# Lincoln Electric Holdings (LECO) 10-Q SEC filing - Q2 FY2026
- Filed: Jul 30, 2026, 11:41 AM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0000059527-26-000022
- OpenCapital page: https://www.opencapital.sh/filings/0000059527-26-000022
- Markdown URL: https://www.opencapital.sh/filings/0000059527-26-000022.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/0000059527-26-000022-index.htm
## Filing documents
- [10-Q (leco-20260630x10q.htm)](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630x10q.htm)
- [EX-10.1 (leco-20260630xex10d1.htm)](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630xex10d1.htm)
- [EX-31.1 (leco-20260630xex31d1.htm)](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630xex31d1.htm)
- [EX-31.2 (leco-20260630xex31d2.htm)](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630xex31d2.htm)
- [EX-32.1 (leco-20260630xex32d1.htm)](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630xex32d1.htm)
---
## 10-Q
SEC source: [leco-20260630x10q.htm](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630x10q.htm)
**UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM** **10-Q**
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended **June 30, 2026**
or
☐ 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: 0-1402
**LINCOLN ELECTRIC HOLDINGS, INC.**
(Exact name of registrant as specified in its charter)
| | |
| --- | --- |
| Ohio | 34-1860551 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 22801 St. Clair Avenue, Cleveland, Ohio | 44117 |
| (Address of principal executive offices) | (Zip Code) |
(216) 481-8100
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of exchange on which registered
Common Shares, without par value LECO The NASDAQ Stock Market LLC
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “small reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ 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 ⌧
The number of shares outstanding of the registrant’s common shares as of June 30, 2026 was 54,505,757.
TABLE OF CONTENTS
| [PART I. FINANCIAL INFORMATION](#PARTIFINANCIALINFORMATION_969631) | | 3 |
| --- | --- | --- |
| [Item 1. Financial Statements](#ITEM1FINANCIALSTATEMENTS_135459) | | 3 |
| [CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)](#CONSOLIDATEDSTATEMENTSOFINCOME_539723) | | 3 |
| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC) | | 4 |
| [CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)](#CONDENSEDCONSOLIDATEDBALANCESHEETS_89313) | | 5 |
| [CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)](#CONSOLIDATEDSTATEMENTSOFEQUITY_805684) | | 6 |
| [CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_420603) | | 8 |
| [NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS](#NOTE1SIGNIFICANTACCOUNTINGPOLICIES_83834) | | 9 |
| [Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM2MANAGEMENTSDISCUSSIONANDANALYSISOFF) | | 24 |
| [Item 3. Quantitative and Qualitative Disclosures About Market Risk](#ITEM3QUANTITATIVEANDQUALITATIVEDISCLOSUR) | | 35 |
| [Item 4. Controls and Procedures](#ITEM4CONTROLSANDPROCEDURES_190585) | | 35 |
| [PART II. OTHER INFORMATION](#PARTIIOTHERINFORMATION_722565) | | 35 |
| [Item 1. Legal Proceedings](#ITEM1LEGALPROCEEDINGS_898187) | | 35 |
| [Item 1A. Risk Factors](#ITEM1ARISKFACTORS_124067) | | 35 |
| [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#ITEM2UNREGISTEREDSALESOFEQUITYSECURITIES) | | 36 |
| [Item 4. Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_832070) | | 36 |
| [Item 5. Other Information](#ITEM5OTHERINFORMATION) | | 36 |
| [Item 6. Exhibits](#_ITEM_6._EXHIBITS) | | 37 |
| [Signatures](#SIGNATURES_235176) | | 38 |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
PART I. FINANCIAL INFORMATION
## ITEM 1. FINANCIAL STATEMENTS
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net sales (Note 2) | $1,219,663 | $1,088,673 | $2,341,097 | $2,093,061 |
| Cost of goods sold | 770,667 | 683,126 | 1,492,969 | 1,322,066 |
| Gross profit | 448,996 | 405,547 | 848,128 | 770,995 |
| Selling, general & administrative expenses | 224,871 | 210,861 | 435,682 | 407,526 |
| Rationalization and asset impairment net charges (Note 6) | 3,481 | 2,542 | 5,644 | 6,407 |
| Operating income | 220,644 | 192,144 | 406,802 | 357,062 |
| Interest expense, net | 12,521 | 12,619 | 25,895 | 24,746 |
| Other (expense) income | (241) | 4,034 | 329 | 4,478 |
| Income before income taxes | 207,882 | 183,559 | 381,236 | 336,794 |
| Income taxes (Note 11) | 49,363 | 40,163 | 86,335 | 74,911 |
| Net income | $158,519 | $143,396 | $294,901 | $261,883 |
| Basic earnings per share (Note 3) | $2.90 | $2.58 | $5.39 | $4.69 |
| Diluted earnings per share (Note 3) | $2.88 | $2.56 | $5.34 | $4.66 |
| Cash dividends declared per share | $0.79 | $0.75 | $1.58 | $1.50 |
See notes to these consolidated financial statements.
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands)
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net income | $158,519 | $143,396 | $294,901 | $261,883 |
| Other comprehensive (loss) income, net of tax: | | | | |
| Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges | (176) | 173 | (1,499) | 1,002 |
| Defined benefit pension plan activity | 13 | (37) | (43) | (1,322) |
| Currency translation adjustment | 436 | 60,119 | (6,023) | 89,798 |
| Other comprehensive income (loss): | 273 | 60,255 | (7,565) | 89,478 |
| Comprehensive income | $158,792 | $203,651 | $287,336 | $351,361 |
See notes to these consolidated financial statements.
LINCOLN ELECTRIC HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
_(UNAUDITED) · (NOTE 1)_
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| ASSETS | | |
| Current Assets | | |
| Cash and cash equivalents | $242,443 | $308,789 |
| Accounts receivable (less allowance for doubtful accounts of $10,510 in 2026; $11,326 in 2025) | 586,348 | 538,791 |
| Inventories (Note 8) | 690,543 | 633,364 |
| Other current assets | 241,216 | 258,568 |
| Total Current Assets | 1,760,550 | 1,739,512 |
| Property, plant and equipment (less accumulated depreciation of $965,937 in 2026; $942,806 in 2025) | 731,762 | 702,762 |
| Goodwill | 885,232 | 886,686 |
| Other assets | 435,766 | 448,617 |
| TOTAL ASSETS | $3,813,310 | $3,777,577 |
| LIABILITIES AND EQUITY | | |
| Current Liabilities | | |
| Short-term debt (Note 10) | — | $143,780 |
| Trade accounts payable | 447,437 | 364,934 |
| Accrued employee compensation and benefits | 156,479 | 116,158 |
| Other current liabilities | 284,167 | 331,819 |
| Total Current Liabilities | 888,083 | 956,691 |
| Long-term debt, less current portion (Note 10) | 1,150,054 | 1,150,228 |
| Other liabilities | 220,993 | 200,864 |
| Total Liabilities | 2,259,130 | 2,307,783 |
| Shareholders' Equity | | |
| Common shares, without par value - at stated capital amount; authorized 240,000,000 shares; issued 98,581,434 shares in 2026 and 2025; outstanding 54,505,757 shares in 2026 and 54,845,950 in 2025 | 9,858 | 9,858 |
| Additional paid-in capital | 617,879 | 601,566 |
| Retained earnings | 4,548,978 | 4,342,080 |
| Accumulated other comprehensive loss | (213,496) | (205,931) |
| Treasury shares, at cost - 44,075,677 shares in 2026 and 43,735,484 shares in 2025 | (3,409,039) | (3,277,779) |
| Total Equity | 1,554,180 | 1,469,794 |
| TOTAL LIABILITIES AND TOTAL EQUITY | $3,813,310 | $3,777,577 |
See notes to these consolidated financial statements.
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
(In thousands, except per share amounts)
| Line item | Common / Shares / Outstanding | Common / Shares | Additional / Paid-In / Capital | Retained / Earnings | Accumulated / Other / Comprehensive / Income (Loss) | Treasury / Shares | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | 54,846 | $9,858 | $601,566 | $4,342,080 | $(205,931) | $(3,277,779) | $1,469,794 |
| Net income | | | | 136,382 | | | 136,382 |
| Defined benefit pension plan activity, net of tax | | | | | (56) | | (56) |
| Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax | | | | | (1,323) | | (1,323) |
| Currency translation adjustment, net of tax | | | | | (6,459) | | (6,459) |
| Cash dividends declared – $0.79 per share | | | | (43,408) | | | (43,408) |
| Stock-based compensation activity | 151 | | 16,670 | | | 1,469 | 18,139 |
| Purchase of shares for treasury | (210) | | | | | (56,670) | (56,670) |
| Other | | | (5,845) | 706 | | | (5,139) |
| Balance at March 31, 2026 | 54,787 | $9,858 | $612,391 | $4,435,760 | $(213,769) | $(3,332,980) | $1,511,260 |
| Net income | | | | 158,519 | | | 158,519 |
| Defined benefit pension plan activity, net of tax | | | | | 13 | | 13 |
| Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax | | | | | (176) | | (176) |
| Currency translation adjustment, net of tax | | | | | 436 | | 436 |
| Cash dividends declared – $0.79 per share | | | | (43,591) | | | (43,591) |
| Stock-based compensation activity | 6 | | 4,812 | | | 62 | 4,874 |
| Purchase of shares for treasury | (287) | | | | | (76,121) | (76,121) |
| Other | | | 676 | (1,710) | | | (1,034) |
| Balance at June 30, 2026 | 54,506 | $9,858 | $617,879 | $4,548,978 | $(213,496) | $(3,409,039) | $1,554,180 |
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
(In thousands, except per share amounts)
| Line item | Common / Shares / Outstanding | Common / Shares | Additional / Paid-In / Capital | Retained / Earnings | Accumulated / Other / Comprehensive / Income (Loss) | Treasury / Shares | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2024 | 56,211 | $9,858 | $566,740 | $3,993,016 | $(300,135) | $(2,942,046) | $1,327,433 |
| Net income | | | | 118,487 | | | 118,487 |
| Defined benefit pension plan activity, net of tax | | | | | (1,285) | | (1,285) |
| Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax | | | | | 829 | | 829 |
| Currency translation adjustment, net of tax | | | | | 29,679 | | 29,679 |
| Cash dividends declared – $0.75 per share | | | | (42,073) | | | (42,073) |
| Stock-based compensation activity | 157 | | 13,105 | | | 1,501 | 14,606 |
| Purchase of shares for treasury | (542) | | | | | (106,694) | (106,694) |
| Other | | | 1,405 | (2,217) | | | (812) |
| Balance at March 31, 2025 | 55,826 | $9,858 | $581,250 | $4,067,213 | $(270,912) | $(3,047,239) | $1,340,170 |
| Net income | | | | 143,396 | | | 143,396 |
| Defined benefit pension plan activity, net of tax | | | | | (37) | | (37) |
| Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax | | | | | 173 | | 173 |
| Currency translation adjustment, net of tax | | | | | 60,119 | | 60,119 |
| Cash dividends declared – $0.75 per share | | | | (41,080) | | | (41,080) |
| Stock-based compensation activity | 8 | | 3,985 | | | 80 | 4,065 |
| Purchase of shares for treasury | (648) | | | | | (127,130) | (127,130) |
| Other | | | 999 | (1,062) | | | (63) |
| Balance at June 30, 2025 | 55,186 | $9,858 | $586,234 | $4,168,467 | $(210,657) | $(3,174,289) | $1,379,613 |
LINCOLN ELECTRIC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | |
| Net income | $294,901 | $261,883 |
| Adjustments to reconcile Net income to Net cash provided by operating activities: | | |
| Depreciation and amortization | 51,978 | 48,246 |
| Deferred income taxes | 18,492 | (26,342) |
| Stock-based compensation | 14,455 | 12,277 |
| Other, net | (1,736) | (179) |
| Changes in operating assets and liabilities, net of effects from acquisitions: | | |
| Increase in accounts receivable | (48,609) | (52,208) |
| Increase in inventories | (60,153) | (47,648) |
| Decrease (increase) in other current assets | 18,149 | (3,408) |
| Increase in trade accounts payable | 83,216 | 68,092 |
| (Decrease) increase in other current liabilities | (11,288) | 68,579 |
| Net change in other assets and liabilities | (3,471) | 229 |
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 355,934 | 329,521 |
| CASH FLOWS FROM INVESTING ACTIVITIES | | |
| Capital expenditures | (70,600) | (52,392) |
| Acquisition of businesses, net of cash acquired | 140 | (32,309) |
| Proceeds from sale of property, plant and equipment | 1,256 | 5,231 |
| NET CASH USED BY INVESTING ACTIVITIES | (69,204) | (79,470) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Payments on short-term borrowings, net | (143,889) | (5,206) |
| Payments on long-term borrowings | — | (169) |
| Proceeds from exercise of stock options | 8,559 | 6,394 |
| Purchase of shares for treasury | (132,792) | (233,824) |
| Cash dividends paid to shareholders | (87,466) | (84,904) |
| NET CASH USED BY FINANCING ACTIVITIES | (355,588) | (317,709) |
| Effect of exchange rate changes on Cash and cash equivalents | 2,512 | (10,123) |
| DECREASE IN CASH AND CASH EQUIVALENTS | (66,346) | (77,781) |
| Cash and cash equivalents at beginning of period | 308,789 | 377,262 |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $242,443 | $299,481 |
See notes to these consolidated financial statements.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**
**Dollars in thousands, except per share amounts**
### NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest (the “Company”) after elimination of all inter-company accounts, transactions and profits.
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these unaudited consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. However, in the opinion of management, these unaudited consolidated financial statements contain all the adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
The accompanying Condensed Consolidated Balance Sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Certain reclassifications have been made to the prior period amounts to conform to the current period presentation, none of which are material.
New Accounting Pronouncements:
This section provides a description of new accounting pronouncements (“Accounting Standards Updates” or “ASUs”) issued by the Financial Accounting Standards Board (“FASB”) that are applicable to the Company.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
The Company is currently evaluating the impact on its financial statements of the following ASUs:
**Standard** **Description**
ASU No. 2025-09, *Derivatives and Hedging*, issued November 2025 Updates hedge accounting guidance to better align financial reporting with risk management activities. The amendments are effective for annual periods beginning after December 15, 2026 and interim periods within those annual reporting periods. Early adoption is permitted.
ASU No. 2025-06, *Goodwill and Other – Internal-Use Software*, issued September 2025 Updates requirements for capitalization of internal-use software costs. The amendments are effective for annual periods beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted.
ASU No. 2024-03, *Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures*, issued November 2024 Requires enhanced disclosures of specified information about certain costs and expenses. The amendments are effective for annual periods beginning January 1, 2027, and interim periods beginning January 1, 2028. Early adoption is prohibited.
### NOTE 2 — REVENUE RECOGNITION
The following table presents the Company’s Net sales disaggregated by product line:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Consumables | $688,009 | $594,646 | $1,324,018 | $1,115,249 |
| Equipment | 302,581 | 277,611 | 577,738 | 546,118 |
| Automation | 229,073 | 216,416 | 439,341 | 431,694 |
| Net sales | $1,219,663 | $1,088,673 | $2,341,097 | $2,093,061 |
Consumable sales consist of welding, brazing and soldering filler metals. Equipment sales consist of arc welding equipment, laser, plasma and oxyfuel cutting systems, wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, mobile power equipment, wear solutions, software and education solutions. Automation sales consist of a comprehensive portfolio of solutions for joining, cutting, material handling, module assembly, and end of line testing. Consumable and Equipment products are sold within each of the Company’s operating segments. Automation products are sold within the Company’s Americas Welding and International Welding operating segments.
Within the Automation product line, there are certain customer contracts related to automation products that may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers or using expected cost plus margin. Approximately 10% of the Company’s consolidated Net sales are recognized over time.
At June 30, 2026, the Company recorded $41,105 related to advance customer payments and $41,855 related to billings in excess of revenue recognized. These contract liabilities are included in Other current liabilities in the Condensed Consolidated Balance Sheets. At December 31, 2025, the balances related to advance customer payments and billings in excess of revenue recognized were $49,451 and $62,778, respectively. Substantially all of the Company’s contract liabilities are recognized within twelve months based on contract duration. The Company records an asset for contracts where it has recognized revenue, but has not yet invoiced the customer for goods or services.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
At June 30, 2026 and December 31, 2025, the Company recorded $77,035 and $78,211, respectively, related to these contract assets which are included in Other current assets in the Condensed Consolidated Balance Sheets. Contract asset amounts are expected to be billed within the next twelve months.
### NOTE 3 — EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Numerator: | | | | |
| Net income | $158,519 | $143,396 | $294,901 | $261,883 |
| Denominator (shares in 000's): | | | | |
| Basic weighted average shares outstanding | 54,662 | 55,545 | 54,742 | 55,801 |
| Effect of dilutive securities - Stock options and awards | 440 | 423 | 464 | 441 |
| Diluted weighted average shares outstanding | 55,102 | 55,968 | 55,206 | 56,242 |
| Basic earnings per share | $2.90 | $2.58 | $5.39 | $4.69 |
| Diluted earnings per share | $2.88 | $2.56 | $5.34 | $4.66 |
For the three months ended June 30, 2026 and 2025, common shares subject to equity-based awards of 37,641 and 27,376, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive. For the six months ended June 30, 2026 and 2025, common shares subject to equity-based awards of 50,156 and 33,692, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.
### **NOTE 4 — ACQUISITIONS**
The acquired company discussed below is accounted for as a business combination and is included in the consolidated financial statements as of the date of acquisition. The acquired company is not material to the actual or pro forma Consolidated Statements of Income or Consolidated Statements of Cash Flows; as such, pro forma information related to this acquisition has not been presented.
On April 1, 2025, the Company acquired a 35% ownership interest in Alloy Steel Australia (Int) Pty Ltd. (“Alloy Steel”), a privately held manufacturer of maintenance and repair solutions headquartered in Perth, Australia. On August 1, 2025, the Company acquired the remaining 65% ownership interest in Alloy Steel. In total, the Company acquired 100% ownership of Alloy Steel for a total purchase price of $131,154, net of cash acquired and certain debt-like items. Alloy Steel supplies proprietary technology, engineering services and digital monitoring to the mining sector.
The Company recognized acquisition costs of $356 during the six months ended June 30, 2026, and $429 and $1,231 during the three and six months ended June 30, 2025, respectively. Acquisition costs are included in Selling, general & administrative expenses on the Consolidated Statements of Income and are expensed as incurred.
### NOTE 5 — SEGMENT INFORMATION
The Company is a high-performance industrial machinery and technology leader who helps customers manufacture and maintain vital equipment and infrastructure. The Company’s innovative solutions enable higher quality and productivity across a variety of processes including welding, cutting, brazing, machining, process automation, and field repair.
The Company’s products include arc welding equipment, filler metals (welding, brazing and soldering consumables), cutting systems (laser, plasma and oxyfuel), wire feeding systems, fume control equipment, welding accessories,
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
specialty gas regulators, mobile power equipment, wear solutions, software, and education solutions; as well as a comprehensive portfolio of automated solutions and system integration services for joining, cutting, material handling, module assembly, and end of line testing. Services include additive manufacturing, precision fabrication, wear services, upfitting, and training.
The Company has aligned its organizational and leadership structure into three operating segments to support growth strategies and enhance the utilization of the Company’s worldwide resources and global sourcing initiatives. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global cutting, soldering and brazing businesses, specialty gas equipment, as well as its retail business in the United States.
Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the adjusted earnings before interest and income taxes ("Adjusted EBIT") profit measure. Adjusted EBIT is defined as Operating income plus Other income (expense), adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM uses segment Adjusted EBIT to allocate resources for each segment predominantly in establishing the Company’s long-term strategy and in developing the annual budget. The CODM considers actual performance using Adjusted EBIT when making decisions about allocating capital and resources to the segments.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
The following tables present Adjusted EBIT by segment and other segment information:
| Three Months Ended June 30, 2026 | Americas / Welding | International / Welding | The Harris / Products / Group | Total |
| --- | --- | --- | --- | --- |
| Net sales | $774,438 | $243,292 | $201,933 | $1,219,663 |
| Inter-segment sales | 28,904 | 7,564 | 4,972 | 41,440 |
| | 803,342 | 250,856 | 206,905 | 1,261,103 |
| Reconciliation to Consolidated Net sales | | | | |
| Elimination of inter-segment sales | | | | (41,440) |
| Net sales | | | | $1,219,663 |
| Cost of goods sold | 486,477 | 175,789 | 148,938 | |
| Other segment expenses (1) (3) | 159,782 | 50,754 | 15,901 | |
| Addback: Special items charge (1) | (1,012) | (2,282) | (187) | |
| Segment Adjusted EBIT | $158,095 | $26,595 | $42,253 | $226,943 |
| Other Segment Information | | | | |
| Capital expenditures | $(21,958) | $(6,370) | $(3,109) | $(31,437) |
| Depreciation and amortization | 17,868 | 6,671 | 2,590 | 27,129 |
| Three Months Ended June 30, 2025 | | | | |
| Net sales | $696,730 | $232,824 | $159,119 | $1,088,673 |
| Inter-segment sales | 43,391 | 7,641 | 5,110 | 56,142 |
| | 740,121 | 240,465 | 164,229 | 1,144,815 |
| Reconciliation to Consolidated Net sales | | | | |
| Elimination of inter-segment sales | | | | (56,142) |
| Net sales | | | | $1,088,673 |
| Cost of goods sold | 449,197 | 170,287 | 117,975 | |
| Other segment expenses (2) (3) | 153,914 | 41,179 | 14,456 | |
| Addback: Special items charge (2) | (905) | (1,551) | (86) | |
| Segment Adjusted EBIT | $137,915 | $30,550 | $31,884 | $200,349 |
| Other Segment Information | | | | |
| Capital expenditures | $(19,972) | $(4,609) | $(862) | $(25,443) |
| Depreciation and amortization | 17,139 | 5,485 | 2,598 | 25,222 |
(1) In the three months ended June 30, 2026, special items within Other segment expenses primarily include Rationalization and asset impairment net charges of $1,012, $2,282, and $187 in Americas Welding, International Welding, and The Harris Products Group, respectively, as discussed in Note 6.
(2) In the three months ended June 30, 2025, special items within Other segment expenses primarily include Rationalization and asset impairment net charges of $905, $1,551, and $86 in Americas Welding, International Welding, and The Harris Products Group, respectively, as discussed in Note 6.
(3) Other segment expenses primarily include:
a. Selling, general & administrative expenses – including bonus and research and development expenses.
b. Rationalization and asset impairment net charges – refer to Note 6 for further discussion.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
| Six Months Ended June 30, 2026 | Americas / Welding | International / Welding | The Harris / Products / Group | Total |
| --- | --- | --- | --- | --- |
| Net sales | $1,480,663 | $470,327 | $390,107 | $2,341,097 |
| Inter-segment sales | 65,613 | 13,371 | 9,636 | 88,620 |
| | 1,546,276 | 483,698 | 399,743 | 2,429,717 |
| Reconciliation to Consolidated Net sales | | | | |
| Elimination of inter-segment sales | | | | (88,620) |
| Net sales | | | | $2,341,097 |
| Cost of goods sold | 951,367 | 342,873 | 286,538 | |
| Other segment expenses (1) (3) | 310,931 | 95,622 | 30,148 | |
| Addback: Special items charge (1) | (1,585) | (4,054) | (5) | |
| Segment Adjusted EBIT | $285,563 | $49,257 | $83,062 | $417,882 |
| Other Segment Information | | | | |
| Capital expenditures | $(48,941) | $(15,685) | $(5,974) | $(70,600) |
| Depreciation and amortization | 35,642 | 13,353 | 5,239 | 54,234 |
| Six Months Ended June 30, 2025 | | | | |
| Net sales | $1,349,837 | $451,885 | $291,339 | $2,093,061 |
| Inter-segment sales | 73,763 | 14,473 | 9,094 | 97,330 |
| | 1,423,600 | 466,358 | 300,433 | 2,190,391 |
| Reconciliation to Consolidated Net sales | | | | |
| Elimination of inter-segment sales | | | | (97,330) |
| Net sales | | | | $2,093,061 |
| Cost of goods sold | 866,897 | 333,729 | 215,948 | |
| Other segment expenses (2) (3) | 297,630 | 82,030 | 28,536 | |
| Addback: Special items charge (2) | (3,040) | (2,963) | (264) | |
| Segment Adjusted EBIT | $262,113 | $53,562 | $56,213 | $371,888 |
| Other Segment Information | | | | |
| Capital expenditures | $(41,738) | $(8,216) | $(2,438) | $(52,392) |
| Depreciation and amortization | 33,253 | 10,863 | 5,261 | 49,377 |
(1) In the six months ended June 30, 2026, special items within Other segment expenses primarily include Rationalization and asset impairment net charges of $1,585, $4,054, and $5 in Americas Welding, International Welding, and The Harris Products Group, respectively, as discussed in Note 6.
(2) In the six months ended June 30, 2025, special items within Other segment expenses primarily include Rationalization and asset impairment net charges of $3,040, $3,103, and $264 in Americas Welding, International Welding, and The Harris Products Group, respectively, as discussed in Note 6.
(3) Other segment expenses primarily include:
a. Selling, general & administrative expenses – including bonus and research and development expenses.
b. Rationalization and asset impairment net charges – refer to Note 6 for further discussion.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
The following table presents reconciliations of segment information to the Company’s consolidated totals:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Reconciliation of Segment Adjusted EBIT to Consolidated Income before income taxes | | | | |
| Segment Adjusted EBIT | $$226,943 | $200,349 | $417,882 | 371,888 |
| Addback: Segment special items charge | (3,481) | (2,542) | (5,644) | (6,267) |
| Corporate special items charge (1) | (15) | (429) | (668) | (1,231) |
| Elimination of inter-segment profit | (903) | (1,809) | (811) | (2,822) |
| Unallocated corporate expenses, net | (2,141) | 609 | (3,628) | (28) |
| Interest income | 1,802 | 1,662 | 3,187 | 3,917 |
| Interest expense | (14,323) | (14,281) | (29,082) | (28,663) |
| Consolidated Income before income taxes | $$207,882 | $183,559 | $381,236 | 336,794 |
| Reconciliation of Other Segment Information to Consolidated Information | | | | |
| Capital expenditures | | | | |
| Segment totals | $$(31,437) | $(25,443) | $(70,600) | (52,392) |
| Adjustments | — | — | — | — |
| Consolidated totals | $$(31,437) | $(25,443) | $(70,600) | (52,392) |
| Depreciation and amortization | | | | |
| Segment totals | $$27,129 | $25,222 | $54,234 | 49,377 |
| Adjustments | (1,160) | (760) | (2,256) | (1,131) |
| Consolidated totals | $$25,969 | $24,462 | $51,978 | 48,246 |
| (1) Corporate special items primarily include transaction costs. | | | | |
| | | | June 30, 2026 | December 31, 2025 |
| Reconciliation of Segment Assets to Consolidated Assets | | | | |
| Americas Welding | | | $$2,536,957 | 2,464,376 |
| International Welding | | | 1,165,674 | 1,244,117 |
| The Harris Products Group | | | 475,648 | 431,259 |
| Total Segment Assets | | | 4,178,279 | 4,139,752 |
| Corporate Assets | | | 41,871 | 41,033 |
| LIFO reserve not allocated to segments | | | (143,613) | (138,589) |
| Eliminations | | | (263,227) | (264,619) |
| Total Consolidated Assets | | | $$3,813,310 | 3,777,577 |
### NOTE 6 — RATIONALIZATION AND ASSET IMPAIRMENTS
The Company has rationalization plans within all three of its reportable segments. The plans impacted headcount and included the consolidation of manufacturing facilities to better align with the cost structure, economic conditions and operating needs of the business.
The following table presents Rationalization and asset impairment net charges by segment:
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Americas Welding | $1,585 | $3,040 |
| International Welding | 4,054 | 3,103 |
| The Harris Products Group | 5 | 264 |
| Total | $5,644 | $6,407 |
At June 30, 2026 and December 31, 2025, rationalization liabilities of $3,533 and $7,085, respectively, were recognized in Other current liabilities in the Company’s Condensed Consolidated Balance Sheet. The Company does not anticipate significant additional charges related to the completion of these plans.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital. The Company continues to evaluate its cost structure and additional rationalization actions may result in charges in future periods.
The following table summarizes the activity related to rationalization liabilities for the six months ended June 30, 2026:
| Line item | Americas / Welding | International / Welding | The Harris Products / Group | Consolidated |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | $944 | $5,713 | $428 | $7,085 |
| Payments and other adjustments | (1,842) | (6,932) | (422) | (9,196) |
| Charged to expense | 1,585 | 4,054 | 5 | 5,644 |
| Balance at June 30, 2026 | $687 | $2,835 | $11 | $3,533 |
### NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")
The following tables set forth the total changes in AOCI by component, net of taxes:
_Three Months Ended June 30, 2026_
| Line item | Unrealized gain / (loss) on derivatives / designated and / qualifying as cash / flow hedges | Defined benefit / pension plan / activity | Currency / translation / adjustment | Total |
| --- | --- | --- | --- | --- |
| Balance at March 31, 2026 | $16,364 | $(1,118) | $(229,015) | $(213,769) |
| Other comprehensive income before reclassification | 1,309 | — | 436 | 1,745 |
| Amounts reclassified from AOCI | (1,485) | 13 | — | (1,472) |
| Net current-period other comprehensive (loss) income | (176) | 13 | 436 | 273 |
| Balance at June 30, 2026 | $16,188 | $(1,105) | $(228,579) | $(213,496) |
_Three Months Ended June 30, 2025_
| Line item | Unrealized gain / (loss) on derivatives / designated and / qualifying as cash / flow hedges | Defined benefit / pension plan / activity | Currency / translation / adjustment | Total |
| --- | --- | --- | --- | --- |
| Balance at March 31, 2025 | $18,084 | $(2,333) | $(286,663) | $(270,912) |
| Other comprehensive income before reclassification | 957 | — | 60,119 | 61,076 |
| Amounts reclassified from AOCI | (784) | (37) | — | (821) |
| Net current-period other comprehensive income (loss) | 173 | (37) | 60,119 | 60,255 |
| Balance at June 30, 2025 | $18,257 | $(2,370) | $(226,544) | $(210,657) |
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
_Six Months Ended June 30, 2026_
| Line item | Unrealized gain / (loss) on derivatives / designated and / qualifying as cash / flow hedges | Defined benefit / pension plan / activity | Currency / translation / adjustment | Total |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | $17,687 | $(1,062) | $(222,556) | $(205,931) |
| Other comprehensive income (loss) before reclassification | 2,388 | — | (6,023) | (3,635) |
| Amounts reclassified from AOCI | (3,887) | (43) | — | (3,930) |
| Net current-period other comprehensive loss | (1,499) | (43) | (6,023) | (7,565) |
| Balance at June 30, 2026 | $16,188 | $(1,105) | $(228,579) | $(213,496) |
_Six Months Ended June 30, 2025_
| Line item | Unrealized gain / (loss) on derivatives / designated and / qualifying as cash / flow hedges | Defined benefit / pension plan / activity | Currency / translation / adjustment | Total |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2024 | $17,255 | $(1,048) | $(316,342) | $(300,135) |
| Other comprehensive income before reclassification | 2,105 | — | 89,798 | 91,903 |
| Amounts reclassified from AOCI | (1,103) | (1,322) | — | (2,425) |
| Net current-period other comprehensive income (loss) | 1,002 | (1,322) | 89,798 | 89,478 |
| Balance at June 30, 2025 | $18,257 | $(2,370) | $(226,544) | $(210,657) |
### NOTE 8 — INVENTORIES
Inventories in the Condensed Consolidated Balance Sheets are comprised of the following components:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Raw materials | $145,890 | $164,440 |
| Work-in-process | 163,380 | 124,351 |
| Finished goods | 381,273 | 344,573 |
| Total | $690,543 | $633,364 |
At both June 30, 2026 and December 31, 2025, approximately 38% of total inventories were valued using the last-in, first-out ("LIFO") method. The excess of current cost over LIFO cost was $143,613 and $138,589 at June 30, 2026 and December 31, 2025, respectively.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
### NOTE 9 — LEASES
The table below summarizes the right-of-use assets and lease liabilities in the Company’s Condensed Consolidated Balance Sheets:
| Operating Leases | Balance Sheet Classification | June 30, 2026 | December 31, 2025 |
| --- | --- | --- | --- |
| Right-of-use assets | Other assets | $51,719 | $52,989 |
| Current liabilities | Other current liabilities | $14,212 | $13,460 |
| Noncurrent liabilities | Other liabilities | 37,852 | 40,061 |
| Total lease liabilities | | $52,064 | $53,521 |
The total future minimum lease payments for noncancelable operating leases were as follows:
_June 30, 2026_
| | |
| --- | --- |
| 2026 | $9,544 |
| 2027 | 14,273 |
| 2028 | 12,229 |
| 2029 | 8,134 |
| 2030 | 4,063 |
| After 2030 | 10,697 |
| Total lease payments | $58,940 |
| Less: Imputed interest | 6,876 |
| Operating lease liabilities | $52,064 |
As of June 30, 2026 the weighted average remaining lease term is 5.7 years and the weighted average discount rate used to determine the operating lease liability is 3.8%.
Other information related to leases was as follows:
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Lease expense (1) | $8,117 | $6,444 | $14,741 | $12,334 |
| Cash paid for amounts included in the measurement of lease liabilities (2) | 4,308 | 3,990 | 8,979 | 6,542 |
| Right-of-use assets obtained in exchange for operating lease liabilities | 4,554 | 4,399 | 6,070 | 4,653 |
(1) Amounts are included in Costs of goods sold and Selling, general and administrative expenses in the Company’s Consolidated Statement of Income.
(2) Amounts are included in Net Cash Provided by Operating Activities in the Company’s Consolidated Statement of Cash Flows.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
### NOTE 10 — DEBT
At June 30, 2026 and December 31, 2025, debt consisted of the following:
| Long-term debt | December 31, 2025 |
| --- | --- |
| Senior Unsecured Notes | |
| 2015 Notes - Series B due August 20, 2030 | $$100,000% |
| 2015 Notes - Series C due April 1, 2035 | 50,000% |
| 2015 Notes - Series D due April 1, 2045 | 100,000% |
| 2016 Notes - Series A due October 20, 2028 | 100,000% |
| 2016 Notes - Series B due October 20, 2033 | 100,000% |
| 2016 Notes - Series C due October 20, 2037 | 100,000% |
| 2016 Notes - Series D due October 20, 2041 | 50,000% |
| 2024 Notes - Series A due August 22, 2029 | 75,000% |
| 2024 Notes - Series B due August 22, 2031 | 75,000% |
| 2024 Notes - Series C due June 20, 2034 | 400,000% |
| Other borrowings due through 2030 | 10 |
| | 1,150,010 |
| Plus interest rate swap adjustment | 2,678 |
| Less current portion | — |
| Less debt issuance costs | 2,460 |
| Long-term debt, less current portion | 1,150,228 |
| Short-term debt | |
| Amounts due to banks | 143,780 |
| Current portion long-term debt | — |
| Total short-term debt | 143,780 |
| Total debt | $$1,294,008 |
(1) Interest rate was 7.97% at December 31, 2025.
(2) Weighted average interest rate on the revolving credit facility was 4.7% as of December 31, 2025. Weighted average interest rate of other lines of credit related to liquidity needs in a hyperinflationary country was 41.6% as of December 31, 2025.
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
Senior Unsecured Notes
As of June 30, 2026, the Company’s total weighted average effective interest rate and remaining weighted average tenure of the senior unsecured notes was 4.16%, including the impact from terminated swap agreements, and 8.2 years, respectively. The senior unsecured notes contain certain affirmative and negative covenants. As of June 30, 2026, the Company was in compliance with all of its debt covenants relating to the senior unsecured notes.
Revolving Credit Agreements
On June 20, 2024, the Company entered into a $1 billion revolving credit facility, which may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $300,000. The revolving credit facility matures on June 20, 2029. The revolving credit facility will initially bear interest on outstanding borrowings at a per annum rate equal to secured overnight finance rate (“SOFR”) plus 1.10% and could fluctuate based on the Company’s total net leverage ratio at a spread ranging from SOFR plus 1.10% to SOFR plus 1.60%. The financial covenants consist of a maximum net leverage ratio of 3.5x EBITDA and a minimum interest coverage ratio of 2.5x EBITDA. The revolving credit facility contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of June 30, 2026 the Company was in compliance with all of its covenants and had no outstanding borrowings under the revolving credit facility.
The Company has other lines of credit and debt agreements totaling $47,482. As of June 30, 2026, the Company was in compliance with all of its covenants and had no outstanding debt under short-term lines of credit.
Fair Value of Debt
At June 30, 2026 and December 31, 2025, the fair value of long-term debt, including the current portion, was approximately $1,074,811 and $1,125,338, respectively. The approximate fair value of the Company’s long-term debt, including current maturities, was based on a valuation model using Level 2 observable inputs using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $1,150,054 and $1,150,232, respectively. Since judgment is required in interpreting market information, the fair value of the debt is not necessarily the amount which could be realized in a current market exchange.
### NOTE 11 — INCOME TAXES
The Company recognized $86,335 of tax expense on pre-tax income of $381,236, resulting in an effective income tax rate of 22.6% for the six months ended June 30, 2026. The effective income tax rate was 22.2% for the six months ended June 30, 2025. The effective tax rate was higher for the six months ended June 30, 2026, as compared with the same period in 2025, primarily due to the mix of earnings and timing of discrete tax items.
### NOTE 12 — DERIVATIVES
The Company uses derivative instruments to manage exposures to currency exchange rates, interest rates and commodity prices arising in the normal course of business. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. Hedge ineffectiveness was immaterial in the three and six months ended June 30, 2026 and 2025.
The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with any individual counterparty
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
was considered significant at June 30, 2026. The Company does not expect any counterparties to fail to meet their obligations.
Cash Flow Hedges
Certain foreign currency forward contracts are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of these short-term contracts was $75,802 and $88,555 at June 30, 2026 and December 31, 2025, respectively.
Net Investment Hedges
The Company has foreign currency forward contracts and zero-cost collar contracts that qualify and are designated as net investment hedges. The dollar equivalent gross notional amount of the foreign currency forward contracts and zero-cost collar contracts were $307,871 and $337,659 at June 30, 2026 and December 31, 2025, respectively.
Derivatives Not Designated as Hedging Instruments
The Company has certain foreign exchange forward contracts that are not designated as hedges. These derivatives are held as economic hedges of certain balance sheet exposures. The dollar equivalent gross notional amount of these contracts was $577,777 and $370,668 at June 30, 2026 and December 31, 2025, respectively.
Fair values of derivative instruments in the Company’s Condensed Consolidated Balance Sheets consisted of the following:
| Derivatives by hedge designation | June 30, 2026 / Other / Current / Assets | June 30, 2026 / Other / Current / Liabilities | June 30, 2026 / Other / Assets | June 30, 2026 / Other / Liabilities | December 31, 2025 / Other / Current / Assets | December 31, 2025 / Other / Current / Liabilities | December 31, 2025 / Other / Assets | December 31, 2025 / Other / Liabilities |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Designated as hedging instruments: | | | | | | | | |
| Foreign exchange contracts | $1,693 | $187 | — | — | $2,149 | $289 | — | — |
| Net investment contracts | 7,254 | 528 | — | — | 102 | 12,529 | — | — |
| Not designated as hedging instruments: | | | | | | | | |
| Foreign exchange contracts | 1,127 | 1,323 | — | — | 582 | 470 | — | — |
| Total derivatives | $10,074 | $2,038 | — | — | $2,833 | $13,288 | — | — |
The effects of undesignated derivative instruments on the Company’s Consolidated Statements of Income consisted of the following:
| Derivatives by hedge designation | Classification of gain (loss) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Not designated as hedges: | | | | | |
| Foreign exchange contracts | Selling, general & administrative expenses | $1,640 | $13,625 | $(1,714) | $21,958 |
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
The effects of designated hedges on AOCI consisted of the following:
| Total gain (loss) recognized in AOCI, net of tax | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Foreign exchange contracts | $993 | $1,396 |
| Forward starting swap agreements | 15,195 | 16,291 |
| Net investment contracts | (1,079) | (5,721) |
The Company expects a gain of $993 related to existing contracts to be reclassified from AOCI, net of tax, to earnings over the next 12 months as the hedged transactions are realized.
The effects of designated hedges on the Company’s Consolidated Statements of Income consisted of the following:
| Derivative type | Gain (loss) recognized in the / Consolidated Statements of Income: | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Foreign exchange contracts | Sales | $1,041 | $378 | $2,513 | $(335) |
| | Cost of goods sold | 132 | 182 | 1,691 | 543 |
| Forward starting swap agreements | Interest expense, net | 689 | 689 | 1,378 | 1,378 |
### NOTE 13 — FAIR VALUE
The following table provides a summary of assets and liabilities as of June 30, 2026, measured at fair value on a recurring basis:
| Description | Balance as of / June 30, 2026 | Quoted Prices in / Active Markets for / Identical Assets or / Liabilities / (Level 1) | Significant Other / Observable Inputs / (Level 2) | Significant / Unobservable / Inputs (Level 3) |
| --- | --- | --- | --- | --- |
| Assets: | | | | |
| Foreign exchange contracts | $2,820 | — | $2,820 | — |
| Net investment contracts | 7,254 | — | 7,254 | — |
| Pension surplus | 5,966 | 5,966 | — | — |
| Total assets | $16,040 | $5,966 | $10,074 | — |
| Liabilities: | | | | |
| Foreign exchange contracts | $1,510 | — | $1,510 | — |
| Net investment contracts | 528 | — | 528 | — |
| Deferred compensation | 28,052 | — | 28,052 | — |
| Total liabilities | $30,090 | — | $30,090 | — |
**LINCOLN ELECTRIC HOLDINGS, INC.**
**NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)**
**Dollars in thousands, except per share amounts**
The following table provides a summary of assets and liabilities as of December 31, 2025, measured at fair value on a recurring basis:
| Description | Balance as of / December 31, 2025 | Quoted Prices in / Active Markets for / Identical Assets or / Liabilities / (Level 1) | Significant Other / Observable Inputs / (Level 2) | Significant / Unobservable / Inputs (Level 3) |
| --- | --- | --- | --- | --- |
| Assets: | | | | |
| Foreign exchange contracts | $2,731 | — | $2,731 | — |
| Net investment contracts | 102 | — | 102 | — |
| Pension surplus | 12,082 | 12,082 | — | — |
| Total assets | $14,915 | $12,082 | $2,833 | — |
| Liabilities: | | | | |
| Foreign exchange contracts | $759 | — | $759 | — |
| Net investment contracts | 12,529 | — | 12,529 | — |
| Deferred compensation | 24,456 | — | 24,456 | — |
| Total liabilities | $37,744 | — | $37,744 | — |
The fair value of the Company’s pension surplus assets are based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy. The pension surplus assets were invested in money market and short-term duration bond funds at both June 30, 2026 and December 31, 2025.
The Company’s derivative contracts are valued at fair value using the market approach. The Company measures the fair value of foreign exchange contracts and net investment contracts using Level 2 inputs based on observable spot and forward rates in active markets.
The deferred compensation liability is the Company’s obligation under its executive deferred compensation plan. The Company measures the fair value of the liability using the market values of the participants’ underlying investment fund elections.
The fair value of Cash and cash equivalents, Accounts receivable, Short-term debt excluding the current portion of Long-term debt and Trade accounts payable approximated book value due to the short-term nature of these instruments at both June 30, 2026 and December 31, 2025.
The Company has various financial instruments, including cash and cash equivalents, short and long-term debt and forward contracts. While these financial instruments are subject to concentrations of credit risk, the Company has minimized this risk by entering into arrangements with a number of major banks and financial institutions and investing in several high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations.
### **NOTE 14** — **SUPPLIER FINANCING PROGRAM**
The Company’s suppliers, at the supplier’s sole discretion, are able to factor receivables due from the Company to a financial institution on terms directly negotiated with the financial institution without affecting the Company’s balance sheet classification of the corresponding payable. The Company pays the financial institution the stated amount of the confirmed invoices from its designated suppliers on the original maturity dates of the invoices. At June 30, 2026 and December 31, 2025, Trade accounts payable included $32,229 and $25,709, respectively, payable to suppliers that have elected to participate in the supplier financing program.
(1)
## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands, except per share amounts)
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with the Company’s unaudited consolidated financial statements and other financial information included elsewhere in this Quarterly Report on Form 10-Q.
General
The Company is a high-performance industrial machinery and technology leader who helps customers manufacture and maintain vital equipment and infrastructure. The Company’s innovative solutions enable higher quality and productivity across a variety of processes including welding, cutting, brazing, machining, process automation, and field repair.
The Company’s products include arc welding equipment, filler metals (welding, brazing and soldering consumables), cutting systems (laser, plasma and oxyfuel), wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, mobile power equipment, wear solutions, software, and education solutions; as well as a comprehensive portfolio of automated solutions and system integration services for joining, cutting, material handling, module assembly, and end of line testing. Services include additive manufacturing, precision fabrication, wear services, upfitting, and training.
Solutions range in technology and features from basic units used for personal, maintenance and light manufacturing use to highly sophisticated robotic solutions for complex fabrication and production activities.
The Company’s business units are aligned into three operating segments. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global cutting, soldering and brazing businesses, specialty gas equipment, as well as the retail business which is primarily in the United States.
**Results of Operations**
The following tables show the Company’s results of operations:
| Line item | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Favorable (Unfavorable) | | |
| | 2026 | | | 2025 | | | 2026 vs. 2025 | | |
| | Amount | | % of Sales | Amount | | % of Sales | $ | | % |
| Net sales | $ | $1,219,663 | | $ | $1,088,673 | | $ | $130,990 | 12.0% |
| Cost of goods sold | | 770,667 | | | 683,126 | | | (87,541) | (12.8)% |
| Gross profit | | 448,996 | 36.8% | | 405,547 | 37.3% | | 43,449 | 10.7% |
| Selling, general & administrative expenses | | 224,871 | 18.4% | | 210,861 | 19.4% | | (14,010) | (6.6)% |
| Rationalization and asset impairment net charges | | 3,481 | 0.3% | | 2,542 | 0.2% | | (939) | (36.9)% |
| Operating income | | 220,644 | 18.1% | | 192,144 | 17.6% | | 28,500 | 14.8% |
| Interest expense, net | | 12,521 | | | 12,619 | | | 98 | 0.8% |
| Other (expense) income | | (241) | | | 4,034 | | | (4,275) | (106.0)% |
| Income before income taxes | | 207,882 | 17.0% | | 183,559 | 16.9% | | 24,323 | 13.3% |
| Income taxes | | 49,363 | | | 40,163 | | | (9,200) | (22.9)% |
| Effective tax rate | | 23.7% | | | 21.9% | | | (1.8)% | |
| Net income | $ | $158,519 | 13.0% | $ | $143,396 | 13.2% | $ | $15,123 | 10.5% |
| Diluted earnings per share | $ | $2.88 | | $ | $2.56 | | $ | $0.32 | 12.5% |
| Line item | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Favorable (Unfavorable) | | |
| | 2026 | | | 2025 | | | 2026 vs. 2025 | | |
| | Amount | | % of Sales | Amount | | % of Sales | $ | | % |
| Net sales | $ | $2,341,097 | | $ | $2,093,061 | | $ | $248,036 | 11.9% |
| Cost of goods sold | | 1,492,969 | | | 1,322,066 | | | (170,903) | (12.9)% |
| Gross profit | | 848,128 | 36.2% | | 770,995 | 36.8% | | 77,133 | 10.0% |
| Selling, general & administrative expenses | | 435,682 | 18.6% | | 407,526 | 19.5% | | (28,156) | (6.9)% |
| Rationalization and asset impairment net charges | | 5,644 | 0.2% | | 6,407 | 0.3% | | 763 | 11.9% |
| Operating income | | 406,802 | 17.4% | | 357,062 | 17.1% | | 49,740 | 13.9% |
| Interest expense, net | | 25,895 | | | 24,746 | | | (1,149) | (4.6)% |
| Other income | | 329 | | | 4,478 | | | (4,149) | (92.7)% |
| Income before income taxes | | 381,236 | 16.3% | | 336,794 | 16.1% | | 44,442 | 13.2% |
| Income taxes | | 86,335 | | | 74,911 | | | (11,424) | (15.3)% |
| Effective tax rate | | 22.6% | | | 22.2% | | | (0.4)% | |
| Net income | $ | $294,901 | 12.6% | $ | $261,883 | 12.5% | $ | $33,018 | 12.6% |
| Diluted earnings per share | $ | $5.34 | | $ | $4.66 | | $ | $0.68 | 14.6% |
Net Sales:
The following tables summarize the impact of volume, acquisitions, price and foreign currency exchange rates on Net sales on a consolidated basis:
| Three Months Ended June 30, | Net Sales / 2025 | Change in Net Sales due to: / Volume | Change in Net Sales due to: / Price | Change in Net Sales due to: / Acquisitions | Change in Net Sales due to: / Foreign / Exchange | Net Sales / 2026 |
| --- | --- | --- | --- | --- | --- | --- |
| Lincoln Electric Holdings, Inc. | $1,088,673 | $25,790 | $83,911 | $16,193 | $5,096 | $1,219,663 |
| % Change | | | | | | |
| Lincoln Electric Holdings, Inc. | | 2.4% | 7.7% | 1.5% | 0.4% | 12.0% |
| Six Months Ended June 30, | Net Sales / 2025 | Change in Net Sales due to: / Volume | Change in Net Sales due to: / Price | Change in Net Sales due to: / Acquisitions | Change in Net Sales due to: / Foreign / Exchange | Net Sales / 2026 |
| --- | --- | --- | --- | --- | --- | --- |
| Lincoln Electric Holdings, Inc. | $2,093,061 | $149 | $188,469 | $31,987 | $27,431 | $2,341,097 |
| % Change | | | | | | |
| Lincoln Electric Holdings, Inc. | | — | 9.0% | 1.5% | 1.4% | 11.9% |
Net sales increased for the three and six months ended June 30, 2026 due to an increase in organic sales and a benefit from acquisitions and foreign exchange. The increase in organic sales for the three months ended June 30, 2026 is driven by an increase in pricing, primarily due to higher input costs, as well as higher volumes. The increase in organic sales for the six months ended June 30, 2026 is driven by an increase in pricing, primarily due to higher input costs.
Gross Profit:
Gross profit as a percentage of sales decreased 0.5% and 0.6% for the three and six months ended June 30, 2026, respectively, as compared to the same 2025 periods, driven by unfavorable impacts from product mix and higher input costs. This includes last-in, first-out (“LIFO”) charges of $4,186 and $5,024 for the three and six months ended June 30, 2026 and LIFO charges of $8,523 and $10,284 for the three and six months ended June 30, 2025, respectively, which are primarily due to rising input costs.
Selling, General & Administrative Expenses:
Selling, general & administrative expenses increased in the three and six months ended June 30, 2026 as compared to the same 2025 periods, primarily due to increases in spend related to the Company’s RISE strategic initiatives, acquisitions and the unfavorable impact of foreign currency translation. Selling, general & administrative expenses as a percentage of sales decreased primarily due to higher organic sales.
Operating Income:
Operating income as a percentage of sales was 18.1% for the three months ended June 30, 2026 as compared to 17.6% in the prior year period. Excluding special items, Operating income as a percentage of sales was 18.4% for the three months ended June 30, 2026 as compared with 17.9% in the prior year period. Operating income as a percentage of sales was 17.4% for the six months ended June 30, 2026 as compared to 17.1% in the prior year period. Excluding special items, Operating income as a percentage of sales was 17.6% in the six months ended June 30, 2026 as compared with 17.4% in the prior year period. Refer to explanations above for additional details. Also refer to Non-GAAP Financial Measures for a reconciliation of Adjusted operating income.
Income Taxes:
The effective tax rate was higher for the three and six months ended June 30, 2026 as compared to the same 2025 periods, primarily due to the mix of earnings and timing of discrete tax items.
Segment Results
The following tables present components of Net sales by segment:
| Three Months Ended June 30, | Net Sales / 2025 | Change in Net Sales due to: / Volume (1) | Change in Net Sales due to: / Price (2) | Change in Net Sales due to: / Acquisitions (3) | Change in Net Sales due to: / Foreign / Exchange (4) | Net Sales / 2026 |
| --- | --- | --- | --- | --- | --- | --- |
| Operating Segments | | | | | | |
| Americas Welding | $696,730 | $49,704 | $25,681 | — | $2,323 | $774,438 |
| International Welding | 232,824 | (10,931) | 3,776 | 16,193 | 1,430 | 243,292 |
| The Harris Products Group | 159,119 | (12,983) | 54,454 | — | 1,343 | 201,933 |
| % Change | | | | | | |
| Americas Welding | | 7.1% | 3.7% | — | 0.4% | 11.2% |
| International Welding | | (4.7)% | 1.6% | 7.0% | 0.6% | 4.5% |
| The Harris Products Group | | (8.2)% | 34.2% | — | 0.9% | 26.9% |
| Six Months Ended June 30, | Net Sales / 2025 | Change in Net Sales due to: / Volume (1) | Change in Net Sales due to: / Price (2) | Change in Net Sales due to: / Acquisitions (3) | Change in Net Sales due to: / Foreign / Exchange (4) | Net Sales / 2026 |
| --- | --- | --- | --- | --- | --- | --- |
| Operating Segments | | | | | | |
| Americas Welding | $1,349,837 | $47,069 | $75,160 | — | $8,597 | $1,480,663 |
| International Welding | 451,885 | (32,562) | 4,073 | 31,987 | 14,944 | 470,327 |
| The Harris Products Group | 291,339 | (14,358) | 109,236 | — | 3,890 | 390,107 |
| % Change | | | | | | |
| Americas Welding | | 3.5% | 5.6% | — | 0.6% | 9.7% |
| International Welding | | (7.2)% | 0.9% | 7.1% | 3.3% | 4.1% |
| The Harris Products Group | | (4.9)% | 37.5% | — | 1.3% | 33.9% |
(1) Increase for the three and six months ended June 30, 2026 in Americas Welding is primarily due to improved industrial demand and higher project volumes within the automation product line. Decrease for the three months ended June 30, 2026 in International Welding is primarily due to slowing industrial activity in Europe and the Middle East conflict. Decrease for the six months ended June 30, 2026 in International Welding is primarily due to slowing industrial activity in Europe, the Middle East conflict and lower project volumes within the automation product line. Decrease for the three and six months ended June 30, 2026 in The Harris Products Group is primarily due to a challenging prior year comparison resulting from expanded market presence in retail.
(2) Increase in all segments due to price actions taken in response to higher input costs.
(3) Increase in International Welding due to the acquisition discussed in Note 4 to the consolidated financial statements.
(4) Increase for the three and six months ended June 30, 2026 for all three segments was primarily attributable to the favorable impact of a stronger U.S. dollar.
Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the Adjusted EBIT profit measure. Adjusted EBIT is defined as Operating income plus Other income, adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.
The following tables presents Adjusted EBIT by segment:
| Line item | | | | Favorable (Unfavorable) | Favorable (Unfavorable) | Favorable (Unfavorable) |
| --- | --- | --- | --- | --- | --- | --- |
| | Three Months Ended June 30, | | | 2026 vs. 2025 | | |
| | 2026 | | 2025 | $ | | % |
| Americas Welding: | | | | | | |
| Net sales | $ | $$774,438 | 696,730 | $ | $77,708 | 11.2% |
| Inter-segment sales | | 28,904 | 43,391 | | (14,487) | (33.4)% |
| Total Sales | $ | $$803,342 | 740,121 | | 63,221 | 8.5% |
| Adjusted EBIT (1) (4) | $ | $$158,095 | 137,915 | | 20,180 | 14.6% |
| As a percent of total sales (1) | | 19.7% | 18.6% | | | 1.1% |
| International Welding: | | | | | | |
| Net sales | $ | $$243,292 | 232,824 | | 10,468 | 4.5% |
| Inter-segment sales | | 7,564 | 7,641 | | (77) | (1.0)% |
| Total Sales | $ | $$250,856 | 240,465 | | 10,391 | 4.3% |
| Adjusted EBIT (2) (5) | $ | $$26,595 | 30,550 | | (3,955) | (12.9)% |
| As a percent of total sales (2) | | 10.6% | 12.7% | | | (2.1)% |
| The Harris Products Group: | | | | | | |
| Net sales | $ | $$201,933 | 159,119 | | 42,814 | 26.9% |
| Inter-segment sales | | 4,972 | 5,110 | | (138) | (2.7)% |
| Total Sales | $ | $$206,905 | 164,229 | | 42,676 | 26.0% |
| Adjusted EBIT (3) (6) | $ | $$42,253 | 31,884 | | 10,369 | 32.5% |
| As a percent of total sales (3) | | 20.4% | 19.4% | | | 1.0% |
| Corporate / Eliminations: | | | | | | |
| Inter-segment sales | $ | $$(41,440) | (56,142) | | 14,702 | 26.2% |
| Adjusted EBIT (7) | | (3,044) | (1,200) | | (1,844) | (153.7)% |
| Consolidated: | | | | | | |
| Net sales | $ | $$1,219,663 | 1,088,673 | | 130,990 | 12.0% |
| Net income | $ | $$158,519 | 143,396 | | 15,123 | 10.5% |
| As a percent of total sales | | 13.0% | 13.2% | | | (0.2)% |
| Adjusted EBIT (8) | $ | $$223,899 | 199,149 | | 24,750 | 12.4% |
| As a percent of sales | | 18.4% | 18.3% | | | 0.1% |
(1) Adjusted EBIT and Adjusted EBIT as a percent of sales increased for the three months ended June 30, 2026 as compared to June 30, 2025 primarily driven by the favorable net impact of organic sales partially offset by rising input costs.
(2) Adjusted EBIT and Adjusted EBIT as a percent of sales decreased for the three months ended June 30, 2026 as compared to June 30, 2025 primarily driven by unfavorable impact of lower volumes and higher input costs, partially offset by the benefit of acquisitions.
(3) Adjusted EBIT and Adjusted EBIT as a percent of sales increased for the three months ended June 30, 2026 as compared to June 30, 2025 primarily driven by operating leverage from higher organic sales.
(4) The three months ended June 30, 2026 and 2025 exclude Rationalization and asset impairment net charges of $1,012 and $905, respectively, as discussed in Note 6 to the consolidated financial statements.
(5) The three months ended June 30, 2026 and 2025 exclude Rationalization and asset impairment net charges of $2,282 and $1,551, respectively, as discussed in Note 6 to the consolidated financial statements.
(6) The three months ended June 30, 2026 and 2025 exclude Rationalization and asset impairment net charges of $187 and $86, respectively, as discussed in Note 6 to the consolidated financial statements.
(7) The three months ended June 30, 2026 and 2025 exclude transaction costs of $15 and $429, respectively, as discussed in Note 4 to the consolidated financial statements.
(8) See non-GAAP Financial Measures for a reconciliation of Net income as reported and Adjusted EBIT.
| Line item | | | | Favorable (Unfavorable) | Favorable (Unfavorable) | Favorable (Unfavorable) |
| --- | --- | --- | --- | --- | --- | --- |
| | Six Months Ended June 30, | | | 2026 vs. 2025 | | |
| | 2026 | | 2025 | $ | | % |
| Americas Welding: | | | | | | |
| Net sales | $ | $$1,480,663 | 1,349,837 | $ | $130,826 | 9.7% |
| Inter-segment sales | | 65,613 | 73,763 | | (8,150) | (11.0)% |
| Total Sales | $ | $$1,546,276 | 1,423,600 | $ | $122,676 | 8.6% |
| Adjusted EBIT (1) (4) | $ | $$285,563 | 262,113 | $ | $23,450 | 8.9% |
| As a percent of total sales (1) | | 18.5% | 18.4% | | | 0.1% |
| International Welding: | | | | | | |
| Net sales | $ | $$470,327 | 451,885 | $ | $18,442 | 4.1% |
| Inter-segment sales | | 13,371 | 14,473 | | (1,102) | (7.6)% |
| Total Sales | $ | $$483,698 | 466,358 | $ | $17,340 | 3.7% |
| Adjusted EBIT (2) (5) | $ | $$49,257 | 53,562 | $ | $(4,305) | (8.0)% |
| As a percent of total sales (2) | | 10.2% | 11.5% | | | (1.3)% |
| The Harris Products Group: | | | | | | |
| Net sales | $ | $$390,107 | 291,339 | $ | $98,768 | 33.9% |
| Inter-segment sales | | 9,636 | 9,094 | | 542 | 6.0% |
| Total Sales | $ | $$399,743 | 300,433 | $ | $99,310 | 33.1% |
| Adjusted EBIT (3) (6) | $ | $$83,062 | 56,213 | $ | $26,849 | 47.8% |
| As a percent of total sales (3) | | 20.8% | 18.7% | | | 2.1% |
| Corporate / Eliminations: | | | | | | |
| Inter-segment sales | $ | $$(88,620) | (97,330) | $ | $8,710 | 8.9% |
| Adjusted EBIT (7) | | (4,439) | (2,850) | | (1,589) | (55.8)% |
| Consolidated: | | | | | | |
| Net sales | $ | $$2,341,097 | 2,093,061 | $ | $248,036 | 11.9% |
| Net income | $ | $$294,901 | 261,883 | $ | $33,018 | 12.6% |
| As a percent of total sales | | 12.6% | 12.5% | | | 0.1% |
| Adjusted EBIT (8) | $ | $$413,443 | 369,038 | $ | $44,405 | 12.0% |
| As a percent of sales | | 17.7% | 17.6% | | | 0.1% |
(1) Adjusted EBIT and Adjusted EBIT as a percent of sales increased for the six months ended June 30, 2026 as compared to June 30, 2025 driven by a favorable net impact of organic sales, partially offset by rising input costs.
(2) Adjusted EBIT and Adjusted EBIT as a percent of sales decreased for the six months ended June 30, 2026 as compared to June 30, 2025 primarily driven by the unfavorable impact of lower volumes and higher input costs, partially offset by the benefit of acquisitions.
(3) Adjusted EBIT and Adjusted EBIT as a percentage of sales increased for the six months ended June 30, 2026 as compared to June 30, 2025 primarily driven by operating leverage from higher organic sales.
(4) The six months ended June 30, 2026 and 2025 exclude Rationalization and asset impairment net charges of $1,585 and $3,040, respectively, as discussed in Note 6 to the consolidated financial statements.
(5) The six months ended June 30, 2026 and 2025 exclude Rationalization and asset impairment net charges of $4,054 and $3,103, respectively, as discussed in Note 6 to the consolidated financial statements.
(6) The six months ended June 30, 2026 and 2025 exclude Rationalization and asset impairment net charges of $5 and $264, respectively, as discussed in Note 6 to the consolidated financial statements.
(7) The six months ended June 30, 2026 and 2025 exclude transaction costs of $668 and $1,231, respectively, as discussed in Note 4 to the consolidated financial statements.
(8) See non-GAAP Financial Measures for a reconciliation of Net income as reported and Adjusted EBIT.
Non-GAAP Financial Measures
The Company reviews Adjusted operating income, Adjusted net income, Adjusted EBIT, Adjusted effective tax rate, Adjusted diluted earnings per share, Adjusted return on invested capital (“Adjusted ROIC”), Adjusted net operating profit after taxes, Free cash flow, Cash conversion and Organic sales, all non-GAAP financial measures, in assessing and evaluating the Company’s underlying operating performance. These non-GAAP financial measures exclude the impact of special items on the Company’s reported financial results. Non-GAAP financial measures should be read in conjunction with the generally accepted accounting principles in the United States ("GAAP") financial measures, as non-GAAP measures are a supplement to, and not a replacement for, GAAP financial measures.
The following table presents the reconciliations of Operating income as reported to Adjusted operating income, Net income as reported to Adjusted net income and Adjusted EBIT, Effective tax rate as reported to Adjusted effective tax rate and Diluted earnings per share as reported to Adjusted diluted earnings per share:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Operating income as reported | $220,644 | $192,144 | $406,802 | $357,062 |
| Special items (pre-tax): | | | | |
| Rationalization and asset impairment net charges (1) | 3,481 | 2,542 | 5,644 | 6,407 |
| Transaction costs (2) | 15 | 429 | 668 | 1,231 |
| Amortization of step up in value of acquired inventories (3) | — | — | — | (140) |
| Adjusted operating income | $224,140 | $195,115 | $413,114 | $364,560 |
| As a percentage of net sales | 18.4% | 17.9% | 17.6% | 17.4% |
| Net income as reported | $158,519 | $143,396 | $294,901 | $261,883 |
| Special items: | | | | |
| Rationalization and asset impairment net charges (1) | 3,481 | 2,542 | 5,644 | 6,407 |
| Transaction costs (2) | 15 | 429 | 668 | 1,231 |
| Amortization of step up in value of acquired inventories (3) | — | — | — | (140) |
| Tax effect of Special items (4) | (795) | (755) | (1,535) | (1,913) |
| Adjusted net income | 161,220 | 145,612 | 299,678 | 267,468 |
| Interest expense, net | 12,521 | 12,619 | 25,895 | 24,746 |
| Income taxes as reported | 49,363 | 40,163 | 86,335 | 74,911 |
| Tax effect of Special items (4) | 795 | 755 | 1,535 | 1,913 |
| Adjusted EBIT | $223,899 | $199,149 | $413,443 | $369,038 |
| Effective tax rate as reported | 23.7% | 21.9% | 22.6% | 22.2% |
| Net special item tax impact | — | 0.0% | 0.1% | 0.1% |
| Adjusted effective tax rate | 23.7% | 21.9% | 22.7% | 22.3% |
| Diluted earnings per share as reported | $2.88 | $2.56 | $5.34 | $4.66 |
| Special items per share | 0.05 | 0.04 | 0.09 | 0.10 |
| Adjusted diluted earnings per share | $2.93 | $2.60 | $5.43 | $4.76 |
(1) Primarily related to restructuring activities as discussed in Note 6 to the consolidated financial statements.
(2) Transaction costs primarily relate to acquisitions and are included in Selling, general & administrative expenses.
(3) Costs relate to acquisitions and are included in Cost of goods sold.
(4) Includes the net tax impact of Special items recorded during the respective periods. The tax effect of Special items impacting pre-tax income was calculated as the pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item.
**Liquidity and Capital Resources**
Overview
The Company’s primary sources of liquidity are operating cash flows and revolving credit facilities. As of June 30, 2026, the Company had $242,443 of cash and cash equivalents on hand and no outstanding borrowings under its $1,047,482 revolving credit facilities.
The Company’s capital allocation priorities include internal investment to support existing operations and organic growth, investment in acquisitions to grow the business and then returning capital to shareholders through dividends and share repurchases.
The Company’s cash flow from operations can be cyclical. In assessing liquidity, the Company reviews working capital measurements to define areas for improvement. Management anticipates the Company will be able to satisfy cash requirements for its ongoing businesses for the foreseeable future primarily with cash generated by operations, existing cash balances, borrowings under its existing credit facilities and raising debt in capital markets.
The Company continues to expand globally and periodically consider acquisitions that would involve significant investments. The Company can fund its global expansion plans with operational cash flow, but a significant acquisition may require access to capital markets, in particular, the long-term debt market, as well as the syndicated bank loan market. The Company’s financing strategy is to fund itself at the lowest after-tax cost of funding. Where possible, the Company utilizes operational cash flows and raises capital in the most efficient market, usually the United States, and then lends funds to the specific subsidiary needing or requiring funding. If additional acquisitions providing appropriate financial benefits become available, additional expenditures may be made.
Cash Flow
The following table reflects changes in key cash flow measures:
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, / $ Change |
| --- | --- | --- | --- |
| Cash provided by operating activities (1) | $355,934 | $329,521 | $26,413 |
| Cash used by investing activities | (69,204) | (79,470) | 10,266 |
| Capital expenditures | (70,600) | (52,392) | (18,208) |
| Acquisition of businesses, net of cash acquired | 140 | (32,309) | 32,449 |
| Cash used by financing activities | (355,588) | (317,709) | (37,879) |
| Payments on short-term borrowings, net | (143,889) | (5,206) | (138,683) |
| Purchase of shares for treasury | (132,792) | (233,824) | 101,032 |
| Cash dividends paid to shareholders | (87,466) | (84,904) | (2,562) |
| Decrease in Cash and cash equivalents | (66,346) | (77,781) | 11,435 |
(1) Cash provided by operating activities increased for the six months ended June 30, 2026, compared with the six months ended June 30, 2025 primarily due to favorable working capital.
As of June 30, 2026, the Company had cash of $242,443, of which $181,012 was held by international subsidiaries.
In July 2026, the Company paid a cash dividend of $0.79 per share, or $43,060, to shareholders of record on June 30, 2026.
The Company currently anticipates capital expenditures of $110,000 to $130,000 in 2026. Anticipated capital expenditures include investments to increase capacity, improve operational effectiveness and for general maintenance. Management critically evaluates all proposed capital expenditures and expects each project to increase efficiency, reduce costs, support sales growth or improve the overall safety and environmental conditions of the Company’s facilities.
Revolving Credit Agreements
On June 20, 2024, the Company entered into a $1 billion revolving credit facility. The revolving credit facility matures on June 20, 2029. Additionally, the Company has other lines of credit with total availability of $47,482. As of June 30, 2026, the Company had total availability of $1,047,482 under its revolving credit facilities. Refer to Note 10 to the consolidated financial statements for further information on our revolving lines of credit.
Working Capital Ratios
| Line item | June 30, 2026 | December 31, 2025 | June 30, 2025 |
| --- | --- | --- | --- |
| Average operating working capital to Net sales (1) | 16.9% | 17.9% | 18.4% |
| Days sales in Inventories | 113.6 | 116.4 | 117.3 |
| Days sales in Accounts receivable | 46.9 | 49.4 | 49.4 |
| Average days in Trade accounts payable | 59.2 | 53.4 | 56.6 |
(1) Average operating working capital to net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales.
Stock Repurchase Program
On February 12, 2020, the Company’s Board authorized a share repurchase program for up to 10 million shares of the Company’s common stock. As of June 30, 2026, there were 4.6 million shares available under the authorization. The Company is not obligated to make any repurchases.
**Rationalization and Asset Impairments**
Refer to Note 6 to the consolidated financial statements for a discussion of the Company’s rationalization plans. The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital.
**Acquisitions**
Refer to Note 4 to the consolidated financial statements for a discussion of the Company’s recent acquisitions.
Return on Invested Capital
The Company reviews ROIC in assessing and evaluating the Company’s underlying operating performance. As discussed in the Non-GAAP Financial Measures section above, Adjusted ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company’s financial performance. The calculation may be different than the method used by other companies to calculate ROIC. Adjusted ROIC is defined as rolling 12 months of Adjusted net income excluding tax-effected interest income and expense divided by invested capital. Invested capital is defined as total debt, which includes Short-term debt and Long-term debt, less current portions, plus Total equity.
The following table presents the reconciliations of ROIC and Adjusted ROIC to net income:
\
| Line item | Twelve Months Ended June 30, 2026 | Twelve Months Ended June 30, 2025 |
| --- | --- | --- |
| Net income as reported | $553,551 | $502,868 |
| Plus: Interest expense (after-tax) | 44,075 | 42,688 |
| Less: Interest income (after-tax) | 4,564 | 6,636 |
| Net operating profit after taxes | $593,062 | $538,920 |
| Special items: | | |
| Rationalization and asset impairment net charges | 17,436 | 31,172 |
| Transaction costs | 2,176 | 4,332 |
| Pension settlement net charges | 719 | 3,792 |
| Amortization of step up in value of acquired inventories | 4,104 | 4,771 |
| Tax effect of Special items (1) | 5,555 | (11,118) |
| Adjusted net operating profit after taxes | $623,052 | $571,869 |
| Invested Capital | June 30, 2026 | June 30, 2025 |
| Short-term debt | — | $105,323 |
| Long-term debt, less current portion | 1,150,054 | 1,150,395 |
| Total debt | 1,150,054 | 1,255,718 |
| Total equity | 1,554,180 | 1,379,613 |
| Invested capital | $2,704,234 | $2,635,331 |
| Return on invested capital as reported | 21.9% | 20.4% |
| Adjusted return on invested capital | 23.0% | 21.7% |
(1) Includes the net tax impact of Special items recorded during the respective periods. The tax effect of Special items impacting pre-tax income was calculated as the pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item.
New Accounting Pronouncements
Refer to Note 1 to the consolidated financial statements for a discussion of new accounting pronouncements.
Forward-looking Statements
The Company’s expectations and beliefs concerning the future contained in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “guidance” or words of similar meaning. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company’s operating results. The factors include, but are not limited to: general economic, financial and market conditions; the effectiveness of commercial and operating initiatives; the effectiveness of information systems and cybersecurity systems; presence of artificial intelligence technologies; completion of planned divestitures; interest rates; disruptions, uncertainty or volatility in the credit markets that may limit our access to capital; currency exchange rates and devaluations; adverse outcome of pending or potential litigation; actual costs of the Company’s rationalization plans; possible acquisitions, including the Company’s ability to successfully integrate acquisitions; market risks and price fluctuations related to the purchase of commodities and energy; global regulatory complexity; the effects of changes in tax law; tariff rates in the countries where the Company conducts business; and the possible effects of events beyond our control, including but not limited to, the ongoing geopolitical conflicts, political unrest, acts of terror, natural disasters and pandemics on the Company or its customers, suppliers and the economy in
general. For additional discussion, see “Item 1A. Risk Factors” presented herein, as well as in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company’s exposure to market risk since December 31, 2025. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
## ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
## ITEM 1. LEGAL PROCEEDINGS
The Company is subject, from time to time, to a variety of civil and administrative proceedings arising out of its normal operations, including, without limitation, product liability claims, regulatory claims and health, safety and environmental claims. Among such proceedings are the cases described below.
As of June 30, 2026, the Company was a co-defendant in cases alleging asbestos induced illness involving claims by approximately 701 plaintiffs, which is a net decrease of 351 claims from those previously reported. In each instance, the Company is one of a large number of defendants. The asbestos claimants seek compensatory and punitive damages, in most cases for unspecified sums. Since January 1, 1995, the Company has been a co-defendant in asbestos cases that have been resolved as follows: 57,695 of those claims were dismissed, 23 were tried to defense verdicts, 7 were tried to plaintiff verdicts (which were reversed or resolved after appeal), 2 were resolved by agreement for an immaterial amount and 1,026 were decided in favor of the Company following summary judgment motions.
## ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer purchases of its common shares during the second quarter of 2026 were as follows:
| Period | | Average Price / Paid Per Share | Total Number of / Shares / Repurchased / as Part of Publicly / Announced Plans or / Programs | Maximum Number / of Shares that May / Yet be Purchased / Under the Plans or / Programs (2) |
| --- | --- | --- | --- | --- |
| April 1 - 30, 2026 | (1) | $254.41 | 67,462 | 4,841,522 |
| May 1 - 31, 2026 | (1) | 264.77 | 102,352 | 4,739,170 |
| June 1 - 30, 2026 | (1) | 271.69 | 115,556 | 4,623,614 |
| Total | 111 | $265.11 | 285,370 | |
(1) The above share repurchases include the surrender of the Company’s common shares in connection with the vesting of restricted awards.
(2) On February 12, 2020, the Company’s Board of Directors authorized a new share repurchase program for up to an additional 10 million shares of the Company’s common stock. Total shares purchased through the share repurchase programs were 5.4 million shares at a total cost of $1,038 million for a weighted average cost of $193.05 per share through June 30, 2026.
## ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
## ITEM 5. OTHER INFORMATION
During the quarter ended June 30, 2026, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.
## ITEM 6. EXHIBITS
(a) Exhibits
| | |
| --- | --- |
| 10.1* | Form of Restricted Stock Unit Agreement for Non-Employee Directors under 2023 Stock Plan for Non-Employee Directors (filed herewith). |
| 31.1 | Certification of the Chairman and Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith). |
| 31.2 | Certification of the Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith). |
| 32.1 | Certification of the Chairman and Chief Executive Officer (Principal Executive Officer) and Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 104 | Cover page Interactive Data File (formatted as Inline XBRL and contained in the Exhibit 101 attachments) |
| | Inline XBRL Taxonomy Extension Label Linkbase Document |
| * Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report | |
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.
LINCOLN ELECTRIC HOLDINGS, INC.
/s/ Gabriel Bruno
Gabriel Bruno
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
July 30, 2026
38
---
## EX-10.1
SEC source: [leco-20260630xex10d1.htm](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630xex10d1.htm)
Exhibit 10.1
[Non-Employee Directors– April 2026]
**LINCOLN ELECTRIC HOLDINGS, INC.**
**2023 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS**
**Restricted Stock Unit Agreement**
**WHEREAS**, Lincoln Electric Holdings, Inc. maintains the Company’s 2023 Stock Plan for Non-Employee Directors, and as may be amended from time to time (the “Plan”), pursuant to which the Company may award Restricted Stock Units (“RSUs”) to non-employee Directors of the Company;
**WHEREAS**, the Grantee, whose name is set forth on the “Dashboard” tab on the Morgan Stanley StockPlan Connect portal, a secure third-party vendor website used by the Company (to be referred to herein as the “Grant Summary”), is a non-employee Director of the Company;
**WHEREAS**, the Grantee was awarded RSUs under the Plan by the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company on the Date of Grant in 2026, as set forth on the Grant Summary (the “Date of Grant”), and the execution of an Evidence of Award in the form hereof (this “Agreement”) has been authorized by a resolution of the Committee duly adopted on such date.
**NOW, THEREFORE**, pursuant to the Plan and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby confirms to the Grantee the award of the number of RSUs set forth on the Grant Summary.
1. Definitions. Unless otherwise defined in this Agreement (including on Exhibit A hereto), terms used in this Agreement with initial capital letters will have the meanings assigned to them in the Plan. Certain terms used herein with initial capital letters will have the meanings set forth on Exhibit A hereto.
2. Issuance of RSUs. The RSUs covered by this Agreement shall be issued to the Grantee effective upon the Date of Grant. Each RSU constitutes the right of the Grantee to receive one Common Share (and dividend equivalents with respect thereto) (or to have one Common Share (and dividend equivalents with respect thereto) credited to the Grantee’s account under the Deferred Compensation Plan, if elected) upon the Grantee’s Distribution Date. The Grantee shall not have the rights of a shareholder with respect to such RSUs, except as provided in Section 9, provided that such RSUs, together with any additional RSUs that the Grantee may become entitled to receive by virtue of a share dividend, a merger or a reorganization in which Lincoln Electric Holdings, Inc. is the surviving corporation or any other change in the capital structure of Lincoln Electric Holdings, Inc., shall be subject to the restrictions hereinafter set forth.
3. Restrictions on Transfer of RSUs. Subject to Section 14 of the Plan, the RSUs subject to this grant may not be sold, exchanged, assigned, transferred, pledged, encumbered or
otherwise disposed of by the Grantee, except to the Company, until the Distribution Date; provided, however, that the Grantee’s rights with respect to such RSUs may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such RSUs or the underlying Common Shares or dividend equivalents. The Company in its sole discretion, when and as permitted by the Plan, may waive the restrictions on transferability with respect to all or a portion of the RSUs subject to this Agreement.
4. Vesting of RSUs. Subject to the terms and conditions of Sections 5 and 6 hereof, all of the RSUs covered by this Agreement shall vest immediately after one full year from the Date of Grant if the Grantee shall have served continuously as a Director of the Company for that entire period.
5. Effect of Change in Control. Unless otherwise determined by the Committee, in the event a Change in Control occurs after the Date of Grant but before the RSUs covered by the Agreement vest pursuant to Section 4 or 6 of this Agreement, the RSUs shall vest to the extent provided in Section 11 of the Plan.
6. Effect of Death, Disability, or Retirement; Forfeiture.
(a) If the Grantee’s service as a Director of the Company should terminate because of the Grantee's death or if the Grantee should incur a Disability prior to the vesting otherwise provided for in Section 4, 5, or 6 hereof, the RSUs subject to this Agreement shall immediately vest in full.
(b) If the Grantee’s service as a Director of the Company should terminate because of the Grantee’s Retirement, prior to the vesting otherwise provided for in Section 4, 5, or 6 hereof, a *pro rata* portion of the RSUs subject to this Agreement shall immediately vest. The *pro rata* portion that shall vest shall be determined by multiplying the total number of RSUs subject to this Agreement by the number of days the Grantee has served as a Director of the Company from the Date of Grant through the date of Retirement, divided by the number of days from the Date of Grant to the date the RSUs would have vested under Section 4 hereof if the Grantee had remained a Director of the Company through such date (rounded down to the nearest whole Common Share). Any RSUs that remain unvested in connection with the Grantee’s Retirement will be forfeited.
(c) Upon the termination of the Grantee’s service as a Director of the Company, all RSUs that have not become vested prior to or at the time of such termination shall be forfeited.
7. Time of Payment of RSUs. Payment of the RSUs shall be made within 60 days of the date on which such RSUs become vested and in all events within the short-term deferral period specified in Treasury Regulation § 1.409A-1(b)(4).
8. Deferral of RSUs. The Grantee may elect to defer receipt of the Common Shares underlying the RSUs subject to this Agreement beyond the Distribution Date (and to defer the dividend
equivalents with respect thereto), pursuant to and in accordance with the terms of the Deferred Compensation Plan.
9. Dividend Equivalents and Other Rights.
(a) Except as provided in this Section, the Grantee shall not have any of the rights of a shareholder with respect to the RSUs covered by this Agreement; provided, however, that any additional Common Shares, share rights or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same restrictions as the RSUs covered by this Agreement.
(b) The Grantee shall have the right to receive dividend equivalents with respect to the Common Shares underlying the RSUs on a deferred basis and contingent on the vesting of the RSUs. Dividend equivalents in the RSUs covered by this Agreement shall be sequestered by the Company from and after the Date of Grant until the Distribution Date, whereupon such dividend equivalents shall be paid to the Grantee in the form of cash (or credited to the Grantee’s account under the Deferred Compensation Plan, if elected), to the extent such dividend equivalents are attributable to RSUs that have become non-forfeitable. To the extent that RSUs covered by this Agreement are forfeited pursuant to Section 6 hereof, all the dividend equivalents sequestered with respect to such RSUs shall also be forfeited. No interest shall be payable with respect to any such dividend equivalents.
(c) Under no circumstances will the Company distribute or credit dividend equivalents paid on RSUs as described in Section 9(b) until the Grantee’s Distribution Date. The Grantee will not be entitled to vote the Common Shares underlying the RSUs until the Grantee receives such Common Shares on or after the Distribution Date.
(d) Notwithstanding anything to the contrary in this Section 9, to the extent that any of the RSUs become vested pursuant to this Agreement and the Grantee elects pursuant to Section 8 to defer receipt of the Common Shares underlying the RSUs beyond the Distribution Date (and dividend equivalents with respect thereto) in accordance with the terms of the Deferred Compensation Plan, then the right to receive dividend equivalents thereafter will be governed by the Deferred Compensation Plan from and after the Distribution Date.
10. No Right to Continued Service. The Plan and this Agreement will not confer upon the Grantee any right with respect to the continuance of service as a Director of the Company.
11. Agreement Subject to the Plan. The RSUs evidenced by this Agreement and all of the terms and conditions hereof are subject to all of the terms and conditions of the Plan. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will govern.
12. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that subject to Section 10 of the Plan and Section 15 of this Agreement, no such amendment shall
adversely affect the rights of the Grantee with respect to the RSUs without the Grantee’s consent.
13. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.
14. Governing Law/Venue. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Ohio. All legal actions or proceedings relating to this Agreement shall be brought exclusively in the U.S. District Court for the Northern District of Ohio, Eastern Division or the Cuyahoga County Court of Common Pleas, located in Cuyahoga County, Ohio.
15.RSUs Subject to Clawback Policy. Notwithstanding anything in this Agreement to the contrary, (a) this Agreement and the RSUs covered by this Agreement (and the Grantee’s other performance-based incentive compensation or related amounts) shall be subject to the Company’s Supplemental Recovery of Funds Policy (or any similar clawback policy applicable to the Grantee), with which the Grantee shall comply, under their terms and conditions as may be in effect from time to time, including, without limitation, to implement Section 10D of the Exchange Act and any applicable rules or regulations (including applicable rules and regulations of any national securities exchange or national securities association on which the Common Shares may be traded (the “Compensation Recovery Policy”)), and (b) the Grantee acknowledges and agrees that any and all applicable provisions of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
16. Code Section 409A. To the extent applicable, it is intended that this Agreement be designed and operated within the requirements of Section 409A of the Code (including any applicable exemptions) and, in the event of any inconsistency between any provision of this Agreement or the Plan and Section 409A of the Code, the provisions of Section 409A of the Code shall control. Any provision in the Plan or this Agreement that is determined to violate the requirements of Section 409A of the Code shall be void and without effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). Any provision that is required by Section 409A of the Code to appear in the Agreement that is not expressly set forth herein shall be deemed to be set forth herein, and the Agreement shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Agreement to Section 409A of the Code or a Treasury Regulation section shall be deemed to include any similar or successor provisions thereto.
17. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and the Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Grantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
The Grantee hereby acknowledges receipt of this Agreement and accepts the RSUs evidenced hereby subject to the terms and conditions of the Plan and the terms and conditions herein above set forth and represents that the Grantee understands the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if the Grantee manually signed this Agreement.
THIS AGREEMENT is executed in the name and on behalf of the Company on the Date of Grant as set forth in the Grant Summary.
LINCOLN ELECTRIC HOLDINGS, INC.
Name: Title:
EXHIBIT A
For purposes of this Agreement, the following terms shall have the following meanings:
1. “Deferred Compensation Plan” means the Lincoln Electric Holdings, Inc. Non-Employee Directors’ Deferred Compensation Plan, in effect from time to time.
2. “Disability” means the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
3. “Distribution Date” means the date on which the Common Shares represented by vested RSUs shall be distributed to the Grantee as specified in Section 7 (or would have been so distributed absent an election under the Deferred Compensation Plan).
7
---
## EX-31.1
SEC source: [leco-20260630xex31d1.htm](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630xex31d1.htm)
**Exhibit 31.1**
**CERTIFICATION**
I, Steven B. Hedlund, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lincoln Electric Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Pril 2
Date: July 30, 2026
/s/ Steven B. Hedlund
Steven B. Hedlund
Chairman and Chief Executive Officer
---
## EX-31.2
SEC source: [leco-20260630xex31d2.htm](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630xex31d2.htm)
**Exhibit 31.2**
**CERTIFICATION**
I, Gabriel Bruno, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lincoln Electric Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 30, 2026
/s/ Gabriel Bruno
Gabriel Bruno
Executive Vice President, Chief Financial
Officer and Treasurer
---
## EX-32.1
SEC source: [leco-20260630xex32d1.htm](https://www.sec.gov/Archives/edgar/data/59527/000005952726000022/leco-20260630xex32d1.htm)
**Exhibit 32.1**
**CERTIFICATION PURSUANT TO**
**18 U.S.C. SECTION 1350,**
**AS ADOPTED PURSUANT TO**
**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**
In connection with the Quarterly Report on Form 10-Q of Lincoln Electric Holdings, Inc. (the "Company") for the three months ended June 30, 2026, as filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
/
Date: July 30, 2026
/s/ Steven B. Hedlund
Steven B. Hedlund
Chairman and Chief Executive Officer
/s/ Gabriel Bruno
Gabriel Bruno
Executive Vice President, Chief Financial
Officer and Treasurer