers or international trade tensions; availability, limitations or cost increases of raw materials and/or commodities, including as a result of geopolitical conflicts or new or increased tariffs, as well as the potential impact of retaliatory tariffs and other penalties, that cannot be recovered in product pricing; the impact of competition on profit margins and our ability to maintain or increase market share; risks with respect to our contracts with the U.S. government, including the government's ability to terminate contracts prior to completion or failure to appropriate amounts necessary to fund such contracts; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution with respect to environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response thereto; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to our digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting our business, including regulatory changes; uncertainties with respect to our ability to complete expansions to or the reconfiguration of our manufacturing footprint within the time periods and at costs we anticipate and whether we will realize the anticipated benefits of these activities; uncertainties with respect to our ability to identify acceptable acquisition targets; uncertainties surrounding timing and successful completion of acquisition transactions, including with respect to integrating acquisitions and achieving cost savings, synergistic sales or other benefits from acquisitions; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters. These and other risks and uncertainties are further discussed in other sections of this document. These statements are only predictions. Actual events or results may differ materially because of market conditions in our industries or other factors, and forward-looking statements should not be relied upon as a prediction of actual results. In addition, management’s estimates of future operating results are based on our current complement of businesses, which is subject to change as management selects strategic markets.
All the forward-looking statements are qualified in their entirety by reference to the discussions of risks and uncertainties presented in this Quarterly Report on Form 10-Q and in our 2025 Annual Report on Form 10-K, including under the heading “Risk Factors,” and any subsequent filing with the U.S. Securities and Exchange Commission, as well as in any documents incorporated by reference that describe risks, uncertainties, and other factors that could cause results to differ materially from those projected in these forward-looking statements. We caution you that these discussions of risks and uncertainties may not be exhaustive. We operate in a continually changing business environment and frequently enter into new businesses and product lines. We cannot predict risk factors related to any future new business or product line, and we cannot assess the impact, if any, of such risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. You should not rely on forward-looking statements as a prediction of actual results. We disclaim any responsibility, except to the extent we are legally required, to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document.
IMPACTS OF TARIFFS AND OTHER COST INCREASES
In 2025, the U.S. government imposed a series of tariffs on many U.S. trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”). On February 20, 2026, the United States Supreme Court issued a ruling invalidating tariffs previously imposed under IEEPA. The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and could be subject to further legal, regulatory, and administrative developments.
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Following the Supreme Court’s decision, the U.S. government announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from many countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. As of March 28, 2026, we have not recognized an asset related to any potential tariff refund. The Company will continue to evaluate new information and will recognize a refund when, and if, the amount can be reasonably estimated and the right to receive the amount becomes realized or realizable in accordance with Accounting Standard Codification (“ASC 450”), Contingencies.
While we are unable to determine the full extent or duration of the tariff impact on our business and broader end-markets at this time, the future impact could be material. We believe that our diverse set of businesses, along with our strong balance sheet and available liquidity, position us well to manage the direct adverse impacts of the announced tariffs. We have taken actions to manage near-term costs and cash flows, and implemented actions to address potential material sourcing challenges we could face over the near-term.
POTENTIAL IMPACTS OF GEOPOLITICAL CONFLICTS
Ongoing geopolitical conflicts, including the armed conflicts in the Middle East, and governmental actions implemented in response to these conflicts, did not have a significant adverse impact on our operating results during the three months ended March 28, 2026 and March 29, 2025. We are monitoring the availability of certain raw materials that are (i) supplied by businesses in the countries impacted by these conflicts and (ii) impacted by closures or disturbances to critical shipping routes. At this time, we do not expect the potential direct impact to be material to our operating results. These conflicts have created significant additional demand for certain products within our communication technologies business. The longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.
OTHER SIGNIFICANT MATTERS
•Acquisitions
◦Kranze Technology Solutions, Inc. (“KTS”)
▪Acquired on January 27, 2025 for cash consideration of $340.0, inclusive of amounts paid related to future service obligations of certain existing employees of $46.5 and net of an adjustment to the purchase price of $2.4 recorded during the third quarter of 2025 related to acquired working capital.
▪Post-acquisition operating results of KTS are included within our Detection and Measurement reportable segment.
▪See Note 3 to our condensed consolidated financial statements for additional details.
◦Sigma Heating and Cooling and Omega Heat Pump (“Sigma & Omega”)
▪Acquired on April 15, 2025 for cash consideration of $143.3, net of (i) an adjustment to the purchase price of $0.3 recorded during the fourth quarter of 2025 related to acquired working capital and (ii) cash acquired of $0.2.
▪Post-acquisition operating results of Sigma & Omega are included within our HVAC reportable segment.
▪See Note 3 to our condensed consolidated financial statements for additional details.
◦Thermolec Ltd. (“Thermolec”)
▪Acquired on January 20, 2026 for cash consideration of $140.2, net of cash acquired of $1.3, and was funded through cash on hand.
▪The purchase price is subject to adjustment based upon the final settlement of working capital and cash as of the date of acquisition.
▪Post-acquisition operating results of Thermolec are included within our HVAC reportable segment.
◦Crawford United Corporation (“Crawford United”)
▪Acquired on February 6, 2026 for cash consideration of $299.4, net of cash acquired of $0.6.
▪The acquisition was funded by cash on hand as well as borrowings on our revolving credit facility.
▪Post-acquisition operating results of Crawford United's commercial air handling equipment businesses (“Crawford”) are included within our HVAC reportable segment.
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▪Crawford United's industrial and transportation products businesses (“Non-core businesses”), which includes businesses serving aerospace, defense, transportation, and marine markets, are non-core to our long-term strategy. These Non-core businesses were recorded as assets held for sale upon acquisition, with their results reported as discontinued operations while we identified a suitable buyer and executed our plan to sell these businesses within twelve months.
▪On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $60.0. In connection with the sale, we received net cash of $59.2, net of cash and debt contributed of $1.4 and $2.2, respectively, resulting in a loss of $5.7 recorded to “Loss on disposition of discontinued operation, net of tax” within the condensed consolidated statement of operations for the three months ended March 28, 2026. The sale price is subject to adjustment based on the final working capital and cash as of the date of sale.
•Changes in Estimated Value of an Equity Security - Filtran Group Equity, LLC (“Filtran”)
◦During the three months ended March 29, 2025, we recorded a gain of $4.5 within “Other income (expense), net” related to increases in the estimated value of an equity security in Filtran that we hold, with no change in the estimated value of the equity security recorded during the three months ended March 28, 2026.
◦See Note 17 to our condensed consolidated financial statements for additional details.
OVERVIEW OF OPERATING RESULTS
Revenues for the three months ended March 28, 2026 totaled $566.8, compared to $482.6 during the respective period in 2025. The increase in revenues during the three months ended March 28, 2026, compared to the respective prior-year period, was due primarily to (i) inorganic revenue growth resulting from the Sigma & Omega, Thermolec, and Crawford acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment, and (ii) organic revenue growth within the HVAC and Detection and Measurement reportable segments.
During the three months ended March 28, 2026, we generated operating income of $87.7, compared to $66.6 for the respective period in 2025.
RESULTS OF CONTINUING OPERATIONS
The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2025 Annual Report on Form 10-K. Interim results are not necessarily indicative of results for the full year. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27 dates of 2025. We had one less day in the first quarter of 2026 and will have one more day in the fourth quarter of 2026 than in the respective 2025 periods. It is not practicable to estimate the impact of the one less day on our consolidated operating results for the three months ended March 28, 2026, when compared to the consolidated operating results for the 2025 respective period.
Cyclicality of End Markets, Seasonality and Competition — The financial results of our businesses closely follow changes in the industries in which they operate and end markets in which they serve. In addition, certain of our businesses have seasonal fluctuations. For example, our heating businesses tend to be stronger in the third and fourth quarters, as customer buying habits are driven largely by seasonal weather patterns. In aggregate, our businesses tend to be stronger in the second half of the year.
Although our businesses operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment since none of our competitors offer all the same product lines or serve all the same markets as we do. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors.
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The following table provides selected financial information for the three months ended March 28, 2026 and March 29, 2025:
| Three months ended | |||||||||||||||||
| March 28, 2026 | March 29, 2025 | % Change | |||||||||||||||
| Revenues | $ | 566.8 | $ | 482.6 | 17.4 | ||||||||||||
| Gross profit | 230.6 | 195.9 | 17.7 | ||||||||||||||
| % of revenues | 40.7 | % | 40.6 | % | |||||||||||||
| Selling, general and administrative expense | 119.4 | 109.5 | 9.0 | ||||||||||||||
| % of revenues | 21.1 | % | 22.7 | % | |||||||||||||
| Selling, general and administrative — intangible amortization | 23.3 | 19.7 | 18.3 | ||||||||||||||
| Special charges, net | 0.2 | 0.1 | * | ||||||||||||||
| Other income (expense), net | (3.0) | 2.7 | * | ||||||||||||||
| Interest expense, net | (7.3) | (11.4) | (36.0) | ||||||||||||||
| Income from continuing operations before income taxes | 77.4 | 57.9 | 33.7 | ||||||||||||||
| Income tax provision | (13.0) | (6.2) | 109.7 | ||||||||||||||
| Income from continuing operations | 64.4 | 51.7 | 24.6 | ||||||||||||||
| Components of revenue increase: | |||||||||||||||||
| Organic | 7.4 | ||||||||||||||||
| Foreign currency | 1.0 | ||||||||||||||||
| Acquisitions | 9.0 | ||||||||||||||||
| Net revenue increase | 17.4 | ||||||||||||||||
* Not meaningful for comparison purposes.
Revenues — The increase in revenues for the three months ended March 28, 2026, compared to the respective period in 2025, was due primarily to (i) inorganic revenue growth resulting from the Sigma & Omega, Thermolec, and Crawford acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment, and (ii) organic revenue growth within the HVAC and Detection and Measurement reportable segments.
See “Results of Reportable Segments” for additional details.
Gross Profit — For the three months ended March 28, 2026, the increase in gross profit and gross profit as a percentage of revenues, compared to the respective period in 2025, was due primarily to (i) favorable product mix within the Detection and Measurement reportable segment, inclusive of higher software-as-a-service revenue within our transportation systems business which has higher than typical margins, and (ii) the impact of the organic and inorganic revenue growth mentioned above, partially offset by lower margins within our HVAC reportable segment driven by start-up costs and related inefficiencies associated with our capacity expansion initiatives.
Selling, General and Administrative (“SG&A”) Expense — For the three months ended March 28, 2026, the increase in SG&A expense, compared to the respective period in 2025, was due primarily to (i) increases in personnel costs due to annual merit increases and growth-related headcount additions, (ii) incremental SG&A resulting from the acquisitions of Sigma & Omega, Thermolec, Crawford and KTS of $1.9, and (iii) higher travel and advertising costs supporting our growth of $1.2, partially offset by lower acquisition and integration-related costs of $1.1.
Selling, General and Administrative — Intangible Amortization — For the three months ended March 28, 2026, the increase in intangible asset amortization expense, compared to the respective period in 2025, was primarily related to incremental amortization associated with (i) customer backlog from the Crawford acquisition and (ii) other intangible assets associated with the acquisitions of Sigma & Omega, Thermolec, Crawford and a full quarter's amortization related to the KTS acquisition.
Special Charges, net — Special charges, net for the three months ended March 28, 2026 and March 29, 2025 related primarily to severance costs associated with restructuring actions. See Note 7 to our condensed consolidated financial statements for additional details.
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Other Income (Expense), net — Other expense, net, for the three months ended March 28, 2026 was composed primarily of pension and postretirement expense of $1.3, environmental remediation charges of $1.2, expense derived from company-owned life insurance (“COLI”) policies of $0.4, and foreign currency transaction losses of $0.1.
Other income, net, for the three months ended March 29, 2025 was composed primarily of a gain of $4.5 related to a change in the net asset value of our equity security in Filtran and $1.7 of income derived from COLI policies, partially offset by environmental remediation charges of $1.2, pension and postretirement expense of $1.4 (including net settlement and actuarial losses of $0.8), foreign currency transaction losses of $0.5, and losses on disposal of property, plant and equipment of $0.4.
Interest Expense, net — Interest expense, net, includes both interest expense and interest income. The decrease in interest expense, net, during the three months ended March 28, 2026, compared to the respective period in 2025, was the result of lower average debt balances resulting from the repayment in the third quarter of 2025 of borrowings then-outstanding under our revolving credit facility from a portion of the net proceeds of the underwritten public offering of our common stock completed in that quarter. This was partially offset by borrowings associated with the Crawford United acquisition. Refer to Note 12 to the condensed consolidated financial statements for additional details.
Income Tax Provision — For the three months ended March 28, 2026, we recorded an income tax provision of $13.0 on $77.4 of pre-tax income from continuing operations, resulting in an effective rate of 16.8%. This compares to an income tax provision for the three months ended March 29, 2025 of $6.2 on $57.9 of pre-tax income from continuing operations, resulting in an effective rate of 10.7%. The most significant item impacting the income tax provision for the first quarters of 2026 and 2025 was $7.0 and $8.5, respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods.
RESULTS OF REPORTABLE SEGMENTS
The following information should be read in conjunction with our condensed consolidated financial statements and related notes. These results exclude the operating results of discontinued operations for all periods presented. See Note 6 to our condensed consolidated financial statements for a description of our reportable segments.
HVAC Reportable Segment
| Three months ended | |||||||||||||||||
| March 28, 2026 | March 29, 2025 | % Change | |||||||||||||||
| Revenues | $ | 394.0 | $ | 323.0 | 22.0 | ||||||||||||
| Income | 88.6 | 73.9 | 19.9 | ||||||||||||||
| % of revenues | 22.5 | % | 22.9 | % | |||||||||||||
| Components of revenue increase: | |||||||||||||||||
| Organic | 9.6 | ||||||||||||||||
| Foreign currency | 0.9 | ||||||||||||||||
| Acquisitions | 11.5 | ||||||||||||||||
| Net revenue increase | 22.0 | ||||||||||||||||
Revenues — For the three months ended March 28, 2026, the increase in revenues, compared to the respective period in 2025, was due primarily to inorganic revenue growth resulting from the Sigma & Omega, Thermolec, and Crawford acquisitions and organic revenue growth. The organic revenue growth was due primarily to (i) higher volumes of cooling products primarily associated with increased data center demand and higher throughput resulting from increased capacity and (ii) higher volumes of heating products.
Income — For the three months ended March 28, 2026, the increase in income, compared to the respective period in 2025, was primarily attributable to the revenue growth mentioned above. The decline in margin, compared to the respective period in 2025, was due primarily to incremental start-up costs and related inefficiencies associated with our capacity expansion initiatives, partially offset by leverage on fixed costs, particularly within SG&A expenses, driven by the higher volumes mentioned above.
Backlog — The segment had backlog of $755.3 and $451.3 as of March 28, 2026 and March 29, 2025, respectively. Backlog associated with the Crawford, Thermolec, and Sigma & Omega acquisitions totaled $73.1, $2.2, and $55.0, respectively, as of March 28, 2026.
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Detection and Measurement Reportable Segment
| Three months ended | |||||||||||||||||
| March 28, 2026 | March 29, 2025 | % Change | |||||||||||||||
| Revenues | $ | 172.8 | $ | 159.6 | 8.3 | ||||||||||||
| Income | 46.7 | 36.6 | 27.6 | ||||||||||||||
| % of revenues | 27.0 | % | 22.9 | % | |||||||||||||
| Components of revenue increase: | |||||||||||||||||
| Organic | 3.0 | ||||||||||||||||
| Foreign currency | 1.4 | ||||||||||||||||
| Acquisitions | 3.9 | ||||||||||||||||
| Net revenue increase | 8.3 | ||||||||||||||||
Revenues — For the three months ended March 28, 2026, the increase in revenues, compared to the respective period in 2025, was due primarily to inorganic revenue growth resulting from the KTS acquisition and organic revenue growth. The organic revenue growth was due primarily to higher volumes within our transportation systems business.
Project volumes, primarily within our communication technologies, aids to navigation, and transportation systems businesses, can vary from period to period based on the timing of project execution.
Income — For the three months ended March 28, 2026, the increases in income and margin, compared to the respective period in 2025, were primarily due to the revenue growth mentioned above and a more favorable product mix, inclusive of higher software-as-a-service revenue within our transportation systems business which has higher-than-typical margins.
Backlog — The segment had backlog of $333.0 and $345.5 as of March 28, 2026 and March 29, 2025, respectively.
CORPORATE AND OTHER EXPENSES
| Three months ended | |||||||||||||||||
| March 28, 2026 | March 29, 2025 | % Change | |||||||||||||||
| Total consolidated revenues | $ | 566.8 | $ | 482.6 | 17.4 | ||||||||||||
| Corporate expense | 14.5 | 14.0 | 3.6 | ||||||||||||||
| % of revenues | 2.6 | % | 2.9 | % | |||||||||||||
| Long-term incentive compensation expense | 3.7 | 3.7 | — | ||||||||||||||
Corporate Expense — Corporate expense generally relates to the personnel and general operating costs of our corporate headquarters in Charlotte, North Carolina. The increase in corporate expense during the three months ended March 28, 2026, compared to the respective period in 2025, was primarily due to higher expense related to acquisition and integration-related costs of $0.5, predominantly driven by the Crawford and Thermolec acquisitions.
Long-Term Incentive Compensation Expense — Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes.
See Note 14 to our condensed consolidated financial statements for further details on our long-term incentive compensation plans.
LIQUIDITY AND FINANCIAL CONDITION
Listed below are the cash flows from (used in) operating, investing, and financing activities and discontinued operations, as well as the net change in cash and equivalents for the three months ended March 28, 2026 and March 29, 2025.
| Three months ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Continuing operations: | |||||||||||
| Cash flows from (used in) operating activities | $ | 29.8 | $ | (10.4) | |||||||
| Cash flows used in investing activities | (455.0) | (306.6) | |||||||||
| Cash flows from financing activities | 157.6 | 335.7 | |||||||||
| Cash flows from (used in) discontinued operations | 60.0 | (0.5) | |||||||||
| Change in cash and equivalents due to changes in foreign currency exchange rates | (0.1) | 2.6 | |||||||||
| Net change in cash and equivalents | $ | (207.7) | $ | 20.8 | |||||||
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Operating Activities — The increase in cash flows from operating activities during the three months ended March 28, 2026, compared to the respective period in 2025, was due primarily to amounts paid into an escrow account during the first quarter of 2025 in connection with the KTS acquisition related to future service obligations of certain employees of $46.5, as well as the increase in income, exclusive of non-cash items, generated from continuing operations during the three months ended March 28, 2026. This increase was partially offset by growth-related increases to working capital, inclusive of growth in inventory to support our higher backlog.
Investing Activities — Cash flows used in investing activities for the three months ended March 28, 2026 were comprised primarily of net cash utilized in the acquisitions of Thermolec and Crawford of $439.6 and capital expenditures of $18.5 (inclusive of $10.8 related to capacity expansions for our engineered air movement and handling and cooling products businesses within the HVAC reportable segment), partially offset by net proceeds from COLI policies of $3.1.
Cash flows used in investing activities for the three months ended March 29, 2025 were comprised primarily of net cash utilized in acquisitions, including KTS, of $304.1 and capital expenditures of $5.5, partially offset by net proceeds from COLI policies of $3.0.
Financing Activities — Cash flows from financing activities for the three months ended March 28, 2026 were comprised of net borrowings under our credit facilities and trade receivables financing arrangement of $150.0 and $22.0, respectively, primarily in connection with the Crawford acquisition and net borrowings under our other various debt instruments of $0.2. These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $14.6.
Cash flows from financing activities for the three months ended March 29, 2025 were comprised of net borrowings under our credit facilities and trade receivables financing arrangement of $295.0 and $50.0, respectively, primarily in connection with the KTS acquisition and net borrowings under our other various debt instruments of $0.5. These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $9.8.
Discontinued Operations — Cash flows from discontinued operations for the three months ended March 28, 2026 relate primarily to proceeds from the sale of the Non-core businesses of $59.2, net of cash and debt contributed of $1.4 and $2.2, respectively, and cash generated from the Non-core businesses during the period of ownership.
Cash flows used in discontinued operations for the three months ended March 29, 2025 related primarily to disbursements for costs incurred to support our wound-down DBT Technologies (PTY) LTD (“DBT”) subsidiary through actions associated with the liquidation of a subcontractor.
Change in Cash and Equivalents due to Changes in Foreign Currency Exchange Rates — Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during the first quarters of 2026 and 2025.
Borrowings and Availability
Borrowings — The following summarizes our debt activity (both current and non-current) for the three months ended March 28, 2026.
| December 31, 2025 | Borrowings | Repayments | Other(5) | March 28, 2026 | |||||||||||||||||||||||||
Revolving loans(1) | $ | — | $ | 189.5 | $ | (39.5) | $ | — | $ | 150.0 | |||||||||||||||||||
Term loan(2) | 499.1 | — | — | 0.1 | 499.2 | ||||||||||||||||||||||||
Trade receivables financing arrangement(3) | — | 111.0 | (89.0) | — | 22.0 | ||||||||||||||||||||||||
Other indebtedness(4) | 2.5 | 0.2 | — | 0.1 | 2.8 | ||||||||||||||||||||||||
| Total debt | 501.6 | $ | 300.7 | $ | (128.5) | $ | 0.2 | 674.0 | |||||||||||||||||||||
| Less: short-term debt | 1.4 | 23.6 | |||||||||||||||||||||||||||
| Less: current maturities of long-term debt | 3.5 | 6.7 | |||||||||||||||||||||||||||
| Total long-term debt | $ | 496.7 | $ | 643.7 | |||||||||||||||||||||||||
__________________________
(1)The revolving credit facility extends through September 9, 2030 under the terms of the agreement governing our senior credit facilities and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as a partial funding mechanism for the Crawford acquisition.
(2)The term loan is repayable in quarterly installments equal to 0.625% of the initial term loan balance of $500.0, beginning in December 2026 and in the first three quarters of 2027, and 1.25% during the fourth quarter of 2027, and all quarters of 2028 and 2029, and the first two quarters of 2030. The remaining balances are payable in full on September 9, 2030. Balances are net of unamortized debt issuance costs of $0.8 and $0.9 at March 28, 2026 and December 31, 2025, respectively.
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(3)Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At March 28, 2026, we had $72.3 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $22.0.
(4)Primarily includes balances under a purchase card program of $1.6 and $1.4 and finance lease obligations of $1.2 and $1.1 at March 28, 2026 and December 31, 2025, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
(5)“Other” includes the amortization of debt issuance costs associated with the term loan.
At March 28, 2026, we were in compliance with all covenants of the agreement governing our senior credit facilities.
Availability — At March 28, 2026, we had $1,347.3 of available borrowing capacity under our revolving credit facility, after giving effect to borrowings under the domestic revolving loan facility of $150.0 and $2.7 reserved for outstanding letters of credit. In addition, at March 28, 2026, we had $17.1 of available issuance capacity under our foreign credit instrument facilities after giving effect to $7.9 reserved for outstanding letters of credit.
Financing instruments may be used from time to time including, but not limited to, public and private debt and equity offerings, operating leases, finance leases and securitizations. We expect that we will continue to access these markets as appropriate to maintain liquidity and to provide sources of funds for general corporate purposes, acquisitions or to refinance existing debt.
We have investments in COLI policies, which are recorded at their cash surrender value of $59.9 and $60.3 at March 28, 2026 and December 31, 2025, respectively. We have the ability to borrow against a portion of our investment in the COLI policies as an additional source of liquidity. There were no amounts borrowed at March 29, 2025 and December 31, 2025. Any amounts borrowed would incur interest at a rate of 5.3%. At March 28, 2026, we had capacity to borrow approximately $34.0 against these policies. See Note 12 to the condensed consolidated financial statements for additional information.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, COLI policies, and foreign currency forward contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world. We periodically evaluate the credit standing of these financial institutions.
We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced, and believe we are not exposed to, significant risk of loss in these accounts.
We have credit loss exposure in the event of nonperformance by counterparties to the above financial instruments, but have no other off-balance-sheet credit risk of accounting loss. We anticipate, however, that counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk, but we do monitor the credit standing of counterparties.
Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. Credit risks are mitigated by performing ongoing credit evaluations of our customers’ financial conditions and obtaining collateral, advance payments, or other security when appropriate. No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.
Other Matters
Contractual Obligations — Other than the borrowings under our revolving loan facility in connection with the Crawford United acquisition discussed above, there have been no material changes in the amounts of our contractual obligations from those disclosed in our 2025 Annual Report on Form 10-K. Our total net liabilities for unrecognized tax benefits including interest were $6.9 as of March 28, 2026.
Contingencies and Other Matters — Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”). These claims relate to litigation matters (e.g., contracts, intellectual property, and competitive claims), environmental matters, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate. We accrue for these contingencies when we believe a liability is probable and can be reasonably estimated. As events change and resolutions occur,
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these accruals may be adjusted and could differ materially from amounts originally estimated. See Note 15 to the condensed consolidated financial statements for a further discussion of contingencies and other matters.
Our Certificate of Incorporation provides that we shall indemnify our officers and directors to the fullest extent permitted by the Delaware General Corporation Law for any personal liability in connection with their employment or service with us. While we maintain insurance for this type of liability, the liability could exceed the amount of the insurance coverage.
In addition, you should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Other Matters” herein, and “Risk Factors” in our 2025 Annual Report on Form 10-K, as well as similar sections in any future filings for an understanding of the risks, uncertainties, and trends facing our businesses.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties are discussed in our 2025 Annual Report on Form 10-K, the discussion within which is incorporated herein by reference. We have affected no material change in either our critical accounting policies or use of estimates since the filing of our 2025 Annual Report on Form 10-K.
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Management does not believe our exposure to market risk has significantly changed since December 31, 2025 and does not believe that such risks will result in significant adverse impacts to our financial condition, results of operations or cash flows.
ITEM 4. Controls and Procedures
SPX management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(b), as of March 28, 2026. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 28, 2026.
Changes in Internal Control Over Financial Reporting
In connection with the evaluation by SPX management, including the Chief Executive Officer and the Chief Financial Officer, of our internal control over financial reporting, pursuant to Exchange Act Rule 13a-15(d), no changes during the quarter ended March 28, 2026 were identified that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. Legal Proceedings
The information required by this Item is incorporated by reference from the footnotes to the condensed consolidated financial statements, specifically Note 15, included under Part I of this Form 10-Q.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. Other than as noted below, there have been no material changes to our risk factors as previously disclosed in our 2025 Annual Report on Form 10-K.
The conflict between the United States, Israel, and Iran and related geopolitical instability may adversely affect our business.
In February 2026, a conflict arose in the Middle East involving primarily the United States, Israel and Iran. Although we do not have operations in the Middle East, the ongoing conflict, including additional military actions, retaliatory measures, sanctions, continued disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, has and could continue to lead to significant disruption of global energy supplies and increases in global energy prices, heightened inflationary pressures on our raw material costs and supply chain, and adversely affect global supply chains, energy markets, commodity prices, currency exchange rates, interest rates, financial markets and overall global macroeconomic conditions. While we do not expect that the impact of the conflict between the United States, Israel, and Iran will have a direct adverse effect on our business, we are unable to predict the extent or nature of any of these indirect impacts from the continuation of this conflict on our business, financial condition and results of operations at this time, and such impacts could be material.
Recent and proposed actions with respect to U.S. tariffs could materially adversely affect our business and results of operations.
In 2025, the U.S. government imposed a series of tariffs on many U.S. trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”). On February 20, 2026, the United States Supreme Court issued a ruling invalidating tariffs previously imposed under IEEPA. Following the Supreme Court’s decision, the U.S. government announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from many countries, in addition to any existing non-IEEPA tariffs. While the Company has substantially been able to mitigate the impact of tariffs, including tariffs under IEEPA, through pricing and other actions, it may be unable to do so under recently announced or future U.S. tariffs, including the tariffs imposed by executive proclamation on April 2, 2026 under Section 232 of the Trade Expansion Act of 1962 (the “Section 232 Tariffs”) on imported goods that include aluminum, steel or copper. Generally, the Section 232 Tariffs are based on the full customs value of goods that include any of the covered metals rather than being based on the portion of the covered metal included in the imported good as applied under the tariffs previously imposed. There is uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended. Such tariff actions, including the Section 232 Tariffs, could have a material adverse impact on our business, results of operations and cash flows.
As a result of the Supreme Court’s decision invalidating the tariffs imposed by the U.S. government in 2025 under IEEPA, entities that paid such tariffs, including the Company, are entitled to seek refunds the U.S. government for payments of the invalidated tariffs. The ultimate availability, timing, and amount of any such refunds we may receive is uncertain and could be subject to further legal, regulatory, and administrative developments.
ITEM 5. Other Information
No director or officer of SPX adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or adopted , modified, or terminated a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the three months ended March 28, 2026.
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ITEM 6. Exhibits
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL) | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definitions Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101.*) | ||||
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SIGNATURES
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 thereunto duly authorized.
| SPX TECHNOLOGIES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: April 30, 2026 | By | /s/ Eugene J. Lowe, III | |||||||||
| President and Chief Executive Officer | |||||||||||
| Date: April 30, 2026 | By | /s/ Mark A. Carano | |||||||||
| Vice President, Chief Financial Officer and Treasurer | |||||||||||
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FAQ
How did SPX Technologies (SPXC) perform financially this quarter?
SPX Technologies grew revenue to $566.8 million from $482.6 million and increased income from continuing operations to $64.4 million from $51.7 million. Diluted EPS from continuing operations rose to $1.27 from $1.10, showing stronger profitability despite higher amortization and deal-related expenses.
What major acquisitions did SPX Technologies (SPXC) complete in the quarter?
SPX Technologies completed the acquisitions of Thermolec and Crawford United. It paid $140.2 million for Thermolec and $299.4 million for Crawford United. Both businesses are reported within the HVAC segment and added goodwill and significant definite-lived intangible assets to the balance sheet.
How did acquisitions and divestitures affect SPX Technologies’ results?
Thermolec and Crawford contributed first-quarter revenues of $7.4 million and $13.1 million, respectively, but also added intangible amortization and inventory step-up charges. SPX sold Crawford’s non-core businesses for $60.0 million cash, recording a $5.7 million loss on disposition within discontinued operations.
What is the cash and debt position of SPX Technologies (SPXC)?
At quarter-end, SPX Technologies held $158.3 million of cash and equivalents versus $366.0 million previously, mainly due to acquisitions. Total debt increased to $674.0 million from $501.6 million, including a $499.2 million term loan and $150.0 million drawn on the revolving credit facility.
How did SPX Technologies’ operating cash flow change year over year?
Net cash from operating activities improved to $30.6 million, compared with a use of $10.9 million in the prior-year quarter. The shift mainly reflects higher income from continuing operations and more favorable working capital movements, partially offset by increased inventories and acquisition-related items.
Which segments drove SPX Technologies’ revenue growth?
The HVAC segment increased revenue to $394.0 million from $323.0 million, supported by cooling and hydronic heating products and recent acquisitions. Detection and Measurement revenue rose to $172.8 million from $159.6 million, with growth in communication technologies and underground locator and inspection solutions.
What is SPX Technologies’ outlook on intangible amortization expense?
Following the Thermolec and Crawford acquisitions, SPX Technologies expects annual intangible amortization of approximately $105.0 million for 2026, $92.0 million for 2027, and $87.0 million for the subsequent three years. These non-cash expenses will continue to affect reported operating income and net earnings.