UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 10-Q

_____________________________________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~JANUARY~~APRIL 3130, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO _________________.

Commission File Number 1-7891

DONALDSON COMPANY, INC.

(Exact name of registrant as specified in its charter)


Delaware						41-0222640
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

1400 West 94th Street

Minneapolis, Minnesota 55431

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (952) 887-3131

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(s)	Name of each exchange on which registered
Common Stock, $5.00 par value	DCI	New York Stock Exchange

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller 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

As of May 21, 2026, 115,911,056 shares of the registrant’s common stock, par value $5.00 per share, were outstanding.

PART I. FINANCIAL INFORMATION


Item 1. Financial Statements

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share amounts)

(Unaudited)

	Three Months EndedJanuary 31,				Six Months EndedJanuary 31,
	Three Months EndedApril 30,				Nine Months EndedApril 30,
	2026		2025		2026		2025
Net sales	$	~~896~~995.31	$	~~870~~940.01	$	12,~~831~~826.78	$	12,~~770~~710.12
Cost of sales	~~596~~661.57		~~564~~618.12		1,~~203~~864.18		1,~~144~~762.68
Gross profit	~~299~~333.84		~~305~~321.9		~~628~~962.60		~~625~~947.54
Selling, general and administrative	~~162~~158.59		~~159~~152.23		~~332~~491.10		~~325~~477.36
Gain on sale of fixed assets	—		—		(9.3)		—
Loss on impairment of intangible assets	—		62.0		—		62.0
Research and development	18.6		21.2		37.8		43.9
Gain on sale of fixed assets	—		(1.2)		(9.3)		(1.2)
Operating expenses	181.1		180.4		360.6		369.2
Research and development	19.2		21.4		57.0		65.3
Operating income	118.7		125.5		268.0		256.3
Operating expenses	178.1		234.5		538.7		603.7
Interest expense	7.7		5.9		14.8		11.4
Operating income	155.3		87.4		423.3		343.7
Other income, net	(5.6)		(5.4)		(10.9)		(10.6)
Interest expense	6.5		5.7		21.3		17.1
Earnings before income taxes	116.6		125.0		264.1		255.5
Other income, net	(6.0)		(5.3)		(16.9)		(15.9)
Income taxes	24.1		29.1		57.7		60.6
Earnings before income taxes	154.8		87.0		418.9		342.5
Net earnings	$	92.5	$	95.9	$	206.4	$	194.9
Income taxes	36.7		29.2		94.4		89.8
Weighted average shares – basic	115.6		119.6		115.8		119.8
Net earnings	$	118.1	$	57.8	$	324.5	$	252.7
Weighted average shares – diluted	117.9		121.4		117.8		121.7
Weighted average shares – basic	115.9		118.8		115.8		119.4
Net earnings per share – basic	$	0.80	$	0.80	$	1.78	$	1.63
Weighted average shares – diluted	118.1		120.3		117.9		121.2
Net earnings per share – diluted	$	0.78	$	0.79	$	1.75	$	1.60
Net earnings per share – basic	$	1.02	$	0.49	$	2.80	$	2.12
Net earnings per share – diluted	$	1.00	$	0.48	$	2.75	$	2.09

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months EndedJanuary 31,				Six Months EndedJanuary 31,
	Three Months EndedApril 30,				Nine Months EndedApril 30,
	2026		2025		2026		2025
Net earnings	$	92118.51	$	9557.98	$	~~206~~324.45	$	~~194~~252.97
Other comprehensive income:
Foreign currency translation gain (loss)	32.3		(33.9)		39.8		(29.0)
Foreign currency translation (loss) gain	(12.2)		54.1		27.6		25.1
Pension liability adjustment, net of deferred taxes of $0.0, $(0.5), $0.0, and $(0.5), respectively	(0.7)		1.1		(0.2)		1.5
Pension liability adjustment, net of deferred taxes of $(0.9), $0.4, $(0.9), and $(0.1), respectively	3.3		(0.9)		3.1		0.6
Derivatives:
(Loss) gain on hedging derivatives, net of deferred taxes of $0.6,$(0.8), $0.6, and $(0.5), respectively	(1.8)		2.1		(2.2)		1.0
Gain (loss) on hedging derivatives, net of deferred taxes of $(0.3), $1.4, $0.3, and $0.9, respectively	0.8		(4.5)		(1.4)		(3.5)
Reclassification of hedging derivatives to net earnings, net of taxes of $0.2, $(0.3), $0.2, and $(0.7), respectively	(0.9)		0.7		(0.5)		2.4
Reclassification of hedging derivatives to net earnings, net of taxes of $(0.1), $0.5, $0.1, and $(0.2), respectively	0.3		(1.5)		(0.2)		0.9
Total derivatives	(21.7)1		2(6.80)		(21.76)		3(2.46)
Net other comprehensive income (loss)	28.9		(30.0)		36.9		(24.1)
Net other comprehensive (loss) income	(7.8)		47.2		29.1		23.1
Comprehensive income	$	~~121~~110.43	$	65105.90	$	~~243~~353.36	$	~~170~~275.8

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts)

(Unaudited)

	January 31,2026		July 31,2025
	April 30,2026		July 31,2025
Assets
Current assets:
Cash and cash equivalents	$	~~194~~204.41	$	180.4
Accounts receivable, less allowances of $3.5 and $2.9, respectively	647.9		662.2
Accounts receivable, less allowances of $3.4 and $2.9, respectively	702.1		662.2
Inventories, net	~~555~~535.89		513.6
Prepaid expenses and other current assets	~~128~~130.97		105.5
Total current assets	1,~~527~~572.08		1,461.7
Property, plant and equipment, net	~~645~~637.32		644.5
Goodwill	~~504~~499.14		493.6
Intangible assets, net	9592.03		97.4
Other long-term assets	~~289~~285.08		280.0
Total assets	$	3,~~060~~087.45	$	2,977.2
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings	$	—10.3	$	31.2
Current maturities of long-term debt	6.54		6.7
Accounts payable	~~348~~353.84		368.6
Accrued employee compensation and related taxes	~~122~~139.95		144.3
Income taxes payable	1314.30		43.9
Other current liabilities	~~174~~144.49		162.5
Total current liabilities	~~665~~668.95		757.2
Long-term debt	~~674~~591.36		630.4
Non-current income taxes payable	1920.73		19.0
Deferred income taxes	10.92		10.5
Other long-term liabilities	~~114~~101.56		106.6
Total liabilities	1,~~485~~392.32		1,523.7
Stockholders’ equity:
Preferred stock, $1.00 par value, 1,000,000 shares authorized, none issued	—		—
Common stock, $5.00 par value, 240,000,000 shares authorized, 151,643,194 shares issued	758.2		758.2
Additional paid-in capital	3840.15		35.8
Retained earnings	2,~~747~~865.23		2,610.1
Accumulated other comprehensive loss	(~~143~~151.86)		(180.7)
Treasury stock, 35,887,771 and 35,600,740 shares, respectively, at cost	(1,824.6)		(1,769.9)
Treasury stock, 35,738,658 and 35,600,740 shares, respectively, at cost	(1,817.1)		(1,769.9)
Total stockholders’ equity	1,~~575~~695.13		1,453.5
Total liabilities and stockholders’ equity	$	3,~~060~~087.45	$	2,977.2

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Six Months EndedJanuary 31,
	Nine Months EndedApril 30,
	2026		2025
Operating Activities
Net earnings	$	~~206~~324.45	$	~~194~~252.97
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	4873.90		5075.51
Deferred income taxes	(0.87)		(1319.32)
Stock-based compensation expense	1620.04		1620.41
Gain on sale of fixed assets	(9.3)		—
Loss on impairment of intangible assets	—		62.0
Other, net	0.8		0.6
Gain on sale of fixed assets	(9.3)		(1.2)
Changes in operating assets and liabilities	(105.2)		(85.8)
Other, net	3.3		(9.4)
Net cash provided by operating activities	158.4		163.3
Changes in operating assets and liabilities	(117.4)		(129.1)
Net cash provided by operating activities	293.8		251.0
Investing Activities
Purchases of property, plant and equipment	(2952.25)		(4460.03)
Proceeds from sale of property, plant and equipment	10.83		0.1.7
Equity investment	—		(71.2)
Net cash used in investing activities	(1842.42)		(~~115~~129.18)
Financing Activities
Proceeds from long-term debt	4038.09		55190.0
Repayments of long-term debt	—(80.0)		(2065.0)
Change in short-term borrowings	(3120.18)		1054.71
Purchase of treasury stock	(111.2)		(81272.62)
Payment of contingent consideration	—(0.8)		(12.8)
Dividends paid	(69104.30)		(6496.69)
Exercise of stock options and other	4045.16		1317.84
Net cash used in financing activities	(~~131~~232.53)		(88175.54)
Effect of exchange rate changes on cash	54.54		~~(3.3)~~—
Increase (decrease) in cash and cash equivalents	1423.07		(4354.62)
Cash and cash equivalents, beginning of period	180.4		232.7
Cash and cash equivalents, end of period	$	~~194~~204.41	$	~~189~~178.15
Supplemental Cash Flow Information
Income taxes paid	$	99133.6	$	83134.59
Interest paid	$	1119.71	$	1114.17
Supplemental Disclosure of Non-Cash Operating and Investing Transactions
Accrued property, plant and equipment additions	$	149.43	$	1213.60
Leased assets obtained in exchange for new operating lease liabilities	$	1315.36	$	1721.16

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended January 31, 2026 and 2025
	Three Months Ended April 30, 2026 and 2025
	CommonStock		AdditionalPaid-inCapital		RetainedEarnings		AccumulatedOtherComprehensiveLoss		TreasuryStock		Total
Balance as of October 31, 2025	$	758.2	$	37.0	$	2,724.1	$	(172.7)	$	(1,830.0)	$	1,516.6
Net earnings					92.5						92.5
Other comprehensive income							28.9				28.9
Treasury stock acquired									(16.7)		(16.7)
Dividends declared ($0.60 per share)					(69.4)						(69.4)
Stock compensation and other activity			1.1						22.1		23.2
Balance as of January 31, 2026	$	758.2	$	38.1	$	2,747.2	$	(143.8)	$	(1,824.6)	$	1,575.1
Balance as of October 31, 2024	$	758.2	$	32.6	$	2,476.4	$	(193.0)	$	(1,531.2)	$	1,543.0
Net earnings					118.1						118.1
Net earnings					95.9						95.9
Other comprehensive loss							(7.8)				(7.8)
Other comprehensive loss							(30.0)				(30.0)
Treasury stock acquired									0.1		0.1
Treasury stock acquired									(6.5)		(6.5)
Dividends declared ($0.00 per share)
Dividends declared ($0.54 per share)					(64.6)						(64.6)
Stock compensation and other activity			2.4						7.4		9.8
Stock compensation and other activity			0.7		0.1				5.8		6.6
Balance as of April 30, 2026	$	758.2	$	40.5	$	2,865.3	$	(151.6)	$	(1,817.1)	$	1,695.3
Balance as of January 31, 2025	$	758.2	$	33.3	$	2,507.8	$	(223.0)	$	(1,531.9)	$	1,544.4
Net earnings					57.8						57.8
Other comprehensive income							47.2				47.2
Treasury stock acquired									(192.4)		(192.4)
Dividends declared ($0.00 per share)					0.1						0.1
Stock compensation and other activity			0.9		(0.1)				6.3		7.1
Balance as of April 30, 2025	$	758.2	$	34.2	$	2,565.6	$	(175.8)	$	(1,718.0)	$	1,464.2

	Six Months Ended January 31, 2026 and 2025
	Nine Months Ended April 30, 2026 and 2025
	CommonStock		AdditionalPaid-inCapital		RetainedEarnings		AccumulatedOtherComprehensiveLoss		TreasuryStock		Total
Balance as of July 31, 2025	$	758.2	$	35.8	$	2,610.1	$	(180.7)	$	(1,769.9)	$	1,453.5
Net earnings					~~206~~324.45						~~206~~324.45
Other comprehensive income							3629.91				3629.91
Treasury stock acquired									(108.65)		(108.65)
Dividends declared ($0.60 per share)					(69.3)						(69.3)
Stock compensation and other activity			24.37						5361.93		5666.20
Balance as of January 31, 2026	$	758.2	$	38.1	$	2,747.2	$	(143.8)	$	(1,824.6)	$	1,575.1
Balance as of April 30, 2026	$	758.2	$	40.5	$	2,865.3	$	(151.6)	$	(1,817.1)	$	1,695.3
Balance as of July 31, 2024	$	758.2	$	26.8	$	2,377.5	$	(198.9)	$	(1,474.5)	$	1,489.1
Net earnings					~~194~~252.97						~~194~~252.97
Other comprehensive loss							(24.1)				(24.1)
Other comprehensive income							23.1				23.1
Treasury stock acquired									(81273.48)		(81273.48)
Dividends declared ($0.54 per share)					(64.54)						(64.54)
Stock compensation and other activity			67.54		(0.12)				2430.03		3037.45
Balance as of January 31, 2025	$	758.2	$	33.3	$	2,507.8	$	(223.0)	$	(1,531.9)	$	1,544.4
Balance as of April 30, 2025	$	758.2	$	34.2	$	2,565.6	$	(175.8)	$	(1,718.0)	$	1,464.2

See Notes to Condensed Consolidated Financial Statements.

DONALDSON COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Donaldson Company, Inc. and its subsidiaries (the Company) have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of earnings, comprehensive income, financial position, cash flows and changes in stockholders’ equity have been included and are of a normal recurring nature. Operating results for the three and ~~six~~nine months ended ~~January~~April 3130, 2026 are not necessarily indicative of the results that may be expected for future periods. The year-end Condensed Consolidated Balance Sheet information was derived from the Company’s Audited Consolidated Financial Statements but does not include all disclosures required by GAAP. For further information, refer to the Audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and all its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The Company’s joint ventures are not majority-owned and are accounted for under the equity method. The Company is party to joint ventures in Advanced Filtration Systems Inc. (AFSI) with a 50% ownership and PT Panata Jaya Mandiri (PTPJM) with a 30% ownership and also holds a 49% stake in Medica S.p.A. (Medica), all of which are considered related parties. The financial impact from the joint ventures and non-controlling interest are not material.

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

New Significant Accounting Standard Recently Adopted

In November 2023, FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), “Improvements to Reportable Segment Disclosures,” which improves the segment disclosures to include reportable segment’s expenses. The guidance is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. This ASU was applicable beginning with annual reporting for the Company’s fiscal 2025 and interim reporting for the first quarter of the Company’s fiscal 2026. The Company adopted ASU 2023-07 in the fourth quarter of fiscal 2025 for its fiscal year ended July 31, 2025 and all interim periods thereafter.

New Significant Accounting Standards Not Yet Adopted

The Company considers the applicability and impact of the FASB’s ASUs issued but not yet adopted.

In November 2024, FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), “Disaggregation of Income Statement Expenses,” which improves disclosures about a company’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. This ASU is applicable to annual reporting for the Company’s fiscal 2028 and interim reporting for the first quarter of the Company’s fiscal 2029. The Company will adopt ASU 2024-03 for the annual reporting period ending July 31, 2028 and for interim reporting periods thereafter. The Company is in the process of evaluating the impact of the ASU on its related disclosures.

In December 2023, FASB issued ASU No. 2023-09, Income Taxes (Topic 740), “Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU is applicable to annual reporting for the Company’s fiscal 2026 and interim reporting for the first quarter of the Company’s fiscal 2027. The Company will adopt ASU 2023-09 for the annual reporting period ending July 31, 2026 and for interim reporting periods thereafter. The Company does not expect adoption of this standard will have a material impact on the Consolidated Financial Statements or Condensed Consolidated Financial Statements and is in the process of evaluating the effects of this guidance on its related disclosures.

In October 2023, FASB issued ASU No. 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which modifies the disclosure or presentation requirements of various FASB topics in the Codification. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-K becomes effective, with early adoption prohibited. The Company is in the process of evaluating the impact of the ASU on its related disclosures.

Note 2. Acquisitions and Equity Method Investments ~~and Acquisitions~~

During the second quarter of fiscal 2026, the Company entered into a definitive agreement to acquire Filtration Group’s Facet Filtration business (Facet), consisting of Facet (Oklahoma) LLC and Facet Netherlands B.V., in an all-cash transaction valued at approximately $820 million. The acquisition closed on May 4, 2026 for cash consideration of $828.7 million. See Note 20 for additional details. Facet offers fuel and fluid filtration solutions for mission-critical applications primarily in aerospace and defense, as well as power generation. Headquartered in Tulsa, Oklahoma, Facet has approximately 250 employees across the U.S. and Europe with key manufacturing locations in Oklahoma and Spain. ~~The transaction is expected to close in approximately six months and is subject to customary closing conditions, including receipt of applicable regulatory approvals.~~

On August 9, 2024, the Company acquired a 49% non-controlling stake in Medica, headquartered in Medolla, Italy, for cash consideration of approximately €62.1 million, or $67.9 million, and capitalized transaction costs of approximately €5.1 million, or $5.8 million. Medica is a leader in hollow fiber membrane filtration technology for medical applications and water purification. The Company has the option to acquire the remaining 51% stake in three years. The investment is accounted for under the equity method of accounting. The earnings from the investment were not material for the three and ~~six~~nine months ended ~~January~~April 3130, 2026 or 2025.

Note 3. Revenue

The Company recognizes revenue on a wide range of filtration solutions sold to customers in many industries around the globe. Most of the Company’s performance obligations within customer sales contracts are for manufactured filtration systems and replacement parts. The Company also performs limited services and installation. Customer contracts may include multiple performance obligations and the transaction price is allocated to each distinct performance obligation based on its relative standalone selling price.

Revenue Disaggregation

Net sales, generally disaggregated by location where the customer’s order was placed, were as follows (in millions):

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2026

2025

2026

2025

U.S. and Canada

~~372~~427.71

~~391~~420.09

~~780.~~1,207.2

~~800~~1,221.87

Europe, Middle East and Africa (EMEA)

~~264~~289.83

~~228~~259.35

~~527~~816.69

~~469~~728.38

Asia Pacific (APAC)

~~165~~172.18

~~151~~158.93

~~330~~503.53

~~307~~465.03

Latin America (LATAM)

93105.79

98101.84

~~193~~299.54

~~193~~294.04

Total net sales

~~896~~995.31

~~870~~940.01

12,~~831~~826.78

12,~~770~~710.12

See Note 18 for net sales disaggregated by segment and business unit.

Contract Assets and Liabilities

The satisfaction of performance obligations and the resulting recognition of revenue typically correspond with billing of the customer. In limited circumstances, the customer may be billed at a time later than when revenue is recognized, resulting in contract assets, which are reported in other current assets on the Condensed Consolidated Balance Sheets. Contract assets were $3224.04 million and $24.3 million as of ~~January~~April 3130, 2026 and July 31, 2025, respectively. In other limited circumstances, the customer may make a payment at a time earlier than when revenue is recognized and prior to the satisfaction of performance obligations, resulting in contract liabilities, which are reported in deferred revenue on the Condensed Consolidated Balance Sheets. Contract liabilities were $2526.49 million and $20.8 million as of ~~January~~April 3130, 2026 and July 31, 2025, respectively.

The Company will recognize revenue in future periods related to remaining performance obligations for certain open contracts. Generally, these contracts have terms of one year or less. The amount of revenue related to unsatisfied performance obligations in which the original duration of the contract is greater than one year is not significant. None of the Company’s contracts contained a significant financing component.

Note 4. Inventories, Net

The components of inventories, net were as follows (in millions):

	January 31,2026		July 31,2025
	April 30,2026		July 31,2025
Raw materials	$	~~177~~174.41	$	175.5
Work in process	7267.14		69.6
Finished products	~~306~~294.34		268.5
Total inventories, net	$	~~555~~535.89	$	513.6

Note 5. Property, Plant and Equipment, Net

The components of property, plant and equipment, net were as follows (in millions):

	January 31,2026		July 31,2025
	April 30,2026		July 31,2025
Land	$	30.20	$	29.5
Buildings	~~514~~515.60		493.8
Machinery and equipment	1,~~148~~143.24		1,118.6
Computer software	~~132~~131.07		129.5
Construction in progress	3540.52		31.5
Less accumulated depreciation	(1,~~215~~223.21)		(1,158.4)
Total property, plant and equipment, net	$	~~645~~637.32	$	644.5

Note 6. Goodwill and Intangible Assets

Goodwill

The Company allocates goodwill to reporting units within its Mobile Solutions, Industrial Solutions and Life Sciences segments. There were no dispositions or impairment charges recorded during the three and ~~six~~nine months ended ~~January~~April 3130, 2026 and 2025. Goodwill is assessed for impairment annually during the third quarter of the fiscal year, or more frequently if events or changes in circumstances indicate the asset may be impaired. The Company performed its annual impairment assessment during the third quarter of fiscal ~~2025~~2026 and did not record any impairment as a result of this assessment.

Goodwill by reportable segment was as follows (in millions):

	MobileSolutions Segment		IndustrialSolutions Segment		Life Sciences Segment		Total
Balance as of July 31, 2025	$	25.4	$	298.2	$	170.0	$	493.6
Foreign currency translation	0.2		52.18		5.2.8		~~10.~~5.8
Balance as of January 31, 2026	$	25.6	$	303.3	$	175.2	$	504.1
Balance as of April 30, 2026	$	25.6	$	301.0	$	172.8	$	499.4

Intangible Assets

Intangible asset classes were as follows (in millions):

	January 31, 2026
	April 30, 2026
	Weighted Amortizable Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	8.20	$	7675.25	$	(4445.86)	$	3129.49
Trademarks	6.10	4.51		(2.95)		1.6
Technology and patents	16.20	8281.95		(21.41)		6160.54
Non-compete agreements	3.53	21.52		(2.0.8)		0.54
Total intangible assets		$	~~166~~162.13	$	(7170.10)	$	9592.03


	July 31, 2025
	Weighted Amortizable Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	8.5	$	74.7	$	(43.7)	$	31.0

Trademarks	6.7	3.8		(2.0)		1.8
Technology and patents	16.6	82.9		(19.1)		63.8
Non-compete agreements	2.9	2.5		(1.7)		0.8
Total intangible assets		$	163.9	$	(66.5)	$	97.4

~~Intangible~~In the third quarter of fiscal 2025, the Company identified a triggering event related to certain asset ~~amortization~~groups ~~expense~~and ~~was~~performed ~~$2.5 million~~a valuation of certain long-lived intangible assets in accordance with ASC 360, Impairment and $5Disposal of Long-Lived Assets.~~0 million~~ ~~for~~The Company used a discounted cash flow analysis to estimate the ~~three~~fair ~~and~~value ~~six~~of ~~months~~each ~~ended~~long-lived ~~January 31,~~asset ~~2026,~~group. ~~respectively~~As a result of the valuation, ~~and~~the ~~was~~Company recorded $362.90 million ~~and~~of ~~$7.9 million~~impairment ~~for~~expense related to intangible assets in the ~~three~~Company’s ~~and~~bioprocessing ~~six~~business ~~months~~within ~~ended~~the ~~January 31,~~Life ~~2025,~~Sciences ~~respectively~~segment. The ~~Amortization~~impairment expense iswas included in ~~selling,~~Loss ~~general~~on ~~and~~impairment ~~administrative~~of ~~expenses~~intangible assets in the Condensed Consolidated Statements of Earnings. Of the impairment expense, $46.6 million was related to Univercells Technologies, reflecting lower-than-anticipated bioprocessing capital spending, particularly for early-stage assets, while drug development timelines are longer than previously anticipated. The remaining $15.4 million of impairment expense was related to Solaris as market demand for industrial bioreactors had significantly declined.

~~There~~Intangible ~~were~~asset ~~foreign~~amortization ~~currency~~expense ~~translation~~was ~~gains of~~ $12.1 5 million and $17.0 5 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively, and ~~foreign~~was ~~currency translation losses of~~ $3.6 4 million and $311.2 3 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively. Amortization expense is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings.

There were foreign currency translation losses of $0.2 million and foreign currency translation gains of $0.8 million for the three and nine months ended April 30, 2026, respectively, and foreign currency translation gains of $6.3 million and $3.1 million for the three and nine months ended April 30, 2025, respectively.

Note 7. Long-Term Debt

As of ~~January~~April 3130, 2026, there was $~~491~~571.6 million available and $~~100~~20.0 million outstanding on the Company’s $600.0 million unsecured revolving credit facility that expires on June 12, 2030.

Certain debt agreements contain financial covenants related to interest coverage and leverage ratios, as well as other non-financial covenants. As of ~~January~~April 3130, 2026, the Company was in compliance with all such covenants.

During the third quarter of fiscal 2026, the Company entered into a Term Loan Credit Agreement that created a new three-year committed, unsecured, delayed draw term loan credit facility in the amount of $400.0 million. The Term Loan Facility is available in U.S. Dollars. As of April 30, 2026, there was no outstanding balance under the Term Loan Facility.

Note 8. Income Taxes

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into U.S. law, which primarily modified tax provisions from the 2017 Tax Cuts and Jobs Act. The provisions within the OBBBA have staggered effective dates to be phased in between fiscal years 2025 and 2027, and the Company continues to evaluate the impact of these provisions on our Consolidated Financial Statements and Condensed Consolidated Financial Statements.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The U.S. Internal Revenue Service has completed examinations of the Company’s U.S. federal income tax returns through fiscal 2021. With few exceptions, the Company is no longer subject to state and foreign income tax examinations by tax authorities for years before fiscal 2020.

As of ~~January~~April 3130, 2026, gross unrecognized tax benefits were $22.67 million and accrued interest and penalties on these unrecognized tax benefits were $3.03 million. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income taxes in the Condensed Consolidated Statements of Earnings. The statutes of limitation periods for the Company’s various tax jurisdictions range from two years to 10 years.

Note 9. Earnings Per Share

Basic net earnings per share (EPS) is computed by dividing net earnings by the weighted average number of outstanding common shares. Diluted net EPS is computed by dividing net earnings by the weighted average number of outstanding common shares and common share equivalents relating to stock options and other stock incentive plans.

Basic and diluted net EPS calculations were as follows (in millions, except per share amounts):

	Three Months EndedJanuary 31,				Six Months EndedJanuary 31,
	Three Months EndedApril 30,				Nine Months EndedApril 30,
	2026		2025		2026		2025
Net earnings	$	92118.51	$	9557.98	$	~~206~~324.45	$	~~194~~252.97
Weighted average common shares outstanding
Weighted average common shares – basic	115.69		~~119~~118.68		115.8		119.84
Dilutive impact of stock-based awards	2.32		1.85		2.01		1.98
Weighted average common shares – diluted	~~117~~118.91		~~121~~120.43		117.89		121.72
Net EPS – basic	$	01.8002	$	0.8049	$	12.7880	$	12.6312
Net EPS – diluted	$	01.7800	$	0.7948	$	12.75	$	12.6009
Stock options excluded from net EPS calculation	0.0		0.8		0.0		0.8

Note 10. Stockholders’ Equity

Share Repurchases

In November 2023, the Board of Directors authorized the repurchase of up to 12.0 million shares of common stock under the Company’s stock repurchase plan. This repurchase authorization is effective until terminated by the Board of Directors. During the ~~six~~nine months ended ~~January~~April 3130, 2026, the Company repurchased 1.4 million shares for $108.65 million. During the ~~six~~nine months ended ~~January~~April 3130, 2025, the Company repurchased 14.10 million shares for $81273.48 million. As of ~~January~~April 3130, 2026, the Company had remaining authorization to repurchase 4.5 million shares under the November 2023 stock repurchase plan.

Dividends

Dividends paid were 30.0 cents and 6090.0 cents per common share for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively, and were 27.0 cents and 5481.0 cents per common share for the three and ~~six~~nine months ended ~~January~~April 3130, 2025.

On May 29, 2026, the Company’s Board of Directors declared a cash dividend in the amount of 32.0 cents per common share, payable June 30, 2026, to stockholders of record as of June 15, 2026.

Note 11. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the three months ended ~~January~~April 3130, 2026 and 2025 were as follows (in millions):

	ForeignCurrencyTranslationAdjustment		PensionBenefits			DerivativeFinancialInstruments			Total
Balance as of October 31, 2025, net of tax	$	(96.7)	$	(76.1)		$	0.1		$	(172.7)
Other comprehensive income (loss) before reclassifications and tax	32.3		—			(2.4)			29.9
Tax benefit	—		—			0.6			0.6
Other comprehensive income (loss) before reclassifications, net of tax	32.3		—			(1.8)			30.5
Reclassifications, before tax	—		(0.7)		(1)	(1.1)			(1.8)
Tax benefit	—		—			0.2			0.2
Reclassifications, net of tax	—		(0.7)			(0.9)		(2)	(1.6)
Other comprehensive income (loss), net of tax	32.3		(0.7)			(2.7)			28.9
Balance as of January 31, 2026, net of tax	$	(64.4)	$	(76.8)		$	(2.6)		$	(143.8)
Balance as of October 31, 2024, net of tax	$	(128.9)	$	(68.7)		$	4.6		$	(193.0)
Other comprehensive (loss) income before reclassifications and tax	(12.2)		—			1.1			(11.1)
Other comprehensive (loss) income before reclassifications and tax	(33.9)		—			2.9			(31.0)
Tax expense	—		—			(0.3)			(0.3)
Tax expense	—		—			(0.8)			(0.8)
Other comprehensive (loss) income before reclassifications, net of tax	(12.2)		—			0.8			(11.4)
Other comprehensive (loss) income before reclassifications, net of tax	(33.9)		—			2.1			(31.8)
Reclassifications, before tax	—		4.2		(1)	0.4			4.6
Reclassifications, before tax	—		1.6		(1)	1.0			2.6
Tax expense	—		(0.9)			(0.1)			(1.0)
Tax expense	—		(0.5)			(0.3)			(0.8)
Reclassifications, net of tax	—		3.3			0.3		(2)	3.6
Reclassifications, net of tax	—		1.1			0.7		(2)	1.8
Other comprehensive (loss) income, net of tax	(12.2)		3.3			1.1			(7.8)
Other comprehensive (loss) income, net of tax	(33.9)		1.1			2.8			(30.0)
Balance as of April 30, 2026, net of tax	$	(76.6)	$	(73.5)		$	(1.5)		$	(151.6)
Balance as of January 31, 2025, net of tax	$	(162.8)	$	(67.6)		$	7.4		$	(223.0)
Other comprehensive income (loss) before reclassifications and tax	54.1		—			(5.9)			48.2
Tax benefit	—		—			1.4			1.4
Other comprehensive income (loss) before reclassifications, net of tax	54.1		—			(4.5)			49.6
Reclassifications, before tax	—		(1.3)		(1)	(2.0)			(3.3)
Tax benefit	—		0.4			0.5			0.9
Reclassifications, net of tax	—		(0.9)			(1.5)		(2)	(2.4)
Other comprehensive income (loss), net of tax	54.1		(0.9)			(6.0)			47.2
Balance as of April 30, 2025, net of tax	$	(108.7)	$	(68.5)		$	1.4		$	(175.8)

(1)Amounts include foreign currency translation ~~gain~~loss of $10.15 million and foreign currency translation ~~loss~~gain of $1.09 million, net amortization of prior service costs and actuarial losses of $0.4 million and $0.6 million and reclassifications due to settlement charges of $3.3 million and $0.0 million in fiscal 2026 and 2025, respectively, included in other income, net in the Condensed Consolidated Statements of Earnings, see Note 13.

(2)Relates to designated foreign currency forward contracts that were reclassified from accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets to net sales, cost of sales and selling, general and administrative expenses or other income, net in the Condensed Consolidated Statements of Earnings, see Note 14.

Changes in accumulated other comprehensive loss for the ~~six~~nine months ended ~~January~~April 3130, 2026 and 2025 were as follows (in millions):

	ForeignCurrencyTranslationAdjustment		PensionBenefits			DerivativeFinancialInstruments			Total
Balance as of July 31, 2025, net of tax	$	(104.2)	$	(76.6)		$	0.1		$	(180.7)
Other comprehensive income (loss) before reclassifications and tax	3927.86		—			(21.87)			3725.09
Tax benefit	—		—			0.63			0.63
Other comprehensive income (loss) before reclassifications, net of tax	3927.86		—			(21.24)			3726.62
Reclassifications, before tax	—		(04.2)0		(1)	(0.73)			(03.9)7
Tax benefit	—		—			0.2			0.2
Tax (expense) benefit	—		(0.9)			0.1			(0.8)
Reclassifications, net of tax	—		(03.2)1			(0.52)		(2)	(02.7)9
Other comprehensive income (loss), net of tax	3927.86		(03.2)1			(21.76)			3629.91
Balance at January 31, 2026, net of tax	$	(64.4)	$	(76.8)		$	(2.6)		$	(143.8)
Balance at April 30, 2026, net of tax	$	(76.6)	$	(73.5)		$	(1.5)		$	(151.6)
Balance as of July 31, 2024, net of tax	$	(133.8)	$	(69.1)		$	4.0		$	(198.9)
Other comprehensive (loss) income before reclassifications and tax	(29.0)		—			1.5			(27.5)
Other comprehensive income (loss) before reclassifications and tax	25.1		—			(4.4)			20.7
Tax expense	—		—			(0.5)			(0.5)
Tax benefit	—		—			0.9			0.9
Other comprehensive (loss) income before reclassifications, net of tax	(29.0)		—			1.0			(28.0)
Other comprehensive income (loss) before reclassifications, net of tax	25.1		—			(3.5)			21.6
Reclassifications, before tax	—		2.0.7		(1)	31.1			5.1.8
Tax expense	—		(0.51)			(0.72)			(10.23)
Reclassifications, net of tax	—		10.56			20.49		(2)	31.95
Other comprehensive (loss) income, net of tax	(29.0)		1.5			3.4			(24.1)
Other comprehensive income (loss), net of tax	25.1		0.6			(2.6)			23.1
Balance at January 31, 2025, net of tax	$	(162.8)	$	(67.6)		$	7.4		$	(223.0)
Balance at April 30, 2025, net of tax	$	(108.7)	$	(68.5)		$	1.4		$	(175.8)

(1)Amounts include foreign currency translation gain of $10.16 million and ~~loss~~gain of $01.81 million, net amortization of prior service costs and actuarial losses of $01.93 million and $1.28 million and no reclassifications due to settlement charges of $3.3 million and $0.0 million in fiscal 2026 and 2025, respectively, included in other income, net in the Condensed Consolidated Statements of Earnings, see Note 13.

Note 12. Stock-Based Compensation

The Company recognizes compensation expense for all stock-based awards based on the grant date fair value of the award. Stock-based awards consist primarily of non-qualified stock options, performance-based awards, restricted stock awards and restricted stock units. Grants related to restricted stock awards and restricted stock units are immaterial. The Company issues treasury shares for stock options and performance-based awards.

Stock Options

The exercise price of options granted is equal to the market price of the Company’s common stock at the date of the grant. Options are generally exercisable for up to 10 years from the date of grant and vest in equal annual increments over three years.

Pretax stock-based compensation expense associated with options was $32.05 million and $1315.38 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively, and was $2.2 million and $1214.02 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively.

Fair value is calculated using the Black-Scholes option pricing model. The weighted average fair value for options granted was $25.7686 and $21.67 per share during the ~~six~~nine months ended ~~January~~April 3130, 2026 and 2025, respectively.

Option activity was as follows:

	Options	WeightedAverageExercise Price
Balance outstanding as of July 31, 2025	6,223,080	$	54.24
Granted	~~666~~683,~~312~~172	82.4273
Exercised	(~~996~~1,~~830~~126,499)	45.6595
Expired/forfeited	(1018,~~636~~602)	6368.8586
Balance outstanding as of January 31, 2026	5,881,926	$	58.87
Balance outstanding as of April 30, 2026	5,761,151	$	59.19

Performance-Based Awards

Performance-based awards are payable in common stock and are based on a formula that measures Company performance over a three-year period. These awards are settled after three years with payouts ranging from 0% to 200% of the target award depending on achievement.

Pretax performance-based awards expense was $1.13 million and $23.0 3 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively, and was $1.30 million and $34.2 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively.

Performance-based awards for non-vested activity were as follows:

	Performance Shares	WeightedAverage GrantDate FairValue
Balance outstanding as of July 31, 2025	197,684	$	66.19
Granted	~~102~~107,~~900~~800	82.0870
Vested	—	—
Forfeited	(16,700)	66.89
Balance outstanding as of January 31, 2026	283,884	$	71.91
Balance outstanding as of April 30, 2026	288,784	$	72.31

Note 13. Employee Benefit Plans

The Company has defined benefit pension plans for certain hourly and salaried employees. They consist of plans in the U.S., Belgium, Germany, Mexico and the United Kingdom. These plans generally provide pension benefits based on years of service and compensation level. Components of net periodic pension costs other than the service cost component are included in other income, net in the Condensed Consolidated Statements of Earnings.

Net periodic pension costs for the Company’s pension plans were as follows (in millions):

	Three Months EndedJanuary 31,				Six Months EndedJanuary 31,
	Three Months EndedApril 30,				Nine Months EndedApril 30,
	2026		2025		2026		2025
Service cost	$	1.3	$	1.2	$	23.69	$	23.46
Interest cost	4.86		4.89		914.95		914.76
Expected return on assets	(6.3)		(6.4)		(1218.69)		(1219.82)
Actuarial loss amortization	0.4		0.6		01.93		1.28
Net periodic pension costs	$	0.2	$	0.2	$	0.8	$	0.5
Settlement charge	3.2		—		3.2		—
Net periodic pension costs	$	3.2	$	0.3	$	4.0	$	0.8

~~The~~In the third quarter of fiscal 2026, the Company’s ~~general~~recorded ~~funding~~a ~~policy~~pension issettlement tocharge ~~make~~of at$3.2 million ~~least~~as ~~the~~a ~~minimum~~result ~~required~~of ~~contributions~~lump ~~under~~sum ~~applicable~~distributions ~~regulations,~~exceeding ~~plus~~the ~~any~~service ~~additional~~and ~~amounts~~interest itcost ~~determines~~components toof bethe ~~appropriate.~~annual ~~Future~~net ~~required~~periodic pension ~~plan~~cost. ~~contributions~~The ~~may~~corresponding ~~change~~remeasurement ~~significantly~~resulted ~~depending~~in onan increase in the ~~actual~~Company’s ~~rate~~pension ofassets ~~return~~and ona ~~plan~~corresponding ~~assets,~~adjustment ~~discount~~to ~~rates~~other ~~and~~comprehensive ~~regulatory~~loss ~~requirements~~in the Condensed Consolidated Statements of Comprehensive Income of $0.1 million. See Note 11.

The Company’s general funding policy is to make at least the minimum required contributions under applicable regulations, plus any additional amounts it determines to be appropriate. Future required pension plan contributions may change significantly depending on the actual rate of return on plan assets, discount rates and regulatory requirements.

Note 14. Derivative Instruments and Hedging

Derivative Fair Value Measurements

The Company enters into derivative instrument agreements, including foreign currency forward contracts and net investment hedges, to manage risk in connection with changes in foreign currency. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit. There is risk the counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigate counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain other financial factors.

Contract provisions may require the posting of collateral or settlement of the contracts for various reasons, including if the Company’s credit ratings are downgraded below its investment grade credit rating by any of the major credit agencies, or for cross default contractual provisions, if there is a failure under other financing arrangements related to payment terms or covenants. As of ~~January~~April 3130, 2026 and July 31, 2025, no collateral was posted.

The Company does not enter into derivative instrument agreements for trading or speculative purposes. For discussion on the fair value of the Company’s derivatives, see Note 15.

Foreign Currency Forward Contracts - Cash Flow Hedges and Derivatives Not Designated as Hedging Instruments

The Company buys materials from foreign suppliers. Those transactions can be denominated in those suppliers’ local currency. The Company also sells to customers in foreign countries. Those transactions can be denominated in those customers’ local currency. Both of these transaction types can create volatility in the Company’s financial statements. The Company uses foreign currency forward contracts to manage those exposures and fluctuations. These contracts generally mature in 15 months or less, which is consistent with the forecasts of the related purchases and sales. Certain contracts are designated as cash flow hedges, whereas the remaining contracts, most of which are related to certain intercompany transactions which offset balance sheet exposure, are not designated as hedging instruments. The total notional amount of the foreign currency forward contracts designated as hedges was $4329.37 million and $35.7 million as of ~~January~~April 3130, 2026 and July 31, 2025, respectively. The total notional amount of the foreign currency forward contracts not designated as hedges was $~~181~~152.73 million and $189.6 million as of ~~January~~April 3130, 2026 and July 31, 2025, respectively.

Changes in the fair value of the Company’s designated hedges are reported in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets until the related transaction occurs, see Note 11. Designated hedges are recognized as a component of either net sales, cost of sales, selling, general and administrative expenses or other income, net in the Condensed Consolidated Statements of Earnings upon occurrence of the related hedged transaction.

Hedges and subsequent changes in the fair value of hedges that are not designated are recognized in other income, net in the Condensed Consolidated Statements of Earnings along with the related hedged transactions.

Amounts related to foreign currency forward contracts designated as hedges are expected to be reclassified into earnings during the next 15 months based upon the timing of inventory purchases and sales.

Net Investment Hedges

The Company uses fixed-to-fixed cross-currency swap agreements to hedge its exposure to adverse foreign currency exchange rate movements for its operations in Europe. The Company has elected the spot method for designating these contracts as net investment hedges.

The total notional amount of net investment hedges as of ~~January~~April 3130, 2026 and July 31, 2025 was €80 million, or $88.8 million. The maturity dates range from 2027 to 2029.

Gains and losses resulting from a change in fair value of the net investment hedge are offset by gains and losses on the underlying foreign currency exposure and are included in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets. Amounts related to excluded components associated with the net investment hedge are expected to be reclassified into earnings in interest expense in the Condensed Consolidated Statements of Earnings through their maturity.

Cash Flows

Cash flows from derivative transactions are recorded in operating activities in the Condensed Consolidated Statements of Cash Flows.

Note 15. Fair Value Measurements

Fair value measurements of financial instruments are reported in one of three levels based on the lowest level of significant input used. For Level 1, inputs to the fair value measurement are quoted prices in active markets for identical assets or liabilities. For Level 2, inputs to the fair value measurement include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. For Level 3, inputs to the fair value measurement are unobservable inputs or are based on valuation techniques.

Short-Term Financial Instruments

As of ~~January~~April 3130, 2026 and July 31, 2025, the carrying values of cash and cash equivalents, accounts receivable, short-term borrowings and accounts payable approximate fair value because of the short-term nature of these instruments. Short-term financial instruments are classified as Level 1 in the fair value hierarchy.

Long-Term Debt

As of ~~January~~April 3130, 2026, the estimated fair values of fixed interest rate long-term debt were $~~254~~253.65 million compared to the carrying values of $275.0 million. As of July 31, 2025, the estimated fair values of fixed interest rate long-term debt were $247.5 million compared to the carrying values of $275.0 million. The fair values are estimated by discounting the projected cash flows using the interest rates at which similar amounts of debt could currently be borrowed. The carrying values of total variable interest rate long-term debt were $~~408~~326.34 million and $364.9 million as of ~~January~~April 3130, 2026 and July 31, 2025, respectively, and approximate their fair values. Long-term debt is classified as Level 2 in the fair value hierarchy.

Investment in Joint Ventures and a Non-Controlling Interest

The Company holds investments in joint ventures and a non-controlling interest, which are accounted for as equity method investments at fair value and are included in other long-term assets on the Consolidated Balance Sheets. The aggregate carrying amount of these investments was $~~105~~109.2 million and $103.6 million as of ~~January~~April 3130, 2026 and July 31, 2025, respectively. These equity method investments are measured at fair value on a non-recurring basis. The fair value of the Company’s equity method investments has not been adjusted as there have been no triggering events or changes in circumstance that would have had an adverse impact on the value of these investments. In the event these investments are required to be measured, they would fall within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value, as the investments are in privately-held entities.

Derivative Fair Value Measurements

The fair values of the Company’s foreign currency forward contracts, net investment hedges and interest rate swaps reflect the amounts that would be received to sell the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price). The fair values are based on inputs other than quoted prices that are observable for the asset or liability and are determined by standard calculations and models that use readily observable market parameters. These inputs include foreign currency exchange rates. Industry standard data providers are the primary source for forward and spot rate information for foreign currency exchange rates. The fair values of the Company’s foreign currency forward contracts, net investment hedges, and interest rate swaps are classified as Level 2 in the fair value hierarchy. For discussion of the Company’s derivatives and hedging, see Note 14.

Fair Value of Derivatives Contracts

The fair value of the Company’s derivative contracts, recorded on the Condensed Consolidated Balance Sheets, was as follows (in millions):

		Assets				Liabilities
	Balance Sheet Location	~~January~~April 3130,2026		July 31,2025		~~January~~April 3130,2026		July 31,2025
Designated as hedging instruments
Foreign currency forward contracts	Other current assets, other current liabilities	$	~~0.1~~—	$	0.4	$	0.62	$	0.3
Net investment hedges	Other current assets, other current liabilities, other long-term liabilities	1.61		1.6		53.79		2.9
Total designated		1.71		2.0		64.31		3.2
Not designated as hedging instruments
Foreign currency forward contracts	Other current assets, other current liabilities	0.5		0.9		1.40		0.4
Total not designated		0.5		0.9		1.40		0.4
Total		$	21.26	$	2.9	$	75.71	$	3.6

Amounts related to excluded components, such as forward points, are excluded from the assessment of hedge effectiveness of net investment hedges and are expected to be reclassified into earnings throughout their maturity dates. See Note 11 for additional information on accumulated other comprehensive loss.

Fair Value of Contingent Consideration

The fair value of the contingent consideration liability is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on unobservable inputs in the market and thus, represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreement (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions with regard to future financial and operational milestones, probabilities of achieving such milestones and a discount rate. Depending on the contractual terms of the purchase agreement, the probability of achieving such milestones generally represents the only significant unobservable input. The contingent consideration liability is measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings.

The fair value of the Company’s contingent consideration liability that uses unobservable inputs was $1110.45 million and $11.3 million as of ~~January~~April 3130, 2026 and July 31, 2025, respectively. The maximum potential payout of the contingent consideration was $21.5 million and $22.5 million as of ~~January~~April 3130, 2026 and July 31, 2025, see Note 17.

Note 16. Guarantees

Letters of Credit

The Company has letters of credit which guarantee payment to third parties in the event the Company is in breach of contract terms as detailed in each letter of credit. The outstanding contingent liability for standby letters of credit was as follows (in millions):

	January 31,2026		July 31,2025
	April 30,2026		July 31,2025
Contingent liability for standby letters of credit issued under the Company’s revolving credit facility	$	8.4	$	7.9
Amounts drawn for letters of credit under the Company’s revolving credit facility	$	—	$	—

Advanced Filtration Systems Inc.

The Company has an unconsolidated joint venture, AFSI, established by the Company and Caterpillar Inc. (Caterpillar) in 1986. AFSI designs and manufactures high-efficiency fluid filters used in Caterpillar’s machinery worldwide. The Company and Caterpillar equally own the shares of AFSI and both companies guarantee certain debt and banking services, including credit and debit cards, merchant processing and treasury management services, of the joint venture. The Company accounts for AFSI as an equity method investment.

The outstanding debt relating to AFSI, which the Company guarantees half, was $3637.75 million and $43.9 million as of ~~January~~April 3130, 2026 and July 31, 2025, respectively. AFSI has a $63.0 million revolving credit facility, which expires July 31, 2027 and $17.0 million in an additional multi-currency revolving credit facility which terminates upon notification of either party.

Earnings from AFSI, which are recorded in other income, net in the Condensed Consolidated Statements of Earnings, were $24.6 million and $510.61 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively, and were $3.39 million and $610.2 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2025, respectively.

Note 17. Commitments and Contingencies

The Company records provisions when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. Claims and litigation are reviewed quarterly and provisions are taken or adjusted to reflect the status of a particular matter. The Company believes the estimated liability in its Condensed Consolidated Financial Statements for claims or litigation is adequate and appropriate for the probable and estimable outcomes. Liabilities recorded were not material to the Company’s financial position, results of operations or liquidity. The Company believes it is remote that the settlement of any of the currently identified claims or litigation will be materially in excess of what is accrued.

The Company is party to agreements that include deferred payment provisions representing potential milestone payments for former owners of acquired businesses. The provisions are made up of two general types of arrangements, contingent compensation and contingent consideration. A contingent compensation arrangement is contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period. A contingent consideration agreement is contingent on the achievement of certain revenue and manufacturing milestones, regardless of the former owner's employment status. Contingent consideration was recorded as purchase consideration in both other current and other long-term liabilities on the Condensed Consolidated Balance Sheets at the time of the initial acquisition based on the fair value of the estimated liability. The Company primarily determines the contingent consideration liability based on the forecasted probability of achieving the certain milestones.

The arrangement liabilities, recorded on the Condensed Consolidated Balance Sheets, were as follows (in millions):

		Arrangement Liability				Maximum Payout (1)
	Balance Sheet Location	~~January~~April 3130,2026		July 31,2025		~~January~~April 3130,2026		July 31,2025		Expires in
Contingent compensation arrangements
Other (2)	Accrued employee compensation and related taxes	$	0.2	$	0.2	$	0.2	$	0.2	FY27
Contingent consideration liability
Purilogics (3)	Other current and other long-term liabilities	$	9.90	$	9.8	$	2120.0	$	21.0	FY27
Other	Other current liabilities	$	1.5	$	1.5	$	1.5	$	1.5	FY26

(1)The maximum payout values are inclusive of the respective arrangement liability balance.

(2)The total contingent compensation paid as of ~~January 31~~April 30, 2026 was $0.1 million, which was paid during fiscal 2026.

(3)The ~~increase~~decrease in the Purilogics’ contingent consideration liability in fiscal 2026 was primarily driven by a $1.0 million milestone payment, partially offset by a $0.12 million increase of the fair value based on the probability of achieving certain milestones. The total contingent consideration paid as of ~~January 31~~April 30, 2026 was $56.0 million, of which $1.0 million was paid during fiscal 2026 and $5.0 million was paid during fiscal 2025 and 2024.

For additional discussion regarding the fair value of the Company’s contingent consideration liability, see Note 15.

Note 18. Segment Reporting

The Company’s reportable segments are: Mobile Solutions, Industrial Solutions and Life Sciences. The organizational structure also includes Corporate and Unallocated, which includes interest expense and certain corporate expenses determined to be non-allocable to the segments, such as restructuring charges and business development expenses. The Company determines its operating segments consistent with the manner in which the chief operating decision maker (CODM) manages its operations and evaluates performance for internal review and decision-making. The CODM evaluates trends in earnings (loss) before income taxes to assess performance of the segments. The CODM considers variances in reported results to budget and variances to prior periods to make decisions about allocating resources to each segment. The Company’s CODM is the Chief Executive Officer. For the three months ended ~~January~~April 3130, 2026, Corporate and Unallocated included charges of $69.78 million, primarily related to business development and restructuring and related charges. For the ~~six~~nine months ended ~~January~~April 3130, 2026, Corporate and Unallocated included charges of $212.42 million, primarily related to business development and restructuring and related charges, partially offset by a gain on the sale of fixed assets.

The Mobile Solutions segment is organized based on a combination of customers and products and consists of the Off-Road, On-Road and Aftermarket business units. Within these business units, products consist of replacement filters for both air and liquid filtration applications and filtration housings for new equipment production and systems related to exhaust and emissions. Applications include air filtration systems, fuel, lube and hydraulic systems, emissions systems and sensors, indicators and monitoring systems. Mobile Solutions sells to original equipment manufacturers (OEMs) in the construction, mining, agriculture and transportation end markets and to independent distributors and OEM dealer networks.

The Industrial Solutions segment is organized based on product type and consists of Industrial Air Filtration, Industrial Gases, Industrial Hydraulics, Power Generation and Aerospace and Defense products. These products are further organized by the Industrial Filtration Solutions and Aerospace and Defense business units. Within our industrial portfolio, the Company provides a wide product offering in the market to industrial customers consisting of equipment, ancillary components, replacement parts, performance monitoring and service globally, that cost-effectively enhances productivity and manufacturing efficiency. Industrial Air Filtration, Industrial Gases and Industrial Hydraulics products consist of dust, fume and mist collectors, compressed air and industrial gases purification systems, hydraulic and lubricated rotating filtration applications as well as gas and liquid filtration for industrial processes. Power Generation products consist of air inlet systems and filtration sold to gas compression, power generation and natural gas liquification industries. Aerospace and Defense products consist of air, fuel, lubrication and hydraulic filtration for fixed-wing and rotorcraft aerospace applications and ground defense vehicle and naval platforms. Industrial Solutions businesses sell through multiple channels which include OEMs, distributors and direct-to-consumer in some markets.

The Life Sciences segment is organized by end market and consists of the Food and Beverage, Disk Drive, Vehicle Electrification and Medical Device, Microelectronics and Bioprocessing Equipment and Consumables markets. Within these markets, products consist of micro-environment gas and liquid filtration for food and beverage and industrial processes, bioprocessing equipment, including bioreactors and fermenters, bioprocessing consumables including chromatography devices, reagents and filters, polytetrafluoroethylene membrane-based products, as well as specialized air and gas filtration systems for applications including hard disk drives, semiconductor manufacturing, sensors, battery systems and powertrain components. Life Sciences primarily sells to large OEMs and directly to various end users requiring cell growth, separation, purification, high purity filtration and device protection.

The Company does not report total assets by segment for internal or external reporting purposes as the Company’s CODM does not assess performance, make strategic decisions, or allocate resources based on assets.

The Company has manufacturing facilities that serve multiple reportable segments. As such, capital expenditure information by reportable segment has not been provided because the Company does not produce or utilize such information internally. In addition, although depreciation and amortization expense is a component of each reportable segment’s operating results, it is not discretely identifiable as a result of the shared manufacturing facilities.

The Company is an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations and sharing of assets. Therefore, the Company does not represent that these segments, if operated independently, would report earnings before income taxes and other financial information as stated below.

Segment details were as follows (in millions):

	Mobile Solutions Segment		Industrial Solutions Segment		Life Sciences Segment		Total Segment		Corporate andUnallocated (1)		TotalCompany
Three Months Ended January 31, 2026
Three Months Ended April 30, 2026
Net sales	$	~~556~~629.69	$	~~259~~281.7	$	8083.05	$	~~896~~995.31	$	—	$	~~896~~995.31
Cost of sales	~~381~~422.36		~~165~~179.92		4549.2
Other segment items (2)	8180.63		6264.8		27.45
Earnings (loss) before income taxes	$	93127.70	$	3137.07	$	76.48	$	~~132~~171.15	$	(1516.57)	$	~~116~~154.68
Equity earnings in unconsolidated affiliates	$	13.75	$	~~0.1~~—	$	—	$	13.85
Six Months Ended January 31, 2026
Nine Months Ended April 30, 2026
Net sales	$	1,~~154~~784.98	$	~~517~~799.52	$	~~159~~242.38	$	12,~~831~~826.78	$	—	$	12,~~831~~826.78
Cost of sales	~~780.~~1,202.7		~~323~~503.80		91140.24
Other segment items (2)	~~169~~250.81		~~130~~195.53		5380.49
Earnings (loss) before income taxes	$	~~205~~332.0	$	63100.29	$	1421.75	$	~~282~~454.94	$	(1835.85)	$	~~264~~418.19
Equity earnings in unconsolidated affiliates	$	37.61	$	0.1	$	—	$	3.7.2
January 31, 2026
April 30, 2026
Equity investments in unconsolidated affiliates	$	3537.38	$	0.7	$	—	$	3638.05
Three Months Ended January 31, 2025
Three Months Ended April 30, 2025
Net sales	$	~~547~~582.56	$	~~253~~283.73	$	6874.82	$	~~870~~940.01	$	—	$	~~870~~940.01
Cost of sales	~~371~~396.43		~~151~~169.56		4045.06
Other segment items (2)	8081.60		6162.35		2922.38
Earnings (loss) before income taxes	$	95105.53	$	4051.92	$	~~(0.~~5).8	$	~~135~~162.93	$	(1075.93)	$	~~125~~87.0
Equity earnings in unconsolidated affiliates	$	2.15	$	—	$	—	$	2.15
Six Months Ended January 31, 2025
Nine Months Ended April 30, 2025
Net sales	$	1,~~119~~702.96	$	~~511~~794.36	$	~~138~~213.90	$	12,~~770~~710.12	$	—	$	12,~~770~~710.12
Cost of sales	~~753~~1,149.58		~~303~~472.06		83129.61
Other segment items (2)	~~166~~247.23		~~126~~188.49		6183.19
Earnings (loss) before income taxes	$	~~200~~305.25	$	81133.91	$	~~(5.8)~~—	$	~~276~~438.36	$	(2096.81)	$	~~255~~342.5
Equity earnings in unconsolidated affiliates	$	46.05	$	0.1	$	—	$	46.16
July 31, 2025
Equity investments in unconsolidated affiliates	$	33.5	$	0.5	$	—	$	34.0

(1) Corporate and unallocated includes interest expense and certain corporate expenses determined to be non-allocable to the segments, such as gain on sale of fixed assets, business development charges, restructuring and related charges and portions of incentive compensation.

(2) Other segment items consist primarily of selling, general and administrative expenses, research and development expense and other income (expense).

Net sales by business unit were as follows (in millions):

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2026

2025

2026

2025

Mobile Solutions segment

Off-Road

86104.50

8095.26

~~181~~285.1

~~169~~264.39

On-Road

2328.03

2526.39

4674.47

5784.43

Aftermarket

~~447~~497.16

~~442~~460.01

~~927~~1,425.40

~~893~~1,353.24

Total Mobile Solutions segment

~~556~~629.69

~~547~~582.56

1,~~154~~784.98

1,~~119~~702.96

Industrial Solutions segment

Industrial Filtration Solutions

~~222~~237.61

~~207~~231.58

~~438~~675.34

~~419~~651.98

Aerospace and Defense

3744.16

4651.25

79123.28

91142.48

Total Industrial Solutions segment

~~259~~281.7

~~253~~283.73

~~517~~799.52

~~511~~794.36

Life Sciences segment

Total Life Sciences segment

8083.05

6874.82

~~159~~242.38

~~138~~213.90

Total Company

~~896~~995.31

~~870~~940.01

12,~~831~~826.78

12,~~770~~710.12

Net sales, generally disaggregated by location where the customer’s order was received were as follows (in millions):

Three Months EndedJanuary 31,

Six Months EndedJanuary 31,

Three Months EndedApril 30,

Nine Months EndedApril 30,

2026

2025

2026

2025

U.S. and Canada

~~372~~427.71

~~391~~420.09

~~780.~~1,207.2

~~800~~1,221.87

EMEA

~~264~~289.83

~~228~~259.35

~~527~~816.69

~~469~~728.38

APAC

~~165~~172.18

~~151~~158.93

~~330~~503.53

~~307~~465.03

LATAM

93105.79

98101.84

~~193~~299.54

~~193~~294.04

Total

~~896~~995.31

~~870~~940.01

12,~~831~~826.78

12,~~770~~710.12

Property, plant and equipment, net and right-of-use asset by geographic region were as follows (in millions):

	Property, Plant and Equipment, Net				Right-Of-Use Asset
	January 31, 2026		July 31, 2025		January 31, 2026		July 31, 2025
	April 30, 2026		July 31, 2025		April 30, 2026		July 31, 2025
U.S. and Canada	$	~~229~~231.4	$	225.7	$	2418.10	$	26.8
EMEA	~~196~~190.28		195.2		1918.95		16.5
APAC	7574.97		76.2		1211.24		11.0
LATAM	~~143~~140.83		147.4		5.83		6.2
Total	$	~~645~~637.32	$	644.5	$	6253.02	$	60.5

Concentrations

There were no customers that accounted for over 10% of net sales for the three and ~~six~~nine months ended ~~January~~April 3130, 2026 or 2025. There were no customers that accounted for over 10% of gross accounts receivable as of ~~January~~April 3130, 2026 or July 31, 2025.

Note 19. Restructuring and Other Charges

During the first ~~two~~three quarters of fiscal 2026, the Company continued the global footprint and cost optimization actions to further improve the operating and manufacturing cost structure, which began in fiscal 2024. These activities resulted in restructuring and related expenses of $19.70 million and $57.15 million for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively, and $23.20 million and $58.54 million for the three and ~~six~~nine months ended ~~January 31~~April 30, 2025, respectively. Charges of $29.21 million and $413.23 million were included in cost of sales, and abenefits ~~benefit~~ of $0.41 million and ~~charges of~~ $05.9 8 million were included in operating expense in the Condensed Consolidated Statement of Earnings for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, respectively,. ~~and~~Charges ~~charges~~ of $02.6 million and $14.73 million were included in cost of sales, and charges of $10.64 million and $34.81 million were included in operating expense in the Condensed Consolidated Statements of Earnings for the three and ~~six~~nine months ended ~~January 31~~April 30, 2025, respectively. The estimated range of future costs associated with actions related to this restructuring ~~through fiscal 2026~~ is $103.0 million to $155.0 million.

As of ~~January~~April 3130, 2026 and July 31, 2025, $25.95 million and $7.1 million, respectively, of accrued expenses were included in accrued employee compensation and related taxes in the Condensed Consolidated Balance Sheets.

Note 20. Subsequent Event

On May 4, 2026, the Company acquired Filtration Group’s Facet Filtration business (Facet), consisting of Facet (Oklahoma) LLC and Facet Netherlands B.V., in an all-cash transaction valued at approximately $820.0 million, for cash consideration of $828.7 million. As part of this transaction, the Company issued approximately $820.0 million of new debt, increasing total long-term debt outstanding for the Company to approximately $1.4 billion, and remained in compliance with all applicable financial covenants. The new debt incurred in the fourth quarter of fiscal 2026 was at a rate of 4.6%. The new debt bears interest at a variable rate based on Term SOFR plus a spread that is based on the Company’s Leverage Ratio as defined by the agreements. Facet offers fuel and fluid filtration solutions for mission-critical applications primarily in aerospace and defense, as well as power generation. Headquartered in Tulsa, Oklahoma, Facet has approximately 250 employees across the U.S. and Europe with key manufacturing locations in Oklahoma and Spain. The Company has not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed, primarily because of the proximity of the acquisition to the balance sheet date of April 30, 2026.

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

Overview

Founded in 1915, Donaldson Company, Inc. is a global leader in technology-led filtration products and solutions, serving a broad range of industries and advanced markets. Donaldson’s diverse and skilled employees at more than 150 locations on six continents, 77 of which are manufacturing and/or distribution centers, partner with customers - from small business owners to the world’s largest original equipment manufacturer (OEM) brands - to solve complex filtration challenges. Customers choose Donaldson’s filtration solutions due to their stringent technical and performance requirements, the need for reliability and the value proposition of Donaldson’s solutions and/or services.

The Company’s operating segments are Mobile Solutions, Industrial Solutions and Life Sciences. The Mobile Solutions segment is organized based on a combination of customers and products and consists of the Off-Road, On-Road and Aftermarket business units. Within these business units, products consist of replacement filters for both air and liquid filtration applications and filtration housings for new equipment production and systems related to exhaust and emissions. Applications include air filtration systems, fuel, lube and hydraulic systems, emissions systems and sensors, indicators and monitoring systems. Mobile Solutions sells to OEMs in the construction, mining, agriculture and transportation end markets and to independent distributors and OEM dealer networks.

The Company’s results of operations are affected by conditions in the global economic and geopolitical environment. Under most economic conditions, the Company’s diversification between its diesel engine end markets, its global end markets, its diversification through technology and its OEM and replacement parts customers has helped to limit the impact of weakness in any one product line, market or geography on the consolidated operating results of the Company.

Operating Environment

Tariffs

The U.S. imposed tariffs on a wide range of imports, with the potential for further tariff actions, which resulted in retaliatory tariffs. These trade measures, along with updates to export controls and sanctions regimes, pose ongoing risks to global supply chains, potentially increasing the cost of goods, straining procurement cycles and impacting customer demand. On February 20, 2026, the United States Supreme Court issued a decision concluding that the ~~International~~IEEPA ~~Emergency Economic Powers Act~~ does not provide authority for the President to impose tariffs. Certain tariffs that affected us were imposed under this statute pursuant to presidential executive order. On March 4, 2026, the Court of International Trade (CIT) ordered U.S. Customs and Border Protection (CBP) to begin the refund process for all importers who were subject to IEEPA duties. The ~~extent~~situation continues to evolve, and further legislative, regulatory, or judicial developments may affect the ultimate outcome and the availability or timing of any ~~potential~~refunds. ~~recoveries~~As of ~~tariffs~~April ~~previously~~30, ~~paid~~2026, ~~remain~~we ~~subject~~did tonot ~~further~~record ~~legal~~an ~~interpretation~~asset ~~and~~related ~~administrative~~to ~~processes~~the potential refund. We will continue to ~~monitor~~evaluate new developments and ~~will~~would ~~evaluate~~record ~~the~~a ~~effect~~potential ofrefund ~~the~~under ~~ruling~~a onloss ~~future~~recovery ~~reporting~~model ~~periods~~pursuant asto ~~additional~~ASC ~~information~~410-30 ~~becomes~~if ~~available.~~the ~~The~~requirements ~~Company~~are ismet. We are closely monitoring the evolving trade landscape, as well as ~~its~~our ability to mitigate the impact of tariffs and ~~its~~our analysis of the potential impact. ~~The~~We ~~Company~~ will continue to utilize ~~its~~our global manufacturing footprint and supply chain to mitigate the cost impact of tariffs.

Any additional tariffs in the U.S. or retaliatory tariffs imposed by other governments could exacerbate the impact. Any new, substantial tariff increases on imports to the U.S. from Mexico, China and the European Union (EU) should they be implemented and sustained for an extended period of time, could have a significant adverse effect on ~~the~~us ~~Company~~ and ~~its~~our supply chain.

For additional information regarding the impact and potential impact of trade policy and tariffs on the Company, refer to the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 which outlines the risks and uncertainties the Company believes are the most material to its business.

Conflict in Iran

On February 28, 2026, the United States and Israel began a military operation targeting Iranian nuclear sites, military infrastructure, and top leadership. Iran has retaliated with attacks on infrastructure assets and United States and Israeli military bases in the Middle East, as well as a blockade of the Strait of Hormuz, a key shipping route for oil and liquified natural gas, among other commodities. As a result of the conflict, prices for these and other impacted commodities have increased sharply, causing volatility in the global economic markets. If the conflict or geopolitical tensions continue or worsen, it could have a significant adverse effect on our business, financial condition, or results of operations. We are monitoring the regional and global ramifications of the events unfolding.

Consolidated Results of Operations

Three months ended ~~January~~April 3130, 2026 compared with three months ended ~~January~~April 3130, 2025

Operating Results

Operating results were as follows (in millions, except per share amounts):

	Three Months Ended January 31,
	Three Months Ended April 30,
	2026		% of net sales		2025		% of net sales
Net sales	$	~~896~~995.31			$	~~870~~940.01
Cost of sales	~~596~~661.57		66.5	%	~~564~~618.12		6465.8	%
Gross profit	~~299~~333.84		33.5		~~305~~321.9		3534.2
Selling, general and administrative	~~162~~158.59		1816.10		~~159~~152.23		1816.32
Research and development	18.6		2.2		21.2		2.4
Loss on impairment of intangible assets	—		—		62.0		6.6
Operating expenses	181.1		20.2		180.4		20.7
Gain on sale of fixed assets	—		—		(1.2)		(0.1)
Operating income	118.7		13.2		125.5		14.4
Research and development	19.2		2.0		21.4		2.3
Interest expense	7.7		0.8		5.9		0.7
Operating expenses	178.1		17.9		234.5		24.9
Other income, net	(5.6)		(0.6)		(5.4)		(0.6)
Operating income	155.3		15.6		87.4		9.3
Earnings before income taxes	116.6		13.0		125.0		14.4
Interest expense	6.5		0.7		5.7		0.6
Income taxes	24.1		2.7		29.1		3.3
Other income, net	(6.0)		(0.6)		(5.3)		(0.6)
Net earnings	$	92.5	10.3	%	$	95.9	11.0	%
Earnings before income taxes	154.8		15.6		87.0		9.2
Net earnings per share (EPS) - diluted	$	0.78			$	0.79
Income taxes	36.7		3.7		29.2		3.1
Net earnings	$	118.1	11.9	%	$	57.8	6.1	%
Net earnings per share (EPS) - diluted	$	1.00			$	0.48

Geographic Net Sales by Origination

Net sales, disaggregated by location where the customer’s order was received, were as follows (in millions):

	Three Months Ended January 31,
	Three Months Ended April 30,
	2026		% of net sales		2025		% of net sales
U.S. and Canada	$	~~372~~427.71	4142.69	%	$	~~391~~420.09	44.98	%
Europe, Middle East and Africa (EMEA)	~~264~~289.83		29.51		~~228~~259.35		2627.26
Asia Pacific (APAC)	~~165~~172.18		1817.4		~~151~~158.93		1716.58
Latin America (LATAM)	93105.79		10.56		98101.84		1110.48
Total Company	$	~~896~~995.31	100.0	%	$	~~870~~940.01	100.0	%

2324

Net Sales

(1) The impact of foreign currency translation was calculated by translating the ~~second~~third quarter of fiscal 2026 foreign currency net sales into U.S. dollars using the average foreign currency exchange rates for the ~~second~~third quarter of the prior fiscal year. The impact of currency translation does not change the underlying drivers of revenue shown in this chart.

Net sales by segment (in millions):

	January 31, 2025		Sales volume		Pricing		Currency translation		January 31, 2026
	April 30, 2025		Sales volume		Pricing		Currency translation		April 30, 2026
Mobile Solutions segment	$	~~547~~582.56	$	~~(16~~19.6)8	$	911.13	$	16.62	$	~~556~~629.69
Industrial Solutions segment	~~253~~283.73		(715.85)		68.92		65.97		~~259~~281.7
Life Sciences segment	6874.82		76.02		(0.24)		43.45		8083.05
Total Company	$	~~870~~940.01	$	~~(17~~10.4)5	$	1519.81	$	2725.94	$	~~896~~995.31

Net sales for the three months ended ~~January~~April 3130, 2026 increased $2655.30 million, or 35.08%, from the three months ended ~~January~~April 3130, 2025, reflecting higher sales in the Mobile Solutions segment of $947.13 million, or 18.61% growth, and the ~~Industrial~~Life ~~Solutions~~Sciences segment of $69.03 million, or 212.47% growth, ~~and~~partially offset by lower sales in the ~~Life~~Industrial ~~Sciences~~Solutions segment of $111.26 million, or 16a 0.26% ~~growth~~decline. Foreign currency translation increased net sales by $2725.94 million compared to the three months ended ~~January~~April 3130, 2025, reflecting an increase in the Mobile Solutions segment of $16.62 million, an increase in the Industrial Solutions segment of $65.97 million, and an increase in the Life Sciences segment of $43.45 million. During the three months ended ~~January~~April 3130, 2026, the Company’s net sales increase was driven by favorable foreign currency impacts, ~~and~~net pricing benefits, ~~partially~~and ~~offset by~~ volume ~~decline~~growth.

Gross Margin

Gross margin as a percentage of net sales for the three months ended ~~January~~April 3130, 2026 was 33.5% compared with 3534.2% for the three months ended ~~January~~April 3130, 2025. The decrease in gross margin as a percentage of net sales was driven primarily by $9.1 million of costs associated with footprint optimization efforts and operational inefficiencies related to shifting Power Generation equipment production to a new point of manufacturing to support ~~higher~~ customer-specific ~~demand~~requirements in Industrial Solutions ~~and costs associated with footprint optimization efforts~~, partially offset by ~~benefits~~net ~~from~~ pricing ~~actions~~increases and favorable mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended ~~January~~April 3130, 2026 were $~~162~~158.59 million, or 1816.10% of net sales, compared with $~~159~~152.23 million, or 1816.32% of net sales, for the three months ended ~~January~~April 3130, 2025, an increase of $36.36 million, or 24.13%. The decrease in selling, general and administrative expenses as a percentage of net sales was primarily due to ~~ongoing~~leverage on higher sales and continued disciplined expense management. Additionally, ~~partially~~the ~~offset~~three bymonths ~~restructuring~~ended ~~and~~April ~~other~~30, ~~charges~~2025 included a $6.2 million benefit from the reduction of the Purilogics’ contingent consideration liability, which represents the fair value based on the probability of achieving certain milestones, which did not repeat in the three months ended April 30, 2026.

Loss on Impairment of Intangible Assets

The three months ended April 30, 2025 included a loss on impairment of intangible assets of $62.0 million, or 6.6% of net sales. There was no loss on impairment of intangible assets for the three months ended April 30, 2026. The fiscal 2025 impairment expense included $46.6 million related to Univercells Technologies, reflecting lower-than-anticipated bioprocessing capital spending, particularly for early-stage assets, while drug development timelines are longer than previously anticipated. The remaining $15.4 million of impairment expense was related to Solaris as market demand for industrial bioreactors had significantly declined.

Gain on Sale of Fixed Assets

The three months ended April 30, 2025 included a gain on sale of fixed assets of $1.2 million, or 0.1% of net sales. The gain on sale of fixed assets was driven by the sale of land and a building associated with footprint optimization initiatives in the prior year. There was no gain on the sale of fixed assets in the three months ended April 30, 2026.

Research and Development Expenses

Research and development expenses for the three months ended ~~January~~April 3130, 2026 were $1819.62 million, or 2.20% of net sales, compared with $21.24 million, or 2.43% of net sales, for the three months ended ~~January~~April 3130, 2025, a decrease of $2.62 million, or 1110.72%, driven by focused project prioritization.

Non-Operating Items

Interest expense for the three months ended ~~January~~April 3130, 2026 was $76.75 million, compared with $5.97 million for the three months ended ~~January~~April 3130, 2025, an increase of $10.8 million, or 2913.03%. The increase reflected a ~~combination~~higher average level of ~~higher~~debt ~~proportion~~for ofthe ~~variable~~three ~~interest~~months ~~rate~~ended ~~debt~~April ~~and~~30, ~~higher~~2026 ~~overall~~compared ~~level~~to ofthe ~~debt~~prior year.

Other income, net for the three months ended ~~January~~April 3130, 2026 was $5.6.0 million, compared with other income, net of $5.43 million for the three months ended ~~January~~April 3130, 2025, an increase of $0.27 million, ~~which~~driven ~~was~~by ~~relatively~~higher ~~consistent~~earnings ~~with~~from ~~the~~equity ~~prior year~~investments.

Income Taxes

The effective tax rate was 2023.7% and 2333.26% for the three months ended ~~January~~April 3130, 2026 and 2025, respectively. The lower effective tax rate was primarily due to anthe ~~increase~~tax impact resulting from the loss on impairment of intangible assets in ~~excess~~the ~~tax~~three ~~benefits~~months ended April 30, 2025. Excluding the prior year impact of the loss on ~~stock-based~~impairment ~~compensation~~of intangible assets, the effective tax rate is higher due to a decrease in discrete tax benefits.

Net Earnings

Net earnings for the three months ended ~~January~~April 3130, 2026 were $92118.51 million, compared with $9557.98 million for the three months ended ~~January~~April 3130, 2025, aan ~~decrease~~increase of $360.43 million, or 3104.64%. Diluted EPS were $01.7800 for the three months ended ~~January~~April 3130, 2026, compared with $0.7948 for the three months ended ~~January~~April 3130, 2025, aan ~~decrease~~increase of $0.0152, or 0108.72%.

~~Six months ended January 31, 2026 compared with six months ended January 31, 2025~~26

Nine months ended April 30, 2026 compared with nine months ended April 30, 2025

Operating Results

Operating results were as follows (in millions, except per share amounts):

	Six Months Ended January 31,
	Nine Months Ended April 30,
	2026		% of net sales		2025		% of net sales
Net sales	$	12,~~831~~826.78			$	12,~~770~~710.12
Cost of sales	1,~~203~~864.18		6566.70	%	1,~~144~~762.68		6465.70	%
Gross profit	~~628~~962.60		34.30		~~625~~947.54		35.30
Selling, general and administrative	~~332~~491.10		1817.14		~~325~~477.36		1817.46
Gain on sale of fixed assets	(9.3)		(0.5)		—		—
Loss on impairment of intangible assets	—		—		62.0		2.3
Research and development	37.8		2.1		43.9		2.5
Gain on sale of fixed assets	(9.3)		(0.3)		(1.2)		(0.1)
Operating expenses	360.6		19.7		369.2		20.9
Research and development	57.0		2.0		65.3		2.4
Operating income	268.0		14.6		256.3		14.5
Operating expenses	538.7		19.1		603.7		22.3
Interest expense	14.8		0.8		11.4		0.6
Operating income	423.3		15.0		343.7		12.7
Other income, net	(10.9)		(0.6)		(10.6)		(0.6)
Interest expense	21.3		0.8		17.1		0.6
Earnings before income taxes	264.1		14.4		255.5		14.4
Other income, net	(16.9)		(0.6)		(15.9)		(0.6)
Income taxes	57.7		3.1		60.6		3.4
Earnings before income taxes	418.9		14.8		342.5		12.6
Net earnings	$	206.4	11.3	%	$	194.9	11.0	%
Income taxes	94.4		3.3		89.8		3.3
Net EPS - diluted	$	1.75			$	1.60
Net earnings	$	324.5	11.5	%	$	252.7	9.3	%
Net EPS - diluted	$	2.75			$	2.09

Geographic Net Sales by Origination

Net sales, disaggregated by location where the customer’s order was received, were as follows (in millions):

	Six Months Ended January 31,
	Nine Months Ended April 30,
	2026		% of net sales		2025		% of net sales
U.S. and Canada	$	~~780.~~1,207.2	42.67	%	$	~~800~~1,221.87	45.31	%
EMEA	~~527~~816.69		28.89		~~469~~728.38		26.59
APAC	~~330~~503.53		1817.08		~~307~~465.03		17.32
LATAM	~~193~~299.54		10.6		~~193~~294.04		10.98
Total Company	$	12,~~831~~826.78	100.0	%	$	12,~~770~~710.12	100.0	%

2527

Net Sales

(1) The impact of foreign currency translation was calculated by translating the year-to-date fiscal 2026 foreign currency net sales into U.S. dollars using the average foreign currency exchange rates for the year-to-date net sales of the prior fiscal year. The impact of currency translation does not change the underlying drivers of revenue shown in this chart.

Net sales by segment (in millions):

	January 31, 2025		Sales volume		Pricing		Currency translation		January 31, 2026
	April 30, 2025		Sales volume		Pricing		Currency translation		April 30, 2026
Mobile Solutions segment	$	1,~~119~~702.96	$	(712.2)6	$	1830.91	$	2339.35	$	1,~~154~~784.98
Industrial Solutions segment	~~511~~794.36		(1732.05)		1321.35		915.96		~~517~~799.52
Life Sciences segment	~~138~~213.90		1420.35		(0.58)		610.61		~~159~~242.38
Total Company	$	12,~~770~~710.12	$	(90.9)6	$	3150.78	$	3965.82	$	12,~~831~~826.78

Net sales for the ~~six~~nine months ended ~~January~~April 3130, 2026 increased $61116.6 million, or 34.53%, from the ~~six~~nine months ended ~~January~~April 3130, 2025, reflecting higher sales in the Mobile Solutions segment of $3582.02 million, or 34.18% growth, the ~~Industrial~~Life ~~Solutions~~Sciences segment of $629.28 million, or 114.20% growth, and the ~~Life~~Industrial ~~Sciences~~Solutions segment of $~~20.~~4.6 million, or 140.6% growth. Foreign currency translation increased net sales by $3965.82 million compared to the ~~six~~nine months ended ~~January~~April 3130, 2025, reflecting an increase in the Mobile Solutions segment of $2339.35 million, an increase in the Industrial Solutions segment of $915.96 million, and an increase in the Life Sciences segment of $610.61 million. During the ~~six~~nine months ended ~~January~~April 3130, 2026, the Company’s net sales primarily increased due to favorable foreign currency impacts and net pricing benefits~~, partially offset by volume decline~~.

Gross Margin

Gross margin as a percentage of net sales for the ~~six~~nine months ended ~~January~~April 3130, 2026 was 34.30% compared with 35.30% for the ~~six~~nine months ended ~~January~~April 3130, 2025. The decrease in gross margin as a percentage of net sales was driven primarily by operational inefficiencies related to shifting Power Generation equipment production to a new point of manufacturing to support ~~higher~~ customer-specific ~~demand~~requirements in Industrial Solutions and costs associated with footprint optimization efforts, partially offset by ~~benefits~~favorable ~~from~~net pricing ~~actions~~.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $~~332~~491.10 million, or 1817.14% of net sales, compared with $~~325~~477.36 million, or 1817.46% of net sales, for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $613.84 million, or 2.18%. The decrease in selling, general and administrative expenses as a percentage of net sales was primarily due to ongoing disciplined expense management and leverage on higher sales. Additionally, the nine months ended April 30, 2025 included a $6.2 million benefit from the reduction of the Purilogics’ contingent consideration liability, which represents the fair value based on the probability of achieving certain milestones, which did not repeat in the nine months ended April 30, 2026.

Loss on Impairment of Intangible Assets

The nine months ended April 30, 2025 included a loss on impairment of intangible assets of $62.0 million, or 2.3% of net sales. There was no loss on impairment of intangible assets for the nine months ended April 30, 2026. The fiscal 2025 impairment expense included $46.6 million related to Univercells Technologies, reflecting lower-than-anticipated bioprocessing capital spending, particularly for early-stage assets, while drug development timelines are longer than previously anticipated. The remaining $15.4 million of impairment expense was related to Solaris as market demand for industrial bioreactors had significantly declined.

Gain on Sale of Fixed Assets

Gain on sale of fixed assets for the ~~six~~nine months ended ~~January~~April 3130, 2026 was $9.3 million, or 0.53% of net sales, compared to no$1.2 ~~gain~~million, onor ~~sale~~0.1% of ~~fixed~~net ~~assets~~sales, for the ~~six~~nine months ended ~~January~~April 3130, 2025. The increase in gain on sale of fixed assets was driven by the sale of land and a building associated with footprint optimization initiatives.

Research and Development Expenses

Research and development expenses for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $3757.80 million, or 2.10% of net sales, compared with $4365.93 million, or 2.54% of net sales, for the ~~six~~nine months ended ~~January~~April 3130, 2025, a decrease of $68.13 million, or 1312.76%, driven by focused project prioritization.

Non-Operating Items

Interest expense for the ~~six~~nine months ended ~~January~~April 3130, 2026 was $1421.83 million, compared with $1117.41 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $3.4.2 million, or 3024.46%. The increase reflected a combination of a higher proportion of variable interest rate debt and a higher overall level of debt.

Other income, net for the ~~six~~nine months ended ~~January~~April 3130, 2026 was $1016.9 million, compared with other income, net of $1015.69 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $01.30 million, ~~which~~driven ~~was~~by ~~relatively~~higher ~~consistent~~earnings ~~with~~from ~~the~~equity ~~prior year~~investments.

Income Taxes

The effective tax rate was 2122.85% and 2326.72% for the ~~six~~nine months ended ~~January~~April 3130, 2026 and 2025, respectively. The lower effective tax rate was primarily due to the tax impact resulting from the loss on impairment of intangible assets in the nine months ended April 30, 2025. Excluding the prior year impact of the loss on impairment of intangible assets, the effective tax rate is lower primarily due to an increase in excess tax benefits on stock-based compensation.

Net Earnings

Net earnings for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $~~206~~324.45 million, compared with $~~194~~252.97 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $1171.58 million, or 528.94%. Diluted EPS were $12.75 for the ~~six~~nine months ended ~~January~~April 3130, 2026, compared with $12.6009 for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $0.1566, or 931.39%.

Segment Results of Operations

Net sales and earnings (loss) before income taxes were as follows (in millions):

	Three Months EndedJanuary 31,				Six Months EndedJanuary 31,
	Three Months EndedApril 30,				Nine Months EndedApril 30,
	2026		2025		2026		2025
Net sales
Mobile Solutions	$	~~556~~629.69	$	~~547~~582.56	$	1,~~154~~784.98	$	1,~~119~~702.96
Industrial Solutions	~~259~~281.7		~~253~~283.73		~~517~~799.52		~~511~~794.36
Life Sciences	8083.05		6874.82		~~159~~242.38		~~138~~213.90
Total Company	$	~~896~~995.31	$	~~870~~940.01	$	12,~~831~~826.78	$	12,~~770~~710.12
Earnings (loss) before income taxes
Earnings before income taxes
Mobile Solutions	$	93127.70	$	95105.53	$	~~205~~332.0	$	~~200~~305.25
Industrial Solutions	3137.07		4051.92		63100.29		81133.91
Life Sciences	76.48		~~(0.~~5).8		1421.75		~~(5.8)~~—
Total segment	~~132~~171.15		~~135~~162.93		~~282~~454.94		~~276~~438.36
Corporate and unallocated(1)	(1516.57)		(1075.93)		(1835.85)		(2096.81)
Total Company	$	~~116~~154.68	$	~~125~~87.0	$	~~264~~418.19	$	~~255~~342.5

(1)Corporate and unallocated includes interest expense and certain corporate expenses determined to be non-allocable to the segments, such as a gain on the sale of fixed assets, restructuring and related charges, business development charges and portions of incentive compensation.

Mobile Solutions Segment

Net sales and earnings before income taxes were as follows (in millions):

	Three Months EndedJanuary 31,						Six Months EndedJanuary 31,
	Three Months EndedApril 30,						Nine Months EndedApril 30,
	2026			2025			2026			2025
Off-Road	$	86104.50		$	8095.26		$	~~181~~285.1		$	~~169~~264.39
On-Road	2328.03			2526.39			4674.47			5784.43
Aftermarket	~~447~~497.16			~~442~~460.01			~~927~~1,425.40			~~893~~1,353.24
Total Mobile Solutions segment	$	~~556~~629.69		$	~~547~~582.56		$	1,~~154~~784.98		$	1,~~119~~702.96
Mobile Solutions segment earnings before income taxes	$	93127.70		$	95105.53		$	~~205~~332.0		$	~~200~~305.25
Mobile Solutions segment earnings before income taxes % of net sales	1620.82		%	1718.41		%	1718.86		%	17.9		%

~~Three months ended January 31, 2026 compared with three months ended January 31, 2025~~30

~~(1)~~Three ~~The~~months ~~impact~~ended ofApril ~~foreign~~30, ~~currency translation was calculated by translating the second quarter of fiscal~~ 2026 ~~foreign~~compared ~~currency~~with ~~net~~three ~~sales~~months ~~into~~ended ~~U.S.~~April ~~dollars~~30, using the average foreign currency exchange rates for the second quarter of the prior fiscal year. The impact of currency translation does not change the underlying drivers of revenue shown in this chart.2025

~~Net~~(1) ~~sales~~The ~~for~~impact ~~the~~of ~~Mobile~~foreign ~~Solutions~~currency ~~segment~~translation ~~for~~was ~~the~~calculated ~~three~~by ~~months~~translating ~~ended~~the ~~January~~third ~~31,~~quarter of fiscal 2026 ~~were~~foreign ~~$556.6 million,~~currency ~~compared~~net ~~with~~sales ~~$547~~into U.~~5 million~~S. ~~for~~dollars using the ~~three~~average ~~months~~foreign ~~ended~~currency ~~January~~exchange ~~31,~~rates ~~2025,~~for anthe ~~increase~~third quarter of ~~$9.1 million,~~the orprior 1fiscal year.~~6%.~~ ~~Foreign~~The impact of currency translation ~~favorably~~does ~~impacted~~not ~~net~~change ~~sales for~~ the ~~Mobile~~underlying ~~Solutions~~drivers ~~segment~~of byrevenue ~~3.0%.~~shown ~~All~~in ~~business~~this ~~units were positively impacted by foreign currency translation~~chart.

Net sales offor ~~Aftermarket~~the ~~increased~~Mobile Solutions segment for the three months ended April 30, 2026 were $5629.19 million, ~~primarily~~compared ~~driven~~with by$582.6 million ~~higher~~for ~~vehicle~~the ~~utilization~~three ~~rates~~months inended ~~EMEA~~April ~~and~~30, ~~APAC.~~2025, ~~Net~~an ~~sales~~increase of ~~Off-Road increased~~ $647.3 million, ~~reflecting~~or a8.1%. ~~modest~~Foreign ~~rebound~~currency ~~following~~translation ~~declines~~favorably inimpacted ~~the~~net ~~prior~~sales ~~year.~~for ~~Net~~the ~~sales~~Mobile ofSolutions ~~On-Road~~segment ~~decreased~~by $2.38%. ~~million~~All ~~primarily~~business ~~due~~units towere apositively ~~continuing~~impacted ~~decline~~by inforeign ~~global~~currency ~~truck production~~translation.

~~Earnings~~Net ~~before~~sales ~~income~~of ~~taxes~~Aftermarket ~~for~~increased ~~the~~$37.5 million, ~~Mobile~~primarily ~~Solutions~~driven ~~segment~~by ~~for~~higher ~~the~~vehicle ~~three~~utilization ~~months~~rates ~~ended~~in ~~January~~all ~~31, 2026 were $93~~regions.~~7 million,~~ orNet ~~16.8%~~sales of ~~net~~Off-Road ~~sales,~~increased ~~a decrease from 17~~$8.4% ofmillion ~~net~~reflecting ~~sales~~improved ~~for~~market ~~the~~conditions, ~~three~~particularly ~~months~~in ~~ended January 31~~construction, ~~2025.~~following ~~The~~declines ~~decrease~~in ~~was~~the ~~driven~~prior ~~primarily~~year. byNet ~~higher~~sales ~~operational~~of ~~costs~~On-Road ~~from~~increased ~~footprint~~$1.4 ~~optimization~~million ~~efforts~~from ~~and~~higher ~~deleverage~~truck ~~from~~production, ~~lower~~primarily ~~volume~~in EMEA.

28Earnings before income taxes for the Mobile Solutions segment for the three months ended April 30, 2026 were $127.0 million, or 20.2% of net sales, an increase from 18.1% of net sales for the three months ended April 30, 2025. The increase was driven primarily by leverage from higher volume and favorable mix.

~~Six months ended January~~ 31~~, 2026 compared with six months ended January 31, 2025~~

Nine months ended April 30, 2026 compared with nine months ended April 30, 2025

Net sales for the Mobile Solutions segment for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $1,~~154~~784.98 million, compared with $1,~~119~~702.96 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $3582.02 million, or 34.18%. Foreign currency translation favorably impacted net sales for the Mobile Solutions segment by 2.13%. All business units were positively impacted by foreign currency translation.

Net sales of Aftermarket increased $3471.26 million due to market share gains and higher vehicle utilization rates, ~~primarily~~ in ~~EMEA~~all ~~and APAC~~regions. Net sales of Off-Road increased $1120.82 million, reflecting a modest rebound following declines in the prior year. Net sales of On-Road decreased $119.06 million primarily due to a continuing decline in global truck production.

Earnings before income taxes for the Mobile Solutions segment for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $~~205~~332.0 million, or 1718.86% of net sales, ~~consistent~~an ~~with~~increase from 17.9% of net sales for the ~~six~~nine months ended ~~January~~April 3130, 2025. The increase was driven primarily by leverage from higher volume and favorable mix.

Industrial Solutions Segment

Net sales and earnings before income taxes were as follows (in millions):

	Three Months EndedJanuary 31,						Six Months EndedJanuary 31,
	Three Months EndedApril 30,						Nine Months EndedApril 30,
	2026			2025			2026			2025
Industrial Filtration Solutions (IFS)	$	~~222~~237.61		$	~~207~~231.58		$	~~438~~675.34		$	~~419~~651.98
Aerospace and Defense	3744.16			4651.25			79123.28			91142.48
Total Industrial Solutions segment	$	~~259~~281.7		$	~~253~~283.73		$	~~517~~799.52		$	~~511~~794.36
Industrial Solutions segment earnings before income taxes	$	3137.07		$	4051.92		$	63100.29		$	81133.91
Industrial Solutions segment earnings before income taxes % of net sales	1113.94		%	1618.1		%	12.26		%	16.08		%

2932

Three months ended ~~January~~April 3130, 2026 compared with three months ended ~~January~~April 3130, 2025

Net sales for the Industrial Solutions segment for the three months ended ~~January~~April 3130, 2026 were $~~259~~281.7 million, compared with $~~253~~283.73 million for the three months ended ~~January~~April 3130, 2025, ana ~~increase~~decrease of $61.06 million, or 20.46%. Foreign currency translation favorably impacted net sales for the Industrial Solutions segment by 2.20%. Both business units were positively impacted by foreign currency translation.

Net sales of IFS increased $155.13 million, driven by ~~First~~net ~~Fit~~pricing ~~project~~benefits ~~timing~~ and ~~strong~~Power ~~Aftermarket~~Generation ~~demand~~new inequipment ~~Power Generation~~sales, aspartially ~~well~~offset asby ~~strong~~volume ~~global~~declines ~~demand~~ in Industrial Gases and dust collection. Net sales of Aerospace and Defense decreased by $96.19 million primarily due to ongoing supply chain constraints and project timing.

Earnings before income taxes for the Industrial Solutions segment for the three months ended ~~January~~April 3130, 2026 were $3137.07 million, or 1113.94% of net sales, a decrease from 1618.1% of net sales for the three months ended ~~January~~April 3130, 2025. The decrease was driven primarily by operational inefficiencies related to shifting Power Generation equipment production to a new point of manufacturing to support ~~higher~~ customer-specific ~~demand and costs associated with footprint optimization efforts~~requirements, as well as unfavorable mix in business unit sales.

3033

~~Six~~Nine months ended ~~January~~April 3130, 2026 compared with ~~six~~nine months ended ~~January~~April 3130, 2025

Net sales for the Industrial Solutions segment for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $~~517~~799.52 million, compared with $~~511~~794.36 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $64.26 million, or 10.26%. Foreign currency translation favorably impacted net sales for the Industrial Solutions segment by 12.60%. Both business units were positively impacted by foreign currency translation.

Net sales of IFS increased $1823.46 million, driven by ~~First~~net ~~Fit~~pricing ~~project timing and strong Aftermarket demand in Power Generation~~benefits, as well as ~~strong~~First ~~global~~Fit ~~demand~~project timing in ~~Industrial~~Power ~~Gases~~Generation. Net sales of Aerospace and Defense decreased by $1219.20 million primarily due to project timing.

Earnings before income taxes for the Industrial Solutions segment for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $63100.29 million, or 12.26% of net sales, a decrease from 16.08% of net sales for the ~~six~~nine months ended ~~January~~April 3130, 2025. The decrease was driven primarily by operational inefficiencies related to shifting Power Generation equipment production to a new point of manufacturing to support ~~higher~~ customer-specific ~~demand,~~requirements ~~costs associated with footprint optimization efforts~~ and unfavorable mix in business unit sales.

Life Sciences Segment

Net sales and earnings ~~(losses)~~ before income taxes were as follows (in millions):

	Three Months EndedJanuary 31,						Six Months EndedJanuary 31,
	Three Months EndedApril 30,						Nine Months EndedApril 30,
	2026			2025			2026			2025
Life Sciences segment net sales	$	8083.05		$	6874.82		$	~~159~~242.38		$	~~138~~213.90
Life Sciences segment earnings (losses) before income taxes	$	7.4		$	(0.5)		$	14.7		$	(5.8)
Life Sciences segment earnings before income taxes	$	6.8		$	5.8		$	21.5		$	—
Life Sciences segment earnings (losses) before income taxes % of net sales	9.3		%	(0.7)		%	9.2		%	(4.2)		%
Life Sciences segment earnings before income taxes % of net sales	8.1		%	7.8		%	8.9		%	—		%

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Three months ended ~~January~~April 3130, 2026 compared with three months ended ~~January~~April 3130, 2025

Net sales for the Life Sciences segment for the three months ended ~~January~~April 3130, 2026 were $8083.05 million, compared with $6874.82 million for the three months ended ~~January~~April 3130, 2025, an increase of $119.23 million, or 1612.27%. Foreign currency translation favorably impacted net sales for the Life Sciences segment by 6.4.8%. The increase in net sales was driven by strong global sales in Food and Beverage and Disk Drive.

Earnings before income taxes for the Life Sciences segment for the three months ended ~~January~~April 3130, 2026 were $76.48 million, or 98.31% of net sales, an increase from ~~losses~~earnings before income taxes of $0.5.8 million, or 0.7.8% of net sales, for the three months ended ~~January~~April 3130, 2025. The improvement was driven by leverage from higher volume and ~~disciplined~~favorable ~~expense~~product ~~management~~mix. Additionally, the three months ended April 30, 2025 included a $6.2 million benefit, an impact of 8.3% on fiscal 2025 quarter-to-date profitability, from the reduction of the Purilogics’ contingent consideration liability, which represents the fair value based on the probability of achieving certain milestones.

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~~Six~~Nine months ended ~~January~~April 3130, 2026 compared with ~~six~~nine months ended ~~January~~April 3130, 2025

Net sales for the Life Sciences segment for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $~~159~~242.38 million, compared with $~~138~~213.90 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $2029.48 million, or 14.60%. Foreign currency translation favorably impacted net sales for the Life Sciences segment by 4.8%. The increase in net sales was driven by strong global sales in Food and Beverage and Disk Drive.

Earnings before income taxes for the Life Sciences segment for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $1421.75 million, or 98.29% of net sales, an improvement from no earnings or losses before income taxes ~~of $5.8 million, or 4.2% of net sales,~~ for the ~~six~~nine months ended ~~January~~April 3130, 2025. The improvement was driven by leverage onfrom higher volume and ~~benefits~~favorable ~~from~~product ~~restructuring activities that occurred during fiscal 2025~~mix.

Liquidity, Capital Resources and Financial Condition

Liquidity

Liquidity is assessed in terms of the Company’s ability to generate cash to fund its operating, investing and financing activities. Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, acquisitions, dividends, repurchases of outstanding shares, adequacy of available credit facilities and the ability to attract long-term capital with satisfactory terms. The Company generates substantial cash from the operation of its businesses as its primary source of liquidity, with sufficient liquidity available to fund growth through reinvestment in existing businesses and strategic acquisitions.

Cash Flow Summary

Cash flows were as follows (in millions):

	Six Months EndedJanuary 31,
	Nine Months EndedApril 30,
	2026		2025		$ Change
Net cash provided by (used in):
Operating activities	$	~~158~~293.48	$	~~163~~251.30	$	(442.9)8
Investing activities	(1842.42)		(~~115~~129.18)		9687.76
Financing activities	(~~131~~232.53)		(88175.54)		(4356.09)
Effect of exchange rate changes on cash	54.54		~~(3.3)~~—		84.84
Increase (decrease) in cash and cash equivalents	$	1423.07	$	(4354.62)	$	5777.69

Operating Activities

Cash provided by operating activities for the ~~six~~nine months ended ~~January~~April 3130, 2026 was $~~158~~293.48 million, compared with $~~163~~251.30 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, aan ~~decrease~~increase of $442.98 million. The ~~decrease~~increase in cash provided by operating activities was primarily driven by higher ~~income~~earnings ~~taxes~~and ~~paid~~working incapital ~~the~~management ~~current fiscal year, partially offset by higher earnings~~improvement.

Investing Activities

Cash used in investing activities for the ~~six~~nine months ended ~~January~~April 3130, 2026 was $1842.42 million, compared with $~~115~~129.18 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, a decrease of $9687.76 million. The decrease in cash used in investing activities was primarily due to the $71.2 million equity method investment in Medica during the ~~six~~nine months ended ~~January~~April 3130, 2025~~, as well as $10~~.~~8 million received from the sale of property, plant and equipment in the first six months ended January 31, 2026.~~

Financing Activities

Cash used in financing activities generally relates to the use of cash for payment of dividends and repurchases of the Company’s common stock, net of borrowing activity and proceeds from the exercise of stock options. Cash used in financing activities for the ~~six~~nine months ended ~~January~~April 3130, 2026 was $~~131~~232.53 million, compared with cash used in financing activities of $88175.54 million for the ~~six~~nine months ended ~~January~~April 3130, 2025, an increase of $4356.09 million. The increase in cash used in financing activities was primarily driven by a ~~decrease~~net in$61.9 ~~short-term~~million ~~borrowings~~reduction of debt in the nine months ended April 30, 2026 compared to a $41179.81 million ~~and~~net an increase in debt in the nine months ended April 30, 2025. This was partially offset by lower repurchases of the Company’s common stock of $29161.60 million, ~~partially~~as ~~offset~~well byas ~~an increase of~~ $2628.35 million inmore proceeds from the exercise of stock options.

To determine the level of dividend and share repurchases, the Company considers recent and projected performance across key financial metrics, including earnings, cash flow from operations and total debt. Dividends paid for the ~~six~~nine months ended ~~January~~April 3130, 2026 and 2025 were $69104.30 million and $6496.69 million, respectively. Share repurchases for the ~~six~~nine months ended ~~January~~April 3130, 2026 and 2025 were $111.2 million and $81272.62 million, respectively.

Capital Resources

Additional sources of liquidity are existing cash and available credit facilities. Cash and cash equivalents as of ~~January~~April 3130, 2026 was $~~194~~204.41 million, compared with $180.4 million as of July 31, 2025. The Company has capacity of $~~755~~1,222.31 million available for further borrowing under existing credit facilities as of ~~January~~April 3130, 2026.

The Company believes the liquidity available from the combination of expected cash generated by operating activities, existing cash and available credit under existing credit facilities will be sufficient to meet its cash requirements for the next 12 months and beyond, including working capital needs, debt service obligations, capital expenditures, payment of dividends, share repurchase activity and potential acquisitions, including the additional debt we expect to incur to fund the Facet acquisition.

Financial Condition

Short-Term Borrowings and Long-Term Debt

As of ~~January~~April 3130, 2026, total debt, including short-term borrowings and long-term debt, represented 3026.24% of total capitalization, defined as total debt plus total stockholders’ equity, compared with 31.5% as of July 31, 2025. As of ~~January~~April 3130, 2026, the Company was in compliance with its financial covenants.

Long-term debt outstanding was $~~680~~598.80 million as of ~~January~~April 3130, 2026, compared with $637.1 million as of July 31, 2025, ana ~~increase~~decrease of $4339.71 million, primarily due to limited share repurchases in preparation for the funding of the acquisition of Facet during the ~~six~~nine months ended ~~January~~April 3130, 2026. As of ~~January~~April 3130, 2026, there was $~~491~~571.6 million available and $~~100~~20.0 million outstanding on the Company’s $600.0 million unsecured revolving credit facility that expires on June 12, 2030. ~~We expect to finance the Facet acquisition with a combination of cash on hand and proceeds from new debt.~~

The Company financed the Facet acquisition, which closed in the fourth quarter of fiscal 2026, with a combination of cash on hand and proceeds from approximately $820.0 million of new debt, including the $400.0 million Term Loan Facility the Company entered during the third quarter of fiscal 2026. The new debt incurred in the fourth quarter of fiscal 2026 was at a rate of 4.6%. The new debt bears interest at a variable rate based on Term SOFR plus a spread that is based on the Company’s Leverage Ratio as defined by the agreements. The additional borrowings increased the long-term debt outstanding for the Company to approximately $1.4 billion. See Note 20 in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this report for additional information on financing related to the Facet acquisition.

Working Capital

In order to help measure and analyze the impact of working capital management, the Company calculates days sales outstanding as the average accounts receivable, net for the quarter, divided by net sales for the quarter multiplied by the number of days in the quarter. The Company calculates days inventory outstanding as the average inventories, net for the quarter, divided by cost of sales for the quarter multiplied by the number of days in the quarter. The Company calculates days payable outstanding as the average accounts payable for the quarter, divided by cost of sales for the quarter multiplied by the number of days in the quarter. The Company calculates net cash cycle as the sum of days sales outstanding and days inventory outstanding, less days payables outstanding.

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	January 31,2026		July 31,2025		Change
	April 30,2026		July 31,2025		Change
Accounts receivable, net	$	~~647~~702.91	$	662.2	$	~~(14~~39.3)9
Days sales outstanding	6760		62		5(2)
Inventories, net	$	~~555~~535.89	$	513.6	$	4222.23
Days inventory outstanding	8474		75		9(1)
Accounts payable	$	~~348~~353.84	$	368.6	$	(1915.82)
Days payable outstanding	5648		52		(4)
Net cash cycle	9586		85		101

Off-Balance Sheet Arrangements

The Company guarantees 50% of certain debts of its joint venture, AFSI, as discussed in Note 16 in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this report.

Critical Accounting Estimates

There have been no material changes to the Company’s critical accounting estimates as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

New Accounting Standards Not Yet Adopted

For new accounting standards not yet adopted, refer to Note 1 in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this report.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

The Company, through its management, may make forward-looking statements reflecting the Company’s current views with respect to future events and expectations, such as forecasts, plans, trends and projections relating to the Company’s business and financial performance. These forward-looking statements, which may be included in reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), in press releases and in other documents and materials as well as in written or oral statements made by or on behalf of the Company, are subject to certain risks and uncertainties, including those discussed in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025, which could cause actual results to differ materially from historical results or those anticipated. The words or phrases such as “will likely result,” “are expected to,” “will continue,” “will allow,” “estimate,” “project,” “believe,” “expect,” “anticipate,” “forecast,” “plan” and similar expressions are intended to identify forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended, as enacted by the Private Securities Litigation Reform Act of 1995 (PSLRA). In particular, the Company desires to take advantage of the protections of the PSLRA in connection with the forward-looking statements made in this Quarterly Report on Form 10-Q. All statements other than statements of historical fact are forward-looking statements. These statements do not guarantee future performance.

These forward-looking statements speak only as of the date such statements are made and are subject to risks and uncertainties that could affect the Company’s performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed. These factors include, but are not limited to, challenges in global operations; changes in international trade policy; impacts of global economic, industrial and political conditions on product demand, impacts from unexpected events, effects of unavailable raw materials, significant demand fluctuations or material cost changes; inability to attract and retain qualified personnel; inability to meet customer demand; inability to maintain competitive advantages; threats from disruptive technologies; effects of highly competitive markets with pricing pressure; exposure to customer concentration in certain cyclical industries; inability to manage productivity improvements; inability to achieve commitments related to sustainability; results of execution of any acquisition, divestiture and other strategic transactions; vulnerabilities associated with information technology systems and security; inability to protect and enforce intellectual property rights; costs associated with governmental laws and regulations; impacts of foreign currency fluctuations; and effects of changes in capital and credit markets. These and other factors are described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s market risk includes the potential loss arising from adverse changes in foreign currency exchange rates, interest rates and commodity prices. To manage these risks, the Company employs certain strategies to mitigate the effect of these fluctuations. The Company does not enter into any of these strategies for trading or speculative purposes.

The Company maintains significant assets and operations outside the U.S., resulting in exposure to foreign currency gains and losses. A portion of the Company’s foreign currency exposure is naturally hedged by incurring liabilities, including bank debt, denominated in the local currency in which the Company’s foreign subsidiaries are located.

During the ~~six~~nine months ended ~~January~~April 3130, 2026, the U.S. dollar was generally weaker than in the ~~six~~nine months ended ~~January~~April 3130, 2025 compared with many of the currencies of the foreign countries in which the Company operates. The overall weaker U.S. dollar had a positive impact on the Company’s international net sales and net earnings because the foreign denominated revenues translated into more U.S. dollars in many regions around the world. The estimated impact of foreign currency translation for the ~~six~~nine months ended ~~January~~April 3130, 2026 resulted in an overall increase in reported net sales of $3965.82 million and an increase in reported net earnings of $2.4.3 million.

Derivative Fair Value Measurements

Foreign Currency Forward Contracts - Cash Flow Hedges and Derivatives Not Designated as Hedging Instruments

Net Investment Hedges

The total notional amount of net investment hedges as of ~~January~~April 3130, 2026 and July 31, 2025 was €80 million, or $88.8 million. The maturity dates range from 2027 to 2029.

Based on the net investment hedges outstanding as of ~~January~~April 3130, 2026, a 10% appreciation of the U.S. dollar compared to the Euro would result in a net gain of $98.08 million in the fair value of these contracts.

Interest Rates

The Company’s exposure to market risk for changes in interest rates primarily relates to debt obligations that are at variable rates, as well as the potential increase in the fair value of long-term debt resulting from a potential decrease in interest rates. As of ~~January~~April 3130, 2026, the Company’s financial liabilities with exposure to changes in interest rates consisted mainly of $~~100~~20.0 million outstanding on the Company’s unsecured revolving credit facility, €80 million, or $9593.36 million, of a variable rate term loan, $200.0 million of a variable rate term loan and ¥2 billion, or $1312.08 million, of variable rate senior notes. As of ~~January~~April 3130, 2026, ~~there were no~~ variable short-term borrowings outstanding consisted of $10.0 million. Assuming a hypothetical 0.5 percentage point increase in short-term interest rates, with all other variables remaining constant, interest expense would have increased approximately $1.03 million in the ~~six~~nine months ended ~~January~~April 3130, 2026. The Company has no interest rate hedging agreements. Interest rate changes would also affect the fair market value of fixed-rate debt. As of ~~January~~April 3130, 2026, the estimated fair values of fixed interest rate long-term debt were $~~254~~253.65 million compared to the carrying values of $275.0 million. The fair values are estimated by discounting the projected cash flows using the interest rates at which similar amounts of debt could currently be borrowed.

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The interest on cash and cash equivalents will vary as short-term yields change. Assuming a hypothetical 0.5 percentage point increase in yields, with all other variables remaining constant, interest income would have increased approximately $0.58 million in the ~~six~~nine months ended ~~January~~April 3130, 2026.

Commodity Prices

The Company is exposed to market risk from fluctuating prices of purchased commodity raw materials, including steel, filter media and petrochemical-based products including plastics, rubber and adhesives. On an ongoing basis, the Company enters into selective supply arrangements that allow the Company to reduce volatility in its costs. The Company strives to recover or offset all material cost increases through price increases to its customers and the Company’s cost reduction initiatives, which include material substitution, process improvement and product redesigns. However, an increase in commodity prices could result in lower gross profit.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management of the Company, with the participation of its Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period. Based on their evaluation, as of the end of the period covered, the Company’s Chief Executive Officer and Chief Financial Officer concluded the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. The Company’s disclosure controls and procedures are designed so information required to be disclosed by the issuer in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (SEC) rules and forms and such information is accumulated and communicated to management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f) under the Exchange Act) occurred during the fiscal quarter ended ~~January~~April 3130, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

There are inherent risks and uncertainties associated with the Company’s global operations that involve the manufacturing and sale of products for highly demanding customer applications throughout the world. These risks and uncertainties could adversely affect the Company’s business, reputation, financial condition or results of operations. In addition to the risk factor below, the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 outlines the risks and uncertainties the Company believes are the most material to its business.

Facet Filtration Acquisition - we could be subject to new risks, known and unknown, relating to the Facet acquisition.

We may experience risks, losses and damages associated with the Facet acquisition. The risks we could face include the following:

•The Facet acquisition integration activities may involve complex operational, financial, and cultural alignment efforts. If management is unable to effectively balance integration activities with ongoing business needs, we may experience increased operating costs, reduced financial performance, or disruptions to our day‑to‑day operations. Any of these outcomes could materially and adversely affect our business, financial condition, or results of operations.

•The Facet acquisition involves the inherent risk of liabilities, and these liabilities may prove more costly or produce more adverse effects than we anticipate, such as actual or potential litigation and regulatory matters. In addition, in the course of the due diligence review of Facet, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of Facet, and we may not be indemnified or have insurance for any of these liabilities. Any such liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows following the completion of the Facet acquisition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Equity Securities

Information in connection with purchases made by, or on behalf of, the Company or any affiliated purchaser of the Company, of shares of the Company’s common stock during the three months ended ~~January~~April 3130, 2026 was as follows:

Period	Total Numberof SharesPurchased	Average PricePaid per Share		Total Numberof SharesPurchased asPart of PubliclyAnnounced Plansor Programs	MaximumNumberof Sharesthat May YetBe PurchasedUnder the Plansor Programs
November 1 - November 30, 2025	199,844	$	85.12	199,844	4,500,831
February 1 - February 28, 2026	—	$	—	—	4,500,831
December 1 - December 31, 2025	—	—		—	4,500,831
March 1 - March 31, 2026	—	—		—	4,500,831
January 1 - January 31, 2026	—	—		—	4,500,831
April 1 - April 30, 2026	—	—		—	4,500,831
Total	~~199,844~~—	$	~~85.12~~—	~~199,844~~—	4,500,831

In November 2023, the Board of Directors authorized the repurchase of up to 12.0 million shares of the Company’s common stock under the Company’s stock repurchase plan. This repurchase authorization is effective until terminated by the Board of Directors. The Company has remaining authorization to repurchase 4.5 million shares under this plan. There were no repurchases of common stock made outside of the Company’s current repurchase authorization during the three months ended ~~January~~April 3130, 2026. While not considered repurchases of shares, the Company does at times withhold shares that would otherwise be issued under stock-based awards to cover the withholding of taxes due as a result of exercising stock options or payment of stock-based awards.

Item 3. Defaults Upon Senior Securities

Not applicable.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended ~~January~~April 3130, 2026, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

2-A*			Securities Purchase Agreement, dated as of January 31, 2026, among Donaldson Company, Inc., Facet Group Holdings II LLC, and Facet Holdings II B.V. (Filed as Exhibit 2-A to Form 8-K Report filed on February 2, 2026)
3-A*			Restated Certificate of Incorporation of Registrant as currently in effect (Filed as Exhibit 3-A to Form 10-Q Report for the first quarter ended October 31, 2023)
3-B*			Amended and Restated Bylaws of Registrant, dated as of July 28, 2023 (Filed as Exhibit 3-B to Form 8-K Report filed on July 28, 2023)
10-A*			Term Loan Credit Agreement dated April 8, 2026, among the Company, certain lenders from time to time party to the Agreement (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for the Lenders (Filed as Exhibit 10.1 to Form 8-K Report filed on April 10, 2026)**
10-B			Compensation Plan for Non-Employee Directors, as amended on March 27, 2026
31-A			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31-B			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32			Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial information from the Donaldson Company, Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended ~~January~~April 3130, 2026, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Changes in Stockholders’ Equity and (vi) the Notes to Condensed Consolidated Financial Statements
104			The cover page from the Donaldson Company Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended ~~January~~April 3130, 2026, formatted in iXBRL (included as Exhibit 101)

* Exhibit has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference as an exhibit.


*			Exhibit has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference as an exhibit.
**			Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of such schedules and attachments to the Securities Exchange Commission upon its request.

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SIGNATURES

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



			DONALDSON COMPANY, INC.
			(Registrant)

Date: February 26, 2026	By:	/s/ Tod E. Carpenter
Date: June 2, 2026	By:	/s/ Richard B. Lewis
		Tod E. CarpenterChairman, President and Chief Executive Officer(Principal Executive Officer)
		Richard B. LewisPresident and Chief Executive Officer(Principal Executive Officer)
Date: February 26, 2026	By:	/s/ Bradley J. Pogalz
Date: June 2, 2026	By:	/s/ Bradley J. Pogalz
		Bradley J. PogalzChief Financial Officer(Principal Financial Officer)
Date: February 26, 2026	By:	/s/ Andrew J. Cebulla
Date: June 2, 2026	By:	/s/ Andrew J. Cebulla
		Andrew J. CebullaVice President and Corporate Controller(Principal Accounting Officer)

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