The Manitowoc Company MTW Form 10-Q filing Q2 FY2026

Item 1. Financial Statements

THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Operations

For the three and six months ended June 30, 2026 and 2025

(Unaudited)

(In millions, except per share and share amounts)

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

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THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Comprehensive Income

For the three and six months ended June 30, 2026 and 2025

(Unaudited)

(In millions)

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

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THE MANITOWOC COMPANY, INC.

Condensed Consolidated Balance Sheets

As of June 30, 2026 and December 31, 2025

(Unaudited)

(In millions, except par value and share amounts)

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

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THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2026 and 2025

(Unaudited)

(In millions)

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

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THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Equity

For the three and six months ended June 30, 2026 and 2025

(Unaudited)

(In millions)

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

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THE MANITOWOC COMPANY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

1. Company and Basis of Presentation

The Manitowoc Company, Inc. (“Manitowoc” or the “Company”) was founded in 1902, and is headquartered in Milwaukee, Wisconsin, United States. Manitowoc, through its wholly-owned subsidiaries, provides high quality, customer-focused lifting products and services world-wide through its Grove, Manitowoc, National Crane, Potain, Shuttlelift, and Upfits by Aspen Equipment brands and its support-focused subsidiary MGX Equipment Services. For more information, visit www.manitowoc.com. The information on our website is not part of this or any other report we file with or furnish to the Securities and Exchange Commission (“SEC”) and is not incorporated herein by reference.

The Company has three reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment, and the Middle East and Asia Pacific (“MEAP”) segment. The Americas segment includes the North America and South America continents. The EURAF reporting segment includes the Europe and Africa continents, excluding the Middle East region. The MEAP reporting segment includes the Asia and Australia continents and the Middle East region. The segments were identified using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance. Refer to Note 16, “Segments,” for additional information.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments necessary for a fair statement of the results of operations for the three and six months ended June 30, 2026 and 2025, the cash flows for the same six month periods, and the financial positions as of June 30, 2026 and December 31, 2025, and except as otherwise discussed, such adjustments consist of only those of a normal recurring nature. The balance sheet as of December 31, 2025 was derived from the audited annual financial statements. The interim results are not necessarily indicative of results for a full year and do not contain all of the information included in the Company’s annual consolidated financial statements and notes for the year ended December 31, 2025. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.

All amounts, except per share data and per share amounts, are in millions throughout the tables in these notes unless otherwise indicated.

2. Recent Accounting Changes and Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense.” The amendments in this ASU require public companies to disclose more information about their expenses in their financial statements. The ASU is effective for annual periods beginning after December 15, 2026 and for interim periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

3. Net Sales

The Company defers revenue when cash payments are received from customers in advance of satisfying the related performance obligation. These amounts are recorded as customer advances in the Condensed Consolidated Balance Sheets. The table below shows the change in the customer advances balance for the three and six months ended June 30, 2026 and 2025.

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The Company recognizes a contract asset for certain remanufacturing, repair, and field service work when service is completed but unbilled as of the end of the period. Contract assets are recorded in other current assets in the Condensed Consolidated Balance Sheets. Contract assets were $12.5 million and $11.7 million as of June 30, 2026 and December 31, 2025, respectively.

4. Fair Value of Financial Instruments

The following table sets forth the Company’s financial assets and liabilities related to foreign currency exchange contracts (“FX Forward Contracts”) and The Manitowoc Company, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) that were accounted for at fair value as of June 30, 2026 and December 31, 2025.

The fair value of the $300.0 million senior secured second lien notes due on October 1, 2031, with an annual coupon rate of 9.25% (the “2031 Notes”), was approximately $322.0 million as of June 30, 2026. Refer to Note 10, “Debt,” for a description of the 2031 Notes and the related carrying value.

The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company estimates the fair value of its 2031 Notes based on quoted market prices of the instruments; because these markets are typically actively traded, the liabilities are classified as Level 1 within the valuation hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and short-term variable debt, including any amounts outstanding under the Company's revolving credit facility, approximate fair value, without being discounted as of June 30, 2026, due to the short-term nature of these instruments.

FX Forward Contracts are valued through an independent valuation source which uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified as Level 2. See Note 5, “Derivative Financial Instruments,” for additional information.

The Deferred Compensation Plan utilizes a rabbi trust to hold assets intended to satisfy the Company’s corresponding future benefit obligations. The plan assets and corresponding obligations for Program B under the Deferred Compensation Plan are classified as Level 1.

5. Derivative Financial Instruments

The Company’s risk management objective is to ensure that business exposures to risks are minimized using the most effective and efficient methods to eliminate, reduce, or transfer such exposures. Operating decisions consider these associated risks and, whenever possible, transactions are structured to avoid or mitigate these risks.

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From time to time, the Company enters into FX Forward Contracts to manage the exposure on forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities in currencies other than the functional currency of certain subsidiaries. Certain of these FX Forward Contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income (loss) (“AOCI”). These changes in fair value are reclassified into earnings as a component of cost of sales, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of other income (expense) – net in the period in which the transaction is no longer considered probable of occurring. During the six months ended June 30, 2026, $5.0 million of forecasted transactions were no longer probable of occurring, resulting in a net loss of $0.1 million being recorded to other income (expense) - net in the Condensed Consolidated Statement of Operations. No amounts were recorded related to forecasted transactions no longer being probable during the three months ended June 30, 2026 and the three and six months ended June 30, 2025.

The Company had FX Forward Contracts with aggregate notional amounts of $58.5 million and $108.7 million in U.S. dollar equivalent as of June 30, 2026 and December 31, 2025, respectively. The aggregate notional amount outstanding as of June 30, 2026 is scheduled to mature within one year. The FX Forward Contracts purchased are denominated in various foreign currencies. Net unrealized gains (losses), net of income tax, recorded in AOCI were $(0.7) million and $0.7 million as of June 30, 2026 and December 31, 2025, respectively.

The net gains (losses) recorded in the Condensed Consolidated Statements of Operations for FX Forward Contracts for the three and six months ended June 30, 2026 and 2025 are summarized as follows:

6. Inventories

The components of inventories as of June 30, 2026 and December 31, 2025 are summarized as follows:

7. Property, Plant, and Equipment

The components of property, plant, and equipment as of June 30, 2026 and December 31, 2025 are summarized as follows:

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Property, plant, and equipment is depreciated over the estimated useful life using the straight-line depreciation method for financial reporting and accelerated methods for income tax purposes.

Additions to property, plant, and equipment included in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 were $2.2 million and $1.8 million, respectively.

Assets Held for Sale

During the six months ended June 30, 2026, the Company committed to a plan to sell its Bauxite, Arkansas facility and certain related assets. The Company determined the assets met the criteria for classification as held for sale under Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment,” as the assets are available for immediate sale in their present condition and management has committed to and initiated an active program to locate a buyer.

During the three months ended June 30, 2026, the Company sold $0.7 million of buildings and $0.2 million of land and land improvements for cash proceeds net of selling costs of $1.0 million. The Company has $0.5 million of machinery and equipment recorded in other current assets on the Condensed Consolidated Balance Sheets as of June 30, 2026. Depreciation on these assets ceased upon their reclassification as assets held for sale and the assets were recorded at the lower of their carrying amount or estimated fair value less costs to sell.

The Company expects to complete the sale of the remaining assets within 12 months of the classification date. These assets are reported within the Americas segment. No assurance can be given that the Company will be able to sell the assets at their estimated fair value or within the expected timeframe.

8. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the six months ended June 30, 2026 are summarized as follows:

The gross carrying amount, accumulated impairment and net book value of the Company's goodwill balances by reportable segment as of June 30, 2026 and December 31, 2025, are summarized as follows:

The Company performs its annual goodwill impairment test during the fourth quarter, or more frequently if events or changes in circumstances indicate that there might be an impairment of the assets. The Company will continue to monitor changes in

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circumstances and test more frequently if those changes indicate that assets might be impaired. The Company determined there was no triggering event during the three and six months ended June 30, 2026.

The gross carrying amount, accumulated amortization, and net book value of the Company’s other intangible assets other than goodwill as of June 30, 2026 and December 31, 2025, are summarized as follows:

The Company performs its annual indefinite-lived intangible assets impairment testing during the fourth quarter, or more frequently if events or changes in circumstances indicate that there might be an impairment of the asset. The Company will continue to monitor changes in circumstances and test more frequently if those changes indicate that assets might be impaired. The Company determined there was no triggering event during the three and six months ended June 30, 2026.

Definite lived intangible assets and long-lived assets are subject to impairment testing whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company determined there was no triggering event during the three and six months ended June 30, 2026.

Other intangible assets with definite lives are amortized over their estimated useful lives.

9. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of June 30, 2026 and December 31, 2025 are summarized as follows:

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10. Debt

Outstanding debt as of June 30, 2026 and December 31, 2025 is summarized as follows:

On March 25, 2019, the Company and certain subsidiaries of the Company (the “Loan Parties”) entered into a credit agreement (the “ABL Credit Agreement”) with JP Morgan Chase Bank, N.A. as administrative and collateral agent, and certain financial institutions party thereto as lenders, providing for a senior secured asset-based revolving credit facility (the “ABL Revolving Credit Facility”) of up to $275.0 million. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable and certain fixed assets of the Loan Parties. The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2031 Notes and the related guarantees. The ABL Revolving Credit Facility includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to the Company’s German subsidiary that is a borrower under the ABL Revolving Credit Facility (the “German Borrower”).

On June 17, 2021, the Company amended the ABL Credit Agreement to adjust certain negative covenants which reduced restrictions on the Company’s ability to expand its rental business. On May 19, 2022, the Company further amended the ABL Credit Agreement to (i) extend the maturity date to May 19, 2027 (subject to a springing maturity date of December 30, 2025 if our senior secured lien notes due April 1, 2026 had not been repaid in full or refinanced prior to December 30, 2025), (ii) permit the inclusion, subject to certain limitations, of the crane rental assets of certain subsidiaries in the borrowing base used to calculate availability under the ABL Credit Agreement, (iii) permit separate financing of crane rental assets not included in the borrowing base and (iv) replace the U.S. dollar London Inter-bank Offered Rate with interest rates based on the secured overnight financing rate plus a credit spread adjustment (“SOFR”).

On September 18, 2024, the Company further amended the ABL Credit Agreement to (i) increase the aggregate commitment by $50.0 million to a total aggregate commitment of up to $325.0 million, of which $100.0 million is available to the German Borrower, (ii) increase the swingline sublimit by $20.0 million to an aggregate $50.0 million, of which $20.0 million is available to the German Borrower, and (iii) extend the maturity date to September 18, 2029.

Borrowings under the ABL Revolving Credit Facility bear interest at a variable rate using either the Alternate Base Rate or Term Benchmark, Applicable Overnight Rate, Central Bank Rate (“CBR”) or RFR rate (each as defined in the ABL Credit Agreement) plus the applicable spread set forth below. The variable interest rate is based upon the average availability as of the most recent determination date as follows:

As of June 30, 2026 and December 31, 2025, the Company had borrowings on the ABL Revolving Credit Facility of $158.5 million and $144.6 million, respectively. The spreads for Term Benchmark, Applicable Overnight Rate, CBR and RFR spread and Alternative Base Rate borrowings were deemed to be in Category 2 for the period from January 1, 2026 to June 30, 2026. As of June 30, 2026, there was excess availability of $163.1 million, which represents revolver borrowing capacity of $325.0 million less $158.5 million of borrowings outstanding and $3.4 million of U.S. letters of credit outstanding.

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As of June 30, 2026, the Company had other indebtedness outstanding of $15.0 million that had a weighted-average interest rate of approximately 4.6%. This debt includes balances on local credit lines, overdraft facilities, and other financing arrangements.

On September 19, 2024, the Company and certain of its subsidiaries entered into an indenture with U.S. Bank Trust Company, National Association as trustee and notes collateral agent, pursuant to which the Company issued $300.0 million aggregate principal amount of the 2031 Notes with an annual coupon rate of 9.25%. Interest on the 2031 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year. The 2031 Notes are fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by each of the Company’s existing and future domestic subsidiaries that is either a guarantor or a borrower under the ABL Revolving Credit Facility or that guarantees certain other debt of the Company or a guarantor. The 2031 Notes and the related guarantees are secured on a second-priority basis, subject to certain exceptions and permitted liens, by pledges of capital stock and other equity interests and other security interests in substantially all of the personal property and fee-owned real property of the Company and of the guarantors that secure obligations under the ABL Revolving Credit Facility. The Company used the net proceeds from this offering, together with cash on hand, to redeem all of its outstanding 9.00% Senior Secured Second Lien Notes due 2026.

Both the ABL Revolving Credit Facility and the 2031 Notes include customary covenants which include, without limitation, restrictions on the Company’s ability and the ability of the Company’s restricted subsidiaries to incur, assume or guarantee additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of the Company’s capital stock or make other restricted payments, make certain investments, sell or transfer certain assets, create liens on certain assets to secure debt, consolidate, merge, sell, or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with affiliates and designate the Company’s subsidiaries as unrestricted. Both the ABL Revolving Credit Facility and the 2031 Notes also include customary events of default. The ABL Revolving Credit Facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in the Company’s business or financial condition since December 31, 2021.

Additionally, the ABL Revolving Credit Facility contains a covenant requiring the Company to maintain a minimum fixed charge coverage ratio under certain circumstances set forth in the ABL Credit Agreement.

As of June 30, 2026, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and the 2031 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months.

11. Accounts Receivable Factoring

The Company has two non-U.S. accounts receivable financing programs with a maximum availability of €25.0 million and €40.0 million. Transactions under the non-U.S. programs were accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the customer's maximum limit and the Company's maximum availability.

For the three and six months ended June 30, 2026, cash proceeds from the factoring of accounts receivable qualifying as sales were $64.6 million and $128.3 million, respectively. For the three and six months ended June 30, 2025, cash proceeds from the factoring of accounts receivable qualifying as sales were $66.8 million and $119.4 million, respectively.

Financing charges incurred from the factoring of accounts receivable qualifying as sales for the three and six months ended June 30, 2026 and 2025 were immaterial.

12. Income Taxes

The Company’s income (loss) before income taxes includes income from both U.S. and foreign jurisdictions. The annual effective tax rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates. In addition, tax expense is impacted by losses in jurisdictions where no tax benefit can be realized.

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For the three months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $7.2 million and benefit for income taxes of $0.2 million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $3.9 million and a benefit for income taxes of $2.7 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company’s unrecognized tax benefits, excluding interest and penalties, were $14.6 million and $15.7 million, respectively.

13. Net Income (Loss) Per Common Share

The following is a reconciliation of the weighted average shares outstanding used to compute basic and diluted net income (loss) per common share:

Equity compensation awards for which total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net income, and accordingly, are excluded from diluted weighted average common shares outstanding. Anti-dilutive equity instruments of 604,861 and 1,272,897 were excluded from the diluted weighted average common shares outstanding for the three months ended June 30, 2026 and 2025, respectively. Anti-dilutive equity instruments of 484,814 were excluded from the diluted weighted average common shares outstanding for the six months ended June 30, 2026. Due to the net loss incurred during the six months ended June 30, 2025, the assumed exercise of all equity instruments was anti-dilutive and, therefore, not included in the net diluted loss per share calculations for that period.

No cash dividends were declared or paid during the three and six months ended June 30, 2026 and 2025.

14. Equity

Authorized capital consists of 75.0 million shares of $0.01 par value common stock and 3.5 million shares of $0.01 par value preferred stock. None of the preferred shares have been issued.

As of June 30, 2026, the Company has $29.3 million remaining under an authorization from the Board of Directors to purchase up to $35.0 million of the Company’s common stock at management’s discretion.

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A reconciliation of the changes in accumulated other comprehensive loss, net of income tax, by component for the three months ended June 30, 2026 and 2025 are summarized as follows:

A reconciliation of the changes in accumulated other comprehensive loss, net of income tax, by component for the six months ended June 30, 2026 and 2025 are summarized as follows:

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A reconciliation of the reclassifications from accumulated other comprehensive loss, net of income tax, for the three and six months ended June 30, 2026 and 2025 are summarized as follows:

(a)

These accumulated other comprehensive loss components are components of net periodic pension cost (see Note 19, “Employee Benefit Plans,” for additional information).

15. Stock-Based Compensation

Equity compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2026 is included in the Company’s 2025 Annual Report on Form 10-K.

The Company grants certain share-based payment awards that are classified as liabilities in accordance with ASC Topic 718, “Compensation—Stock Compensation.” These awards include cash-settled restricted stock units which vest in three annual increments over a three-year period and cash-settled performance share units which vest after three years and are earned based on the extent to which performance goals are met over the applicable performance period.

Liability-classified awards are measured at fair value at each reporting date until settlement. The fair value of these awards is determined using the closing stock price at the end of the reporting period, and is remeasured at each balance sheet date. Changes in fair value are recognized as compensation expense in engineering, selling, and administrative expenses in the Condensed Consolidated Statements of Operations over the requisite service period.

During the year ended December 31, 2025, the Company modified certain 2023 and 2024 restricted stock units and performance share units to settle them in cash in lieu of stock. The performance conditions, if applicable, and vesting schedules remain unchanged for these awards.

As of June 30, 2026, the Company had a liability of $0.9 million recorded in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets related to awards that are expected to settle in cash.

Stock-based compensation expense, including cash-settled liability awards, was $2.1 million and $3.4 million for the three months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense, including cash-settled liability awards, was $5.4 million and $6.0 million for the six months ended June 30, 2026 and 2025, respectively. The Company reports stock-based compensation expense within engineering, selling, and administrative expenses in the Condensed Consolidated Statements of Operations. The Company recognizes stock-based compensation expense over the award’s vesting period, subject to the retirement, death, or disability provisions of the 2013 Omnibus Incentive Plan or the 2025 Omnibus Incentive Plan, as applicable.

The Company granted 406,968 restricted stock units, inclusive of 89,088 director awards, during the three and six months ended June 30, 2026. The Company granted 628,499 restricted stock units, inclusive of 130,207 director awards, during the three and six months ended June 30, 2025. The restricted stock units granted to employees vest in three annual increments over

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a three-year period beginning on the grant date and director awards vest one year from the grant date.

The Company issued 284,072 performance shares to employees during the three and six months ended June 30, 2026. The Company issued 437,969 performance shares to employees during the three and six months ended June 30, 2025. Performance share units vest after three years and are earned based on the extent to which performance goals are met over the applicable performance period. The performance goals and the applicable performance period vary for each grant year.

The performance goals for the performance share units granted in 2026 are weighted 60% on the 3-year average of the Company’s adjusted return on invested capital (“Adjusted ROIC”) percentage from 2026 to 2028 and 40% on cumulative non-new machine sales from January 1, 2026 through December 31, 2028. The Company defines non-new machine sales as parts sales, used crane sales, rental revenue, service revenue and other revenue.

16. Segments

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the President and CEO, who is also the Company’s Chief Operating Decision Maker (“CODM”), for making decisions about the allocation of resources and assessing performance as the source of the Company’s reportable operating segments.

The Company has three reportable segments: Americas, EURAF, and MEAP. The Americas reporting segment includes the North America and South America continents. The EURAF reporting segment includes the Europe and Africa continents, excluding the Middle East region. The MEAP reporting segment includes the Asia and Australia continents and the Middle East region.

The CODM evaluates the performance of the Company's reportable segments based on net sales and operating income. Segment net sales are recognized in the geographic region in which the product is sold. Each reportable segment has new and non-new machine sales. Operating income for each segment includes net sales to third parties, cost of sales directly attributable to the segment, selling and administrative costs directly attributable to the segment, and engineering costs directly attributable to the segment. Manufacturing variances generated by the manufacturing locations within each operating segment are maintained in each segment’s operating income. Operating income for each segment excludes other income and expense and certain expenses managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses such as stock-based compensation expenses, income taxes and other separately managed general and administrative costs. The Company does not include intercompany sales between segments for management reporting purposes. The CODM does not evaluate performance of the reportable segments based on total assets.

The following tables show information by reportable segment for the three and six months ended June 30, 2026 and 2025:

(a)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(b)

Other segment items for each reportable segment include:

Americas — amortization expense and restructuring expense.

EURAF — restructuring expense.

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(c)

The amount of depreciation and amortization disclosed by reportable segment is included within cost of sales or engineering, selling, and administration costs, as applicable.

(a)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(b)

Other segment items for each reportable segment include:

Americas — amortization expense and restructuring expense.

EURAF — restructuring expense.

(c)

The amount of depreciation and amortization disclosed by reportable segment is included within cost of sales or engineering, selling, and administration costs, as applicable.

Net sales by geographic area for the three and six months ended June 30, 2026 and 2025 are summarized as follows:

New machine and non-new machine sales for the three and six months ended June 30, 2026 and 2025 are summarized as follows:

17. Commitments and Contingencies

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business which have not been fully resolved. The outcome of any litigation is inherently uncertain. When a loss related to a legal proceeding or claim is probable and reasonably estimable, the Company accrues its best estimate for the ultimate resolution of the matter.

As of June 30, 2026, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these lawsuits are insured with self-insurance retention levels. The Company’s self-insurance retention levels vary by business and have fluctuated over the last 10 years. As of June 30, 2026, the largest self-insured retention level for new occurrences currently maintained by the Company is $3.0 million per occurrence and applies to product liability claims arising in North America.

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As of June 30, 2026, current and long-term product liability reserves were $2.6 million and $7.7 million, respectively. As of December 31, 2025, current and long-term product liability reserves were $2.0 million and $6.8 million, respectively. Current product liability reserves are included within other liabilities and long-term product liability reserves are included within other non-current liabilities in the Condensed Consolidated Balance Sheets. These amounts are not reduced for insurance recoveries for claims above the Company's self-insured retention level. As of June 30, 2026 and December 31, 2025, the Company had zero estimated insurance recoveries included in other current assets in the Condensed Consolidated Balance Sheets.

Reserves for product-related lawsuits were estimated using a combination of actual case reserves and actuarial methods. Based on the Company’s experience in defending product liability claims, management believes the reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.

On May 1, 2026, the Company voluntarily submitted a prior disclosure to U.S. Customs and Border Protection related to potential errors in the methodology used to calculate tariffs on the Company’s imports of steel and steel derivative products between April 29, 2021 and April 29, 2026. The disclosure was made proactively given uncertainty with respect to calculating certain tariffs and with the intent of mitigating potential penalties in the event errors are identified. The Company has paid approximately $18.0 million of Section 232 tariffs during the 5-year period covered by the prior disclosure. The Company believes it has a strong legal and factual basis for the method of calculation and the amount of tariffs paid; however, the ultimate outcome of this matter is uncertain.

18. Guarantees

The Company periodically enters into transactions with customers that provide for buyback commitments. The Company evaluates each agreement at inception to determine if the customer has a significant economic incentive to exercise the buyback option. If it is determined that the customer has a significant economic incentive to exercise that right, the revenue is deferred and the agreement is accounted for as a lease in accordance with ASC Topic 842, “Leases” (“Topic 842”). If it is determined that the customer does not have a significant economic incentive to exercise that right, then revenue is recognized when control of the product is transferred to the customer. The revenue deferred related to buyback obligations accounted for under Topic 842 included in other current and non-current liabilities as of June 30, 2026 and December 31, 2025 was $21.3 million and $18.7 million, respectively. The total amount of buyback commitments given by the Company and outstanding as of June 30, 2026 and December 31, 2025 was $41.3 million and $39.8 million, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the cranes. The buyback commitments expire at various times through 2032. The Company also has various loss guarantees with maximum liabilities of $21.7 million and $24.0 million as of June 30, 2026 and December 31, 2025, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the cranes securing the related guarantees.

In the normal course of business, the Company provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the Company. Such warranties generally provide that products will be free from defects for periods ranging from 12 months to 60 months. In addition, the Company may incur other warranty-related costs outside of its standard warranty period. Costs for other warranty-related work are recorded in the period a loss is probable and can be reasonably estimated.

As of June 30, 2026 and December 31, 2025, the Company had reserves of $42.6 million and $45.0 million, respectively, for warranty and other warranty related work included in product warranties and other non-current liabilities in the Condensed Consolidated Balance Sheets. Certain of these warranty and other related claims involve matters in dispute that may ultimately be resolved by negotiation, arbitration, or litigation.

Below is a table summarizing the warranty and other warranty related work for the three and six months ended June 30, 2026 and 2025.

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The long-term portion of the warranty liability is recorded in other non-current liabilities in the Condensed Consolidated Balance Sheets.

The Company sells extended warranty contracts, which it accounts for as a service type warranty under ASC Topic 606, “Revenue from Contracts with Customers.” Revenue associated with extended warranty contracts is deferred and amortized on a straight-line basis over the duration of the extended warranty period. As of June 30, 2026 and December 31, 2025, there was $11.9 million and $9.6 million, respectively, of deferred revenue included in both other liabilities and other non-current liabilities in the Condensed Consolidated Balance Sheets.

19. Employee Benefit Plans

The Company provides certain pension, health care, and death benefits to eligible retirees and their dependents. The funding mechanism for such benefits varies based on the country where the plan is located and the related plan. Eligibility for pension coverage is based on retirement qualifications. Healthcare benefits may be subject to deductibles, co-payments, and other limitations. The Company reserves the right to modify benefits unless prohibited by local laws or regulations.

The components of net periodic benefit cost (income) for the three and six months ended June 30, 2026 and 2025 are summarized as follows:

The components of net periodic benefit cost (income) other than the service cost component are included in other income (expense) - net in the Condensed Consolidated Statements of Operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations therein, and the interim condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q.

All dollar amounts are in millions throughout the tables included in Management’s Discussion and Analysis of Financial Condition and Results of Operations unless otherwise indicated.

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Current Events

During the second quarter of 2026, the Company received $26.2 million of refunds from U.S. Customs and Border Protection related to previously paid International Emergency Economic Powers Act (“IEEPA”) tariffs. As a result of the refunds received, the Company recognized a net benefit of $11.8 million during the quarter as a reduction of cost of sales within the Condensed Consolidated Statement of Operations. The amount recognized includes the gross benefit from the IEEPA tariff refund, net of refunds expected to be provided to customers, adjustments to previously recognized tariff costs, and interest income recorded to other income (expense) – net. Additionally, there is $4.3 million of IEEPA refund amounts capitalized into inventory that is expected to be recognized in earnings as the associated inventory is sold. The Company continues to monitor ongoing legal and regulatory developments related to tariffs.

Orders and Backlog

Orders and backlog are not measures defined by GAAP and our methodology for determining orders and backlog may vary from the methodology used by other companies. Management uses orders and backlog for capacity and resource planning. The Company believes this information is useful to investors to provide an indication of future revenues. Backlog represents the dollar value of orders which are expected to be recognized in net sales in the future. Orders are included in backlog when an executed binding contract with a price that has a floor has been received but has not been recognized in net sales.

Orders for the three months ended June 30, 2026 increased 56.1% to $708.7 million from $453.9 million for the same period in 2025. The increase in orders was primarily attributable to higher demand in all of the Company’s three segments. Orders were favorably impacted by $6.5 million from changes in foreign currency exchange rates.

Orders for the six months ended June 30, 2026 increased 27.3% to $1,354.4 million from $1,064.2 million for the same period in 2025. The increase in orders was primarily attributable to higher demand in all of the Company’s three segments. Orders were favorably impacted by $32.2 million from changes in foreign currency exchange rates.

As of June 30, 2026, total backlog was $1,050.1 million, an increase of 32.3% from the December 31, 2025 backlog of $793.5 million, and an increase of 44.0% from the June 30, 2025 backlog of $729.3 million. Backlog was unfavorably impacted by $44.6 million from changes in foreign currency exchange rates since December 31, 2025 and was unfavorably impacted by $9.8 million from changes in foreign currency exchange rates since June 30, 2025.

Results of Operations For the Three and Six Months Ended June 30, 2026 and 2025:

• Measure not meaningful.

Net Sales

Consolidated net sales for the three months ended June 30, 2026 increased 10.3% to $594.9 million from $539.5 million in the same period in 2025. This increase was primarily attributable to $69.0 million of higher new machine sales in the Company's EURAF and MEAP segments and $10.6 million of higher non-new machine sales across all three segments. This was partially offset by $24.1 million of lower new machine sales in the Company’s Americas segment. Net sales were favorably impacted by $6.5 million from changes in foreign currency exchange rates.

Consolidated net sales for the six months ended June 30, 2026 increased 7.8% to $1,089.5 million from $1,010.4 million in the same period in 2025. This increase was primarily attributable to $83.0 million of higher new machine sales in the Company's EURAF and MEAP segments and $15.7 million of higher non-new machine sales across all three segments. This was partially offset by $19.6 million of lower new machine sales in the Company’s Americas segment. Net sales were favorably impacted by $25.5 million from changes in foreign currency exchange rates.

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Gross Profit

Gross profit for the three months ended June 30, 2026 increased 24.3% to $123.1 million as compared to $99.0 million for the same period in 2025. The increase was primarily due to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA and higher non-new machine sales and higher new machine revenue across the Company's EURAF and MEAP segments. This was partially offset by $2.5 million of higher year over year other tariff related costs. Gross profit was favorably impacted by $1.2 million from changes in foreign currency exchange rates.

Gross profit for the six months ended June 30, 2026 increased 15.7% to $218.4 million as compared to $188.8 million for the same period in 2025. The increase was primarily due to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA and higher revenue in the Company's EURAF and MEAP segments. This was partially offset by $4.6 million of higher year over year other tariff related costs. Gross profit was favorably impacted by $4.6 million from changes in foreign currency exchange rates.

Gross profit percentage for the three months ended June 30, 2026 increased to 20.7% as compared to 18.4% for the same period in 2025. The improvement in gross profit percentage was primarily due to the net tariff benefit discussed above.

Gross profit percentage for the six months ended June 30, 2026 increased to 20.0% as compared to 18.7% for the same period in 2025. The improvement in gross profit percentage was primarily due to the net tariff benefit discussed above.

Engineering, Selling, and Administrative Expenses

Engineering, selling, and administrative expenses for the three months ended June 30, 2026 increased 3.4% to $90.4 million from $87.4 million for the same period in 2025. The increase was primarily due to higher employee costs. Engineering, selling, and administrative expenses were unfavorably impacted by $1.1 million from changes in foreign currency exchange rates.

Engineering, selling, and administrative expenses for the six months ended June 30, 2026 increased 6.3% to $181.0 million from $170.3 million for the same period in 2025. The increase was primarily due to higher employee costs. Engineering, selling, and administrative expenses were unfavorably impacted by $4.9 million from changes in foreign currency exchange rates.

Interest Expense

Interest expense for the three months ended June 30, 2026 and 2025 was $9.2 million. See further detail at Note 10, “Debt” to the Condensed Consolidated Financial Statements.

Interest expense for the six months ended June 30, 2026 was $18.1 million as compared to $17.9 million for the same period in 2025. See further detail at Note 10, “Debt” to the Condensed Consolidated Financial Statements.

Other Income (Expense) - Net

Other income (expense) - net was $(0.2) million of expense during the three months ended June 30, 2026 and income of $1.0 million for the same period in 2025. Other income (expense) - net during the three months ended June 30, 2026 was primarily composed of $3.3 million of net currency transaction losses, partially offset by $2.4 million of interest income, which includes $0.9 million of interest received from IEEPA tariff refunds, and $0.5 million of gains on disposal of certain assets. Other income during the three months ended June 30, 2025 was primarily composed of $2.0 million of currency gain. This was partially offset by $0.5 million of pension related costs and $0.6 million of interest related to settlement of the matter with the U.S. Environmental Protection Agency ("EPA").

Other income (expense) - net was $(3.3) million of expense during the six months ended June 30, 2026 and $(4.0) million of expense for the same period in 2025. Other income (expense) - net during the six months ended June 30, 2026 was primarily composed of $6.7 million of net currency transaction losses, partially offset by $2.8 million of interest income, which includes $0.9 million of interest received from IEEPA tariff refunds, and $0.6 million of gains on disposal. Other income (expense) - net during the six months ended June 30, 2025 was primarily composed of $2.9 million of currency loss and $1.0 million of pension related costs and $0.6 million of interest related to settlement of the matter with the EPA.

Provision (Benefit) for Income Taxes

For the three months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $7.2 million and benefit for income taxes of $(0.2) million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $3.9 million and a benefit for income taxes of $(2.7) million, respectively. Changes to jurisdictional mix and year-to-date income before income taxes resulted in a provision for income taxes in the three and six months ended June 30, 2026 as compared to the prior year's benefit for income taxes. In addition, the Company's effective tax

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rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates and losses in certain jurisdictions where no tax benefit can be realized.

Segment Operating Performance

The Company manages its business primarily on a geographic basis. The Company has three reportable segments: the Americas segment, EURAF segment, and MEAP segment. Further information regarding the Company’s reportable segments can be found in Note 16, “Segments,” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Americas

Americas segment net sales decreased 6.6% for the three months ended June 30, 2026 to $301.9 million from $323.2 million for the same period in 2025. The decrease was attributable to $24.1 million of lower new machine sales, partially offset by higher non-new machine sales.

Americas segment net sales decreased 2.1% for the six months ended June 30, 2026 to $570.3 million from $582.5 million for the same period in 2025. The decrease was attributable to $19.6 million of lower new machine sales, partially offset by higher non-new machine sales.

Americas segment operating income increased $6.1 million for the three months ended June 30, 2026 to $32.2 million from $26.1 million for the same period in 2025. The increase was primarily attributable to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA, partially offset lower sales and by $2.5 million of higher year over year other tariff related costs.

Americas segment operating income increased $0.6 million for the six months ended June 30, 2026 to $44.4 million from $43.8 million for the same period in 2025. The increase was primarily attributable to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA, partially offset by lower sales and $4.6 million of higher year over year other tariff related costs.

EURAF

EURAF segment net sales increased 29.3% for the three months ended June 30, 2026 to $197.2 million from $152.5 million for the same period in 2025. The increase was primarily attributable to $41.2 million of higher new crane sales. Segment net sales were favorably impacted by $3.3 million from changes in foreign currency exchange rates.

EURAF segment net sales increased 22.3% for the six months ended June 30, 2026 to $364.6 million from $298.1 million for the same period in 2025. The increase was primarily attributable to $62.5 million of higher new crane sales. Segment net sales were favorably impacted by $17.9 million from changes in foreign currency exchange rates.

EURAF segment operating loss decreased $11.9 million for the three months ended June 30, 2026 to $2.7 million from $14.6 million for the same period in 2025. The decrease in operating loss was primarily attributable to favorable product mix, higher net sales, and better operational performance. Segment operating loss was unfavorably impacted by $0.3 million from changes in foreign currency exchange rates.

EURAF segment operating loss decreased $17.9 million for the six months ended June 30, 2026 to $8.0 million from $25.9 million for the same period in 2025. The decrease in operating loss was primarily attributable to higher net sales and better operational performance. Segment operating loss was unfavorably impacted by $1.2 million from changes in foreign currency exchange rates.

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MEAP

MEAP segment net sales increased 50.2% for the three months ended June 30, 2026 to $95.8 million from $63.8 million for the same period in 2025. The increase was primarily attributable to $27.7 million of higher new machine sales. MEAP segment net sales were favorably impacted by $2.9 million from changes in foreign currency exchange rates.

MEAP segment net sales increased 19.1% for the six months ended June 30, 2026 to $154.6 million from $129.8 million for the same period in 2025. The increase was primarily attributable to $20.6 million of higher new machine sales. MEAP segment net sales were favorably impacted by $6.7 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $4.2 million for the three months ended June 30, 2026 to $14.0 million from $9.8 million for the same period in 2025. The increase was primarily due to higher net sales, partially offset by unfavorable product mix. MEAP segment operating income was favorably impacted by $0.4 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $0.9 million for the six months ended June 30, 2026 to $22.1 million from $21.2 million for the same period in 2025. The increase was primarily due higher sales, partially offset by favorable product mix. MEAP segment operating income was favorably impacted by $1.1 million from changes in foreign currency exchange rates.

Financial Condition

Cash Flows

A summary of cash flows for the six months ended June 30, 2026 and 2025 are as follows:

Cash Flows From Operating Activities

Cash flows provided by operating activities of $35.4 million for the six months ended June 30, 2026 increased $90.2 million from $54.8 million of cash used by financing activities for the same period in 2025. The increase in net cash provided by operating activities was primarily driven by a $42.6 million payment to settle a legal matter with the U.S. EPA made in 2025, $33.2 million of higher cash provided by the net change in operating assets and liabilities, and $26.2 million of cash receipts from the refund of tariffs paid under IEEPA.

Cash Flows From Investing Activities

Net cash used for investing activities of $20.3 million for the six months ended June 30, 2026 decreased $9.2 million from $29.5 million for the same period in 2025. The decrease in net cash used for investing activities was primarily due to $12.9 million of cash outflows in the prior year related to the purchase of certain assets and territory from Ring Power Corporation, partially offset by an increase in capital expenditures of $3.7 million, net of proceeds from property, plant, and equipment in the current year.

Cash Flows From Financing Activities

Net cash provided by financing activities of $4.1 million for the six months ended June 30, 2026 decreased $62.9 million from $67.0 million of cash provided by financing activities for the same period in 2025. The decrease in net cash provided by financing activities was primarily due to a reduction of $56.0 million of borrowings under the ABL Revolving Credit Facility.

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Liquidity and Capital Resources

The Company’s liquidity position as of June 30, 2026, December 31, 2025 and June 30, 2025 is summarized as follows:

The Company believes its liquidity and expected cash flows from operations are sufficient to meet expected working capital, capital expenditure, and other general ongoing operational needs in the subsequent twelve months.

Cash Sources

The Company has historically relied primarily on cash flows from operations, borrowings under revolving credit facilities and overdraft facilities, issuances of notes, and other forms of debt financing as its sources of cash.

The maximum availability under the Company’s current ABL Revolving Credit Facility is $325.0 million, of which $100.0 million is available to our German subsidiary. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable and certain fixed assets of the Loan Parties. The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2031 Notes and the related guarantees. The ABL Revolving Credit Facility has a maturity date of September 18, 2029, and includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to the Company's German subsidiary that is a borrower under this facility.

In addition to the ABL Revolving Credit Facility, the Company has access to committed and non-committed lines of credit to fund working capital in Europe and China. There are six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥50.0 million. Total U.S. dollar availability as of June 30, 2026 for the six facilities was $49.6 million, with $4.4 million outstanding.

Debt

Outstanding debt as of June 30, 2026 and December 31, 2025 is summarized as follows:

Both the ABL Revolving Credit Facility and 2031 Notes include customary covenants and events of default. Refer to Note 10, “Debt,” to the Condensed Consolidated Financial Statements for additional discussions of covenants under the ABL Revolving Credit Facility and 2031 Notes. As of June 30, 2026, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and 2031 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months. From time to time, the Company seeks to opportunistically raise capital in the debt capital markets and bank credit markets.

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Non-GAAP Measures

The Company uses EBITDA, adjusted EBITDA, adjusted operating income (loss), adjusted net income (loss), adjusted diluted net income (loss) per share (“adjusted DEPS”), adjusted return on invested capital (“adjusted ROIC”) and free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance. The Company believes these non-GAAP measures provide important supplemental information to readers regarding business trends that can be used in evaluating its results because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance. These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information provided herein.

Adjusted ROIC

Adjusted ROIC measures how efficiently the Company uses invested capital in its operations. Adjusted ROIC is not a measure defined by GAAP and the Company’s methodology for determining Adjusted ROIC may vary from the methodology used by other companies. Management and the Board of Directors use Adjusted ROIC as a measure to assess operational performance and capital allocation. The Company believes this information is useful to investors as it provides a measure of value creation as a percentage of capital invested.

Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the trailing twelve-months by the five-quarter average of invested capital. Adjusted NOPAT is calculated for each quarter by taking operating income plus the addback of amortization of intangible assets, and the addback or subtraction of restructuring expenses, other non-recurring items – net, and provision for income taxes, which is determined using a 15% tax rate. Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt. Income tax assets - net are defined as net income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.

The Company’s Adjusted ROIC as of June 30, 2026 was 6.9%. Below is the calculation of Adjusted ROIC as of June 30, 2026 and 2025.

(1)

The adjustments in 2026 represent the addback of $2.5 million of costs associated with a legal matter and $0.3 million of other one-time costs. The adjustment in 2025 represents the addback of $3.6 million of costs associated with a legal matter with the EPA.

Adjusted Net Income (Loss) and Adjusted DEPS

The Company defines adjusted net income (loss) as net income (loss) plus the addback or subtraction of restructuring and other non-recurring items. Adjusted DEPS is defined as adjusted net income (loss) divided by diluted weighted average shares

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outstanding. Diluted weighted average common shares outstanding are adjusted for the effect of dilutive stock awards when there is net income on an adjusted basis, as applicable. The reconciliation of net income (loss) and diluted net income (loss) per share to adjusted net income (loss) and Adjusted DEPS for the three and six months ended June 30, 2026 and 2025 are summarized as follows. All dollar amounts are in millions, except per share data and share amounts.

(1)

The adjustment in 2026 represents the addback of $2.0 million of costs associated with a legal matter.

(2)

The adjustments in 2026 and 2025 represent the addback of restructuring expense.

(3)

The adjustment in 2025 represents $0.6 million of interest related to settlement of a legal matter with the EPA.

(4)

The adjustments in 2026 and 2025 represent the net income tax impact of items (1) and (2).

(1)

The adjustments in 2026 represent the addback of $2.5 million of costs associated with a legal matter and $0.3 million of other one-time costs.

(2)

The adjustments in 2026 and 2025 represent the addback of restructuring expense.

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(3)

The adjustment in 2025 represents $0.6 million of interest related to settlement of a legal matter with the EPA.

(4)

The adjustments in 2026 and 2025 represent the net income tax impact of items (1) and (2).

EBITDA and Adjusted EBITDA

The Company defines EBITDA as net income (loss) before interest, taxes, depreciation, and amortization. The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other income (expense) - net, and certain other non-recurring items.

The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 and trailing twelve months is summarized as follows.

(1)

Other non-recurring items - net for the three months ended June 30, 2026 relate to $2.0 million of costs associated with a legal matter. Other non-recurring items - net for the six months ended June 30, 2026 relate to $2.5 million of costs associated with a legal matter and $0.3 million of other one-time costs.

(2)

Other (income) expense - net includes net foreign currency (gains) losses, other components of net periodic pension costs, and other items in the three, six, and trailing twelve months ended June 30, 2026 and the three and six months ended June 30, 2025.

Free Cash Flows

Free cash flows is defined as net cash provided by operating activities less cash outflow from investment in capital expenditures. The reconciliation of net cash provided by operating activities to free cash flows for the six months ended June 30, 2026 and 2025 is summarized as follows.

Critical Accounting Policies

The Company's critical accounting policies have not materially changed since the 2025 Annual Report on Form 10-K was filed. Refer to the Critical Accounting Policies and Estimates in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report on Form 10-K for the year ended December 31, 2025 for information about the Company’s policies, methodology and assumptions related to critical accounting policies.

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Item 3. Quantitative and Qualitative Disclosure about Market Risk

The Company’s market risk disclosures have not materially changed since the 2025 Annual Report on Form 10-K was filed. The Company’s quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Disclosure Controls and Procedures: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting: The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the period covered by this report, the Company made no changes that have materially affected, or that are reasonably likely to materially affect, its internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

Other than the update below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 18, 2026.

Our business is subject to risks related to tariffs and trade policies, and changes in the interpretation, administration, or enforcement of such measures could materially adversely affect us.

Our supply chain in the United States includes imported components and raw materials, including steel and steel derivative products. Changes in U.S. trade policy, including the imposition, modification, or enforcement of tariffs and related trade measures, have increased uncertainty and may continue to result in higher input costs, supply chain disruptions, pricing pressure, reduced demand, and increased volatility in our results of operations.

Significant uncertainty also exists regarding the scope, duration, and administration of existing and potential changes to tariffs, including the outcome of legal and regulatory challenges to certain tariff authorities, the timing, availability, amount and administration of any tariff exclusions or refunds, the potential modification or reinstatement of certain tariffs, the results and potential impacts of any country-specific tariffs, any potential claim by customers for reimbursement of tariffs, and the risk of retaliatory measures by foreign governments. Any resulting incremental tariffs, refunds, credits, pricing concessions, disputes, or related administrative or legal costs could negatively affect our margins and have a material adverse effect on our business, financial condition, cash flows, and results of operations.

We continue to evaluate mitigation strategies, including pricing actions, sourcing adjustments, duty recovery programs, and supply chain optimization; however, there can be no assurance that such measures will be successful or sufficient to offset the impacts of tariffs or related trade actions.

On May 1, 2026, the Company voluntarily submitted a prior disclosure to U.S. Customs and Border Protection related to potential errors in the methodology used to calculate tariffs on the Company’s imports of steel and steel derivative products between April 29, 2021 and April 29, 2026. The disclosure was made proactively given uncertainty with respect to calculating certain tariffs and with the intent of mitigating potential penalties in the event errors are identified. The Company has paid approximately $18.0 million of Section 232 tariffs during the 5-year period covered by the prior disclosure. The Company believes it has a strong legal and factual basis for the method of calculation and the amount of tariffs paid. The final resolution of this matter could result in material incremental tariffs, refunds, credits, interest, or legal or administrative costs, and could materially adversely affect our business, financial condition, results of operations, or cash flows.

Item 5. Other Information

(c) During the three months ended June 30, 2026, no director or Section 16 officer of the Company adopted a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

(1) Filed Herewith

(2) Furnished Herewith

** Management contract and executive compensation plans and arrangements.

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