UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, ~~2024~~2025


☐			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 1-14959

BRADY CORPORATION

(Exact name of registrant as specified in charter)


Wisconsin						39-0178960
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

6555 West Good Hope Road

Milwaukee, Wisconsin 53223

(Address of principal executive offices and Zip Code)

(414) 358-6600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Nonvoting Common Stock, par value $0.01 per share	BRC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,"” and "“emerging growth company"” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the non-voting common stock held by non-affiliates of the registrant as of January 31, ~~2024~~2025, was approximately $23,~~593~~172,~~760~~801,~~582~~733 based on the closing sale price of $6074.2349 per share on that date as reported for the New York Stock Exchange. As of September 42, ~~2024~~2025, there were 4443,~~045~~555,~~649~~822 outstanding shares of Class A Nonvoting Common Stock (the “Class A Common Stock”), and 3,538,628 shares of Class B Common Stock. The Class B Common Stock, all of which is held by affiliates of the registrant, is the only voting stock.

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INDEX

PART I			Page
Item 1. Business			3
General Development of Business			3
Narrative Description of Business			4
Overview			4
Research and Development			5
Operations			56
Human Capital Management			6
Information Available on the Internet			7
Item 1A. Risk Factors			7
Item 1B. Unresolved Staff Comments			1112
Item 1C. Cybersecurity			12
Item 2. Properties			1213
Item 3. Legal Proceedings			13
Item 4. Mine Safety Disclosures			13
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			14
Item 6. [Reserved]			16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			24
Item 8. Financial Statements and Supplementary Data			25
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			5455
Item 9A. Controls and Procedures			5455
Item 9B. Other Information			5758
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections			5758
PART III
Item 10. Directors, Executive Officers and Corporate Governance			5859
Item 11. Executive Compensation			6364
Compensation Discussion and Analysis			6364
Management Development and Compensation Committee Interlocks and Insider Participation			7678
Management Development and Compensation Committee Report			7678
Compensation Policies and Practices			7678
Summary Compensation Table			7779
Grants of Plan-Based Awards for 2024			78
Grants of Plan-Based Awards for 2025			81
Outstanding Equity Awards at 2024 Fiscal Year End			79
Outstanding Equity Awards at 2025 Fiscal Year End			82
Option Exercises and Stock Vested for Fiscal 2024			82
Option Exercises and Stock Vested for Fiscal 2025			84
Pension Benefits for Fiscal 2024			82
Pension Benefits for Fiscal 2025			84
Non-Qualified Deferred Compensation for Fiscal 2024			82
Non-Qualified Deferred Compensation for Fiscal 2025			84
Potential Payments Upon Termination or Change of Control			8384
CEO Pay Ratio Disclosure			8388
Compensation of Directors			9193
Director Compensation Table — Fiscal 2024			92
Director Compensation Table — Fiscal 2025			94
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			9294
Item 13. Certain Relationships and Related Transactions, and Director Independence			9496
Item 14. Principal Accountant Fees and Services			9597
PART IV
Item 15. Exhibits and Financial Statement Schedules			9698
Item 16. Form 10-K Summary			~~100~~102
Signatures			~~101~~103

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PART I

Forward-Looking Statements

In this Annual Report on Form 10-K for Brady Corporation ("“Brady,"” "“Company,"” "“we,"” "“us,"” or "“our"”), statements that are not reported financial results or other historic information are “forward-looking statements.” These forward-looking statements relate to, among other things, the Company's future financial position, business strategy, targets, projected sales, costs, income, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations.

The use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions, and other factors, some of which are beyond Brady's control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For Brady, uncertainties arise from:

•Increased cost of ~~raw~~ materials, ~~and~~ labor, ~~as well as~~ material shortages and supply chain disruptions, including as a result of tariffs or other impacts of the global trade environment

•Decreased demand for the Company's products

•Ability to compete effectively or to successfully execute the Company's strategy

•Ability to develop technologically advanced products that meet customer demands

•Ability to identify, integrate, and grow acquired companies, and to manage contingent liabilities from divested businesses

•Difficulties in protecting websites, networks, and systems against security breaches and difficulties in preventing phishing attacks, social engineering or malicious break-ins

•Risks associated with the loss of key employees

•Extensive regulations by U.S. and non-U.S. governmental and self-regulatory entities

•~~Global~~Risks ~~climate~~associated ~~change~~with ~~and~~the ~~environmental~~loss ~~regulations~~of key employees

•Litigation, including product liability claims

•Global climate change and environmental regulations

•Foreign currency fluctuations

•Changes in tax legislation and tax rates

•Potential write-offs of goodwill and other intangible assets

•Differing interests of voting and non-voting shareholders and changes in the regulatory and business environment around dual-class voting structures

•Numerous other matters of national, regional and global scale, including major public health crises and government responses thereto and those of a political, economic, business, competitive, and regulatory nature contained from time to time in Brady's U.S. Securities and Exchange Commission (“SEC”) filings, including, but not limited to, those factors listed in the “Risk Factors” section within Item 1A of Part I of this Annual Report on Form 10-K

These uncertainties may cause Brady's actual future results to be materially different than those expressed in its forward-looking statements. Brady does not undertake to update its forward-looking statements except as required by law.

Item 1. Business

General Development of Business

Brady was incorporated under the laws of the state of Wisconsin in 1914. Brady is a global manufacturer and supplier of identification solutions and workplace safety products that identify and protect premises, products and people. The ability to provide customers with a broad range of proprietary, customized and diverse products for use in various applications across multiple industries and geographies, along with a commitment to quality and service, have made Brady a leader in many of its markets.

The Company is organized and managed on a geographic basis with two reportable segments: Americas & Asia and Europe & Australia. ~~This~~The ~~regional~~Americas ~~operating~~& ~~structure~~Asia ~~allows~~segment ~~the~~is ~~Company~~comprised toof ~~further~~our ~~integrate~~operations ~~its~~in ~~businesses~~North America, ~~support~~South ~~continued~~America ~~growth~~and ~~through~~Asia, while the ~~application~~Europe of& ~~the~~Australia ~~best~~segment ~~go-to-market~~is ~~strategies~~comprised of our operations in ~~key~~Europe, ~~geographies~~the Middle East, ~~facilitate~~Africa ~~new~~and ~~product~~Australia. ~~development~~This ~~within~~regional ~~recent~~operating ~~acquisitions~~structure ~~and~~provides ~~further~~a ~~simplify~~framework ~~and~~to ~~scale~~align ~~the~~local execution with global ~~business~~scale and supports consistent integration of acquired businesses.

The Company’s primary objective is to build upon its market position and increase shareholder value by enabling a highly competent and experienced organization to focus on the following key competencies:

•Innovative products — Technologically-advanced, internally-developed proprietary products that drive revenue growth and sustain gross profit margins

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•~~Customer~~Innovative ~~service~~products — ~~Understanding~~Technologically-advanced, ~~customer~~proprietary ~~needs~~products that drive revenue growth and ~~providing~~sustain agross ~~high~~profit ~~level~~margins ofthrough ~~customer~~continuous ~~service~~research and development (“R&D”) investment and close collaboration with customers on application-specific needs

•~~Global~~Customer ~~leadership~~experience ~~position~~— inUnderstanding ~~niche~~customer ~~markets~~needs and providing a high level of service through dedicated account support, localized technical expertise, and integrated tools that enhance responsiveness and ease of doing business

•~~Digital~~Global ~~capabilities~~leadership position in niche markets — Leveraging strong distribution networks, application knowledge, and long-standing relationships to maintain leadership in specialized identification and safety markets, while expanding scale and reach through targeted investments and acquisitions

•~~Compliance~~Digital ~~expertise~~capabilities — Enhancing transactional websites, product content, and customer portals to provide easy-to-find solutions and seamless transactions, supported by digital tools that improve execution and reach

•~~Operational~~Compliance ~~excellence~~expertise — ~~Continuous~~Leveraging ~~productivity~~regulatory ~~improvement,~~knowledge ~~automation~~to provide innovative solutions that support customer compliance, enabling confidence and ~~product~~growth ~~customization~~in ~~capabilities~~regulated industries

~~Brady's~~•Operational ~~long-term~~excellence ~~sales~~— ~~growth~~Driving ~~and~~productivity ~~profitability~~through ~~will~~lean ~~depend not only on the overall economic environment and our ability to successfully navigate changes in the macro environment~~manufacturing, ~~but also on our ability to develop and market innovative products~~automation, ~~deliver a high level of customer service, advance our digital capabilities,~~ and ~~continuously~~supply ~~improve~~chain ~~the efficiency of our global operations. Our strategy for growth includes an increased focus on certain industries and products~~optimization, ~~streamlining~~while ~~our product offerings,~~ expanding ~~into~~customization ~~higher~~capabilities ~~growth~~to ~~end-markets,~~deliver ~~improving~~tailored ~~the~~solutions ~~overall~~efficiently ~~customer experience, developing technologically advanced, innovative~~ and ~~proprietary~~at ~~products, and improving our digital capabilities.~~scale

The ~~following~~Company's ~~were~~strategy ~~key~~is ~~initiatives~~to ~~supporting~~apply ~~the~~these ~~strategy~~core competencies to drive long-term growth, improve profitability, and strengthen its competitive position. Key initiatives in fiscal ~~2024~~2025 included:

•Investing in organic growth by enhancing our ~~research~~R&D ~~and development~~ process and utilizing customer feedback and observations to develop innovative new products that solve customer needs and improve environmental sustainability.

•~~Providing~~Delivering ~~with~~a ~~the~~high-quality ~~highest level of~~ customer ~~service~~experience by aligning with customers' preferred ~~communication~~communications channels and leveraging technology to ~~enhance~~strengthen ~~the customer experience~~engagement.

•Expanding and enhancing ~~our~~ sales capabilities through an improved digital presence and the use of data-driven marketing automation tools.

•Maintaining profitability through pricing mechanisms to mitigate the impacts of ongoing supply chain disruptions and inflationary pressures while ensuring prices ~~are~~remain ~~market~~ competitive.

•~~Executing~~Integrating ~~our~~recent ~~reorganization~~acquisitions to aenhance ~~regional operating structure to support continued growth in key geographies, facilitating new product development in~~ our ~~recent~~strategic ~~acquisitions,~~position and ~~simplifying~~accelerate ~~and~~long-term ~~further~~sales ~~integrating our businesses~~growth.

•~~Integrating~~Advancing ~~recent~~operational ~~acquisitions~~excellence toby ~~further~~executing ~~enhance~~sustainable efficiency gains within our ~~strategic~~selling, ~~position~~general and ~~accelerate~~administrative ~~long-term~~structures ~~sales~~and ~~growth~~within our global operations, including cost reduction initiatives, insourcing of critical products and manufacturing activities, and reducing the Company's environmental footprint.

•~~Driving~~Continuing ~~operational~~to ~~excellence~~build ~~and~~a ~~executing~~high-performance ~~sustainable~~culture, ~~efficiency~~which ~~gains~~rewards ~~within~~execution, ~~our~~fosters ~~selling~~inclusion, ~~general~~ and ~~administrative~~strengthens ~~structures~~employee ~~and~~engagement, ~~within~~recruitment, ~~our global operations including insourcing of critical products~~ and ~~manufacturing activities while reducing our environmental footprint~~retention.

~~•Building~~During onthe ~~our~~year ~~culture~~ended ofJuly ~~diversity~~31, ~~equity~~2025, ~~and~~Brady ~~inclusion~~completed tothe ~~increase~~acquisitions ~~employee~~of ~~engagement~~three companies: Gravotech Holding (“Gravotech”), American Barcode and ~~enhance~~RFID ~~recruitment~~Incorporated (“AB&R”), and ~~retention~~the ~~practices~~Microfluidic Solutions business unit of Funai Electric Co., Ltd. (“Microfluidic Solutions”). The acquired companies strengthen Brady's position in ~~order~~faster-growing markets, enabling us to ~~drive~~accelerate ~~differentiated~~growth ~~performance~~while expanding our product offerings and ~~execute~~research ~~our~~and ~~strategy~~development capabilities.

Narrative Description of Business

Overview

The Company is organized and managed on a geographic basis with two reportable segments: Americas & Asia and Europe & Australia. Below is a summary of sales by reportable segment during the years ended July 31:

	2024		2023		2022
	2025		2024		2023
Americas & Asia	6665.17	%	66.71	%	66.17	%
Europe & Australia	3334.93	%	33.39	%	33.93	%
Total	100.0	%	100.0	%	100.0	%

Within each of the reportable segments, the Company markets, sells and distributes a broad range of identification and safety products and solutions across the following primary product categories:

•Safety and facility identification and protection, which includes safety signs, traffic signs and control products, floor-marking tape, pipe markers, labeling systems, spill control products, lockout/tagout devices, personal protection equipment, first aid products, and software and services for safety compliance auditing, procedures writing and training.

•Product identification, which includes materials, printing systems, radio frequency identification (“RFID”) and barcode scanners for product identification, ~~brand~~direct ~~protection~~part ~~labeling~~marking, ~~work~~engraving ~~in process labeling~~equipment, ~~finished~~brand ~~product~~protection ~~identification~~labeling, ~~asset~~work ~~tracking labels, asset tags and industrial track and trace applications.~~

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in process labeling, finished product identification, asset tracking labels, asset tags and industrial track and trace applications.

•Wire identification, which includes handheld printers, wire markers, sleeves, and tags.

•Healthcare identification, which includes wristbands, labels, printing systems, and other products used in hospital, laboratory, and other healthcare settings for tracking and improving the safety of patients.

•People identification, which includes name tags, badges, lanyards, rigid card printing systems, and access control software.

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The Company markets and sells its products through multiple channels, including distributors, a direct sales force, and digital channels. Brady has long-standing relationships with a broad range of electrical, safety, industrial and other domestic and international distributors. The direct sales force within each region partners with end-users and distributors by providing technical application and product expertise. The Company provides access to its products through brand-specific websites and catalogs.

The Company markets its products under a variety of brand names:

•Brady: product identification labels, wire identification products, printers, software, safety and facility identification products, lock-out/tag-out products, brand protection labels, people identification products, microfluidic solutions products, and specialty materials

•Seton, Emedco, Signals, Safety Signs Service, and Pervaco: Safety and facility identification products

•PDC, PDC Healthcare, MAGiCARD, and Promovision: People and healthcare identification products

•~~Code~~Gravotech: ~~Barcode~~Laser ~~scanners~~and mechanical engraving machines

•Nordic ID: RFID products

•SPC: Spill control products

•~~Electromark~~Code: ~~Identification~~Barcode ~~products for the utility industry~~scanners

•Securimed, Accidental Health and Safety and Trafalgar: First aid products

•Electromark: Identification products for the utility industry

•Nordic ID: RFID products

•Carroll: Wire identification products

The Company manufactures differentiated, proprietary products, most of which have been internally developed. These internally developed products include materials;, printing, and identification ~~and~~systems, tracking systems;, and software. Materials manufactured by the Company generally require a high degree of precision and the application of adhesives with chemical and physical properties suited for specific uses. The Company’s manufacturing processes include compounding, coating, converting, printing, melt-blown operations, software development and printer design and assembly.

Competition is based upon several factors, including product innovation, customer service, breadth of product offering, product quality, price, expertise, production capabilities, and for multinational customers, our global footprint. Competition is highly fragmented, ranging from smaller companies offering minimal product variety, to some of the world's largest adhesive and electrical product companies offering competing products as part of their overall product lines.

These products serve customers in many industries within each reportable segment, of which those industries include industrial manufacturing, electronic manufacturing, healthcare, chemical, oil, gas, alternative energy, automotive, aerospace, governments, mass transit, mechanical contractors, construction, utilities, education, leisure and entertainment, retail and telecommunications, among others.

Research and Development

The Company focuses its ~~research and development ("~~R&D") efforts on identification and printing systems, track and trace applications, pressure sensitive materials, ~~identification and printing systems,~~ software, and the development of other innovative workplace safety-related products. The Company ~~spent~~incurred $6779.79 million, $6167.47 million, and $5861.54 million of expense on its R&D activities during the years ended July 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, respectively. The majority of R&D spend supports the Company's identification products. Material development involves the application of surface chemistry concepts for top coatings and adhesives applied to a variety of base materials. The design of our identification and printing systems integrates materials, embedded software, a variety of printing technologies and product scanning and identification technologies to form a complete solution for customer applications. In addition, ~~the~~ R&D ~~team~~ supports production and marketing efforts by providing application and technical expertise.

The Company owns patents and tradenames relating to certain products in the United States and internationally. Although the Company believes patents are a significant driver in maintaining its position for certain products, technology in the areas covered by many of the patents continues to evolve and may limit the value of such patents. The Company's business is not dependent on any single patent or group of patents. Patents applicable to specific products extend for up to 20 years according to the date of patent application filing or patent grant, depending upon the legal term of patents in the various countries where ~~patent protection is obtained. The Company's tradenames are generally valid ten years from the date of registration, and are typically renewed on an ongoing basis.~~

Operations

The materials used in the products manufactured by the Company consist of a variety of plastic and synthetic films, paper, metal and metal foil, cloth, fiberglass, inks, dyes, adhesives, pigments, natural and synthetic rubber, organic chemicals, polymers, and solvents for consumable identification products in addition to molded parts, electronic components, chips, and sub-assemblies for identification and printing systems. The Company operates coating facilities that manufacture bulk rolls of label stock for internal and external customers. In addition, the Company purchases finished products for resale.

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~~The~~patent ~~Company~~protection ~~purchases~~is ~~raw materials, components and finished products from many suppliers~~obtained. ~~Overall,~~The weCompany's tradenames are ~~not~~generally ~~dependent~~valid ~~upon~~ten ~~any~~years ~~single~~from ~~supplier for our most critical base materials or components. However, we have chosen in certain situations to sole source, or limit~~ the ~~sources~~date of ~~materials~~registration, ~~components,~~and orare ~~finished~~typically ~~items~~renewed ~~for~~on ~~design or cost reasons. As a result, disruptions in supply could have~~ an ~~impact~~ongoing ~~on results for a period of time, but we believe any disruptions would simply require qualification of new suppliers and the disruption would be modest~~basis. In certain instances, the qualification process could be more costly or take a longer period of time and in certain situations, such as a global shortage of critical materials or components, the financial impact could be material.

Operations

The Company purchases raw materials, components and finished products from many suppliers. Overall, we are not dependent upon any single supplier for our most critical base materials or components. However, we have chosen in certain situations to sole source, or limit the sources of materials, components, or finished items for design or cost reasons. As a result, disruptions in supply could have an impact on results for a period of time, but we believe most disruptions would simply require qualification of new suppliers and the disruption would be modest. In certain instances, the qualification process could be more costly or take a longer period of time and in certain situations, such as a global shortage of critical materials or components, the financial impact could be material.

The Company carries working capital mainly related to accounts receivable and inventory. Inventory consists of raw materials, work in process and finished goods. Generally, custom products are made to order while an on-hand quantity of stock product is maintained to provide customers with timely delivery. Average time to fulfill customer orders varies from same-day to one month, depending on the type of product, customer request, and whether the product is stock or custom-designed and manufactured. Normal and customary payment terms primarily range from net 10 to 90 days from date of invoice and vary by geography.

The Company has a broad customer base, and no individual customer represents 10% or more of total net sales.

Human Capital Management

As of July 31, ~~2024~~2025, the Company employed approximately 56,~~700~~400 individuals worldwide, of which approximately 1,~~600~~700 were employed in the United States and approximately 4,~~100~~700 were employed outside the United States.

The Company’s Vice President of Human Resources is responsible for developing the Company’s human capital strategy, which includes the attraction, acquisition, development, engagement and retention of talent to deliver on the Company’s strategy as well as the design of employee compensation and benefits programs. Management is responsible for executing the Company's human capital strategy. The Vice President of Human Resources is also responsible for ~~developing~~enhancing the Company’s ~~diversity,~~high-performance ~~equity~~culture, which rewards execution and fosters inclusion, ~~framework~~to drive differential performance and execute our strategy for the organization. The Company’s Board of Directors and its committees receive regular updates on the operation and status of these initiatives and human capital trends and activities from the Vice President of Human Resources, the CEO and others within senior management.

Key areas of focus with respect to human capital include:

Health and Safety: The Company’s health and safety programs are designed around global standards with appropriate variations addressing the multiple jurisdictions and regulations, specific hazards and unique working environments of the Company’s manufacturing, distribution and headquarter operations. The Company requires each of its locations to perform regular safety audits to ensure proper safety policies, program procedures, analyses and trainings are in place. The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations. Lagging indicators include the OSHA Total Recordable Incident Rate (“TRIR”) and the Lost Time Case Rate (“LTCR”) based upon the number of incidents per 100 employees. Leading indicators include reporting and closure of all near miss events. The Company also utilizes trainings such as Environmental, Health and Safety (“EHS”) coaching and engagement conversations as preventative measures. During the year ended July 31, ~~2024~~2025, the Company had a TRIR of 0.5243, a LTCR of 0.23 and no work-related fatalities.

~~Diversity,~~Inclusive ~~Equity, and Inclusion~~Workplace: ~~Fostering~~The aCompany ~~culture~~prioritizes offostering ~~diversity,~~an ~~equity~~inclusive ~~and inclusion in the~~ workplace ~~means~~where employees ~~are~~feel ~~and believe that they are~~ valued and ~~listened to, and the Company has made this a top priority~~heard. ~~The~~This ~~Company~~commitment ~~believes~~is ~~that~~central ~~its~~to ~~culture~~our ofability ~~diversity, equity and inclusion enables it~~ to ~~create, develop and fully~~ leverage the full strengths of ~~its~~our workforce, aiming to exceed customer expectations and ~~successfully~~achieve ~~pursue its~~ growth objectives. To ~~this~~support ~~end~~this, the Company engages employees through various employee resource groups. ~~staffed~~These bygroups ~~employees~~bring ~~with~~together ~~diverse~~employees ~~backgrounds,~~to ~~experiences and characteristics who~~ share a common ~~interest~~interests in personal and professional development, while improving corporate culture and delivering ~~improved~~ business results. ~~Each~~Senior ~~employee~~leaders ~~resource~~throughout ~~group~~the isorganization ~~sponsored~~sponsor and ~~supported~~support byeach ~~senior~~employee ~~leaders~~resource ~~throughout the organization~~group.

The Company has implemented several steps to drive accountability for increasing diversity, equity and inclusion throughout the global organization. The CEO and other senior leaders have diversity, equity and inclusion objectives embedded in their annual performance goals. The Company also strives to build a diverse talent pipeline by partnering with its business units in their workforce planning to develop initiatives and goals to recruit diverse talent across defined organizational levels and skill areas. The Company trains its recruiting workforce in diversity sourcing strategies and partners with external organizations that develop and supply diverse talent. The Company has also expanded its university outreach programs to access diverse organizations, has implemented interview guides to mitigate bias in interviewing, has implemented mentoring programs and employee resource groups to increase employee engagement and retention and has implemented required training for all managers on diversity, equity and inclusion compliance and unconscious bias. As of July 31, 2024, 40% of the members of the Company’s Board of Directors were women and 60% of Board committee chairs were women.

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~~Training~~The Company also strives to build a robust talent pipeline by partnering with its business units in their workforce planning to develop initiatives and ~~Talent~~goals ~~Development:~~to recruit talent from all backgrounds across defined organizational levels and skill areas. The Company istrains ~~committed~~its torecruiting ~~the~~workforce ~~continued~~in ~~development~~sourcing ofstrategies ~~its~~aimed ~~people.~~at ~~Strategic~~broadening its talent ~~reviews~~pool and ~~succession~~partners ~~planning~~with ~~occur~~external onorganizations that develop and supply a ~~planned~~wide ~~cadence~~range ~~annually~~of talent. ~~The~~As ~~CEO~~a ~~and~~commitment to an inclusive workplace, the ~~Vice~~Company ~~President~~supports the unique input of ~~Human~~individuals ~~Resources~~at ~~convene~~all ~~meetings~~levels ~~with~~within ~~senior~~the ~~Company~~organization. ~~leadership~~As ~~and~~of July 31, 2025, 45% of the ~~Board~~members of ~~Directors~~the toCompany’s ~~review~~Board ~~top~~of ~~enterprise~~Directors ~~talent~~were women and ~~discuss~~60% ~~succession~~of ~~planning~~Board ~~for~~committee ~~key~~chairs ~~leadership~~were ~~roles~~women.

Training and Talent Development: The Company is committed to the continued development of its people. Strategic talent reviews and succession planning occur on a planned cadence annually. The CEO and the Vice President of Human Resources convene meetings with senior Company leadership and the Board of Directors to review top enterprise talent and discuss succession planning for key leadership roles. The Company also emphasizes career development planning to support employee growth and progression across a wide range of roles and functions.

The Company provides technical training to employees, customers and suppliers who work for or with the Company’s products. Training is provided in a variety of formats to accommodate the respective learner’s style, pace, location, technical knowledge and access.

Compensation and Benefits: The Company values its people and strives to deliver compensation and benefit programs and plans that are competitive with the external market. The Company provides subsidized health and welfare benefits, as well as postretirement, incentive and equity-based compensation plans and programs to eligible employees. Refer to the Compensation Discussion & Analysis for additional information regarding the Company’s compensation and benefits programs.

Information Available on the Internet

The Company’s Corporate Internet address is www.bradyid.com. The Company makes available, free of charge, on or through its website, copies of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to all such reports as soon as reasonably practicable after such reports are electronically filed with or furnished to the ~~Securities and Exchange Commission (“~~SEC”). The Company is not including the information contained on or available through its website as part of, or incorporating such information by reference into, this Annual Report on Form 10-K.

Item 1A. Risk Factors

Investors should carefully consider the risks set forth below and all other information contained in this report and other documents we file with the SEC. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected economic or business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business and financial results.

Business Risks

Raw material and other cost inflation as well as product shortages could adversely affect our business and financial results.

We manufacture certain parts and components of our products and therefore require raw materials from suppliers, which could be interrupted for a variety of reasons, including availability and pricing. Our prices and lead times for raw materials and other components necessary for production have continued to fluctuate over the past year, including increased raw production costs, increased wage rates, and extended lead times. Significant increases could adversely affect our profit margins and results of operations. Changes in trade policies; supply chain disruptions; and the imposition of duties and tariffs and potential retaliatory countermeasures could adversely impact the price or availability of raw materials, which could adversely affect our profit margins and results of operations. In addition, labor shortages or an increase in the cost of labor could adversely affect our profit margins and results of operations. Due to competitive pressures or other factors, we may not be able to pass along increased raw material and component part costs to our customers in the form of price increases or our ability to do so could be delayed, which could adversely impact our business and financial results.

While we have implemented certain cost containment measures and selective price increases, as well as taken other actions to offset recent inflationary pressures in our supply chain, we may not be able to offset all of the increases in our operational costs, which could adversely impact our business and financial results.

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Demand for our products may be adversely affected by numerous factors, some of which we cannot predict or control. This could adversely affect our business and financial results.

Numerous factors may affect the demand for our products, including:

•Deterioration of economic conditions in major markets served

•Catastrophic events, including epidemics, major health concerns, or natural disasters

•Economic and operational impact of the war between Russia and Ukraine or other wars

•Consolidation in the marketplace allowing competitors to be more efficient and more price competitive

•Competitors entering the marketplace

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•Decreasing product life cycles

•Changes in customer preferences

•Ability to achieve strong operational performance, including the manufacture and sale of high-quality products and the ability to meet customer delivery expectations

If any of these factors occur, the demand for our products could suffer, and this could adversely impact our business and financial results.

Failure to compete effectively or to successfully execute our strategy may have a negative impact on our business and financial results.

We actively compete with companies that produce and market the same or similar products, and in some instances, with companies that sell different products that are designed for the same target markets. Competition may force us to reduce prices or incur additional costs to remain competitive in an environment in which business models, including the development and use of artificial intelligence technologies, are changing rapidly. We compete on the basis of several factors, including customer support, product innovation, product offering, product quality, price, expertise, digital capabilities, production capabilities, and for multinational customers, our global footprint. Present or future competitors may develop and introduce new and enhanced products, offer products based on alternative technologies and processes, accept lower profit, have greater financial, technical or other resources, or have lower production costs or other pricing advantages. Any of these could put us at a disadvantage by threatening our share of sales or reducing our profit margins, which could adversely impact our business and financial results.

Additionally, throughout our global business, distributors and customers may not accept our price increases or may seek lower cost sourcing opportunities, which could result in a loss of business that may adversely impact our business and financial results.

Our strategy is to expand into higher-growth adjacent product categories and markets with technologically advanced new products, as well as to grow our sales generated through the digital channel. While traditional direct marketing channels such as catalogs are an important means of advertising and selling our products, an increasing number of customers are purchasing products ~~on the internet~~online. Our strategy to increase sales through the digital channel is an investment in our ~~internet~~e-commerce sales capabilities. There is a risk that we may not continue to successfully implement this strategy, or if successfully implemented, we may not realize its expected benefits due to increased competition and pricing pressure brought about by ~~the~~other ~~internet~~e-commerce businesses. Our failure to successfully implement our strategy could adversely impact our business and financial results.

Failure to develop or acquire technologically advanced products that meet customer demands, including price expectations, could adversely impact our business and financial results.

We develop technologically advanced new products to promote our organic growth and profitability. Technology is changing rapidly and our competitors are innovating quickly. If we do not keep pace with developing technologically advanced products, we risk product commoditization, deterioration of the value of our brand, and reduced ability to effectively compete. We must continue to develop innovative products, as well as acquire and retain the necessary intellectual property rights in these products. If we fail to innovate, or we launch products with quality problems, or if customers do not accept our products, then our business and financial results could be adversely affected.

The failure to properly identify, integrate and grow acquired companies, and to manage contingent liabilities from divested businesses could adversely affect our business and financial results.

Our historical growth has included acquisitions and our future growth strategy includes acquisitions. Acquisitions place significant demands on management, operational, and financial resources. Recent and future acquisitions will require integration of operations, sales and marketing, information technology, finance, and administrative operations, which could decrease the time available to focus on our other growth strategies. We cannot assure that we will be able to successfully integrate acquisitions, that these acquisitions will operate profitably, or that we will be able to achieve the desired sales growth or operational success. Our sales, results of operations, cash flow, and liquidity could be adversely affected if we do not successfully integrate acquired businesses, including realizing synergies, or if our other businesses suffer due to the increased focus on the acquired businesses.

We continually assess the strategic fit of our existing businesses and may divest businesses that we determine do not align with our strategic plan, or that are not achieving the desired return on investment. Divestitures pose risks and challenges that could negatively impact our business. When we decide to sell a business or specific assets, we may be unable to do so on satisfactory terms or within our anticipated timeframe, and even after reaching a definitive agreement to sell a business, the sale is typically subject to pre-closing conditions which may not be satisfied. In addition, the impact of the divestiture on our revenue and net income may be larger than projected, which could distract management, and disputes may arise with buyers.

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Weor ~~have~~operational ~~retained~~success. ~~responsibility~~Our ~~for~~sales, ~~and~~results ~~have~~of ~~agreed~~operations, tocash ~~indemnify~~flow, ~~buyers~~and ~~against~~liquidity ~~certain~~could ~~contingent~~be ~~liabilities~~adversely ~~related~~affected toif ~~several businesses that~~ we ~~have~~do ~~sold.~~not ~~The~~successfully ~~resolution~~integrate ofacquired ~~these~~businesses, ~~contingencies~~including ~~has~~realizing ~~not~~synergies, ~~had~~or aif ~~material adverse impact on~~ our ~~financial~~other ~~results,~~businesses ~~but~~suffer wedue ~~cannot~~to bethe ~~certain~~increased ~~that~~focus ~~this~~on ~~pattern~~the ~~will~~acquired ~~continue~~businesses.

Global Operating Risks

Our failure or the failure of third-party service providers to protect our sites, networks and systems against security breaches, to protect our confidential information, or to facilitate our digital strategy, could adversely affect our business and financial results.

Our business systems collect, transmit and store data about our customers, vendors and others, including credit card information and personally identifiable information. We also employ third-party service providers that store, process and transmit proprietary, personal and confidential information on our behalf. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other similar disruptions that may jeopardize the security of information stored in or transmitted by our sites, networks and systems or that we or our third-party service providers otherwise maintain. We engage third-party service providers to assist with certain of our website and digital platform upgrades, which may result in a decline in sales when initially deployed, which could have an adverse effect on our business and financial results.

We and our service providers may not have the resources or technical sophistication to anticipate or prevent all types of attacks, and techniques used to obtain unauthorized access to or to sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. Although we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate or will cover liabilities actually incurred, or that insurance will continue to be available to us on economically reasonable terms, or at all. Any compromise or breach of our security measures, or those of our third-party service providers, could adversely impact our ability to conduct business, violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity, and a loss of confidence in our security measures, which could have an adverse effect on our business and financial results.

We depend on key employees and the loss of these individuals could have an adverse effect on our business and financial results.

Our financial results could be adversely affected by increased competition for employees, difficulty in recruiting employees, higher employee turnover or increased compensation and benefit costs. Our employees are important to our success and we are dependent on our ability to retain the services of our employees in key roles. We have built our business on a set of core values, and we attempt to hire and retain employees who are committed to these values and our culture of providing exceptional service to our customers. In order to compete and to continue to grow, we must attract, retain and motivate our employees. We need qualified managers and skilled employees with technical and industry experience to operate our business successfully. If we are unable to attract and retain qualified individuals, or if our costs to do so increase significantly, or if internal realignment of responsibilities are not executed properly, our business and financial results could be adversely affected.

We are a global company headquartered in the United States. We are subject to extensive regulations by U.S. and non-U.S. governmental and self-regulatory entities at various levels of the governing bodies. Failure to comply with laws and regulations could adversely affect our business and financial results.

Approximately 50% of our sales are derived outside of the United States. Our operations are subject to the risks of doing business domestically and globally, including the following:

•Imposition of new or changes in existing duties, tariffs and trade agreements, which could have a direct or indirect impact on our ability to manufacture products, on our customers' demand for our products, or on our suppliers' ability to deliver raw materials.

•Delays or disruptions in product deliveries and payments in connection with international manufacturing and sales.

•Regulations resulting from political and economic instability and disruptions.

•Import, export and economic sanction laws.

•Current and changing governmental policies, regulatory, and business environments.

•Disadvantages from competing against companies from countries that are not subject to U.S. laws and regulations including the Foreign Corrupt Practices Act.

•Local labor regulations.

•Regulations relating to climate change, air emissions, wastewater discharges, handling and disposal of hazardous materials and wastes.

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•Regulations relating to climate change, air emissions, wastewater discharges, handling and disposal of hazardous materials and wastes.

•Regulations relating to product content, health, safety and the protection of the environment.

•Imposition of trade or travel restrictions as a result of any effects of pandemics or global health crises.

•Specific country regulations where our products are manufactured or sold.

•Regulations relating to compliance with data protection and privacy laws throughout our global business.

•Laws and regulations that apply to companies doing business with the government, including audit requirements of government contracts related to procurement integrity, export control, employment practices, and the accuracy of records and recording of costs.

Further, these laws and regulations are constantly evolving and it is difficult to accurately predict the effect they may have upon our business and financial results.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees, agents or business partners that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, anti-kickback and false claims rules, competition, export and import compliance, money laundering and data privacy. Any such improper actions could subject us to civil or criminal investigations in the U.S. and in other jurisdictions, lead to substantial civil or criminal, monetary and non-monetary penalties and related lawsuits by shareholders and others, damage our reputation, and adversely impact our business and financial results.

We depend on key employees and the loss of these individuals could have an adverse effect on our business and financial results.

We are subject to litigation that could adversely impact our business, financial results, and reputation.

We are, or may become, a party to litigation that arises in the normal course of our business operations, including product liability and recall (strict liability and negligence) claims, patent and trademark matters, contract disputes and environmental, employment and other litigation matters. We face an inherent risk that our competitors will allege that aspects of our products infringe their intellectual property or that our intellectual property is invalid, such that we could be prevented from manufacturing and selling our products or prevented from stopping others from manufacturing and selling competing products. We face an inherent business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other damage. To date, we have not incurred material costs related to these types of claims. However, while we currently maintain insurance coverage for certain types of claims that we believe is adequate, we cannot be certain that we will be able to maintain this insurance on acceptable terms or that this insurance will provide sufficient coverage against potential liabilities that may arise. Any claims brought against us, with or without merit, may have an adverse effect on our business, financial results and reputation as a result of potential adverse outcomes. The expenses associated with defending such claims and the diversion of our management’s resources and time may have an adverse effect on our business and financial results.

Global climate change and related emphasis on environmental matters by various stakeholders could negatively affect our business and financial results.

Increased public awareness and concern regarding global climate change may result in more regional and/or federal requirements to reduce or mitigate the effects of greenhouse gas emissions. There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty. Further, our customers and the markets we serve may impose emissions or other environmental standards through regulation, market-based emissions policies or consumer preference that we may not be able to timely meet due to the required level of capital investment or technological advancement.

Additionally, the enhanced stakeholder focus on Environmental, Social and Governance (“ESG”) issues relating to our business requires the continuous monitoring of various and evolving standards and the associated reporting requirements. A failure to adequately meet stakeholder expectations may result in the loss of business, diluted market valuation, an inability to attract customers or an inability to attract and retain top talent.

We are subject to litigation that could adversely impact our business, financial results, and reputation.

Financial and Security Ownership Risks

The global nature of our business exposes us to foreign currency fluctuations that could adversely affect our business and financial results.

Approximately 50% of our sales are derived outside the United States. Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar, and may adversely affect our financial results. Increased strength of the U.S. dollar could increase the effective price of our products sold in currencies other than U.S. dollars into other countries. Decreased strength of the U.S. dollar could adversely affect the cost of materials, products, and services purchased overseas. Our sales and expenses are translated into U.S. dollars for reporting purposes, and further strengthening of the U.S. dollar could result in unfavorable translation effects, which occurred during fiscal year 2023 and

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~~2022.~~Financial In addition, certain of our subsidiaries may invoice customers in a currency other than its functional currency or may be invoiced by suppliers in a currency other than its functional currency, which could result in unfavorable translation effects on our business and ~~financial~~Security ~~results.~~Ownership Risks

The global nature of our business exposes us to foreign currency fluctuations that could adversely affect our business and financial results.

Changes in tax legislation or tax rates could adversely affect results of operations and financial statements. Additionally, audits by taxing authorities could result in tax payments for prior periods.

We are subject to income taxes in the U.S. and in many non-U.S. jurisdictions. As such, our income is subject to risk due to changing tax laws and tax rates around the world. Our tax filings are subject to audit by U.S. federal, state and local tax authorities and by non-U.S. tax authorities. If these audits result in payments or assessments that differ from our reserves, our future net income may be adversely impacted.

WeOn ~~review~~July ~~the probability of the realization of our deferred tax assets quarterly based on forecasts of taxable income in both the U.S. and foreign jurisdictions. As part of this review~~4, ~~we utilize historical results~~2025, ~~projected future operating results, eligible carry-forward periods, tax planning opportunities, and other relevant considerations. Changes in profitability and financial outlook in both~~ the U.S. ~~and/or~~government ~~foreign~~enacted ~~jurisdictions, or changes in our geographic footprint may require modifications in the valuation allowance for deferred~~ tax ~~assets. At any point in time, there are a number of tax proposals at various stages of~~ legislation ~~throughout~~commonly ~~the~~referred ~~globe. For example, many countries have enacted, or plan~~ to ~~enact,~~as ~~legislation and other guidance to align with~~ the ~~Organisation~~One ~~for~~Big ~~Economic~~Beautiful ~~Co-operation~~Bill ~~and~~Act ~~Development’s~~ (“~~OECD~~OBBBA”) ~~Inclusive Framework on Base Erosion and Profit Shifting Pillar Two (“Pillar Two”) model rules~~. The ~~OECD’s~~OBBBA ~~Pillar~~made ~~Two~~permanent ~~model~~or ~~rules~~extended ~~aim~~several toprovisions ~~establish~~from ~~a global minimum tax rate of 15 percent for large multinational enterprise groups. The OECD has continued to issue new administrative guidance on~~ the ~~Pillar~~Tax ~~Two~~Cuts ~~model~~and ~~rules~~Jobs ~~throughout~~Act ~~2024. While we continue to monitor legislative adoption by country~~ of ~~the Pillar Two model rules~~2017, including ~~additional~~restoration ~~administrative guidance from the OECD, there is significant uncertainty that exists regarding the interpretation~~ of ~~the~~100% ~~detailed~~bonus ~~Pillar Two model rules~~depreciation, ~~whether~~an ~~such~~EBITDA-based ~~rules~~limitation ~~will~~on beinterest ~~implemented~~expense ~~consistently across taxing jurisdictions~~deductions, ~~how such rules interact with existing national tax laws~~ and ~~whether~~immediate ~~such~~expensing ~~rules are consistent with existing tax treaty obligations. Accordingly, the final adoption, interpretation and implementation~~ of ~~Pillar~~domestic ~~Two~~research ~~across all jurisdictions where we conduct business could adversely affect our business~~ and ~~financial~~development ~~results~~expenditures. ~~While~~Future itchanges ~~is impossible for us~~ to ~~predict~~these ~~whether~~or other tax ~~proposals~~laws, ~~will~~as bewell ~~enacted,~~as ~~many~~related ~~will~~regulations ~~likely~~and ~~have~~interpretations, ancould ~~impact~~materially onaffect our ~~business and~~ financial results.

We review the probability of the realization of our deferred tax assets quarterly based on forecasts of taxable income in both the U.S. and foreign jurisdictions. As part of this review, we utilize historical results, projected future operating results, eligible carry-forward periods, tax planning opportunities, and other relevant considerations. Changes in profitability and financial outlook in both the U.S. and/or foreign jurisdictions, or changes in our geographic footprint may require modifications in the valuation allowance for deferred tax assets.

Globally, many countries have enacted, or plan to enact, legislation and other guidance to align with the Organisation for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting Pillar Two (“Pillar Two”) model rules, which aim to establish a global minimum tax rate of 15 percent for large multinational enterprise groups. The OECD has continued to issue new administrative guidance on the Pillar Two model rules throughout 2025. Significant uncertainty remains regarding the interpretation and consistent implementation of the Pillar Two model rules across jurisdictions, their interaction with existing national tax laws, and their alignment with current tax treaty obligations. Final adoption and implementation of Pillar Two in the jurisdictions where we operate could adversely affect our business and financial results. While it is impossible to predict whether other tax proposals will be enacted, many could have an impact on our business and financial results.

Failure to execute our strategies could result in impairment of goodwill or other intangible assets, which may negatively impact income and profitability.

We have goodwill of $~~589~~676.69 million and other intangible assets of $51105.84 million as of July 31, ~~2024~~2025, which represent 4245.31% of our total assets, and we have recognized impairment charges in the past. We evaluate goodwill and other intangible assets for impairment on an annual basis, or more frequently if impairment indicators are present, based upon the fair value of each respective asset. The valuations prepared for the required impairment test include management's estimates of sales, profitability, cash flow generation, capital structure, cost of debt, interest rates, capital expenditures, and other assumptions. Significant negative industry or economic trends, disruptions to our business, inability to achieve sales projections or cost savings, inability to effectively integrate acquired businesses, unexpected changes in the use of the assets, and divestitures may adversely impact the assumptions used in the valuations. If the estimated fair value of our goodwill or other intangible assets change in future periods, we may be required to record an impairment charge, which would reduce net income in such period.

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Substantially all of our voting stock is controlled by two shareholders, while our public investors hold non-voting stock. The interests of the voting and non-voting shareholders could differ, potentially resulting in decisions that affect the value of the non-voting shares.

Substantially all of our voting stock is controlled by Elizabeth P. Bruno, one of our directors, and William H. Brady III, both of whom are descendants of the Company's founder. All of our publicly traded shares are non-voting. Therefore, the voting shareholders have control in most matters requiring approval or acquiescence by shareholders, including the composition of our Board of Directors and many corporate actions, and their interests may not align with those of the non-voting shareholders. Such concentration of ownership may discourage a potential acquirer from making a purchase offer that our public shareholders may find favorable and it may adversely affect the trading price for our non-voting common stock because investors may perceive disadvantages in owning stock in companies whose voting stock is controlled by a limited number of shareholders. Additionally, certain private investors, mutual funds and index sponsors have implemented rules restricting ownership, or excluding from indices, companies with non-voting publicly traded shares. For example, the Company was removed from the Russell 2000 Index in the fourth quarter of fiscal year 2023 for not meeting the minimum voting rights hurdle.

Item 1B. Unresolved Staff Comments

None.

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Item 1C. Cybersecurity

Brady has strategically included cybersecurity risk management into anour integrated Company-wide risk management framework, which consists of administrative, operational, physical, and technical processes that we believe are appropriate to the scope and nature of our business. We believe this integrated approach allows cybersecurity considerations to form an integral part of our corporate and strategic decision-making processes. Management works closely with our information technology security team to continuously evaluate and address cybersecurity risks in alignment with our business and operational needs. Our cybersecurity policies and practices follow the cybersecurity framework of the Center for Internet Security (“CIS”) Controls.

Our cybersecurity strategy focuses on continued strengthening of our cybersecurity defense model, improvement of cybersecurity operational efficiencies, and preparedness for evolving business and technology needs including the detection, analysis, and response to known, anticipated and unexpected cybersecurity threats, management of material risks related to cybersecurity threats and resilience against cybersecurity incidents. We regularly assess potential threats and make investments to mitigate the risk of these threats against our critical information and assets by implementing a broad set of information security and cybersecurity measures, including comprehensive monitoring and enhancement of our networks and systems, intrusion prevention defense, rapid detection and response, and threat management capabilities. To supplement our internal resources, we engage external consultants to conduct independent assessments, perform penetration testing, and provide other cybersecurity-related services as needed. In addition, we engage external vendors to review and test key controls within our cybersecurity program.

Cybersecurity awareness ~~and~~ training is provided to new employees and annually for current Brady employees, which is designed to educate employees on recognizing information security and cybersecurity concerns, how they can help protect the organization and how to inform the information technology security team of potential incidents. In addition, we implement processes to manage risks associated with our third-party providers, including security assessments prior to engagement and monitoring their compliance with our cybersecurity standards on an ongoing basis.

The Audit Committee of our Board of Directors is responsible for the oversight of risks from cybersecurity threats. Management updates the Audit Committee on a quarterly basis regarding our cybersecurity programs. As part of its oversight responsibilities, the Audit Committee regularly discusses and reviews with management, among other items, Brady’s compliance and cybersecurity programs, and any significant cybersecurity matters and related strategic risk management decisions are escalated to the Board of Directors.

Our information technology security team reports to our Chief Information Officer (the “CIO”) and is headed by our ~~Vice~~Information ~~President~~Technology ofDirector ~~Global IT~~ (the “~~VP of~~ IT Director”). Our CIO is an experienced information technology professional with extensive cybersecurity and information technology risk management experience. The information technology security team regularly informs our CIO, General Counsel and Chief Financial Officer with regard to cybersecurity risks and incidents, and our executive management team evaluates cybersecurity issues quarterly or as needed.

Brady has a detailed incident response plan that provides the process and workflow of communication for escalation of cybersecurity incidents to executive leadership to determine if there is a breach warranting further action. The information technology security team, in conjunction with various departments, including finance, corporate communications, legal, regional presidents and the VP of IT, are charged with reviewing any incident under our materiality framework to assess whether further escalation and reporting is required and if an incident could constitute a material cybersecurity incident.

Although we have not experienced any material cybersecurity incidents to date, cybersecurity threats could materially affect the implementation of our business strategy, results of operations, or financial condition, as further discussed in our risk factors in Part I, Item 1A of this report.

Item 2. Properties

The Company currently operates 38 manufacturing and distribution facilities across the globe and are split by reporting segment as follows:

Americas & Asia: Twenty-one manufacturing and distribution facilities are used for our Americas & Asia business. Six facilities are located in the United States; four in China; two each in Brazil, India, and Mexico; and one each in Canada, Japan, Malaysia, Singapore, and Thailand.

Europe & Australia: Seventeen manufacturing and distribution facilities are used for our Europe & Australia business. Four facilities each are located in Belgium and the United Kingdom, three are located in France; two are located in Australia; and one each in Germany, Norway, South Africa, and Turkey.

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technology security team, in conjunction with various departments, including finance, corporate communications, legal, regional presidents and the CIO, are charged with reviewing any incident under our materiality framework to assess whether further escalation and reporting is required and if an incident could constitute a material cybersecurity incident.

Item 2. Properties

The Company currently operates 41 manufacturing and distribution facilities across the globe and are split by reporting segment as follows:

Americas & Asia: Twenty-four manufacturing and distribution facilities are used for our Americas & Asia business. Eight facilities are located in the United States; four in China; two each in Brazil, India, and Mexico; and one each in Canada, Japan, Malaysia, Philippines, Singapore, and Thailand.

Europe & Australia: Seventeen manufacturing and distribution facilities are used for our Europe & Australia business. Four facilities each are located in France and the United Kingdom, two each in Belgium and Australia; and one each in Austria, Germany, Norway, South Africa, and Turkey.

The Company believes that its equipment and facilities are modern, well maintained, and adequate for present needs.

Item 3. Legal Proceedings

The Company is, and may in the future be, named as a defendant in various legal proceedings and claims that arise in the normal course of business in which claims are asserted against the Company. The Company records a liability for these legal actions when a loss is known or considered probable and the amount can be reasonably estimated. The Company is not currently a party to any material pending legal proceedings in which management believes the ultimate resolution would have a material effect on the Company’s consolidated financial statements.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Brady Corporation Class A Nonvoting Common Stock trades on the New York Stock Exchange ("“NYSE"”) under the symbol BRC. There is no trading market for the Company’s Class B Voting Common Stock.

Holders

As of August 31, ~~2024~~2025, there were approximately 1,000 Class A Common Stock shareholders of record and approximately 1217,000 beneficial shareholders. There are three Class B Common Stock shareholders.

Dividends

The Company has historically paid quarterly dividends on outstanding common stock. Before any dividend may be paid on the Class B Common Stock, holders of the Class A Common Stock are entitled to receive an annual, noncumulative cash dividend of $0.01665 per share (subject to adjustment in the event of future stock splits, stock dividends or similar events involving shares of Class A Common Stock). Thereafter, any further dividend in that fiscal year must be paid on all shares of Class A Common Stock and Class B Common Stock on an equal basis. The Company believes that based on its historic dividend practice, this requirement will not impede it in following a similar dividend practice in the future.

During the two most recent years ended July 31 and for the first quarter of fiscal ~~2025~~2026, the Company declared the following dividends per share on its Class A and Class B Common Stock:

2025

2024

2023

2026

2025

2024

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Class A

0.~~2400~~2450

0.~~2350~~2400

0.~~2300~~2350

Class B

0.~~2234~~2284

0.~~2184~~2234

0.~~2350~~2400

0.~~2134~~2184

0.~~2300~~2350

Issuer Purchases of Equity Securities

The Company ~~has~~maintains a share repurchase program for the Company’s Class A Nonvoting Common Stock. The program may be implemented by purchasing shares in the open market or in privately negotiated transactions, with repurchased shares delivered to treasury and available for use in connection with the Company’s stock-based plans and for other corporate purposes. On ~~August~~September 304, ~~2023~~2024, the Company's Board of Directors authorized an increase in the Company's share repurchase program, authorizing the repurchase of an additional $100.0 million of the Company's Class A Nonvoting Common Stock, with no expiration date associated with the authorization. As of July 31, ~~2024~~2025, there were $3787.80 million worth of shares authorized to purchase remaining pursuant to this share repurchase program.

OnThe ~~September~~following 4,table ~~2024,~~provides ~~the~~information ~~Company's~~with ~~Board~~respect ofto ~~Directors~~the ~~authorized~~purchases anby ~~increase in~~ the Company's ~~share repurchase program, authorizing the repurchase~~ of anClass ~~additional~~A ~~$100.0~~Nonvoting ~~million~~Common ofStock during the ~~Company's~~three ~~Class~~months Aended ~~Nonvoting~~July 31, ~~Common Stock.~~ 2025:

The following table provides information with respect to the purchases by the Company of Class A Nonvoting Common Stock during the three months ended July 31, 2024:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (Dollars in Thousands)
May 1, 2025 - May 31, 2025	29,740	$	69.63	29,740	$	102,562
June 1, 2025 - June 30, 2025	140,555	68.39		140,555	92,950
July 1, 2025 - July 31, 2025	86,987	68.97		86,987	86,951
Total	257,282	$	68.73	257,282	$	86,951

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan(Dollars in Thousands)
May 1, 2024 - May 31, 2024	—	$	—	—	$	37,788
June 1, 2024 - June 30, 2024	—	—		—	37,788
July 1, 2024 - July 31, 2024	—	—		—	37,788
Total	—	$	—	—	$	37,788

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Common Stock Price Performance Graph

The graph below shows a comparison of the cumulative return over the last five fiscal years had $100 been invested at the close of business on July 31, ~~2019~~2020, in each of Brady Corporation Class A Common Stock, the Standard & Poor’s ("“S&P"”) 500 Index, the S&P SmallCap 600 Industrials Index, and the Russell 2000 Index.

	2019		2020		2021		2022		2023		2024
	2020		2021		2022		2023		2024		2025
Brady Corporation	$	100.00	$	90121.4603	$	~~109~~107.4987	$	97118.5855	$	~~107~~167.2416	$	~~151~~166.2297
S&P 500 Index	100.00		~~111~~136.9645		~~152~~130.7611		~~145~~147.6705		~~164~~179.6362		~~201~~208.1095
S&P SmallCap 600 Industrials Index	100.00		92151.4204		~~139~~150.5974		~~139~~178.3272		~~165~~225.1709		~~208~~240.03
Russell 2000 Index	100.00		95151.4197		~~144~~130.9925		~~124~~140.2755		~~134~~160.1058		~~153~~159.2169

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Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Brady Corporation is a global manufacturer and supplier of identification solutions and workplace safety products that identify and protect premises, products and people. The Company is organized and managed on a geographic basis with two reportable segments: Americas & Asia and Europe & Australia.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidated financial statements and the notes to those statements (Item 8) in this Annual Report on Form 10-K. The following discussion is intended to help the reader understand the results of operations and financial condition of the Company for the year ended July 31, ~~2024~~2025 compared to the year ended July 31, ~~2023~~2024.

A discussion regarding our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 can be found under Item 7 in our Annual Report on Form 10-K for the year ended July 31, 2024, filed with the SEC on September 6, 2024, which is available on the SEC's website at www.sec.gov and our corporate website at www.bradyid.com/corporate/investors and such information is incorporated by reference herein.

References in this Annual Report on Form 10-K to “organic sales” refer to sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation, sales recorded from divested companies up to the first anniversary of their divestiture and sales recorded from acquired companies prior to the first anniversary date of their acquisition. The Company’s organic sales disclosures exclude the effects of foreign currency translation as foreign currency translation is subject to volatility that can obscure underlying business trends. Management believes that the non-GAAP financial measure of organic sales is meaningful to investors as it provides them with useful information to aid in identifying underlying sales trends in our businesses and facilitating comparisons of our sales performance with prior periods.

Macroeconomic Conditions and Trends

The Company's ~~continues~~operations toand befinancial ~~impacted~~performance byare ~~inflationary~~subject ~~pressures~~ to ~~raw~~the ~~material~~risks and ~~labor~~uncertainties ~~costs,~~inherent ~~supply~~in ~~chain~~the ~~disruptions, and other~~ global ~~macroeconomic~~economic ~~challenges.~~environment, ~~While~~including weinflationary ~~experienced~~pressures, ~~material increases to raw material and labor costs and~~ supply chain disruptions ~~in previous years~~, ~~fiscal 2024 showed signs of easing, with a moderation of raw material~~ and ~~labor~~other ~~cost~~macroeconomic ~~inflation~~challenges. ~~and~~These ~~improved~~pressures ~~supply~~may ~~chain~~impact ~~stability,~~the ~~which we anticipate will persist into fiscal 2025. The~~ Company's ~~has~~business, ~~taken~~financial condition and ~~will~~results ~~continue~~of tooperations ~~take~~as ~~actions~~the toglobal ~~mitigate~~economic ~~inflationary~~outlook ~~pressures~~remains ~~through targeted pricing actions and a commitment to driving long-term efficiency improvements~~uncertain.

WeIn ~~believe~~recent ~~our~~months, ~~financial~~the ~~strength~~U.S. ~~positions~~government usintroduced ~~well~~incremental toimport ~~continue~~tariffs ~~investing~~on ingoods ~~acquisitions~~imported ~~and~~into ~~organic~~the ~~growth~~U.S. ~~opportunities,~~from ~~such~~numerous ~~as expanded sales channels~~countries, ~~marketing~~triggering ~~programs,~~reciprocal tariffs and ~~R&D.~~other Weactions ~~remain~~from ~~focused~~many countries on ~~driving~~goods ~~sustainable~~exported ~~efficiency~~from ~~gains~~the ~~and~~U.S. ~~automation~~Trade ~~across~~policies ~~our~~of ~~operations~~the U.S. and ~~selling~~other countries, ~~general~~including China, are complex and ~~administrative~~rapidly ~~("SG&A")~~evolving. ~~functions,~~Our ~~while~~strategy ~~also~~of ~~returning~~manufacturing ~~capital~~products tonear the point of sale reduces our ~~shareholders~~overall ~~through~~exposure ~~dividends~~to tariffs, though certain sourced inputs and ~~share~~manufactured ~~repurchases~~items remain subject to incremental tariffs. AtOur ~~July 31,~~business ~~2024~~has incurred, weand ~~had~~expects ~~cash~~to ofcontinue ~~$250.1~~to ~~million~~incur, asadditional ~~well~~costs as ait ~~credit~~relates ~~agreement~~to ~~with~~these ~~$207.3~~incremental ~~million~~tariffs ~~available~~ for the foreseeable future. ~~borrowing,~~The ~~which~~Company ~~can~~has betaken ~~increased~~and upwill continue to ~~$1,042.3~~take ~~million~~action atto mitigate inflationary pressures caused by the ~~Company's~~incremental ~~option~~tariffs ~~and~~through ~~subject~~a tocombination ~~certain~~of ~~conditions~~targeted price increases and surcharges, ~~for~~strategic ~~total~~sourcing ~~available~~adjustments, ~~liquidity~~product ofportfolio $1optimization,~~292.4~~ ~~million~~as well as our ongoing efforts to drive sustainable efficiency gains in our operations and administrative structures.

WeNotwithstanding ~~believe~~the ~~that~~uncertain situation relating to tariffs, we believe our financial ~~resources~~strength positions us well to continue investing in acquisitions and ~~liquidity~~organic ~~levels~~growth opportunities, ~~including~~such ~~the~~as ~~undrawn~~expanded ~~portion~~sales ofchannels, ~~our~~marketing ~~credit~~programs, ~~agreement~~and research and ~~our~~development ~~ability~~(“R&D”). toWe ~~increase~~remain ~~that~~focused ~~credit~~on ~~line~~driving ifsustainable ~~necessary,~~efficiency ~~are~~gains ~~sufficient~~and toautomation ~~manage~~across ~~the~~our ~~continuing~~operations ~~impact~~and ofselling, ~~economic~~general orand ~~geopolitical~~administrative ~~events~~(“SG&A”) ~~that~~functions, ~~could~~while ~~potentially~~also ~~reduce~~returning ~~sales,~~capital ~~net~~to ~~income,~~our orshareholders ~~cash~~through ~~provided~~dividends byand ~~operating~~share ~~activities~~repurchases. ~~Refer~~At toJuly 31, ~~Risk Factors~~2025, ~~included~~we inhad ~~Part~~cash Iof $174.3 million, ~~Item~~as 1Awell ofas ~~this~~a ~~Annual~~credit ~~Report~~agreement onwith ~~Form~~$198.1 ~~10-K~~million available for ~~the~~future ~~year~~borrowing, ~~ended~~which ~~July 31,~~can ~~2024,~~be ~~for~~increased ~~further~~up ~~discussion~~to of$1,093.1 million at the ~~possible~~Company's ~~impact~~option ofand ~~global~~subject ~~economic~~to orcertain ~~geopolitical~~conditions, ~~events~~for ontotal ~~our~~available ~~business~~liquidity of $1,267.4 million.

We believe that our financial resources and liquidity levels, including the undrawn portion of our credit agreement and our ability to increase that credit line as necessary, are sufficient to support the execution of our growth strategy and to manage the impact of economic or geopolitical events that could potentially reduce sales, net income, or cash provided by operating activities. Refer to Risk Factors, included in Part I, Item 1A of this Annual Report on Form 10-K for the year ended July 31, 2025, for further discussion of the possible impact of global economic or geopolitical events on our business.

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Results of Operations

The comparability of the operating results for the year ended July 31, ~~2024~~2025 to the year ended July 31, ~~2023~~2024 has been impacted by the ~~divestiture~~acquisitions of ~~two~~Gravotech ~~non-core~~Holding ~~businesses,~~(“Gravotech”) ~~one~~on inAugust ~~March~~1, ~~2023~~2024, American Barcode and ~~another~~RFID inIncorporated (“AB&R”) on October ~~2023~~1, 2024 and the Microfluidic Solutions business unit of Funai Electric Co., ~~Both~~Ltd. ~~divestitures~~(“Microfluidic ~~impacted~~Solutions”) on April 1, 2025. The operating results of Gravotech, AB&R and Microfluidic Solutions have been included since their acquisition dates. Gravotech has been included in both reportable segments, and AB&R and Microfluidic Solutions have been included in the Americas & Asia reportable segment. The comparability of the operating results for the Americas & Asia segment has also been impacted by the divestiture of two non-core businesses, one in March 2023 and another in October 2023.

A comparison of results of operating income for the years ended July 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 is as follows:

(Dollars in thousands)	~~2024~~2025		% Sales		~~2023~~2024		% Sales		~~2022~~2023		% Sales
Net sales	$	1,~~341~~513,~~393~~605			$	1,~~331~~341,~~863~~393			$	1,~~302~~331,~~062~~863
Gross margin	~~687~~760,~~884~~822		5150.3	%	~~657~~687,~~275~~884		4951.43	%	~~631~~657,~~552~~275		4849.54	%
Operating expenses:
Research and development	6779,~~748~~889		5.13	%	6167,~~365~~748		45.61	%	5861,~~548~~365		4.56	%
Selling, general and administrative	~~376~~444,~~722~~295		2829.14	%	~~370~~376,~~697~~722		2728.81	%	~~379~~370,~~992~~697		2927.28	%
Total operating expenses	~~444~~524,~~470~~184		3334.16	%	~~432~~444,~~062~~470		3233.41	%	~~438~~432,~~540~~062		3332.74	%
Operating income	$	~~243~~236,~~414~~638	1815.16	%	$	~~225~~243,~~213~~414	1618.91	%	$	~~193~~225,~~012~~213	1416.89	%

Net sales increased 012.78% to $1,~~341~~513.46 million in fiscal ~~2024~~2025 compared to $1,~~331~~341.94 million in fiscal ~~2023~~2024, which consisted of organic sales growth of 2.6% and ansales ~~increase~~growth from ~~foreign~~acquisitions ~~currency translation~~ of 010.25%, which was partially offset by a decrease of 20.13% due to divestitures. Organic sales grew 34.18% in the Americas & Asia segment, ~~and~~while organic sales declined 1.68% in the Europe & Australia segment.

Gross margin increased 410.76% to $~~687~~760.98 million in fiscal ~~2024~~2025 compared to $~~657~~687.39 million in fiscal ~~2023~~2024. As a percentage of net sales, gross margin ~~increased~~decreased to 5150.3% in fiscal ~~2024~~2025 from 4951.43% in fiscal ~~2023~~2024. The ~~increase~~decrease in gross margin as a percentage of net sales was primarily due to ~~organic~~a ~~sales~~non-recurring ~~growth~~increase in ~~higher~~cost ~~gross~~of ~~margin~~goods ~~product~~sold ~~lines,~~of ~~improvements~~$4.1 inmillion related to the fair value adjustment to inventory ~~management~~from acquisitions, facility closure and ~~reductions~~other reorganization costs of $4.9 million, as well as the impact of incremental tariffs, which were partially offset by organic sales growth in ~~freight~~higher ~~expenses~~gross margin product lines.

R&D expenses increased 1017.49% to $6779.79 million in fiscal ~~2024~~2025 compared to $6167.47 million in fiscal ~~2023~~2024. As a percentage of net sales, R&D expenses increased to 5.13% in fiscal ~~2024~~2025 compared to 45.61% in fiscal ~~2023~~2024. The increase in R&D spending in fiscal ~~2024~~2025 was primarily due to ~~increased~~the acquisition of Gravotech, and, to a lesser extent, an increase in R&D headcount within the Company's organic business. The Company remains committed to investing in new innovative product development to ~~increase~~drive ~~sales~~long-term ~~within~~organic ~~our~~sales ~~businesses~~growth. Investments in new printing systems, ~~materials~~pressure ~~and~~sensitive ~~the~~materials, ~~build~~scanners ~~out of industrial track~~ and ~~trace~~software ~~solutions~~are ~~continued to be~~ the primary focus of R&D expenditures in fiscal ~~2024~~2026.

SG&A expenses include selling and administrative costs directly attributed to the Americas & Asia and Europe & Australia segments, as well as certain other corporate administrative expenses including finance, information technology, human resources and other administrative expenses. SG&A expenses increased 117.69% to $~~376~~444.73 million in fiscal ~~2024~~2025 compared to $~~370~~376.7 million in fiscal ~~2023~~2024. As a percentage of net sales, SG&A expense increased to 2829.14% in fiscal ~~2024~~2025 compared to 2728.81% in fiscal ~~2023. The increase in SG&A expenses in fiscal~~ 2024 ~~was~~primarily due to ~~increased~~incremental ~~headcount~~amortization inexpense ~~sales~~from ~~and~~acquired ~~technology-related~~intangible ~~roles~~assets ~~and~~of ~~investments~~$9.5 inmillion ~~digital advertising~~ and ~~broader~~facility ~~omnichannel~~closure ~~strategies, which was partially offset by a decrease in selling expenses from divested businesses~~ and aother ~~decrease~~reorganization incosts ~~amortization~~of ~~expense~~$13.6 million.

Operating income ~~increased~~decreased 82.18% to $~~243~~236.46 million in fiscal ~~2024~~2025 compared to $~~225~~243.24 million in fiscal ~~2023~~2024. As a percentage of sales, operating income ~~increased~~decreased to 1815.16% in fiscal ~~2024~~2025 compared to 1618.91% in fiscal ~~2023~~2024. The ~~increase~~decrease in operating income in fiscal ~~2024~~2025 was primarily due to ~~the~~facility ~~increase~~closure inand ~~segment~~other ~~profit~~reorganization incosts, ~~the~~incremental ~~Americas~~amortization &expense ~~Asia~~related ~~segment~~to asacquired ~~a result of organic sales growth~~businesses, ~~improved~~and ~~gross~~the ~~profit~~fair ~~margin~~value ~~primarily~~adjustment ~~due~~ to ~~growth~~inventory infrom ~~higher gross profit margin product lines and operational efficiencies throughout the region~~acquisitions.

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OPERATING INCOME TO NET INCOME

The following is a reconciliation of operating income to net income for the years ended July 31:

(Dollars in thousands)	~~2024~~2025		% Sales		~~2023~~2024		% Sales		~~2022~~2023		% Sales
Operating income	$	~~243~~236,~~414~~638	1815.16	%	$	~~225~~243,~~213~~414	1618.91	%	$	~~193~~225,~~012~~213	1416.89	%
Other income (expense):
Investment and other income	75,~~553~~206		0.63	%	47,~~022~~553		0.36	%	~~244~~4,022		0.03	%
Interest expense	(34,~~126~~747)		(0.23)	%	(3,~~539~~126)		(0.32)	%	(13,~~276~~539)		(0.13)	%
Income before income taxes	~~247~~237,~~841~~097		1815.57	%	~~225~~247,~~696~~841		1618.95	%	~~191~~225,~~980~~696		1416.79	%
Income tax expense	5047,~~626~~841		3.82	%	50,~~839~~626		3.8	%	4250,~~001~~839		3.28	%
Net income	$	~~197~~189,~~215~~256	1412.75	%	$	~~174~~197,~~857~~215	1314.17	%	$	~~149~~174,~~979~~857	1113.51	%

Investment and other income was $75.62 million in fiscal ~~2024~~2025 compared to $47.06 million in fiscal ~~2023~~2024. The ~~increase~~decrease in investment and other income in fiscal ~~2024~~2025 was primarily due to ana ~~increase~~decrease in interest income ~~driven~~resulting byfrom a ~~larger~~reduced cash balance ~~invested~~ and ~~higher~~lower interest rates ~~throughout the year, and an increase in the market value of securities held in deferred compensation plans~~.

Interest expense ~~decreased~~increased to $34.17 million in fiscal ~~2024~~2025 compared to $3.51 million in fiscal ~~2023~~2024. The ~~decrease~~increase in interest expense in fiscal ~~2024~~2025 was primarily due to aan ~~decrease~~increase in outstanding borrowings on the Company's credit agreement to fund acquisitions, which was partially offset by ana ~~increase~~decrease in ~~interest rates on~~ the ~~Company's~~weighted ~~credit~~average ~~agreement~~interest rate compared to fiscal ~~2023~~2024.

The Company's income tax rate was 20.2% in fiscal 2025 compared to 20.4% in fiscal 2024. Refer to Item 8, Note 11, "“Income Taxes"” for additional information on the Company's income tax rates.

Business Segment Operating Results

The Company evaluates short-term segment performance based on segment profit and customer sales. Interest expense, investment and other income, income tax expense, and certain corporate administrative expenses are excluded when evaluating segment performance.

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Business Segment Operating Results

The following is a summary of segment information for the years ended July 31:

	2024		2023		2022
	2025		2024		2023
SALES GROWTH INFORMATION
Americas & Asia
Organic	34.18	%	43.41	%	104.34	%
Currency	(0.2)	%	(0.9)	%	(0.1)	%
Acquisitions	8.3	%	—	%	—	%
Divestiture	(3.2)	%	(0.3)	%	—	%
Currency	(0.6)	%	(0.2)	%	(0.9)	%
Acquisition	—	%	—	%	6.9	%
Divestiture	(0.4)	%	(3.2)	%	(0.3)	%
Total	(012.3)1	%	3(0.23)	%	173.12	%
Europe & Australia
Organic	(1.68)	%	71.6	%	7.96	%
Currency	1.1	%	(7.1)	%	(7.0)	%
Acquisitions	14.7	%	—	%	—	%
Acquisition	—	%	—	%	6.9	%
Currency	1.4	%	1.1	%	(7.1)	%
Total	214.73	%	02.57	%	70.85	%
Total Company
Organic	2.6	%	52.56	%	95.45	%
Currency	0.2	%	(3.0)	%	(2.6)	%
Acquisitions	10.5	%	—	%	—	%
Divestiture	(2.1)	%	(0.2)	%	—	%
Currency	—	%	0.2	%	(3.0)	%
Acquisition	—	%	—	%	6.9	%
Divestiture	(0.3)	%	(2.1)	%	(0.2)	%
Total	012.78	%	20.37	%	132.73	%
SEGMENT PROFIT AS A PERCENT OF NET SALES
Americas & Asia	2221.21	%	2022.32	%	1820.3	%
Europe & Australia	1511.50	%	1415.85	%	14.38	%
Total	1917.96	%	1819.59	%	1618.95	%

Americas & Asia

Americas & Asia net sales ~~decreased~~increased 012.31% to $~~886~~993.57 million in fiscal ~~2024~~2025 compared to $~~888~~886.95 million in fiscal ~~2023~~2024, which consisted of organic sales growth of 4.8% ~~Organic~~and sales growth from acquisitions of 38.13%, ~~was~~which were partially offset by a ~~decline~~decrease from ~~divestitures~~foreign currency translation of 30.26% and a decrease ~~from~~due ~~foreign~~to ~~currency~~a ~~translation~~divestiture of 0.24%. Organic sales growth reflected strong execution of our commercial strategies, supported by steady industrial demand in North America, continued expansion in key end markets across Latin America, and resilient demand in Asia despite mixed economic conditions in certain countries.

Organic sales in the Americas increased in the low-single digits in fiscal ~~2024~~2025. The increase in organic sales was primarily due to growth in the wire identification, ~~product~~safety ~~identification~~ and ~~safety~~facility identification and ~~facility~~product identification product lines, which was partially offset by a decline in the people identification and healthcare identification product ~~line~~lines.

Organic sales in Asia increased inapproximately ~~the~~13% ~~low-single digits~~ in fiscal ~~2024~~2025. The organic sales increase was primarily driven by ~~growth~~higher indemand ~~Singapore~~from electronics manufacturing services providers, ~~India~~technology companies, and industrial suppliers across Japan, ~~which~~India, Malaysia and Singapore. This growth was partially offset by alower ~~decline~~volumes in ~~volume in~~ China.

Segment profit increased 96.16% to $~~196~~209.8 million in fiscal ~~2024~~2025 from $~~180~~196.58 million in fiscal ~~2023~~2024. As a percent of net sales, segment profit ~~increased~~decreased to 2221.21% in fiscal ~~2024~~2025 from 2022.32% in fiscal ~~2023~~2024. The increase in segment profit was primarily due to increased profit from organic sales growth, inwhich ~~higher~~was ~~gross~~partially ~~margin~~offset ~~product~~by ~~lines,~~facility ~~particularly~~closure inand ~~the~~other ~~Americas,~~reorganization costs and aincremental amortization expense related to acquired businesses. The decrease in ~~selling~~segment ~~expenses~~profit as a percentage of sales was primarily due to costs associated with the closure of two facilities, incremental amortization from ~~divested~~acquired businesses and purchase accounting adjustments, which was partially offset by increased ~~headcount~~profit infrom organic sales, ~~technology and R&D-related roles~~growth.

Europe & Australia

Europe & Australia sales increased 2.7% to $454.9 million in fiscal 2024 compared to $443.0 million in fiscal 2023. The net sales increase consisted of organic sales growth of 1.6% and an increase from foreign currency translation of 1.1%.

Organic sales in Europe increased in the low-single digits in fiscal 2024. Organic sales grew in the safety and facility identification, product identification and wire identification product lines, which was partially offset by a decline in the people identification product line. The increase in organic sales in Europe was primarily driven by growth in Western Europe and the Nordic region, partially offset by a decline in the United Kingdom.

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~~Organic~~Europe ~~sales~~& in Australia increased in the low-single digits in fiscal 2024. Organic sales growth was primarily driven by the wire identification product line, which was partially offset by a decline in the safety and facility identification product line.

~~Segment~~Europe ~~profit~~& Australia sales increased 714.43% to $70519.69 million in fiscal ~~2024~~2025 compared to $65454.79 million in fiscal ~~2023~~2024. AsThe aincrease ~~percentage~~consisted of ~~net~~ sales, ~~segment~~growth ~~profit~~from ~~increased~~acquisitions toof 1514.57% inand ~~fiscal~~an ~~2024~~increase ~~compared~~from toforeign 14currency translation of 1.84%, inwhich ~~fiscal~~was ~~2023.~~partially ~~The~~offset ~~increase~~by inan ~~segment~~organic ~~profit~~sales ~~was~~decline ~~primarily~~of 1.8%. Organic sales declined due to ~~organic~~softer ~~sales~~industrial ~~growth~~demand, indriven ~~higher~~by ~~margin~~lower ~~product~~manufacturing ~~lines,~~output ~~reductions~~and ongoing economic uncertainty in ~~freight~~Europe, ~~expenses~~particularly the United Kingdom and ~~improvements~~Germany, and by a weaker growth outlook in ~~inventory~~Australia. ~~management~~Looking ahead, ~~which~~the ~~was~~Company ~~partially~~remains ~~offset~~focused byon ~~increased~~leveraging ~~headcount~~its capabilities and market presence to drive growth in ~~sales~~key ~~and~~markets ~~technology-related~~over ~~roles~~the long term.

Organic sales in Europe declined in the low-single digits in fiscal 2025. The decline was driven by the safety and facility identification and people identification product lines, which was partially offset by growth in the wire identification product line. The decline was driven by the United Kingdom and Western Europe Regions, which was partially offset by growth in the Middle East and Nordic Regions.

Organic sales in Australia declined in the mid-single digits in fiscal 2025. The organic sales decline was primarily driven by a decrease in volume in the safety and facility and wire identification product lines.

Segment profit decreased 19.4% to $56.9 million in fiscal 2025 compared to $70.6 million in fiscal 2024. As a percentage of net sales, segment profit decreased to 11.0% in fiscal 2025 compared to 15.5% in fiscal 2024. The decrease in segment profit and segment profit as a percentage of sales was primarily due to incremental amortization from acquired businesses, purchase accounting adjustments and reorganization costs in order to streamline our operating structure.

Financial Condition

Liquidity & Capital Resources

The Company's cash balances are generated and held in numerous locations throughout the world. At July 31, ~~2024~~2025, approximately 9897% of the Company's cash and cash equivalents were held outside the United States. The Company's organic and inorganic growth has historically been funded by a combination of cash provided by operating activities and debt financing. The Company believes that its cash flow from operating activities and its borrowing capacity are sufficient to fund its anticipated requirements for working capital, capital expenditures, research and development, common stock repurchases, dividend payments, and strategic acquisitions for the next 12 months and beyond. Although the Company believes these sources of cash are currently sufficient to fund domestic operations, annual cash needs could require repatriation of cash to the U.S. from foreign jurisdictions, which may result in additional tax payments.

Cash Flows

Cash and cash equivalents were $~~250~~174.13 million at July 31, ~~2024~~2025, ana ~~increase~~decrease of $9875.68 million from July 31, ~~2023~~2024. The following summarizes the cash flow statement for the years ended July 31:

(Dollars in thousands)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Net cash flow provided by (used in):

Operating activities

~~255~~181,~~074~~196

~~209~~255,~~149~~074

~~118~~209,~~449~~149

Investing activities

(81171,~~047~~254)

(1181,~~214~~047)

(4311,~~071~~214)

Financing activities

(7083,~~528~~871)

(~~163~~70,~~568~~528)

(~~102~~163,~~089~~568)

Effect of exchange rate changes on cash

(41,~~913~~840)

3(4,~~096~~913)

(63,~~555)~~096

Net increase (decrease) in cash and cash equivalents

98,586

37,463

(33,266)

Net (decrease) increase in cash and cash equivalents

(75,769)

98,586

37,463

Net cash provided by operating activities was $~~255~~181.12 million during fiscal ~~2024~~2025 compared to $~~209~~255.1 million in fiscal ~~2023~~2024. The ~~increase~~decrease in cash provided by operating activities was primarily due to anchanges ~~increase~~ in ~~profit~~working capital, asincluding ~~well~~inventory asgrowth ~~continued~~to ~~reductions~~maintain inhigh ~~inventory~~service levels and align with customer needs, higher receivables from strong organic growth in ~~fiscal~~the ~~2024~~Americas & Asia segment, and lower payroll-related accruals and accounts payable due to the timing of payments.

Net cash used in investing activities was $81171.03 million during fiscal ~~2024~~2025, which primarily consisted of the acquisition of businesses of $144.5 million and capital expenditures of $7927.96 million. Net cash used in investing activities was $1181.20 million in fiscal ~~2023~~2024, which primarily consisted of capital expenditures, ofwhich ~~$19.2~~included ~~million partially offset by proceeds of $8.0 million from~~ the ~~divestiture of a business. Capital expenditures were elevated in fiscal 2024 due to the~~ purchase of a ~~facility that was~~ previously leased asfacility ~~well~~in asMexico ~~other~~and facility construction costs ~~to support continued growth~~ in ~~the Americas and Europe~~Belgium.

Net cash used in financing activities was $7083.59 million during fiscal ~~2024~~2025 compared to $~~163~~70.65 million in fiscal ~~2023~~2024. The decrease in cash used in financing activities was primarily due to increased net borrowings to fund elevated capital expenditures in fiscal 2024, as well as year-end borrowings to fund the acquisition of Gravotech Holding, which was completed on August 1, 2024.

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increase in cash used in financing activities was primarily due to increased net repayments on borrowings on our credit agreement following the funding of acquisitions in fiscal 2025, which was partially offset by a decline in share repurchases compared to the prior year.

Material Cash Requirements

Our material cash requirements for known contractual obligations include capital expenditures, borrowings on our credit ~~facilities~~agreement and lease obligations. We believe that net cash provided by operating activities will continue to be adequate to meet our liquidity and capital needs for these items over the next 12 months and in the long-term beyond the next 12 months. We also have cash requirements for purchase orders and contracts for the purchase of inventory and other goods and services, which are based on current and anticipated customer needs and are fulfilled by our suppliers within short time horizons. We do not have significant agreements for the purchase of inventory or other goods or services specifying minimum order quantities. In addition, we may have liabilities for uncertain tax positions, but we do not believe that the cash requirements to meet any of these liabilities will be material. A discussion of income taxes is contained in Note 11 of the ~~Notes~~notes to ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements.

Credit ~~Facilities~~Agreement and Covenant Compliance

Refer to Item 8, Note 6, "“Debt"” for information regarding the Company's credit ~~facilities~~agreement and covenant compliance.

Inflation and Changing Prices

Essentially all of the Company’s revenue is derived from the sale of its products and services in competitive markets. Because prices are influenced by market conditions, it is not always possible to fully recover cost increases through pricing. Changes in product mix from year to year, timing differences in instituting price changes, and the large amount of custom products make it impracticable to accurately define the impact of inflation on profit margins.

Critical Accounting Estimates

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the ~~Company~~company’s ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgments.

The Company believes the following accounting estimates are most critical to an understanding of its financial statements. Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made, and (2) material changes in the estimates are reasonably likely from period to period. For a detailed discussion on the application of these and other accounting estimates, refer to Note 1 to the ~~Company~~company’s ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements.

Income Taxes

The Company operates in numerous taxing jurisdictions and is subject to regular examinations by U.S. federal, state and non-U.S. taxing authorities. Its income tax positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions in which the Company does business. Due to the ambiguity of laws and rulings in each jurisdiction, the differences and interplay in tax laws between those jurisdictions, the uncertainty of how underlying facts may be construed and the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company's estimates of income tax liabilities may differ from actual payments or assessments.

While the Company has support for the positions it takes on tax returns, taxing authorities may assert different interpretations of laws and facts and may challenge cross-jurisdictional transactions. The Company generally re-evaluates the technical merits of its tax positions and recognizes an uncertain tax benefit when (i) there is completion of a tax audit; (ii) there is a change in applicable tax laws including a tax case ruling or legislative guidance; or (iii) there is an expiration of the statute of limitations. The liability for unrecognized tax benefits, excluding interest and penalties, was $2221.68 million and $2022.96 million as of July 31, ~~2024~~2025 and ~~2023~~2024, respectively. If recognized, $1918.43 million of unrecognized tax benefits would reduce the Company's income tax rate as of both July 31, ~~2024~~2025 and ~~2023~~2024. Accrued interest and penalties related to unrecognized tax benefits were $6.16 million and $56.31 million as of July 31, ~~2024~~2025 and ~~2023~~2024, respectively. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense on the ~~Consolidated~~consolidated ~~Statements~~statements of ~~Income~~income. The Company believes it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $43.21 million in the next 12 months as a result of the resolution of worldwide tax matters, tax audit settlements, amended tax filings, and/or statute expirations, which would be the maximum amount that would be recognized as an income tax benefit in the Consolidated Statements of Income.

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~~The~~the ~~Company~~next ~~recognizes~~12 months ~~deferred~~as ~~tax~~a ~~assets~~result ~~and~~of ~~liabilities for differences between~~ the ~~financial~~resolution ~~statement~~of ~~and~~worldwide tax ~~basis~~matters, oftax ~~assets~~audit ~~and liabilities that will result in taxable or deductible amounts in the future~~settlements, ~~based~~amended ~~on enacted~~ tax ~~laws~~filings, and/or ~~rates~~statute ~~applicable~~expirations, ~~to the periods in~~ which ~~the~~would differences are expected to affect taxable income. The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be ~~realized. This requires management to make judgments regarding: (i)~~ the ~~timing~~maximum ~~and~~ amount ofthat ~~the~~would ~~reversal~~be ofrecognized ~~taxable~~as ~~temporary~~an ~~differences, (ii) expected future taxable~~ income ortax ~~loss,~~benefit ~~and~~in ~~(iii)~~ the ~~impact~~consolidated ofstatements ~~tax planning strategies. The Company recognized valuation allowances for its deferred tax assets~~ of ~~$47~~income.2 million and $52.8 million as of July 31, 2024 and 2023, respectively, which were primarily related to foreign tax credit carryforwards and net operating loss carryforwards in its various tax jurisdictions.

~~Goodwill~~The Company recognizes deferred tax assets and liabilities for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized. This requires management to make judgments regarding: (i) the timing and amount of the reversal of taxable temporary differences, (ii) expected future taxable income or loss, and (iii) the impact of tax planning strategies. The Company recognized valuation allowances for its deferred tax assets of $82.2 million and $47.2 million as of July 31, 2025 and 2024, respectively, which were primarily related to foreign tax credit carryforwards and net operating loss carryforwards in its various tax jurisdictions.

Goodwill and Other Intangible Assets

The allocation of purchase price for business combinations requires management estimates and judgment as to expectations for future cash flows of the acquired business and the allocation of those cash flows to identifiable intangible assets in determining the estimated fair value. If the actual results differ from these estimates, it could result in an impairment of intangible assets and goodwill or require acceleration of the amortization expense of finite-lived intangible assets. In addition, goodwill and other indefinite-lived intangible assets must be tested for impairment at least annually. If circumstances or events prior to the date of the required annual assessment indicate that, in management's judgment, it is more likely than not that there has been a reduction of fair value of a reporting unit below its carrying value, the Company performs an impairment analysis at the time of such circumstance or event. Changes in management's estimates or judgments could result in an impairment charge, and such a charge could have an adverse effect on the Company's financial condition and results of operations.

The Company has identified six reporting units within its two reportable segments, Americas & Asia and Europe & Australia, with the following goodwill balances as of July 31, ~~2024~~2025: North America, $~~436~~494.38 million; Europe, $~~150~~179.43 million; and Latin America, $2.9 million. The other three identified reporting units each have a goodwill balance of zero. The Company has the option to first assess qualitative factors ~~in order~~ to determine if it is more likely than not that the fair value of the reporting unit is greater than its respective carrying value. If the qualitative assessment leads to a determination that the fair value of a reporting unit may be less than its carrying value, or if the Company elects to bypass the qualitative assessment altogether, the Company performs a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with its associated carrying value. When the Company performs the quantitative test for goodwill, the Company establishes the fair value for the reporting unit based on the income approach, in which a discounted cash flow model is utilized, the market approach, in which market multiples of comparable companies are utilized, or a combination of both approaches. The income approach requires the use of significant estimates and assumptions, including forecasted sales growth, operating income projections, and discount rates and changes in these assumptions may adversely impact the fair value assessments. The market approach requires significant assumptions related to the selection of comparable publicly traded companies and the market multiples. Significant negative industry or macroeconomic trends, disruptions to the Company's business, loss of significant customers, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets or in entity structure, and divestitures may adversely impact the assumptions used in the valuations.

The Company completes its annual goodwill impairment analysis on May 1 of each fiscal year and evaluates its reporting units for potential triggering events on a quarterly basis in accordance with ASC 350, "“Intangibles - Goodwill and Other."” In addition to the metrics listed above, the Company considers multiple internal and external factors when evaluating its reporting units for potential impairment, including (i) GDP growth for the respective geography, (ii) industry and market factors such as competition and changes in the market for the reporting unit's products, (iii) new product development, (iv) competing technologies, (v) overall financial performance such as cash flows, actual and planned revenue and profitability, and (vi) changes in the strategy of the reporting unit. In the event the fair value of a reporting unit is less than the carrying value, the Company would recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds the fair value. If necessary, the Company may consult valuation specialists to assist with the assessment of the estimated fair value of the reporting unit.

On May 1, ~~2024~~2025, the Company performed the qualitative assessment for all three reporting units with goodwill balances and determined that it iswas more likely than not that the fair value exceeds the carrying value for each reporting unit, and as such, goodwill was not considered impaired.

Other Indefinite-Lived Intangible Assets

Other indefinite-lived intangible assets, which consists of tradenames, are tested for impairment in accordance with the Company's policy outlined above using the income approach. Fair value is estimated using the income approach based upon current sales projections applying the relief from royalty method. If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As a result of the analysis performed on May 1, 2024, all indefinite-lived tradenames had fair value in excess of their carrying value.

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Business Combinations

The Company uses the acquisition method of accounting to allocate the purchase price of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair value of assets and liabilities is recorded as goodwill. If the fair value of net assets acquired exceeds the purchase price, the Company records the excess as a bargain purchase gain in earnings after reassessing the estimated values. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires knowledge of current market values and the values of assets in use and often requires the application of judgment regarding estimates and assumptions. While the ultimate responsibility resides with management, for material acquisitions, we retain the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets, including intangible assets and significant tangible long-lived assets. The valuation methods used to determine the estimated fair value of intangible assets included the multi-period excess earnings method for customer relationships using customer inputs and contributory charges, and the relief from royalty method for tradenames and technological know-how. Several assumptions and estimates were involved in the application of these valuation methods, including forecasted sales growth, margin, and cash flows attributable to existing customers, obsolescence factor, royalty rate, contributory asset charges, customer attrition rate, tax rates, and discount rates. Tangible long-lived assets are valued using a combination of the income, cost and market value approaches. While we believe expectations and assumptions utilized for historical business combinations have been reasonable, they are inherently uncertain and include significant management judgment.

New Accounting Standards

The information required by this Item is provided in Note 1 of the ~~Notes~~notes to ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements contained in Item 8 — Financial Statements and Supplementary Data.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company’s business operations give rise to market risk exposure due to changes in foreign exchange rates. To manage that risk effectively, the Company enters into hedging transactions according to established guidelines and policies that enable it to mitigate the adverse effects of this financial market risk.

The global nature of the Company’s business requires active participation in the foreign exchange markets. The Company has manufacturing facilities and sells and distributes its products throughout the world and therefore has assets, liabilities and cash flows in currencies other than the U.S. dollar. As a result, the Company’s financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak macroeconomic conditions in the foreign markets in which the Company manufactures, distributes and sells its products. The Company’s operating results are principally exposed to changes in exchange rates between the U.S. dollar and the Euro, the British Pound, the Mexican Peso, the Canadian dollar, the Australian dollar, the Singapore dollar, the Malaysian Ringgit, and the Chinese Yuan.

The objective of the Company’s foreign currency exchange risk management is to minimize the impact of currency movements on non-functional currency transactions. To achieve this objective, the Company hedges a portion of known exposures using forward contracts. As of July 31, ~~2024~~2025, the notional amount of outstanding forward foreign exchange contracts designated as cash flow hedges was $5953.25 million. The Company uses Euro-denominated debt of ~~€48~~$50.72 million and British Pound-denominated debt of £$10.36 million designated as hedge instruments to hedge portions of the Company’s net investment in its Euro-denominated and British Pound-denominated businesses. The Company's multi-currency revolving credit agreement allows it to borrow up to $200 million in currencies other than U.S. dollars. Debt issued in currencies other than U.S. dollars acts as a natural hedge to the Company's exposure to the associated currency.

The Company also faces exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Although the Company has a U.S. dollar functional currency for reporting purposes, it has manufacturing sites throughout the world and a significant portion of its sales are generated in foreign currencies. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates in effect during the respective period. As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar. In particular, the Company has more sales in European currencies than it has expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits are increased or decreased, respectively. ~~Currency~~In fiscal 2025, the fluctuation in currency exchange rates ~~increased~~had ~~fiscal~~a ~~2024~~negligible ~~net~~effect on sales; byhowever, ~~0.2%~~the effect was more pronounced in interim periods compared to fiscal ~~2023~~2024 as the U.S. dollar depreciated, on average, against other major currencies throughout the year.

Changes in foreign currency exchange rates for the Company’s foreign subsidiaries reporting in local currencies are generally reported as a component of stockholders’ equity. The Company’s currency translation adjustments recorded during the years ended July 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023, as a separate component of stockholders’ equity, were ~~unfavorable~~favorable by $1418.52 million, ~~favorable~~unfavorable by $1614.05 million, and ~~unfavorable~~favorable by $5316.40 million, respectively. As of July 31, ~~2024~~2025 and ~~2023~~2024, the Company’s foreign subsidiaries had net current assets (defined as current assets less current liabilities) subject to foreign currency translation risk of $~~324~~259.52 million and $~~207~~324.65 million, respectively. The potential decrease in net current assets as of July 31, ~~2024~~2025, from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates would be approximately $3225.59 million. This sensitivity analysis assumes a parallel shift in all major foreign currency exchange rates versus the U.S. dollar. Exchange rates rarely move in the same direction relative to the U.S. dollar due to positive and negative correlations of the various global currencies. This assumption may overstate the impact of changing exchange rates on individual assets and liabilities denominated in a foreign currency.

The Company could be exposed to interest rate risk through its corporate borrowing activities. The objective of the Company’s interest rate risk management activities is to manage the levels of the Company’s fixed and floating interest rate exposure to be consistent with the Company’s preferred mix. The interest rate risk management program allows the Company to enter into approved interest rate derivatives if there is a desire to modify the Company’s exposure to interest rates. As of July 31, ~~2024~~2025, the Company had no interest rate derivatives and no fixed rate debt outstanding.

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Item 8. Financial Statements and Supplementary Data

BRADY CORPORATION & SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)			26
Financial Statements:
Consolidated Balance Sheets — July 31, 2024 and 2023			28
Consolidated Balance Sheets — July 31, 2025 and 2024			28
Consolidated Statements of Income — Years Ended July 31, 2024, 2023, and 2022			29
Consolidated Statements of Income — Years Ended July 31, 2025, 2024, and 2023			29
Consolidated Statements of Comprehensive Income — Years Ended July 31, 2024, 2023, and 2022			30
Consolidated Statements of Comprehensive Income — Years Ended July 31, 2025, 2024, and 2023			30
Consolidated Statements of Stockholders’ Equity — Years Ended July 31, 2024, 2023, and 2022			31
Consolidated Statements of Stockholders' Equity — Years Ended July 31, 2025, 2024, and 2023			31
Consolidated Statements of Cash Flows — Years Ended July 31, 2024, 2023, and 2022			32
Consolidated Statements of Cash Flows — Years Ended July 31, 2025, 2024, and 2023			32
Notes to Consolidated Financial Statements — Years Ended July 31, 2024, 2023, and 2022			33
Notes to Consolidated Financial Statements — Years Ended July 31, 2025, 2024, and 2023			33

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Brady Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brady Corporation and subsidiaries (the “Company”) as of July 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended July 31, ~~2024~~2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "“financial statements"”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended July 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of July 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 64, ~~2024~~2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Taxes — Valuation Allowances — Refer to Notes 1 and 11 to the financial statements

Critical Audit Matter Description

The Company recognizes deferred income tax assets and liabilities for the estimated future tax effects attributable to temporary differences and carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized in the future. Future realization of deferred tax assets depends on the existence of sufficient taxable income within the carryback or carryforward period of the appropriate character under the relevant tax law. Sources of taxable income include future reversals of deferred tax assets and liabilities, future taxable income (exclusive of the reversals of deferred tax assets and liabilities), taxable income in prior carryback year(s) if permitted under the tax law, and tax planning strategies. The Company’s valuation allowance for deferred tax assets was $4782.2 million as of July 31, ~~2024~~2025.

The Company’s determination of the valuation allowance involves estimates. Management’s primary estimate in determining whether a valuation allowance should be established is the projection of future sources of taxable income. Auditing

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management’s estimate of future sources of taxable income, which affects the recorded valuation allowances, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to estimated future sources of taxable income included the following, among others:

•We tested the effectiveness of management’s controls over the estimates of future sources of taxable income.

•With the assistance of our income tax specialists, we considered relevant tax laws and regulations in evaluating (1) the appropriateness of management’s estimates of future sources of taxable income, including whether the future sources were of the appropriate character, and (2) the appropriateness of the carryforward periods utilized by management.

•We evaluated management’s ability to accurately estimate future sources of taxable income by comparing actual results to management’s historical estimates. Further, we evaluated the reasonableness of management’s estimates of future sources of taxable income by comparing the estimates to historical sources of taxable income or losses and evaluating whether there have been any changes that would affect management's estimates of future sources of taxable income.

•With the assistance of our income tax specialists, we evaluated whether the estimated future sources of taxable income were of the appropriate character to utilize the deferred tax assets under tax law.

•We evaluated management’s assessment that it is more likely than not that sufficient taxable income will be generated in the future to utilize the net deferred tax assets.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

September 64, ~~2024~~2025

We have served as the Company's auditor at least since 1981; however, an earlier year cannot be reliably determined.

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BRADY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

July 31, ~~2024~~2025 and ~~2023~~2024

(Dollars in thousands)

	2024		2023
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~250~~174,~~118~~349	$	~~151~~250,~~532~~118
Accounts receivable, net of allowance for credit losses of $6,749 and $8,467, respectively	185,486		184,420
Accounts receivable, net of allowance for credit losses of $7,876 and $6,749, respectively	231,944		185,486
Inventories	~~152~~200,~~729~~881		~~177~~152,~~078~~729
Prepaid expenses and other current assets	1114,~~382~~661		11,~~790~~382
Total current assets	~~599~~621,~~715~~835		~~524~~599,~~820~~715
Property, plant and equipment—net	~~195~~225,~~758~~572		~~142~~195,~~149~~758
Goodwill	~~589~~676,~~611~~945		~~592~~589,~~646~~611
Other intangible assets	51105,~~839~~374		6251,~~096~~839
Deferred income taxes	1520,~~596~~862		15,~~716~~596
Operating lease assets	3858,~~504~~422		2938,~~688~~504
Other assets	2425,~~546~~243		2224,~~142~~546
Total	$	1,~~515~~734,~~569~~253	$	1,~~389~~515,~~257~~569
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	84105,~~691~~028	$	7984,~~855~~691
Accrued compensation and benefits	7792,~~954~~657		7177,~~470~~954
Taxes, other than income taxes	1421,~~061~~537		1314,~~575~~061
Accrued income taxes	75,~~424~~547		127,~~582~~424
Current operating lease liabilities	1315,~~382~~234		1413,~~726~~382
Other current liabilities	6790,~~170~~329		6567,~~828~~170
Total current liabilities	~~264~~330,~~682~~332		~~258~~264,~~036~~682
Long-term debt	9099,~~935~~766		4990,~~716~~935
Long-term operating lease liabilities	2543,~~342~~565		1625,~~217~~342
Other liabilities	6768,~~952~~379		7467,~~369~~952
Total liabilities	~~448~~542,~~911~~042		~~398~~448,~~338~~911
Stockholders’ equity:
Class A nonvoting common stock — Issued 51,261,487 shares, and outstanding 44,042,462 and 45,008,724 shares, respectively (aggregate liquidation preference of $42,716)	513		513
Class A nonvoting common stock — Issued 51,261,487 shares, and outstanding 43,530,012 and 44,042,462 shares, respectively (aggregate liquidation preference of $42,716)	513		513
Class B voting common stock — Issued and outstanding 3,538,628 shares	35		35
Additional paid-in capital	~~353~~359,~~654~~269		~~351~~353,~~771~~654
Retained earnings	1,~~174~~317,~~025~~739		1,~~021~~174,~~870~~025
Treasury stock — 7,219,025 and 6,252,763 shares, respectively, of Class A nonvoting common stock, at cost	(351,947)		(290,209)
Treasury stock — 7,731,475 and 7,219,025 shares, respectively, of Class A nonvoting common stock, at cost	(393,186)		(351,947)
Accumulated other comprehensive loss	(~~109~~92,~~622~~159)		(93109,~~061~~622)
Total stockholders’ equity	1,~~066~~192,~~658~~211		~~990~~1,~~919~~066,658
Total	$	1,~~515~~734,~~569~~253	$	1,~~389~~515,~~257~~569

See Notes to Consolidated Financial Statements.

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BRADY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Years Ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands, except per share amounts)

2024

2023

2022

2025

2024

2023

Net sales

1,~~341~~513,~~393~~605

1,~~331~~341,~~863~~393

1,~~302~~331,~~062~~863

Cost of goods sold

~~653~~752,~~509~~783

~~674~~653,~~588~~509

~~670~~674,~~510~~588

Gross margin

~~687~~760,~~884~~822

~~657~~687,~~275~~884

~~631~~657,~~552~~275

Operating expenses:

Research and development

6779,~~748~~889

6167,~~365~~748

5861,~~548~~365

Selling, general and administrative

~~376~~444,~~722~~295

~~370~~376,~~697~~722

~~379~~370,~~992~~697

Total operating expenses

~~444~~524,~~470~~184

~~432~~444,~~062~~470

~~438~~432,~~540~~062

Operating income

~~243~~236,~~414~~638

~~225~~243,~~213~~414

~~193~~225,~~012~~213

Other income (expense):

Investment and other income

75,~~553~~206

47,~~022~~553

~~244~~4,022

Interest expense

(34,~~126~~747)

(3,~~539~~126)

(13,~~276~~539)

Income before income taxes

~~247~~237,~~841~~097

~~225~~247,~~696~~841

~~191~~225,~~980~~696

Income tax expense

5047,~~626~~841

50,~~839~~626

4250,~~001~~839

Net income

~~197~~189,~~215~~256

~~174~~197,~~857~~215

~~149~~174,~~979~~857

Net income per Class A Nonvoting Common Share:

Basic

43.1097

34.5310

23.9253

Diluted

43.0794

34.5107

23.9051

Net income per Class B Voting Common Share:

Basic

43.0896

34.5108

23.9151

Diluted

43.0592

34.4905

23.8949

Weighted average common shares outstanding:

Basic

4847,~~119~~641

4948,~~591~~119

5149,~~321~~591

Diluted

48,~~496~~092

4948,~~869~~496

5149,~~651~~869

See Notes to Consolidated Financial Statements.

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BRADY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands)

	2024		2023		2022
	2025		2024		2023
Net income	$	~~197~~189,~~215~~256	$	~~174~~197,~~857~~215	$	~~149~~174,~~979~~857
Other comprehensive (loss) income:
Other comprehensive income (loss):
Foreign currency translation adjustments	~~(14~~18,~~477)~~165		16(14,~~009~~477)		~~(53~~16,~~402)~~009
Cash flow hedges:
Net gain recognized in other comprehensive (loss) income	517		2,680		1,282
Net (loss) gain recognized in other comprehensive income (loss)	(963)		517		2,680
Reclassification adjustment for gains included in net income	(2,221)		(2,140)		(909)
Reclassification adjustment for losses (gains) included in net income	594		(2,221)		(2,140)
	(1,704)		540		373
	(369)		(1,704)		540
Pension and other post-retirement benefits:
Net gain (loss) recognized in other comprehensive (loss) income	227		(465)		424
Net (loss) gain recognized in other comprehensive income (loss)	(15)		227		(465)
Net actuarial gain amortization	(605)		(~~417~~605)		(~~1,043~~417)
	(378)		(882)		(619)
	(620)		(378)		(882)
Other comprehensive (loss) income, before tax	(16,559)		15,667		(53,648)
Other comprehensive income (loss), before tax	17,176		(16,559)		15,667
Income tax (expense) benefit related to items of other comprehensive (loss) income	(2)		349		524
Income tax benefit (expense) related to items of other comprehensive income (loss)	287		(2)		349
Other comprehensive (loss) income, net of tax	(16,561)		16,016		(53,124)
Other comprehensive income (loss), net of tax	17,463		(16,561)		16,016
Comprehensive income	$	~~180~~206,~~654~~719	$	~~190~~180,~~873~~654	$	96190,~~855~~873

See Notes to Consolidated Financial Statements.

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BRADY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years Ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands, except per share amounts)

	Common Stock		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss
Balances at July 31, 2021	$	548	$	339,125	$	788,369	$	(109,061)	$	(55,953)
Net income	—		—		149,979		—		—
Other comprehensive loss, net of tax	—		—		—		—		(53,124)
Issuance of shares of Class A Common Stock under stock plan	—		(4,478)		—		434		—
Tax benefit and withholdings from deferred compensation distributions	—		115		—		—		—
Stock-based compensation expense (Note 7)	—		10,504		—		—		—
Repurchase of shares of Class A Common Stock	—		—		—		(109,229)		—
Cash dividends on Common Stock:
Class A — $0.90 per share	—		—		(42,805)		—		—
Class B — $0.88 per share	—		—		(3,126)		—		—
Balances at July 31, 2022	$	548	$	345,266	$	892,417	$	(217,856)	$	(109,077)
Net income	—		—		174,857		—		—
Other comprehensive income, net of tax	—		—		—		—		16,016
Issuance of shares of Class A Common Stock under stock plan	—		(1,069)		—		3,119		—
Tax benefit and withholdings from deferred compensation distributions	—		66		—		—		—
Stock-based compensation expense (Note 7)	—		7,508		—		—		—
Repurchase of shares of Class A Common Stock, including excise taxes	—		—		—		(75,472)		—
Cash dividends on Common Stock:
Class A — $0.92 per share	—		—		(42,207)		—		—
Class B — $0.90 per share	—		—		(3,197)		—		—
Balances at July 31, 2023	$	548	$	351,771	$	1,021,870	$	(290,209)	$	(93,061)
Net income	—		—		197,215		—		—
Other comprehensive loss, net of tax	—		—		—		—		(16,561)
Issuance of shares of Class A Common Stock under stock plan	—		(5,627)		—		11,016		—
Tax benefit and withholdings from deferred compensation distributions	—		149		—		—		—
Stock-based compensation expense (Note 7)	—		7,361		—		—		—
Repurchase of shares of Class A Common Stock, including excise taxes	—		—		—		(72,754)		—
Cash dividends on Common Stock:
Class A — $0.94 per share	—		—		(41,793)		—		—
Class B — $0.92 per share	—		—		(3,267)		—		—
Balances at July 31, 2024	$	548	$	353,654	$	1,174,025	$	(351,947)	$	(109,622)
Net income	—		—		189,256		—		—
Other comprehensive income, net of tax	—		—		—		—		17,463
Issuance of shares of Class A Common Stock under stock plan	—		(6,457)		—		9,945		—
Tax benefit and withholdings from deferred compensation distributions	—		190		—		—		—
Stock-based compensation expense (Note 7)	—		11,882		—		—		—
Repurchase of shares of Class A Common Stock, including excise taxes	—		—		—		(51,184)		—
Cash dividends on Common Stock:
Class A — $0.96 per share	—		—		(42,204)		—		—
Class B — $0.94 per share	—		—		(3,338)		—		—
Balances at July 31, 2025	$	548	$	359,269	$	1,317,739	$	(393,186)	$	(92,159)

See Notes to Consolidated Financial Statements.

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BRADY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(Dollars in thousands)

2024

2023

2022

2025

2024

2023

Operating activities:

Net income

~~197~~189,~~215~~256

~~174~~197,~~857~~215

~~149~~174,~~979~~857

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

2940,~~873~~639

3229,~~370~~873

3432,~~182~~370

Stock-based compensation expense

711,~~361~~882

7,~~508~~361

107,~~504~~508

Gain on sale of business

—

~~(3,770)~~—

—(3,770)

Deferred income taxes

(97,~~399~~623)

(129,~~472~~399)

(112,~~645~~472)

Other

1(2,~~401~~540)

~~(308)~~1,401

~~1,197~~(308)

Changes in operating assets and liabilities (net of effects of business acquisitions):

Accounts receivable

(614,~~581~~356)

2(6,~~380~~581)

~~(25~~2,~~330)~~380

Inventories

21(18,~~697~~889)

1421,~~972~~697

~~(62~~14,~~907)~~972

Prepaid expenses and other assets

(~~743~~2,098)

(~~1,023~~743)

~~807~~(1,023)

Accounts payable and accrued liabilities

19(9,~~198~~862)

(919,~~459)~~198

6(9,~~826~~459)

Income taxes

(45,~~948~~213)

(4,~~094~~948)

4,~~836~~094

Net cash provided by operating activities

~~255~~181,~~074~~196

~~209~~255,~~149~~074

~~118~~209,~~449~~149

Investing activities:

Purchases of property, plant and equipment

(7927,~~892~~577)

(1979,~~226~~892)

(4319,~~138~~226)

Sale of business

—

8,000

—

Acquisition of businesses, net of cash acquired

(144,541)

—

Other

(1,155)

Sale of business

—

8,000

Net cash used in investing activities

(81,047)

(11,214)

(43,071)

Other

864

(1,155)

Net cash used in investing activities

(171,254)

(81,047)

(11,214)

Financing activities:

Payment of dividends

(45,~~060~~542)

(45,~~404~~060)

(45,~~931~~404)

Proceeds from exercise of stock options

86,~~186~~171

48,~~091~~186

14,~~082~~091

Payments for employee taxes withheld from stock-based awards

(2,~~797~~683)

(2,~~041~~797)

(52,~~127~~041)

Purchase of treasury stock

(7250,~~225~~838)

(7472,~~996~~225)

(~~109~~74,~~229~~996)

Proceeds from borrowing on credit facilities

~~175~~266,~~103~~846

~~127~~175,~~660~~103

~~243~~127,~~716~~660

Repayment of borrowing on credit facilities

(~~133~~258,~~884~~015)

(~~172~~133,~~944~~884)

(~~186~~172,~~716~~944)

Other

~~149~~190

66149

~~116~~66

Net cash used in financing activities

(7083,~~528~~871)

(~~163~~70,~~568~~528)

(~~102~~163,~~089~~568)

Effect of exchange rate changes on cash and cash equivalents

(41,~~913~~840)

3(4,~~096~~913)

(63,~~555)~~096

Net increase (decrease) in cash and cash equivalents

98,586

37,463

(33,266)

Net (decrease) increase in cash and cash equivalents

(75,769)

98,586

37,463

Cash and cash equivalents, beginning of period

~~151~~250,~~532~~118

~~114~~151,~~069~~532

~~147~~114,~~335~~069

Cash and cash equivalents, end of period

~~250~~174,~~118~~349

~~151~~250,~~532~~118

~~114~~151,~~069~~532

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest

24,~~930~~656

32,~~408~~930

13,~~082~~408

Income taxes

6271,~~073~~077

5862,~~829~~073

3358,~~834~~829

See Notes to Consolidated Financial Statements.

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BRADY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(In thousands, except share and per share amounts)

1. Summary of Significant Accounting Policies

Nature of Operations — Brady Corporation is a global manufacturer and supplier of identification solutions and workplace safety products that identify and protect premises, products and people. The ability to provide customers with a broad range of proprietary, customized, and diverse products for use in various applications, along with a commitment to quality and service, a global footprint, and multiple sales channels, have made Brady a world leader in many of its markets.

Principles of Consolidation — The accompanying consolidated financial statements include the accounts of Brady Corporation and its wholly owned subsidiaries. All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation.

Use of Estimates — The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("“U.S. GAAP"”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Acquisitions — The Company recognizes assets acquired, liabilities assumed, contractual contingencies and contingent consideration at their fair value on the acquisition date. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Acquisition-related costs are expensed as incurred and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period are recorded in income tax expense.

Cash Equivalents — The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents.

Concentration of Credit Risk — The Company places temporary cash investments with global financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of its financial institutions and limits the amount of credit exposure with any one financial institution. In addition, the Company has a broad customer base representing many diverse industries throughout the globe. Consequently, no significant concentration of credit risk is considered to exist.

Accounts Receivable — The Company's policy for estimating the allowance for credit losses on accounts receivables considers several factors including historical loss experience, the age of delinquent receivable balances due, and economic conditions. Specific customer reserves are made during review of significant outstanding balances due, in which customer creditworthiness and current economic trends may indicate that it is probable the receivable will not be recovered. Accounts receivable are written off after collection efforts occur and the receivable is deemed uncollectible. Adjustments to the allowance for credit losses are recorded in selling, general and administrative (“SG&A”) expense.

Inventories — Inventories are stated at the lower of cost or net realizable value and include material, labor, and overhead. Cost has been determined using the last-in, first-out (“LIFO”) method for certain inventories in the U.S. (1312.08% of total inventories at July 31, ~~2024~~2025, and 913.60% of total inventories at July 31, ~~2023~~2024) and the first-in, first-out (“FIFO”) or average cost methods for all other inventories. Had all inventories been accounted for on a FIFO basis instead of on a LIFO basis, the carrying value of inventories would have increased by $1112,~~582~~006 and $11,~~312~~582 as of July 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Inventories consist of the following as of July 31:

	2024		2023
	2025		2024
Finished products	$	89109,~~430~~726	$	~~103~~89,~~350~~430
Work-in-process	2432,~~601~~787		2624,~~884~~601
Raw materials and supplies	3858,~~698~~368		4638,~~844~~698
Total inventories	$	~~152~~200,~~729~~881	$	~~177~~152,~~078~~729

Property, Plant and Equipment — Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed primarily on a straight-line basis over the estimated useful lives of the related assets. Leasehold

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improvements are depreciated over the shorter of the lease term or the estimated useful life of the respective asset. The estimated useful lives range from 3 to 33 years as shown below.

Property, plant and equipment consist of the following as of July 31:

Range of Useful Lives

~~2024~~2025

~~2023~~2024

Land

3031,~~604~~194

1230,~~273~~604

Buildings and improvements

10 to 33 Years

~~147~~199,~~767~~727

~~130~~147,~~004~~767

Machinery and equipment

3 to 10 Years

~~288~~295,~~885~~174

~~282~~288,~~870~~885

Construction in progress

3213,~~701~~255

932,~~682~~701

Property, plant and equipment—gross

~~499~~539,~~957~~350

~~434~~499,~~829~~957

Accumulated depreciation

(~~304~~313,~~199~~778)

(~~292~~304,~~680~~199)

Property, plant and equipment—net

~~195~~225,~~758~~572

~~142~~195,~~149~~758

Depreciation expense was $2021,~~452~~723, $20,~~631~~452, and $1920,~~216~~631 for the years ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Goodwill — The Company tests goodwill for impairment on an annual basis on the first day of the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that it may be impaired. Under U.S. GAAP, the Company has the option to first assess qualitative factors ~~in order~~ to determine if it is more likely than not that the fair value of one of its reporting units is greater than its carrying value (“Step 0”). If the qualitative assessment leads to a determination that the reporting unit’s fair value is less than its carrying value, or if the Company elects to bypass the qualitative assessment altogether, it is required to perform a quantitative impairment test (“Step 1”) by calculating the fair value of the reporting unit and comparing the fair value with its associated carrying value. During the fiscal year ~~2024~~2025 annual impairment test, the Company first assessed goodwill recoverability qualitatively using the Step 0 approach for each reporting unit. For the qualitative assessment, the Company considered the most recent quantitative analysis, which was performed during the fourth quarter of fiscal year 2023 for all three reporting units, including assumptions used, such as discount rates, indicated fair values, and the amounts by which those fair values exceeded their carrying amounts. Further, the Company compared actual performance in fiscal year ~~2024~~2025 to the internal financial projections used in the prior quantitative analyses. Additionally, the Company considered various other factors including macroeconomic conditions, relevant industry and market trends, and factors specific to the Company that could indicate a potential change in the fair value of the reporting units. Lastly, the Company evaluated whether any events have occurred or any circumstances have changed since that time that would indicate that goodwill may have become impaired since the last quantitative tests. Based on these qualitative assessments, the Company determined it is more likely than not that the fair value of each reporting unit exceeds its respective carrying value, and ~~as such,~~ goodwill was not considered impaired as of May 1, ~~2024,~~2025. ~~and~~As such, the Step 1 quantitative goodwill impairment analysis was not necessary. No goodwill impairment charges were recognized during the year ended July 31, ~~2024~~2025.

Other Intangible and Long-Lived Assets — Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives to reflect the pattern of economic benefits consumed. Intangible assets with indefinite lives as well as goodwill are not subject to amortization. These assets are assessed for impairment on an annual basis or more frequently if events or changes in circumstances have occurred that indicate the asset may not be recoverable or that the remaining estimated useful life may warrant revision. In addition, the Company performs qualitative assessments on a quarterly basis of significant events and circumstances, such as historical and current results, assumptions regarding future performance, and strategic initiatives and overall economic factors.

The Company evaluates indefinite-lived intangible assets for impairment by comparing the estimated fair value of the asset to the carrying value. Fair value is estimated using the income approach based upon current sales projections applying the relief from royalty method. If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company evaluates long-lived assets, including finite-lived intangible assets, operating lease assets, and property, plant, and equipment, for recoverability by comparing an estimate of undiscounted future cash flows, derived from internal forecasts, over the remaining life of the primary asset to the carrying amount of the asset group. To the extent the undiscounted future cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds its fair value.

In fiscal ~~2024~~2025, long-lived and other intangible assets were analyzed for potential impairment. As a result of the analysis, no impairment charges were recorded.

Leases — The Company accounts for leases in accordance with Accounting Standards Codification ("“ASC"”) 842 "“Leases."” The Company determines whether an arrangement contains a lease at contract inception based on whether the arrangement provides the Company with the right to direct the use of and the right to obtain substantially all of the economic benefits from

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an identified asset in exchange for consideration. The Company recognizes a right-of-use ("“ROU"” ) asset and lease liability for its lease commitments with initial terms greater than one year.

The initial measurement of ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the expected lease term. The ROU asset also includes any lease payments made on or before the commencement date, initial direct costs incurred, and is reduced by any lease incentives received. Some of the Company’s leases include options to extend the lease agreement, of which the exercise is at the Company’s sole discretion. The majority of renewal options are not included in the calculation of ROU assets and liabilities as they are not reasonably certain to be exercised. Some of the Company's lease agreements include rental payments that are adjusted periodically for inflation or the change in an index or rate. These variable lease payments are generally excluded from the initial measurement of the ROU asset and lease liability and are recognized in the period in which the obligation for those payments is incurred. The Company has lease agreements that include both lease and non-lease components, which the Company elected to account for as a single lease component.

The Company determines the present value of future lease payments using its incremental borrowing rate, as the discount rate implicit within the Company’s leases generally cannot be readily determined. The incremental borrowing rate is estimated based on the sovereign credit rating for the countries in which the Company has its largest operations, adjusted for several factors, such as internal credit spread, lease terms, and other market information available at the lease commencement date.

As of July 31, ~~2024~~2025, all leases are accounted for as operating leases, with lease expense being recognized on a straight-line basis over the lease term. Operating leases are reflected in “Operating lease assets,” “Current operating lease liabilities,” and “Long-term operating lease liabilities” in the accompanying ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets. Operating lease expense is recognized in either cost of goods sold or selling, general, and administrative expenses in the ~~Consolidated~~consolidated ~~Statements~~statements of ~~Income~~income, based on the nature of the lease. ROU assets are evaluated for impairment in the same manner as long-lived assets. No impairment charges were recognized related to operating lease assets during the year ended July 31, ~~2024~~2025.

Revenue Recognition — The Company recognizes revenue when a sales arrangement with a customer exists, the transaction price is fixed or determinable and the Company has satisfied its performance obligations per the sales arrangement. The majority of the Company’s revenue relates to the sale of identification and safety products and revenue is recognized at the point in which the customer obtains control of the products. The Company considers control to have transferred when legal title, physical possession, and the significant risks and rewards of ownership of the asset have transferred to the customer and the collection of the transaction price is reasonably assured, most of which occur upon the shipment or delivery of goods to customers. Revenue is measured at the determinable transaction price, net of estimated sales returns, including product returns and credit memos, and sales rebates. The Company estimates product returns and credit memos based on historical return rates. As of July 31, ~~2024~~2025 and ~~2023~~2024, the allowance for product returns and credit memos was $45,~~210~~434 and $4,~~801~~210, respectively.

Shipping and Handling Costs — Shipping and handling fees billed to a customer in a sale transaction are reported as net sales and the related costs incurred for shipping and handling are reported in cost of goods sold.

Advertising Costs — Advertising costs are expensed as incurred. Advertising expense for the years ended July 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023 was $50,~~296~~349, $5350,~~591~~296, and $5553,~~568~~591, respectively.

Stock-Based Compensation — The Company measures and recognizes the compensation expense for all share-based awards made to employees and directors based on estimated grant-date fair values. The Black-Scholes option valuation model is used to determine the fair value of stock option awards on the date of grant. The Company recognizes the compensation cost, net of estimated forfeitures, of all share-based awards on a straight-line basis over the vesting period of the award. If it is determined that it is unlikely the award will vest, the expense recognized to date for the award is generally reversed in the period in which this is evident and the remaining expense is not recorded.

The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards. The Company uses historical data regarding stock option exercise behaviors to estimate the expected term of options granted based on the period of time that options granted are expected to be outstanding. Expected volatilities are based on the historical volatility of the Company’s stock. The expected dividend yield is based on the Company’s historical dividend payments and historical yield. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the grant date for the length of time corresponding to the expected term of the option. The market value is calculated as the average of the high and the low stock price on the date of the grant. Refer to Note 7, “Stockholders' Equity” for more information regarding the Company’s incentive stock plans.

Research and Development — Amounts expended for research and development are expensed as incurred.

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Other Comprehensive Income — Other comprehensive income consists of net unrealized gains and losses from cash flow hedges, the unamortized gain on defined-benefit pension plans net of their related tax effects, and foreign currency translation adjustments, which includes the impact of foreign currency translations, the settlements of net investment hedges, and long-term intercompany loan translation adjustments.

Foreign Currency Translation — The assets and liabilities of subsidiaries whose functional currency is a currency other than the U.S. dollar are translated into U.S. dollars at end of period rates of exchange, and income and expense accounts are translated at the average rates of exchange for the period. Resulting foreign currency translation adjustments are included in other comprehensive income.

Income Taxes — The Company accounts for income taxes in accordance with ASC 740 "“Income Taxes."” Deferred income tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the currently enacted tax laws and rates applicable to the periods in which the differences are expected to be realized or settled. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The Company recognizes the benefit of income tax positions only if those positions are more likely than not to be sustained upon examination by the tax authority. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs.

Fair Value of Financial Instruments — The Company believes that the carrying amount of its financial instruments (cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities) approximates fair value due to the short-term nature of these instruments. Refer to Note 6, "“Debt"” for more information regarding the fair value of long-term debt and Note 13, "“Fair Value Measurements"” for information regarding fair value measurements.

Foreign Currency Hedging — The objective of the Company’s foreign currency exchange risk management is to minimize the impact of currency movements on non-functional currency transactions and minimize the foreign currency translation impact on the Company’s foreign operations. While the Company’s risk management objectives and strategies are driven from an economic perspective, the Company attempts, where possible and practical, to ensure that the hedging strategies it engages in qualify for hedge accounting and result in accounting treatment where the earnings effect of the hedging instrument provides substantial offset (in the same period) to the income effect of the hedged item.

The Company recognizes derivative instruments as either assets or liabilities in the accompanying ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets at fair value. Gains and losses resulting from changes in fair value of the derivatives designated as hedges are recorded as a component of Accumulated Other Comprehensive Income ("“AOCI"”) in the accompanying ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets and in the ~~Consolidated~~consolidated ~~Statements~~statements of ~~Comprehensive~~comprehensive ~~Income~~income and are reclassified into the same income statement line item in the period or periods during which the hedged transaction affects income. Refer to Note 14, "“Derivatives and Hedging Activities"” for more information regarding the Company’s derivative instruments and hedging activities.

New Accounting Standards

InAdopted ~~November 2023, the Financial Accounting~~ Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The guidance requires expanded interim and annual disclosures of segment information including the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. The guidance is effective for the Company's fiscal year 2025 Form 10-K and interim periods thereafter. The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The guidance requires expanded interim and annual disclosures of segment information including the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. The Company adopted ASU 2023-07 for the year ended July 31, 2025, with retrospective application of the expanded segment information for the years ended July 31, 2024 and 2023. Additional information regarding the Company's reportable segments is included in Note 10 to the consolidated financial statements.

Standards not yet adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The guidance requires expanded annual disclosures including the standardization and disaggregation of income tax rate reconciliation categories and the amount of income taxes paid by jurisdiction. The guidance is effective for the Company’s fiscal year 2026 Form 10-K. The adoption of this guidance is not anticipated to have a material impact on the consolidated financial statements.

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In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance requires expanded interim and annual disclosures of expense information including the amounts of inventory purchases, employee compensation, depreciation, amortization, and depletion within commonly presented expense captions during the period. The guidance is effective for the Company's fiscal 2028 Form 10-K and interim periods thereafter. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

2. Goodwill

Changes in the carrying amount of goodwill by reportable segment for the years ended July 31, ~~2024~~2025 and ~~2023~~2024, were as follows:

	IDS		WPS		Americas & Asia		Europe & Australia		Total
	Americas & Asia		Europe & Australia		Total
Balance as of July 31, 2022	$	556,151	$	30,681	$	—	$	—	$	586,832
Balance as of July 31, 2023	$	441,415	$	151,231	$	592,646
Translation adjustments	3(2,~~319~~236)		~~625~~(799)		1(3,~~079~~035)		~~2,745~~		~~7,768~~
Reallocation due to change in segments	(559,470)		(31,306)		442,290		148,486		—
Balance as of July 31, 2024	$	439,179	$	150,432	$	589,611
Divestiture of business	—		—		(1,954)		—		(1,954)
Current year acquisitions	57,030		19,227		76,257
Balance as of July 31, 2023	$	—	$	—	$	441,415	$	151,231	$	592,646
Translation adjustments	1,440		9,637		11,077
Translation adjustments	—		—		(2,236)		(799)		(3,035)
Balance as of July 31, 2025	$	497,649	$	179,296	$	676,945
Balance as of July 31, 2024	$	—	$	—	$	439,179	$	150,432	$	589,611

~~Effective~~Goodwill ~~February~~increased 1$87,334 ~~2023,~~during the ~~Company~~year isended ~~organized and managed within two regions: Americas & Asia and Europe & Australia~~July 31, ~~which~~2025. ~~are~~Of the ~~reportable~~$87,334 ~~segments. Prior to February 1~~increase, ~~2023~~$66,178 ~~the Company~~ was ~~organized~~due ~~and~~to ~~managed~~the onacquisition aof ~~global~~Gravotech, ~~basis~~$10,079 ~~within~~was ~~two~~due ~~business~~to ~~platforms:~~the ~~Identification~~acquisition ~~Solutions~~of ~~(“IDS”)~~AB&R and ~~Workplace Safety (“WPS”). As a result~~$11,077 ~~goodwill~~ was ~~allocated~~due to the ~~new~~positive ~~reportable~~effects ~~segments~~of inforeign ~~accordance~~currency ~~with ASC 350, "Intangibles - Goodwill and Other~~translation."

Goodwill decreased $3,035 during the year ended July 31, 2024 due to the negative effects of foreign currency translation.

~~Goodwill~~The ~~increased~~qualitative $5assessment performed on May 1,~~814~~ ~~during~~2025, ~~the~~in ~~year~~accordance ~~ended~~with ~~July~~ASC 31350, ~~2023~~“Intangibles ~~mainly~~- ~~due~~Goodwill toand ~~the~~Other” ~~positive~~indicated ~~effects~~that ofit ~~foreign~~is ~~currency~~more ~~translation,~~likely ~~which~~than ~~was~~not ~~partially~~that ~~offset~~the byfair avalue ~~reduction~~exceeds ~~due~~the tocarrying ~~the~~value ~~sale~~for each of ~~our~~the ~~PremiSys~~three ~~business~~reporting ~~within~~units ~~the~~with ~~Americas~~goodwill &(North ~~Asia~~America, ~~segment~~Europe and Latin America).

The qualitative assessment performed on May 1, 2024, in accordance with ASC 350, “Intangibles - Goodwill and Other” indicated that it is more likely than not that the fair value exceeds the carrying value for each of the three reporting units with goodwill (North America, Europe and Latin America).

3. Other Intangible Assets

Other intangible assets include customer relationships, tradenames, and technology with finite lives being amortized in accordance with the accounting guidance for other intangible assets. The Company also has unamortized indefinite-lived tradenames that are classified as other intangible assets.

Other intangible assets as of July 31, ~~2024~~2025 and ~~2023~~2024 consisted of the following:

July 31, 2024

July 31, 2023

July 31, 2025

July 31, 2024

Weighted Average Amortization Period (Years)

Gross Carrying Amount

Accumulated Amortization

Net Book Value

Weighted Average Amortization Period (Years)

Gross Carrying Amount

Accumulated Amortization

Net Book Value

Amortized other intangible assets:

Tradenames

~~600~~912

(~~600~~456)

—456

~~1,114~~600

(~~947~~600)

~~167~~—

Customer relationships

64125,~~430~~497

(2338,~~279~~427)

4187,~~151~~070

64,~~513~~430

(1523,~~947~~279)

4841,~~566~~151

Technology

920,~~300~~471

(610,~~182~~275)

310,~~118~~196

9,~~313~~300

(46,~~235~~182)

53,~~078~~118

Unamortized other intangible assets:

Tradenames

N/A

7,~~570~~652

—

7,~~570~~652

N/A

87,~~285~~570

—

87,~~285~~570

Total

81154,~~900~~532

(3049,~~061~~158)

51105,~~839~~374

8381,~~225~~900

(2130,~~129~~061)

6251,~~096~~839

The ~~decrease~~change in the gross carrying amount of amortized other intangible assets as of July 31, ~~2024~~2025 compared to July 31, ~~2023~~2024 was primarily due to the ~~disposal~~acquisitions of Gravotech and AB&R completed during the year ended July 31, 2025 and to a ~~discontinued~~lesser ~~tradename~~extent, the effect of currency fluctuations.

Amortization expense on intangible assets during the years ended July 31, 2024, 2023, and 2022 was $9,421, $11,739, and $14,966, respectively. Amortization expense over each of the next five fiscal years is projected to be $9,145, $8,268, $7,759, $7,351, and $7,006 for the fiscal years ending July 31, 2025, 2026, 2027, 2028, and 2029, respectively.

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The following table summarizes the fair value and weighted average amortization period of other intangible assets associated with the acquisition of Gravotech:


	Gross Carrying Amount		Weighted Average Amortization Period (Years)
Tradenames	$	864	2
Customer relationships	52,768		8
Technology	10,467		5
Total	$	64,099

The following table summarizes the fair value and weighted average amortization period of other intangible assets associated with the acquisition of AB&R:


	Gross Carrying Amount		Weighted Average Amortization Period (Years)
Customer relationships	$	4,600	8

Amortization expense on intangible assets during the years ended July 31, 2025, 2024, and 2023 was $18,916, $9,421, and $11,739, respectively. Amortization expense over each of the next five fiscal years is projected to be $18,583, $17,604, $17,192, $16,837, and $12,022 for the fiscal years ending July 31, 2026, 2027, 2028, 2029, and 2030, respectively.

4. Leases

The Company leases certain manufacturing facilities, warehouses and office space, computer equipment, and vehicles accounted for as operating leases. Lease terms typically range from one year to ten years. As of July 31, ~~2024~~2025 and ~~2023~~2024, the Company did not have any finance leases.

Short-term lease expense, variable lease expenses, and sublease income were immaterial to the ~~Consolidated~~consolidated ~~Statements~~statements of ~~Income~~income for the year ended July 31, ~~2024~~2025.

The following table summarizes lease expense recognized during the years ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023:

Consolidated Statements of Income Location

July 31, ~~2024~~2025

July 31, ~~2023~~2024

July 31, ~~2022~~2023

Operating lease cost

Cost of goods sold

67,~~257~~856

6,~~589~~257

76,~~893~~589

Operating lease cost

Selling, general, and administrative expenses

911,~~220~~289

9,~~424~~220

9,~~822~~424

The following table summarizes the maturity of the Company's lease liabilities as of July 31, ~~2024~~2025:

Years ending July 31,	Operating Leases
2025	$	15,033
2026	$	17,854
2026	11,693
2027	13,935
2027	7,125
2028	8,161
2028	3,418
2029	6,187
2029	2,869
2030	4,195
Thereafter	219,~~817~~061
Total lease payments	$	4269,~~955~~393
Less: interest	(410,~~231~~594)
Present value of lease liabilities	$	3858,~~724~~799

The weighted average remaining lease terms and discount rates for the Company's operating leases as of July 31, 2024 and 2023 were as follows:

	July 31, 2024		July 31, 2023
Weighted average remaining lease term (in years)	3.8		2.6
Weighted average discount rate	5.1	%	4.3	%

Supplemental cash flow information related to the Company's operating leases during the years ended July 31, 2024 and 2023 were as follows:

	2024		2023
Operating cash outflows from operating leases	$	16,496	$	17,739
Operating lease assets obtained in exchange for new operating lease liabilities (1)	23,438		12,583

(1) Includes new leases and remeasurements or modifications of existing leases.

The Company evaluates right-of-use assets for impairment in the same manner as long-lived assets. No impairment charges were recorded during the years ended July 31, 2024, 2023 or 2022.

5. Employee Benefit Plans

The Company provides postretirement medical benefits (the “Plan”) for eligible regular full and part-time domestic employees (including spouses) who retired prior to January 1, 2016, as outlined by the Plan. The Plan is unfunded, and the liability, unrecognized gain, and associated income statement impact are immaterial. The current portion and non-current portion of the liabilities for postretirement medical benefits are included in “Other current liabilities” and “Other liabilities," respectively, on the accompanying Consolidated Balance Sheets as of July 31, 2024 and 2023. The unrecognized gain is reported as a component of AOCI.

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The ~~Company~~weighted ~~also~~average ~~has~~remaining ~~two~~lease ~~deferred~~terms ~~compensation plans, the Executive Deferred Compensation Plan~~ and ~~the~~discount ~~Director~~rates ~~Deferred Compensation Plan which allow~~ for ~~compensation to be deferred into either~~ the Company's ~~Class~~operating Aleases Nonvoting Common Stock or in other investment funds. Neither plan allows funds to be transferred between the Company's Class A Nonvoting Common Stock and the other investment funds. The Company has an additional non-qualified deferred compensation plan, the Brady Restoration Plan, which allows an equivalent benefit to the Matched 401(k) Plan and the Funded Retirement Plan for executives' income exceeding the IRS limits for participation in a qualified 401(k) plan. Deferred compensation of $20,029 and $18,288 was included in "Other liabilities" in the accompanying Consolidated Balance Sheets as of July 31, ~~2024~~2025 and ~~2023,~~2024 ~~respectively.~~were as follows:

The Company has retirement and profit-sharing plans covering substantially all full-time domestic employees and certain employees of its foreign subsidiaries. Contributions to the plans are determined annually or quarterly, according to the respective plan, based on income of the respective companies and employee contributions. Accrued retirement and profit-sharing contributions of $3,656 and $3,717 were included in "Other current liabilities" in the accompanying Consolidated Balance Sheets as of July 31, 2024 and 2023, respectively. The amounts charged to expense for these retirement and profit sharing plans were $16,134, $15,089, and $15,063 during the years ended July 31, 2024, 2023 and 2022, respectively.


	July 31, 2025		July 31, 2024
Weighted average remaining lease term (in years)	6.2		3.8
Weighted average discount rate	5.0	%	5.1	%

Supplemental cash flow information related to the Company's operating leases during the years ended July 31, 2025 and 2024 were as follows:


	2025		2024
Operating cash outflows from operating leases	$	18,816	$	16,496
Operating lease assets obtained in exchange for new operating lease liabilities (1)	35,846		23,438

(1)Includes new leases, leases from acquired companies, and remeasurements or modifications of existing leases.

The Company evaluates right-of-use assets for impairment in the same manner as long-lived assets. No impairment charges were recorded during the years ended July 31, 2025, 2024 or 2023.

5. Employee Benefit Plans

The Company provides postretirement medical benefits (the “Plan”) for eligible regular full and part-time domestic employees (including spouses) who retired prior to January 1, 2016, as outlined by the Plan. The Plan is unfunded, and the liability, unrecognized gain, and associated income statement impact are immaterial. The current portion and non-current portion of the liabilities for postretirement medical benefits are included in “Other current liabilities” and “Other liabilities,” respectively, on the accompanying consolidated balance sheets as of July 31, 2025 and 2024. The unrecognized gain is reported as a component of AOCI.

The Company also has two deferred compensation plans, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan which allow for compensation to be deferred into either the Company's Class A Nonvoting Common Stock or in other investment funds. Neither plan allows funds to be transferred between the Company's Class A Nonvoting Common Stock and the other investment funds. The Company has an additional non-qualified deferred compensation plan, the Brady Restoration Plan, which allows an equivalent benefit to the Matched 401(k) Plan and the Funded Retirement Plan for executives' income exceeding the IRS limits for participation in a qualified 401(k) plan. Deferred compensation of $19,998 and $20,029 was included in “Other liabilities” in the accompanying consolidated balance sheets as of July 31, 2025 and 2024, respectively.

The Company has retirement and profit-sharing plans covering substantially all full-time domestic employees and certain employees of its foreign subsidiaries. Contributions to the plans are determined annually or quarterly, according to the respective plan, based on income of the respective companies and employee contributions. Accrued retirement and profit-sharing contributions of $4,742 and $3,656 were included in “Other current liabilities” in the accompanying consolidated balance sheets as of July 31, 2025 and 2024, respectively. The amounts charged to expense for these retirement and profit sharing plans were $17,921, $16,134, and $15,089 during the years ended July 31, 2025, 2024 and 2023, respectively.

6. Debt

On August 1, 2019, the Company and certain of its subsidiaries entered into an unsecured $200 million multi-currency credit agreement with a group of five banks.

On ~~December~~November 2114, ~~2021~~2022, the Company and certain of its subsidiaries entered into ana ~~amendment~~Second Amendment to the ~~credit~~Credit ~~agreement~~Agreement ~~dated~~(“Amendment ~~August~~No. 12”) to, ~~2019~~among other items, ~~which~~(a) ~~replaced~~increase the ~~variable~~lending ~~benchmark~~commitments ~~rate~~by ~~from~~$100 ~~LIBOR~~million for total lending commitments of $300 million, (b) extend the final maturity date to ~~other~~November ~~benchmark~~14, ~~rates~~2027, ~~including~~(c) ~~SOFR~~increase the interest rate on certain borrowings by 0.125%, ~~SONIA~~and (d) increase the available amount under the credit agreement, ~~Euribor~~at the Company's option and ~~TIBOR~~subject to certain conditions, from $300 million up to (i) an amount equal to the incremental borrowing necessary to bring the Company's consolidated net debt-to-EBITDA ratio as defined in the credit agreement to 2.5 to 1.0 plus (ii) $200 million.

On ~~November~~October 1410, ~~2022~~2024, the Company and certain of its subsidiaries entered into a ~~Second~~Third Amendment to the Credit Agreement (“Amendment No. 23”) with a group of six banks, which amended the original credit agreement dated August 1, 2019. Amendment No. 23 amended the original credit agreement to, among other ~~items~~things, ~~(a)~~change ~~increase~~ the ~~lending~~applicable ~~commitments~~benchmark by $100 million for total lending commitments of $300 million, (b) extend the final maturity date to November 14, 2027, (c) increase the interest rate on certain borrowings by 0.125%, and (d) increase the available amount under the credit agreement, at the Company's option and subject to certain conditions, from $300 million up to (i) an amount equal to the incremental borrowing necessary to bring the Company's consolidated net debt-to-EBITDA ratio as defined in the credit agreement to 2.5 to 1.0 plus (ii) $200 million. Borrowings under Amendment No. 2 are unsecured and are guaranteed by certain of the Company's domestic subsidiaries.

As of July 31, 2024, the outstanding balance on the credit agreement was $90.9 million. The maximum amount outstanding on the credit agreement during the year ended July 31, 2024 was $90.9 million. As of July 31, 2024, there was $207.3 million available for future borrowing, which can be increased to $1,042.3 million at the Company's option, subject to certain conditions. The credit agreement has a final maturity date of November 14, 2027. As such, borrowings are classified as long-term on the Consolidated Balance Sheets.

The Company’s credit agreement requires it to maintain certain financial covenants, including a ratio of debt to trailing twelve months EBITDA, as defined in the agreement, of not more than a 3.5 to 1.0 ratio (leverage ratio) and trailing twelve months EBITDA to interest expense of not less than a 3.0 to 1.0 ratio (interest expense coverage ratio). As of July 31, 2024, the Company was in compliance with these financial covenants, with a ratio of debt to EBITDA, as defined by the agreements, equal to 0.3 to 1.0 and the interest expense coverage ratio equal to 93.2 to 1.0.

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Ascredit ofagreement ~~July 31,~~for ~~2024~~borrowings ~~and~~denominated ~~2023,~~in ~~borrowings~~Canadian onDollars from the ~~credit~~Canadian ~~agreement~~Dollar ~~were~~Offered asRate ~~follows:~~(“CDOR”) to the adjusted Term Canadian Overnight Repo Rate Average Rate (“CORRA”). Borrowings under Amendment No. 3 are unsecured and are guaranteed by certain of the Company's domestic subsidiaries.

	July 31, 2024				July 31, 2023
	Amount Outstanding (thousands)		Weighted Average Interest Rate		Amount Outstanding (thousands)		Weighted Average Interest Rate
Revolving credit agreement (1)	$	90,935	5.3	%	$	49,716	5.2	%

As of July 31, 2025, the outstanding balance on the credit agreement was $99.8 million. The maximum amount outstanding on the credit agreement during the year ended July 31, 2025 was $144.8 million. As of July 31, 2025, there was $198.1 million available for future borrowing, which can be increased to $1,093.1 million at the Company's option, subject to certain conditions. The credit agreement has a final maturity date of November 14, 2027. As such, borrowings are classified as long-term on the consolidated balance sheets.

~~(1)Borrowings~~The ~~under~~Company’s ~~the revolving~~ credit agreement asrequires it to maintain certain financial covenants, including a ratio of ~~July 31~~debt to trailing twelve months EBITDA, ~~2024~~as ~~included~~defined ~~USD-denominated~~in the agreement, ~~British~~of ~~pound-denominated~~not more than a 3.5 to 1.0 ratio (leverage ratio) and ~~Euro-denominated~~trailing ~~borrowings~~twelve months EBITDA to interest expense of ~~$32,000,~~not ~~$10,267~~less ~~and~~than ~~$48,668,~~a ~~respectively~~3.0 ~~The~~to ~~weighted~~1.0 ~~average~~ratio (interest ~~rate~~expense coverage ratio). As of July 31, 2025, the ~~USD-denominated~~Company was in compliance with these financial covenants, ~~British~~with ~~pound-denominated~~a ~~and~~ratio ~~Euro-denominated~~of ~~borrowings~~debt ~~was~~to ~~6.3%~~EBITDA, 6as defined by the agreements, equal to 0.3 to 1%.0 and ~~4.5%,~~the ~~respectively,~~interest asexpense ofcoverage ~~July 31,~~ratio ~~2024~~equal to 67.3 to 1.0.

~~Borrowings~~As ~~under the revolving credit agreement as~~ of July 31, ~~2023~~2025 ~~included~~and ~~USD-denominated~~2024, ~~British pound-denominated and Euro-denominated~~ borrowings ofon ~~$13,000, $10,280 and $26,436. The weighted average interest rate of~~ the ~~USD-denominated,~~credit ~~British~~agreement ~~pound-denominated~~were ~~and Euro-denominated borrowings was 6.3%, 5.8% and 4.4%, respectively,~~ as ~~of July 31, 2023.~~follows:


	July 31, 2025				July 31, 2024
	Amount Outstanding (thousands)		Weighted Average Interest Rate		Amount Outstanding (thousands)		Weighted Average Interest Rate
Revolving credit agreement (1)	$	99,766	4.0	%	$	90,935	5.3	%

(1)Borrowings under the revolving credit agreement as of July 31, 2025 included USD-denominated, British pound-denominated and Euro-denominated borrowings of $39,000, $10,588 and $50,178, respectively. The weighted average interest rate of the USD-denominated, British pound-denominated and Euro-denominated borrowings was 5.3%, 5.1% and 2.8%, respectively, as of July 31, 2025.

Borrowings under the revolving credit agreement as of July 31, 2024 included USD-denominated, British pound-denominated and Euro-denominated borrowings of $32,000, $10,267 and $48,668. The weighted average interest rate of the USD-denominated, British pound-denominated and Euro-denominated borrowings was 6.3%, 6.1% and 4.5%, respectively, as of July 31, 2024.

Due to the variable interest rate pricing of the Company's revolving debt, it is determined that the carrying value of the debt equals the fair value of the debt.

The Company had outstanding letters of credit of $12,~~766~~094 and $1,~~995~~766 at July 31, ~~2024~~2025 and ~~2023~~2024, respectively.

7. Stockholders' Equity

Information as to the Company’s capital stock as of July 31, ~~2024~~2025 and ~~2023~~2024 was as follows:

	July 31, 2024				July 31, 2023
	July 31, 2025				July 31, 2024
	Shares Authorized	Shares Issued	Amount (thousands)		Shares Authorized	Shares Issued	Amount (thousands)
Preferred Stock, $.01 par value	5,000,000				5,000,000
Cumulative Preferred Stock: 6% Cumulative	5,000				5,000
1972 Series	10,000				10,000
1979 Series	30,000				30,000
Common Stock, $.01 par value: Class A Nonvoting	100,000,000	51,261,487	$	513	100,000,000	51,261,487	$	513
Class B Voting	10,000,000	3,538,628	35		10,000,000	3,538,628	35
			$	548			$	548

Before any dividend may be paid on the Class B Common Stock, holders of the Class A Common Stock are entitled to receive an annual, noncumulative cash dividend of $0.01665 per share. Thereafter, any further dividend in that fiscal year must be paid on each share of Class A Common Stock and Class B Common Stock on an equal basis.

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Other than as required by law, holders of the Class A Common Stock are not entitled to any vote on corporate matters, unless, in each of the three preceding fiscal years, the $0.01665 preferential dividend described above has not been paid in full. Holders of the Class A Common Stock are entitled to one vote per share for the entire fiscal year immediately following the third consecutive fiscal year in which the preferential dividend is not paid in full. Holders of Class B Common Stock are entitled to one vote per share for the election of directors and for all other purposes.

Upon liquidation, dissolution or winding up of the Company, and after distribution of any amounts due to holders of Preferred Stock, if any, holders of the Class A Common Stock are entitled to receive the sum of $0.8333 per share before any payment or distribution to holders of the Class B Common Stock. Thereafter, holders of the Class B Common Stock are entitled to receive a payment or distribution of $0.8333 per share. Thereafter, holders of the Class A Common Stock and Class B Common Stock share equally in all payments or distributions upon liquidation, dissolution or winding up of the Company.

The preferences in dividends and liquidation rights of the Class A Common Stock over the Class B Common Stock will terminate at any time that the voting rights of Class A Common Stock and Class B Common Stock become equal.

40The following is a summary of other activity in stockholders’ equity during the years ended July 31, 2025, 2024, and 2023:

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	Deferred Compensation		Shares Held in Rabbi Trust, at cost		Total
Balances at July 31, 2022	$	11,055	$	(11,055)	$	—
Shares at July 31, 2022	318,285		318,285
Sale of shares at cost	$	(739)	$	739	$	—
Purchase of shares at cost	1,067		(1,067)		—
Balances at July 31, 2023	$	11,383	$	(11,383)	$	—
Shares at July 31, 2023	318,198		318,198
Sale of shares at cost	$	(889)	$	889	$	—
Purchase of shares at cost	1,217		(1,217)		—
Balances at July 31, 2024	$	11,711	$	(11,711)	$	—
Shares at July 31, 2024	312,124		312,124
Sale of shares at cost	$	(556)	$	556	$	—
Purchase of shares at cost	1,384		(1,384)		—
Balances at July 31, 2025	$	12,539	$	(12,539)	$	—
Shares at July 31, 2025	313,467		313,467

The following is a summary of other activity in stockholders’ equity during the years ended July 31, 2024, 2023, and 2022:

	Deferred Compensation		Shares Held in Rabbi Trust, at cost		Total
Balances at July 31, 2021	$	10,534	$	(10,534)	$	—
Shares at July 31, 2021	315,916		315,916
Sale of shares at cost	$	(721)	$	721	$	—
Purchase of shares at cost	1,242		(1,242)		—
Balances at July 31, 2022	$	11,055	$	(11,055)	$	—
Shares at July 31, 2022	318,285		318,285
Sale of shares at cost	$	(739)	$	739	$	—
Purchase of shares at cost	1,067		(1,067)		—
Balances at July 31, 2023	$	11,383	$	(11,383)	$	—
Shares at July 31, 2023	318,198		318,198
Sale of shares at cost	$	(889)	$	889	$	—
Purchase of shares at cost	1,217		(1,217)		—
Balances at July 31, 2024	$	11,711	$	(11,711)	$	—
Shares at July 31, 2024	312,124		312,124

Deferred Compensation Plans

The Company has two deferred compensation plans, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan that allow for compensation to be deferred into either the Company's Class A Nonvoting Common Stock or into other investment funds. Neither plan allows funds to be transferred between the Company's Class A Nonvoting Common Stock and the other investment funds.

At July 31, ~~2024~~2025, the deferred compensation balance in stockholders’ equity represents the investment at the original cost of shares held in the Company’s Class A Nonvoting Common Stock for the deferred compensation plans. The balance of shares held in the Rabbi Trust represents the investment in the Company’s Class A Nonvoting Common Stock at the original cost of all the Company’s Class A Nonvoting Common Stock held in deferred compensation plans.

Incentive Stock Plans

The Company has an incentive stock plan under which the Board of Directors may grant nonqualified stock options to purchase shares of Class A Nonvoting Common Stock, restricted stock units ("RSUs"), performance-based restricted stock units ("PRSUs"), or restricted and unrestricted shares of Class A Nonvoting Common Stock to employees and non-employee directors. Certain awards may be subject to pre-established performance goals. The majority of the Company’s annual share-based awards are granted in the first quarter of the fiscal year.

As of July 31, 2024, the Company has reserved 1,474,258 shares of Class A Nonvoting Common Stock for outstanding stock options and RSUs and 4,862,004 shares of Class A Nonvoting Common Stock remain for future issuance of stock options and restricted and unrestricted shares under the active plans. The Company uses treasury stock or will issue new Class A Nonvoting Common Stock to deliver shares under these plans.

Total stock-based compensation expense recognized during the years ended July 31, 2024, 2023, and 2022, was $7,361, $7,508, and $10,504, respectively. The total income tax benefit recognized in the consolidated statements of income was $1,014, $1,497 and $507 during the years ended July 31, 2024, 2023, and 2022, respectively.

Stock Options

The stock options issued under the plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and generally vest ratably over a three-year period, with one-third becoming exercisable one year after the grant date and one-third additional in each of the succeeding two years. Options issued under the plan, referred to herein as “time-based” options, generally expire 10 years from the date of grant.

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~~The~~Incentive ~~Company~~Stock has estimated the fair value of its time-based stock option awards granted during the years ended July 31, 2024, 2023, and 2022, using the Black-Scholes option valuation model. The weighted-average assumptions used in the Black-Scholes valuation model are reflected in the following table:Plans

Black-Scholes Option Valuation Assumptions	2024		2023		2022
Expected term (in years)	5.40		5.71		6.23
Expected volatility	30.23	%	29.64	%	30.04	%
Expected dividend yield	1.89	%	2.01	%	2.26	%
Risk-free interest rate	4.72	%	3.66	%	1.27	%

The Company has an incentive stock plan under which the Board of Directors may grant nonqualified stock options to purchase shares of Class A Nonvoting Common Stock, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), or restricted and unrestricted shares of Class A Nonvoting Common Stock to employees and non-employee directors. Certain awards may be subject to pre-established performance goals. The majority of the Company’s annual share-based awards are granted in the first quarter of the fiscal year.

~~The~~As ~~following~~of isJuly 31, a2025, ~~summary~~the Company has reserved 1,367,247 shares of Class A Nonvoting Common Stock for outstanding stock ~~option~~options ~~activity~~and RSUs and 4,721,007 shares of Class A Nonvoting Common Stock remain for future issuance of stock options and restricted and unrestricted shares under the ~~year~~active ~~ended~~plans. ~~July~~The Company uses treasury stock or will issue new Class ~~31,~~A ~~2024:~~Nonvoting Common Stock to deliver shares under these plans.

Time-Based Options	Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of July 31, 2023	1,546,783	$	42.05
Granted	53,062	54.74
Exercised	(352,983)	35.20
Forfeited	(24,816)	48.08
Outstanding as of July 31, 2024	1,222,046	$	44.46	5.5	$	33,087
Exercisable as of July 31, 2024	1,038,471	$	43.70	5.1	$	28,906

Total stock-based compensation expense recognized during the years ended July 31, 2025, 2024, and 2023, was $11,882, $7,361, and $7,508, respectively. The total income tax benefit recognized in the consolidated statements of income was $1,526, $1,014 and $1,497 during the years ended July 31, 2025, 2024, and 2023, respectively.

Stock Options

The Company has estimated the fair value of its time-based stock option awards granted during the years ended July 31, 2024 and 2023 using the Black-Scholes option valuation model. The weighted-average assumptions used in the Black-Scholes valuation model are reflected in the following table:


Black-Scholes Option Valuation Assumptions	2024		2023
Expected term (in years)	5.40		5.71
Expected volatility	30.23	%	29.64	%
Expected dividend yield	1.89	%	2.01	%
Risk-free interest rate	4.72	%	3.66	%

The following is a summary of stock option activity for the year ended July 31, 2025:


Time-Based Options	Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of July 31, 2024	1,222,046	$	44.46
Granted	—	—
Exercised	(159,713)	39.37
Forfeited	(10,019)	51.08
Outstanding as of July 31, 2025	1,052,314	$	45.17	4.6	$	26,585
Exercisable as of July 31, 2025	1,001,583	$	44.98	4.5	$	25,497

The following table summarizes additional stock option information:

2024

2023

2022

2025

2024

2023

Weighted-average fair value of options granted during the period

~~16.41~~—

1216.1441

1112.5514

Intrinsic value of options exercised during the period (in thousands)

85,~~860~~559

18,~~822~~860

41,~~269~~822

Fair value of options vested during the period (in thousands)

21,~~020~~529

32,~~384~~020

23,~~446~~384

Cash received from the exercise of stock options during the period (in thousands)

86,~~186~~171

48,~~091~~186

14,~~082~~091

Tax benefit on options exercised during the period (in thousands)

21,~~215~~390

~~455~~2,215

~~1,067~~455

As of July 31, 2024, total unrecognized compensation cost related to options that are expected to vest was $911 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.6 years.

RSUs

RSUs issued under the plan have a grant date fair value equal to the market price of the Company's stock at the date of grant and generally vest ratably over three years, with one-third vesting one year after the grant date and one-third additional in each of the succeeding two years.

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~~The~~As ~~following~~of ~~tables~~July 31, ~~summarize~~2025, ~~the~~total ~~RSU~~unrecognized ~~activity~~compensation ~~during~~cost ~~the~~related ~~year~~to ~~ended~~options ~~July 31~~that are expected to vest was $269 pre-tax, ~~2024:~~net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 0.9 years.

RSUs	Shares	Weighted Average Grant Date Fair Value
Non-vested RSUs as of July 31, 2023	133,868	$	46.55
Granted	95,145	55.43
Vested	(69,001)	45.98
Forfeited	(11,021)	50.36
Non-vested RSUs as of July 31, 2024	148,991	$	52.20

RSUs

~~The~~ RSUs ~~granted~~issued ~~during~~under the ~~years~~plan ~~ended~~have ~~July 31,~~a ~~2023~~grant date fair value equal to the market price of the Company's stock at the date of grant and ~~2022,~~generally ~~had~~vest aratably ~~weighted~~over three years, with one-~~average~~third vesting one year after the grant- date ~~fair~~and ~~value~~one-third additional in each of ~~$45.22~~the ~~and~~succeeding ~~$48.96,~~two ~~respectively~~years.

The ~~total~~following ~~fair~~tables ~~value~~summarize ofthe ~~time-based~~RSU ~~RSUs~~activity ~~vested~~ during the ~~years~~year ended July 31, ~~2024, 2023 and 2022, was $3,888, $3,734, and $3,669, respectively.~~2025:

As of July 31, 2024, total unrecognized compensation cost related to RSUs that are expected to vest was $3,178 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.9 years.


RSUs	Shares	Weighted Average Grant Date Fair Value
Non-vested RSUs as of July 31, 2024	148,991	$	52.20
Granted	96,322	74.35
Vested	(72,979)	50.96
Forfeited	(9,667)	63.69
Non-vested RSUs as of July 31, 2025	162,667	$	65.19

The RSUs granted during the years ended July 31, 2024 and 2023, had a weighted-average grant-date fair value of $55.43 and $45.22, respectively.

The total fair value of time-based RSUs vested during the years ended July 31, 2025, 2024 and 2023, was $5,350, $3,888, and $3,734, respectively.

As of July 31, 2025, total unrecognized compensation cost related to RSUs that are expected to vest was $4,107 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.9 years.

PRSUs

PRSUs are contingent on the achievement of predetermined market and performance targets. The PRSUs granted under the plan vest at the end of a three-year performance period provided the service period and specified performance targets are met. For the PRSUs granted during the ~~year~~years ended July 31, 2025 and 2024, awards will vest based on achievement of performance conditions relating to Company revenue and diluted EPS targets. For the PRSUs granted during the ~~years~~year ended July 31, 2023 ~~and 2022~~, the vesting criteria for 50% of the grant is based upon the Company's total shareholder return ("“TSR"”) relative to the S&P 600 SmallCap Industrials Index over a three-year performance period, and the vesting criteria for the remaining 50% of the grant is based upon Company revenue targets.

The PRSUs granted during the year ended July 31, ~~2024~~2025 had a fair value determined by the average of the high and low stock price on the date of grant.

The following tables summarize the PRSU activity during the year ended July 31, ~~2024~~2025:

PRSUs	Shares	Weighted Average Grant Date Fair Value
Non-vested PRSUs as of July 31, 2023	63,448	$	58.39
Granted	65,956	51.16
Vested	(2,786)	60.73
Forfeited	(23,397)	59.47
Non-vested PRSUs as of July 31, 2024	103,221	$	53.46
Granted	61,981	71.24
Vested	(8,098)	64.44
Forfeited	(4,838)	58.80
Non-vested PRSUs as of July 31, 2025	152,266	$	59.92

The PRSUs granted during the year ended July 31, ~~2023~~2024 and ~~2022~~2023, had a weighted-average grant-date fair value of $5551.7716 and $6155.7677, respectively. The total fair value of PRSUs vested during the years ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, was $~~141~~595, $~~889~~141, and $4889,~~098,~~ respectively.

As of July 31, 2024, total unrecognized compensation cost related to PRSUs that are expected to vest was $3,227 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.9 years.

8. Accumulated Other Comprehensive Loss

Other comprehensive loss consists of foreign currency translation adjustments which includes net investment hedges and long-term intercompany loan translation adjustments, unrealized gains from cash flow hedges, and the unamortized gain on post-retirement plans, net of their related tax effects.

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As of July 31, 2025, total unrecognized compensation cost related to PRSUs that are expected to vest was $5,093 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.7 years.

8. Accumulated Other Comprehensive Loss

Other comprehensive loss consists of foreign currency translation adjustments which includes net investment hedges and long-term intercompany loan translation adjustments, unrealized gains or losses from cash flow hedges, and the unamortized gain on post-retirement plans, net of their related tax effects.

The following table illustrates the changes in the balances of each component of accumulated other comprehensive loss, net of tax, for the periods presented:

	Unrealized gain on cash flow hedges		Unamortized gain on postretirement plans		Foreign currency translation adjustments		Accumulated other comprehensive loss
	Unrealized gain (loss) on cash flow hedges		Unamortized gain on postretirement plans		Foreign currency translation adjustments		Accumulated other comprehensive loss
Ending balance, July 31, 2022	$	954	$	1,436	$	(111,467)	$	(109,077)
Other comprehensive income (loss) before reclassification	2,292		(352)		16,009		17,949
Amounts reclassified from accumulated other comprehensive loss	(1,605)		(328)		—		(1,933)
Ending balance, July 31, 2023	$	1,641	$	756	$	(95,458)	$	(93,061)
Other comprehensive (loss) income before reclassification	(124)		160		(14,477)		(14,441)
Amounts reclassified from accumulated other comprehensive loss	(1,666)		(454)		—		(2,120)
Ending balance, July 31, 2024	$	(149)	$	462	$	(109,935)	$	(109,622)
Other comprehensive (loss) income before reclassification	(691)		(3)		18,165		17,471
Amounts reclassified from accumulated other comprehensive loss	446		(454)		—		(8)
Ending balance, July 31, 2025	$	(394)	$	5	$	(91,770)	$	(92,159)

The ~~increase~~decrease in accumulated other comprehensive loss as of July 31, ~~2024~~2025 compared to July 31, ~~2023~~2024 was primarily due to the ~~appreciation~~depreciation of the U.S. dollar against certain other currencies during the fiscal year. Of the amounts reclassified from accumulated other comprehensive loss during the years ended July 31, ~~2024~~2025 and ~~2023~~2024, unrealized gains or losses on cash flow hedges were reclassified into "“Cost of goods sold"” and net unamortized gains on post-retirement plans were reclassified into "“Investment and other income"” on the ~~Consolidated~~consolidated ~~Statements~~statements of ~~Income~~income.

The following table illustrates the income tax benefit (expense) on the components of other comprehensive (loss) income:

	Years Ended July 31,
	2024		2023		2022
	2025		2024		2023
Income tax (expense) benefit related to items of other comprehensive (loss) income:
Income tax benefit (expense) related to items of other comprehensive income (loss):
Cash flow hedges	$	~~(86)~~124	$	~~147~~(86)	$	~~(148)~~147
Pension and other post-retirement benefits	84163		~~202~~84		~~167~~202
Other income tax adjustments and currency translation	—		—		505
Income tax benefit (expense) related to items of other comprehensive income (loss)	$	287	$	(2)	$	349
Income tax (expense) benefit related to items of other comprehensive (loss) income	$	(2)	$	349	$	524

9. Revenue Recognition

The Company recognizes revenue when control of the product or service transfers to the customer at an amount that represents the consideration expected to be received in exchange for those products and services.

Nature of Products

The Company’s revenues are primarily from the sale of identification solutions and workplace safety products that are shipped and billed to customers. All revenue is from contracts with customers and is included in “Net sales” on the ~~Consolidated~~consolidated ~~Statements~~statements of ~~Income~~income. ~~See Note 10 “Segment Information” for the Company’s disaggregated revenue disclosure.~~

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Performance Obligations

The Company’s contracts with customers consist of purchase orders, which in some cases are governed by master supply or distributor agreements. For each contract, the Company considers the commitment to transfer tangible products, which are generally capable of being distinct, to be separate performance obligations.

The majority of the Company's revenue is earned and recognized at a point in time through ship-and-bill performance obligations where the customer typically obtains control of the product upon shipment or delivery, depending on freight terms. The Company considers control to have transferred if legal title, physical possession, and the significant risks and rewards of ownership of the asset have transferred to the customer and the Company has a present right to payment. In almost all cases, control transfers once a product is shipped or delivered, as this is when the customer is able to direct and obtain substantially all of the remaining benefits associated with use of the asset.

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Transaction Price and Variable Consideration

Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for the transfer of product to a customer. The transaction price is generally the price stated in the contract specific for each item sold, adjusted for all applicable variable considerations. Variable consideration generally includes discounts, returns, credits, rebates, or other allowances that reduce the transaction price. Certain discounts and price assurances are fixed and known at the time of sale.

The Company estimates the amount of variable consideration and reduces the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The expected value method is used to estimate expected returns and allowances based on historical experience. The most likely amount method is used to estimate customer rebates, which are offered retrospectively and typically defined in the master supply or distributor agreement.

Payment Terms

While the Company’s standard payment terms are net 30 days, the specific payment terms and conditions in its contracts with customers vary by type and location of the customer. Cash discounts may be offered to certain customers. The Company has payment terms in its contracts with customers of less than one year, and therefore, does not recognize the time value of money or any financing component of such contracts.

Warranties

The Company offers standard warranty coverage on substantially all products which provides the customer with assurance that the product will function as intended. This standard warranty coverage is accounted for as an assurance warranty and is not considered to be a separate performance obligation. The Company records a liability for product warranty obligations at the time of sale based on historical warranty experience that is included in cost of goods sold.

The Company also offers extended warranty coverage for certain products, which it accounts for as service warranties. In most cases, the extended service warranty is included in the sales price of the product and is not sold separately. The Company considers the extended service warranty to be a separate performance obligation and allocates a portion of the transaction price to the service warranty based on the estimated stand-alone selling price. At the time of sale, the extended warranty transaction price is recorded as deferred revenue on the ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets and is recognized on a straight-line basis over the life of the service warranty period. The deferred revenue is considered a contract liability as the Company has a right to payment at the time the product with the related extended service warranty is shipped or delivered and therefore, payment is received in advance of the Company's performance.

Contract Balances

The balance of contract liabilities associated with service warranty performance obligations was $23,~~947~~060 and $2,~~757~~947 as of July 31, ~~2024~~2025 and ~~2023~~2024, respectively. This also represents the amount of unsatisfied performance obligations related to contracts that extend beyond one year. The current portion and non-current portion of contract liabilities are included in “Other current liabilities” and “Other liabilities,"” respectively, on the accompanying ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets. During the year ended July 31, ~~2024~~2025, the Company recognized revenue of $1,~~329~~373 that was included in the contract liability balance at the beginning of the period from the amortization of extended service warranties. Of the contract liability balance outstanding at July 31, ~~2024~~2025, the Company expects to recognize 4142% by the end of fiscal ~~2025~~2026, an additional 28% by the end of fiscal ~~2026~~2027, and the balance thereafter.

Costs of Obtaining a Contract

The Company expenses incremental direct costs of obtaining a contract (e.g., sales commissions) when incurred because the amortization period is generally twelve months or less. Contract costs are included in "Selling, general and administrative expense" on the Consolidated Statements of Income.

10. Segment Information

The Company is organized and managed within two regions: Americas & Asia and Europe & Australia, which are the reportable segments. The Company evaluates short-term segment performance based on segment profit and customer sales. Gain or loss on sale of businesses, interest expense, investment and other income, income taxes, and certain corporate administrative expenses are excluded when evaluating segment performance.

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~~The~~Costs ~~following~~of isObtaining a ~~summary of segment information as of and for the years ended July 31, 2024, 2023 and 2022:~~Contract

	2024		2023		2022
Net sales:
Americas & Asia:
Americas	$	784,576	$	787,426	$	750,391
Asia	101,952		101,431		110,693
Total	$	886,528	$	888,857	$	861,084
Europe & Australia:
Europe	399,462		387,743		388,618
Australia	55,403		55,263		52,360
Total	$	454,865	$	443,006	$	440,978
Total Company	$	1,341,393	$	1,331,863	$	1,302,062
Depreciation & amortization:
Americas & Asia	$	22,716	$	25,269	$	26,950
Europe & Australia	7,157		7,101		7,232
Total Company	$	29,873	$	32,370	$	34,182
Segment profit:
Americas & Asia	$	196,842	$	180,503	$	157,307
Europe & Australia	70,612		65,742		63,058
Total Company	$	267,454	$	246,245	$	220,365
Assets:
Americas & Asia	$	849,844	$	829,562	$	868,922
Europe & Australia	415,607		408,163		384,341
Corporate	250,118		151,532		114,069
Total Company	$	1,515,569	$	1,389,257	$	1,367,332
Expenditures for property, plant & equipment:
Americas & Asia	$	54,460	$	13,256	$	24,051
Europe & Australia	25,432		5,970		19,087
Total Company	$	79,892	$	19,226	$	43,138

The Company expenses incremental direct costs of obtaining a contract (e.g., sales commissions) when incurred because the amortization period is generally twelve months or less. Contract costs are included in “Selling, general and administrative expense” on the consolidated statements of income.

~~The~~Disaggregation ~~following is a reconciliation~~ of ~~segment profit to income before income taxes for the years ended July 31, 2024, 2023 and 2022:~~Revenue

	Years Ended July 31,
	2024		2023		2022
Total profit from reportable segments	$	267,454	$	246,245	$	220,365
Unallocated costs:
Administrative costs	(24,040)		(24,802)		(27,353)
Gain on sale of business	—		3,770		—
Investment and other income	7,553		4,022		244
Interest expense	(3,126)		(3,539)		(1,276)
Income before income taxes	$	247,841	$	225,696	$	191,980

The following is a summary of the Company's revenue by geographic region within the reportable segments. See Note 10 “Segment Information” for information on the Company's reportable segments.


	2025		2024		2023
Net sales:
Americas & Asia:
Americas	$	862,703	$	784,576	$	787,426
Asia	131,012		101,952		101,431
Total	$	993,715	$	886,528	$	888,857
Europe & Australia:
Europe	463,582		399,462		387,743
Australia	56,308		55,403		55,263
Total	$	519,890	$	454,865	$	443,006
Total Company	$	1,513,605	$	1,341,393	$	1,331,863

The following is a summary of sales by product category for the years ended July 31, 2025, 2024 and 2023:


	Years Ended July 31,
	2025		2024		2023
Safety and Facility Identification	$	611,242	$	607,235	$	608,938
Product Identification	428,655		274,429		259,164
Wire Identification	247,933		228,415		209,284
Healthcare Identification	140,612		141,767		145,225
People Identification	85,163		89,547		109,252
Total Company	$	1,513,605	$	1,341,393	$	1,331,863

During fiscal 2025, sales from Gravotech, AB&R and Microfluidic Solutions were included in the product identification category.

During fiscal 2024, the Company divested operations related to the safety and facility identification product line, while in fiscal 2023, the divested business was associated with the people identification product line.

10. Segment Information

The Company is organized and managed within two regions: Americas & Asia and Europe & Australia, which are the reportable segments. The Company's Chief Executive Officer (“CEO”), who is also the Company's Chief Operating Decision Maker (“CODM”), uses segment profit in measuring segment performance, allocating resources, evaluating performance in periodic reviews, and during the development of the annual budget and the regular forecasting process. The CODM considers budget-to-actual variances on a quarterly basis, as well as segment-specific forecasting, when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses the segment's net sales in measuring segment performance.

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The following is a summary of ~~sales~~segment byinformation ~~product~~as ~~category~~of and for the years ended July 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023:

	Years Ended July 31,
	2025		2024		2023
	2024		2023		2022
Americas & Asia
Safety and Facility Identification	$	607,235	$	608,938	$	581,914
Net sales	$	993,715	$	886,528	$	888,857
Product Identification	274,429		259,164		275,836
Cost of goods sold	490,670		430,265		449,784
Wire Identification	228,415		209,284		203,919
Gross margin	503,045		456,263		439,073
Healthcare Identification	141,767		145,225		135,364
Segment expenses:
People Identification	89,547		109,252		105,029
Research and development	55,862		48,715		45,172
Total Company	$	1,341,393	$	1,331,863	$	1,302,062
Selling, general and administrative	237,417		210,706		213,398
Total segment expenses	293,279		259,421		258,570
Segment profit	$	209,766	$	196,842	$	180,503
Europe & Australia
Net sales	$	519,890	$	454,865	$	443,006
Cost of goods sold	262,113		223,244		224,804
Gross margin	257,777		231,621		218,202
Segment expenses:
Research and development	24,027		19,033		16,193
Selling, general and administrative	176,809		141,976		136,267
Total segment expenses	200,836		161,009		152,460
Segment profit	$	56,941	$	70,612	$	65,742
Total profit from reportable segments	$	266,707	$	267,454	$	246,245
Reconciliation to income before income taxes
Total profit from reportable segments	$	266,707	$	267,454	$	246,245
Unallocated costs:
Administrative costs	(30,069)		(24,040)		(24,802)
Gain on sale of business	—		—		3,770
Investment and other income	5,206		7,553		4,022
Interest expense	(4,747)		(3,126)		(3,539)
Income before income taxes	$	237,097	$	247,841	$	225,696
Other Segment Information
Depreciation & amortization:
Americas & Asia	$	26,373	$	22,716	$	25,269
Europe & Australia	14,266		7,157		7,101
Total Company	$	40,639	$	29,873	$	32,370
Assets:
Americas & Asia	$	982,000	$	849,844	$	829,562
Europe & Australia	577,904		415,607		408,163
Corporate	174,349		250,118		151,532
Total Company	$	1,734,253	$	1,515,569	$	1,389,257
Expenditures for property, plant & equipment:
Americas & Asia	$	18,595	$	54,460	$	13,256
Europe & Australia	8,982		25,432		5,970
Total Company	$	27,577	$	79,892	$	19,226

The following is a summary of sales and long-lived assets by geographic region for the years ended July 31, 2024, 2023 and 2022:

	Revenues*Years Ended July 31,						Long-Lived Assets**As of July 31,
	2024		2023		2022		2024		2023		2022
Geographic information:
United States	$	783,775	$	790,596	$	764,930	$	515,193	$	524,258	$	543,187
Other	631,748		610,553		613,433		360,519		302,321		288,477
Eliminations	(74,130)		(69,286)		(76,301)		—		—		—
Consolidated total	$	1,341,393	$	1,331,863	$	1,302,062	$	875,712	$	826,579	$	831,664
* Revenues are attributed based on country of origin.
** Long-lived assets consist of property, plant and equipment, goodwill, other intangible assets, and operating lease assets.

11. Income Taxes

Income before income taxes consists of the following:

	Years Ended July 31,
	2024		2023		2022
United States	$	111,647	$	92,053	$	92,985
Other Nations	136,194		133,643		98,995
Total	$	247,841	$	225,696	$	191,980

Income before income taxes in the United States increased to $111,647 in fiscal 2024 from $92,053 in fiscal 2023 primarily due to organic sales growth and improved gross profit margin.

The increase in income before income taxes in Other Nations to $133,643 in fiscal 2023 from $98,995 in fiscal 2022 was primarily due to intercompany royalty payments to the United States that occurred in fiscal 2023 which reduced Other Nations income before income taxes by $32,857.

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The following is a summary of sales and long-lived assets by geographic region for the years ended July 31, 2025, 2024 and 2023:


	Revenues* Years Ended July 31,						Long-Lived Assets** As of July 31,
	2025		2024		2023		2025		2024		2023
Geographic information:
United States	$	847,336	$	783,775	$	790,596	$	591,586	$	515,193	$	524,258
Other	747,289		631,748		610,553		474,727		360,519		302,321
Eliminations	(81,020)		(74,130)		(69,286)		—		—		—
Consolidated total	$	1,513,605	$	1,341,393	$	1,331,863	$	1,066,313	$	875,712	$	826,579

* Revenues are attributed based on country of origin.
** Long-lived assets consist of property, plant and equipment, goodwill, other intangible assets, and operating lease assets.

11. Income Taxes

Income before income taxes consists of the following:


	Years Ended July 31,
	2025		2024		2023
United States	$	120,323	$	111,647	$	92,053
Other Nations	116,774		136,194		133,643
Total	$	237,097	$	247,841	$	225,696

Income tax expense consists of the following:

Years Ended July 31,

2024

2023

2022

2025

2024

2023

Current income tax expense:

United States

2221,~~637~~573

2622,~~324~~637

826,~~639~~324

Other Nations

3229,~~121~~576

3132,~~093~~121

31,~~851~~093

States (U.S.)

54,~~267~~315

5,~~894~~267

35,~~156~~894

6055,~~025~~464

6360,~~311~~025

4363,~~646~~311

Deferred income tax (benefit) expense:

United States

(72,~~999~~667)

(107,~~577~~999)

~~970~~(10,577)

Other Nations

(~~133~~3,640)

~~251~~(133)

~~(2,377)~~251

States (U.S.)

(1,~~267~~316)

(21,~~146~~267)

(~~238~~2,146)

(97,~~399~~623)

(129,~~472~~399)

(112,~~645~~472)

Total income tax expense

5047,~~626~~841

50,~~839~~626

4250,~~001~~839

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The tax effects of temporary differences are as follows as of July 31, ~~2024~~2025 and ~~2023~~2024:


	July 31, 2025
	Assets		Liabilities		Total
Inventories	$	9,147	$	(59)	$	9,088
Employee compensation and benefits	8,982		—		8,982
Accounts receivable	1,772		—		1,772
Fixed assets	8,610		(8,085)		525
Intangible assets	722		(63,886)		(63,164)
Capitalized R&D expenditures	30,525		—		30,525
Deferred and equity-based compensation	9,413		—		9,413
Postretirement benefits	3,336		(252)		3,084
Tax credit and net operating loss carry-forwards	84,160		—		84,160
Valuation allowances	(82,180)		—		(82,180)
Other, net	26,959		(14,067)		12,892
Total	$	101,446	$	(86,349)	$	15,097


	July 31, 2024
	Assets		Liabilities		Total
Inventories	$	7,462	$	(59)	$	7,403
Employee compensation and benefits	9,248		—		9,248
Accounts receivable	1,828		—		1,828
Fixed assets	3,507		(8,148)		(4,641)
Intangible assets	639		(48,248)		(47,609)
Capitalized R&D expenditures	20,252		—		20,252
Deferred and equity-based compensation	9,071		—		9,071
Postretirement benefits	2,463		(52)		2,411
Tax credit and net operating loss carry-forwards	43,929		—		43,929
Valuation allowances	(47,224)		—		(47,224)
Other, net	20,346		(5,462)		14,884
Total	$	71,521	$	(61,969)	$	9,552

	July 31, 2023
	Assets		Liabilities		Total
Inventories	$	8,526	$	(64)	$	8,462
Employee compensation and benefits	8,556		—		8,556
Accounts receivable	2,202		—		2,202
Fixed assets	3,118		(9,238)		(6,120)
Intangible assets	760		(49,267)		(48,507)
Capitalized R&D expenditures	9,986		—		9,986
Deferred and equity-based compensation	9,937		—		9,937
Postretirement benefits	2,683		(100)		2,583
Tax credit and net operating loss carry-forwards	51,387		—		51,387
Valuation allowances	(52,750)		—		(52,750)
Other, net	19,826		(4,798)		15,028
Total	$	64,231	$	(63,467)	$	764

Tax credit carry-forwards as of July 31, 2025 consist of the following:

~~Tax~~•Foreign ~~credit~~net operating loss carry-forwards asof $204,016, of ~~July 31~~which $178,936 ~~2024~~have ~~consist~~no ofexpiration date and the ~~following:~~remainder of which expire from fiscal 2026 to fiscal 2035.

•~~Foreign~~State net operating loss carry-forwards of $8922,~~282~~423, ofall ~~which $69,753 have no expiration date and the remainder~~ of which expire ~~from~~in fiscal ~~2025 to fiscal 2040~~2032.

•~~State~~Foreign ~~net~~tax ~~operating~~credit ~~loss~~ carry-forwards of $2416,~~527~~919, of which ~~$2,103~~expire ~~have~~from nofiscal ~~expiration~~2026 ~~date~~to ~~and the remainder of which expire in~~ fiscal ~~2032~~2035.

•~~Foreign~~State ~~tax~~ credit carry-forwards of $1613,~~054~~955, which expire from fiscal ~~2025~~2026 to fiscal ~~2034~~2040.

•State credit carry-forwards of $13,635, which expire from fiscal 2025 to fiscal 2039.

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Rate Reconciliation

A reconciliation of the income tax rate computed by applying the statutory U.S. federal income tax rate to income before income taxes to the total income tax expense is as follows:

	Years Ended July 31,
	2024		2023		2022
	2025		2024		2023
Tax at statutory rate	21.0	%	21.0	%	21.0	%
International rate differential (1)	0.78	%	10.7	%	41.27	%
Adjustments to tax accruals and reserves	(0.29)	%	0.2	%	(0.1)2	%
Research and development tax credits	(1.69)	%	(1.36)	%	(1.63)	%
Valuation allowance against foreign tax credits and foreign net operating loss carry-forwards	0.23	%	10.2	%	(1.2)	%
Deferred tax and other adjustments, net	(0.1)	%	(0.3)	%	(0.4)	%
Other adjustments, net	0.9	%	(0.1)	%	(0.3)	%
Income tax rate	20.42	%	2220.54	%	2122.95	%

(1)Represents the foreign income tax rate differential when compared to the U.S. statutory income tax rate for the years ended July 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023.

Uncertain Tax Positions

The Company follows the guidance in ASC 740, "“Income Taxes"” regarding uncertain tax positions. The guidance requires application of a more-likely-than-not threshold to the recognition and de-recognition of income tax positions. A reconciliation of unrecognized tax benefits (excluding interest and penalties) is as follows:

Balance as of July 31, 2021	$	21,912
Additions based on tax positions related to the current year	3,233
Additions for tax positions of prior years	435
Reductions for tax positions of prior years	(122)
Lapse of statute of limitations	(3,226)
Settlements with tax authorities	(1,129)
Cumulative translation adjustments and other	(539)
Balance as of July 31, 2022	$	20,564
Additions based on tax positions related to the current year	2,902
Additions for tax positions of prior years	792
Reductions for tax positions of prior years	(19)
Lapse of statute of limitations	(2,682)
Settlements with tax authorities	(782)
Cumulative translation adjustments and other	124
Balance as of July 31, 2023	$	20,899
Additions based on tax positions related to the current year	3,130
Additions for tax positions of prior years	1,594
Reductions for tax positions of prior years	(43)
Lapse of statute of limitations	(2,666)
Settlements with tax authorities	(257)
Cumulative translation adjustments and other	(67)
Balance as of July 31, 2024	$	22,590
Additions based on tax positions related to the current year	3,583
Additions for tax positions of prior years (1)	1,035
Reductions for tax positions of prior years	(1,616)
Lapse of statute of limitations	(4,111)
Settlements with tax authorities	(88)
Cumulative translation adjustments and other	409
Balance as of July 31, 2025	$	21,802

Of(1) ~~the~~Includes ~~$22,590 of unrecognized tax benefits, if recognized, $19,350 would affect the Company's income tax rate~~acquisitions. The Company has classified $19,527 and $17,587, excluding interest and penalties, of the reserve for uncertain tax positions in "Other liabilities" on the Consolidated Balance Sheets as of July 31, 2024 and 2023, respectively. The Company has classified $3,063 and $3,312, excluding interest and penalties, as a reduction of long-term deferred income tax assets on the accompanying Consolidated Balance Sheets as of July 31, 2024 and 2023, respectively.

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~~Interest~~Of ~~expense is recognized on~~ the ~~amount~~$21,802 of ~~potentially~~unrecognized ~~underpaid taxes associated with the Company's~~ tax ~~positions~~benefits, ~~beginning~~if ~~in the first period in which interest starts accruing under the respective tax law and continuing until the tax positions are settled. The Company~~ recognized ~~interest expense of $893~~, $~~700~~18,318 ~~and~~would ~~$701~~affect on the ~~reserve~~Company's ~~for~~income ~~uncertain~~ tax ~~positions during the years ended July 31, 2024, 2023, and 2022, respectively~~rate. The Company ~~also~~has ~~recognized~~classified ~~benefits related to penalties of~~ $3818,502 ~~$281,~~ and $~~82 during the years ended July 31~~19, ~~2024~~527, ~~2023,~~excluding interest and ~~2022~~penalties, ~~respectively. These amounts are net~~ of ~~reversals~~the ~~due~~reserve ~~to reductions~~ for uncertain tax positions ofin ~~prior~~“Other ~~years,~~liabilities” ~~statute~~on ofthe ~~limitations,~~consolidated ~~and~~balance ~~settlements.~~sheets Atas of July 31, ~~2024~~2025 and ~~2023~~2024, ~~the~~respectively. The Company ~~had~~has classified $43,~~448~~300 and $3,~~581~~063, ~~respectively,~~excluding ~~accrued for~~ interest onand ~~unrecognized~~penalties, ~~tax~~as ~~benefits.~~a ~~Penalties~~reduction ~~are~~of ~~accrued~~long-term ifdeferred ~~the~~income tax ~~position~~assets ~~does~~on ~~not meet~~ the ~~minimum~~accompanying ~~statutory~~consolidated ~~threshold~~balance tosheets ~~avoid~~as ~~the payment~~ of ~~a penalty. At~~ July 31, ~~2024~~2025 and ~~2023~~2024, ~~the Company had $1,631 and $1,674,~~ respectively~~, accrued for penalties on unrecognized tax benefits~~. ~~Interest expense and penalties are recorded as a component of "Income tax expense" in the Consolidated Statements of Income.~~

~~The~~Interest expense is recognized on the amount of potentially underpaid taxes associated with the Company's ~~estimates~~tax ~~that~~positions, itbeginning isin ~~reasonably~~the ~~possible~~first ~~that~~period in which interest starts accruing under the ~~unrecognized~~respective tax ~~benefits~~law ~~may~~and becontinuing ~~reduced~~until bythe uptax topositions are settled. The Company recognized interest expense of $4299,~~151~~ in$893, and $700 on the ~~next~~reserve 12for ~~months~~uncertain astax apositions ~~result~~during the years ended July 31, 2025, 2024, and 2023, respectively. The Company also recognized benefits related to penalties of $120, $38, and $281 during the ~~resolution~~years ended July 31, 2025, 2024, and 2023, respectively. These amounts are net of ~~worldwide~~reversals due to reductions for tax ~~matters~~positions of prior years, ~~tax~~statute ~~audit~~of limitations, and settlements. At July 31, ~~amended~~2025 ~~tax~~and ~~filings~~2024, the Company had $4,740 and~~/or~~ $4,448, respectively, accrued for interest on unrecognized tax benefits. Penalties are accrued if the ~~expiration~~tax ofposition ~~statute~~does not meet the minimum statutory threshold to avoid the payment of ~~limitations~~a penalty. At July 31, ~~all~~2025 ofand ~~which~~2024, ifthe ~~recognized~~Company had $1,893 ~~would~~and ~~result~~$1,631, inrespectively, anaccrued ~~income~~for penalties on unrecognized tax ~~benefit~~benefits. Interest expense and penalties are recorded as a component of “Income tax expense” in the ~~Consolidated~~consolidated ~~Statements~~statements of ~~Income~~income.

~~During~~The ~~the~~Company ~~year~~estimates ~~ended~~that ~~July 31,~~it ~~2024,~~is reasonably possible that the ~~Company~~unrecognized ~~recognized~~tax benefits may be reduced by up to $3,~~708~~117 in the next 12 months as a result of the resolution of worldwide tax ~~benefits~~matters, ~~(including~~tax ~~interest~~audit ~~and~~settlements, ~~penalties)~~amended ~~associated~~tax ~~with~~filings, and/or the ~~lapse~~expiration of ~~statutes~~statute of limitations, all of which, if recognized, would result in an income tax benefit in the consolidated statements of income.

During the year ended July 31, 2025, the Company recognized $6,033 of tax benefits (including interest and penalties) associated with the lapse of statutes of limitations.

The Company and its subsidiaries file income tax returns in the U.S., various states, and foreign jurisdictions. The following table summarizes the open tax years for the Company's major jurisdictions:

Jurisdiction						Open Tax Years
United States — Federal						F’2122 — F’2425

12. Net Income per Common Share

Reconciliations of the numerator and denominator of the basic and diluted per share computations for the Company’s Class A and Class B common stock are summarized as follows:

	Years ended July 31,
	2024		2023		2022
	2025		2024		2023
Numerator (in thousands):
Net Income (Numerator for basic and diluted income per Class A Nonvoting Common Share)	$	~~197~~189,~~215~~256	$	~~174~~197,~~857~~215	$	~~149~~174,~~979~~857
Less:
Preferential dividends	(~~748~~736)		(~~769~~748)		(~~803~~769)
Preferential dividends on dilutive stock options	(58)		(35)		(83)
Numerator for basic and diluted income per Class B Voting Common Share	$	~~196~~188,~~462~~512	$	~~174~~196,~~085~~462	$	~~149~~174,~~168~~085
Denominator (in thousands):
Denominator for basic income per share for both Class A and Class B	4847,~~119~~641		4948,~~591~~119		5149,~~321~~591
Plus: Effect of dilutive equity awards	~~377~~451		~~278~~377		~~330~~278
Denominator for diluted income per share for both Class A and Class B	48,~~496~~092		4948,~~869~~496		5149,~~651~~869
Net income per Class A Nonvoting Common Share:
Basic	$	43.1097	$	34.5310	$	23.9253
Diluted	$	43.0794	$	34.5107	$	23.9051
Net income per Class B Voting Common Share:
Basic	$	43.0896	$	34.5108	$	23.9151
Diluted	$	43.0592	$	34.4905	$	23.8949

Potentially dilutive securities attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted earnings per share where the combined exercise price and average unamortized fair value were greater than the average market price of Brady's Class A Nonvoting Common Stock because the effect would have been anti-dilutive. The amount of anti-dilutive shares were 113,641, 549,031, and 497,307 for the years ended July 31, 2024, 2023, and 2022, respectively.

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Potentially dilutive securities attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted earnings per share where the combined exercise price and average unamortized fair value were greater than the average market price of Brady's Class A Nonvoting Common Stock because the effect would have been anti-dilutive. The amount of anti-dilutive shares were 4,319, 113,641, and 549,031 for the years ended July 31, 2025, 2024, and 2023, respectively.

13. Fair Value Measurements

In accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified into the following hierarchy:

Level 1 — Unadjusted quoted prices in active markets for identical instruments that are accessible as of the reporting date.

Level 2 — Other significant pricing inputs that are either directly or indirectly observable.

Level 3 — Significant unobservable pricing inputs, which result in the use of management's own assumptions.

The following table summarizes the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis at July 31, ~~2024~~2025 and July 31, ~~2023~~2024, according to the valuation techniques the Company used to determine their fair values.

July 31, 2024

July 31, 2023

Fair Value Hierarchy

July 31, 2025

July 31, 2024

Fair Value Hierarchy

Assets:

Deferred compensation plan assets

2019,~~029~~998

1820,~~288~~029

Level 1

Foreign exchange contracts

~~137~~—

~~492~~137

Level 2

Liabilities:

Foreign exchange contracts

~~730~~198

~~189~~730

Level 2

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Deferred compensation plan assets: The Company’s deferred compensation investments consist of investments in mutual funds, which are included in "“Other assets"” on the accompanying ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets. These investments were classified as Level 1 as the shares of these investments trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis.

Foreign exchange contracts: The Company’s foreign exchange contracts were classified as Level 2 as the fair value was based on the present value of the future cash flows using external models that use observable inputs, such as interest rates, yield curves and foreign exchange rates. See Note 14, “Derivatives and Hedging Activities,” for additional information.

There have been no transfers of assets or liabilities between the fair value hierarchy levels, outlined above, during the years ended July 31, ~~2024~~2025 and July 31, ~~2023~~2024.

See Note 6 for information regarding the fair value of the Company's long-term debt.

14. Derivatives and Hedging Activities

The Company utilizes forward foreign exchange currency contracts to reduce the exchange rate risk of specific foreign currency denominated transactions. These contracts typically require the exchange of a foreign currency for U.S. dollars at a fixed rate at a future date, with maturities of less than 18 months, which qualify as cash flow hedges or net investment hedges under the accounting guidance for derivative instruments and hedging activities. The primary objective of the Company’s foreign currency exchange risk management program is to minimize the impact of currency movements due to transactions in other than the respective subsidiaries’ functional currency and to minimize the impact of currency movements on the Company’s net investment denominated in a currency other than the U.S. dollar. To achieve this objective, the Company hedges a portion of known exposures using forward foreign exchange contracts.

Main foreign currency exposures are related to transactions denominated in the British Pound, Euro, Canadian dollar, Australian dollar, Mexican Peso, Chinese Yuan, Malaysian Ringgit and Singapore dollar. Generally, these risk management ~~transactions will involve the use of foreign currency derivatives to minimize the impact of currency movements on non-functional currency transactions.~~

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~~The~~transactions ~~U.S.~~will ~~dollar~~involve ~~equivalent~~the ~~notional~~use ~~amounts~~ of ~~outstanding~~foreign ~~forward~~currency ~~exchange~~derivatives ~~contracts~~to ~~were~~minimize asthe ~~follows~~impact as of ~~July 31,~~currency ~~2024~~movements ~~and~~on ~~2023:~~non-functional currency transactions.

	July 31, 2024		July 31, 2023
Designated as cash flow hedges	$	59,207	$	39,661
Non-designated hedges	4,459		4,803
Total foreign exchange contracts	$	63,666	$	44,464

The U.S. dollar equivalent notional amounts of outstanding forward exchange contracts were as follows as of July 31, 2025 and 2024:


	July 31, 2025		July 31, 2024
Designated as cash flow hedges	$	53,542	$	59,207
Non-designated hedges	4,380		4,459
Total foreign exchange contracts	$	57,922	$	63,666

Cash Flow Hedges

The Company has designated a portion of its forward foreign exchange contracts as cash flow hedges and recorded these contracts at fair value on the accompanying ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets. For these instruments, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into income in the same period or periods during which the hedged transaction affects income. At July 31, ~~2024~~2025 and ~~2023~~2024, unrealized losses of $~~124~~493 and ~~unrealized gains of~~ $~~1,580~~124 have been included in AOCI, respectively.

Net Investment Hedges

The Company has designated certain third party foreign currency denominated debt borrowed under its credit agreement as net investment hedges. These debt obligations, denominated in Euros and British Pounds, were designated as net investment hedges to hedge portions of the Company's net investment in its European operations. The Company’s foreign currency denominated debt obligations are valued under a market approach using publicized spot prices, and the net gains or losses attributable to the changes in spot prices are recorded as cumulative translation within AOCI and are included in the foreign currency translation adjustments section of the consolidated statements of comprehensive income. As of July 31, ~~2024~~2025 and July 31, ~~2023~~2024, the cumulative balance recognized in accumulated other comprehensive income were losses of $12,~~237~~753 and $1,~~746~~237, respectively, on any outstanding foreign currency denominated debt obligations.

The following table summarizes the amount of pre-tax gains and losses related to derivatives designated as hedging instruments:

July 31, 2024

July 31, 2023

July 31, 2022

July 31, 2025

July 31, 2024

July 31, 2023

Gains (losses) recognized in OCI:

(Losses) gains recognized in OCI:

Forward exchange contracts (cash flow hedges)

~~517~~(963)

~~2,680~~517

12,~~282~~680

Foreign currency denominated debt (net investment hedges)

~~509~~(1,516)

~~(1,746)~~509

—(1,746)

Gains reclassified from OCI into cost of goods sold:

(Losses) gains reclassified from OCI into cost of goods sold:

Forward exchange contracts (cash flow hedges)

~~2,221~~(594)

2,~~140~~221

~~909~~2,140

Fair values of derivative and hedging instruments in the accompanying ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets were as follows:

	July 31, 2024						July 31, 2023
	July 31, 2025						July 31, 2024
	Prepaid expenses and other current assets		Other current liabilities		Long-term obligations		Prepaid expenses and other current assets		Other current liabilities		Long-term obligations
Derivatives designated as hedging instruments:
Foreign exchange contracts (cash flow hedges)	$	~~137~~—	$	~~726~~197	$	—	$	~~485~~137	$	~~189~~726	$	—
Foreign currency denominated debt (net investment hedges)	—		—		34,~~060~~536		—		—		3634,~~716~~060
Derivatives not designated as hedging instruments:
Foreign exchange contracts (non-designated hedges)	—		41		—		7—		—4		—
Total derivative instruments	$	~~137~~—	$	~~730~~198	$	34,~~060~~536	$	~~492~~137	$	~~189~~730	$	3634,~~716~~060

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15. ~~Contingencies~~Acquisitions

On August 1, 2024, the Company acquired all of the outstanding shares of Gravotech. Headquartered in Lyon, France, Gravotech is a leader in the design, manufacture and distribution of innovative solutions for specialized engraving, marking and cutting, offering laser, mechanical engraving, scribing and dot peen capabilities across multiple industries. The acquisition of Gravotech expands the Company’s identification product offerings and research and development capabilities to include specialized direct part marking and engraving expertise. The acquisition was funded through cash on hand and borrowings under the Company’s existing credit agreement. Net sales and net loss attributable to Gravotech from the acquisition date through July 31, 2025 were $113,919 and $15,375, respectively. The net loss attributable to Gravotech is due to a non-recurring increase in cost of goods sold related to the fair value adjustment to inventory upon acquisition and amortization expense for intangible assets. The purchase price allocation was finalized in the fourth quarter of the year ended July 31, 2025. Measurement period adjustments did not have a material impact on the Company's consolidated statement of income.

The purchase price allocation included goodwill of $66,178 of which $46,951 was assigned to the Americas & Asia segment and $19,227 was assigned to the Europe & Australia segment. The goodwill for this acquisition is not deductible for tax purposes.

The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of the acquisition:


Cash and cash equivalents	$	7,469
Accounts receivable, net	23,697
Inventories	21,190
Prepaid expenses and other current assets	549
Property, plant and equipment — net	2,472
Goodwill	66,178
Other intangible assets	64,099
Operating lease assets	6,800
Other assets	1,034
Accounts payable	(17,353)
Accrued compensation and benefits	(9,106)
Taxes, other than income taxes	(6,680)
Accrued income taxes	(1,807)
Other current liabilities	(17,688)
Operating lease liabilities	(6,800)
Other liabilities	(5,678)
Net assets acquired	$	128,376
Less: cash acquired	(7,469)

Fair value of total consideration	$	120,907

The following table presents the unaudited pro forma operating results of the Company for the year ended July 31, 2025 and 2024, reflecting the acquisition of Gravotech as if it had occurred at the beginning of fiscal year 2024. The unaudited pro forma operating results for the year ended July 31, 2025 do not contain any adjustments to the accompanying condensed consolidated financial statements. The unaudited pro forma operating results for the year ended July 31, 2024 include Gravotech’s normal operating results and pro forma adjustments to include cumulative expenses, net of tax, for the non-recurring fair value adjustment to inventory, amortization expense for acquired intangible assets and interest expense on acquisition-related debt. The unaudited pro forma operating results are presented for comparative purposes only and do not necessarily reflect future operating results or those that would have occurred had the acquisition been completed at the beginning of fiscal year 2024.


	Years Ended July 31,
	2025		2024
Net sales, pro forma	$	1,513,605	$	1,457,537
Net income, pro forma	189,256		189,258

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On October 1, 2024, the Company acquired all of the outstanding shares of AB&R for $14,827, net of cash acquired. Based in Phoenix, Arizona, AB&R provides integrated solutions for asset tracking, inventory management, and workflow optimization using advanced identification and tracking technologies, including barcoding, radio frequency identification (“RFID”) and Internet of Things (“IoT”)-based systems. The acquisition was funded through cash on hand and borrowings under the Company’s existing credit agreement. The purchase price allocation was finalized in the fourth quarter of the year ended July 31, 2025. The purchase price allocation included goodwill of $10,079, intangible assets of $4,600, and net tangible assets of $148. The goodwill for this acquisition is assigned to the Americas & Asia segment and is deductible for tax purposes. Acquisition-related expenses of $305 were recognized in SG&A expenses during the year ended July 31, 2025.

On April 1, 2025, the Company acquired certain assets and liabilities representing the Microfluidic Solutions business unit of Funai Electric Co., Ltd., for $10,731. Headquartered in Lexington, Kentucky, with a manufacturing facility in Cebu, Philippines, Microfluidic Solutions specializes in the research, development and manufacturing of advanced inkjet microfluidic technologies. The acquisition was funded through cash on hand and borrowings under the Company’s existing credit agreement. The purchase price allocation was finalized in the fourth quarter of the year ended July 31, 2025. The purchase price allocation included property, plant and equipment of $13,315, inventories of $3,028, accounts payable of $1,111, and other liabilities of $3,903.

The accompanying consolidated financial statements include the results of AB&R and Microfluidic Solutions from the date of acquisition through July 31, 2025. Pro forma and other financial information are not presented for AB&R or Microfluidic Solutions because their impact on the Company's results of operations and financial position is immaterial.

16. Contingencies

In the normal course of business, the Company is subject to a variety of investigations, claims, suits, and other legal proceedings, including but not limited to, intellectual property, employment, unclaimed property, tort, and breach of contract matters. Any legal proceedings are subject to inherent uncertainties, and these matters and their potential effects may change in the future. The Company records a liability for contingencies when a loss is deemed to be probable and the loss can be reasonably estimated. The Company currently believes that the outcomes of such proceedings will not have a material adverse impact on its business, financial position, results of operations or cash flows.

1617. Subsequent Events

On August 1 4, ~~2024~~2025, the Company acquired ~~Gravotech~~MECCO ~~Holding~~Partners ~~(“Gravotech”)~~LLC, a ~~global~~ company that specializes in ~~engraving~~automated ~~marking~~laser ~~and~~engraving ~~cutting solutions~~systems, headquartered in ~~Lyon~~Pittsburgh, ~~France~~Pennsylvania, for a cash purchase price of approximately ~~€120~~$20,000, subject to a working capital adjustment provision. The Company expects to allocate a significant portion of the purchase price to goodwill and intangible assets. The assignment of goodwill to the Company’s existing reporting units is not complete as of the financial statements issuance date.

On September 53, ~~2024~~2025, the Company announced an increase in the annual dividend to shareholders of the Company's Class A Common Stock, from $0.9496 to $0.9698 per share. A quarterly dividend of $0.24245 will be paid on October 31, ~~2024~~2025, to shareholders of record at the close of business on October 10, ~~2024~~2025. This dividend represents an increase of 2.1% and is the ~~39th~~40th consecutive annual increase in dividends.

On September 4, 2024, the Company's Board of Directors authorized an increase in the Company's share repurchase program, authorizing the repurchase of an additional $100.0 million of the Company's Class A Nonvoting Common Stock. The share repurchase program may be implemented from time to time on the open market or in privately negotiated transactions and has no expiration date. The repurchased shares will be available for use in connection with the Company's stock-based plans and for other corporate purposes.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures:

Brady Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports the Company files under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and its Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.

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Company carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and its Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting:

The management of Brady Corporation and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

With the participation of the President and Chief Executive Officer and Chief Financial Officer and Treasurer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, ~~2024~~2025, based on the framework and criteria established in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management's report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company's internal control over financial reporting related to Gravotech, AB&R and Microfluidic Solutions. The summation of the acquisitions represented 7.7% of the Company's consolidated total assets (excluding goodwill and intangible assets which were included in management's assessment of internal control over financial reporting) as of July 31, 2025 and 9.4% of the consolidated net sales for the year ended July 31, 2025. Based on the assessment, management concluded that, as of July 31, 2025, the Company’s internal control over financial reporting is effective based on those criteria.

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Sponsoring Organizations of the Treadway Commission. Based on the assessment, management concluded that, as of July 31, 2024, the Company’s internal control over financial reporting is effective based on those criteria.

Because of the inherent limitations of internal control over financial reporting, misstatements may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s internal control over financial reporting, as of July 31, ~~2024~~2025, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Changes in Internal Control Over Financial Reporting:

There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Brady Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Brady Corporation and subsidiaries (the “Company”) as of July 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended July 31, ~~2024~~2025, of the Company and our report dated September 64, ~~2024~~2025 expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Gravotech Holding (“Gravotech”), American Barcode and RFID Incorporated (“AB&R”), and the Microfluidic Solutions business unit of Funai Electric Co., Ltd. (“Microfluidic Solutions”), which were acquired on August 1, 2024, October 1, 2024, and April 1, 2025, respectively, and whose financial statements constitute 7.7% of total assets and 9.4% of net sales of the consolidated financial statement amounts as of and for the year ended July 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at Gravotech, AB&R, and Microfluidic Solutions.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

September 64, ~~2024~~2025

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Item 9B. Other Information

During the three months ended July 31, ~~2024~~2025, no director or Section 16 officer of the Company adopted 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 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Name

Age

Title

Russell R. Shaller

6162

President, CEO and Director

Ann E. Thornton

4243

Chief Financial Officer, Chief Accounting Officer and Treasurer

Olivier Bojarski

4546

President – Americas & Asia

Thomas F. DeBruine

5758

Chief Operating Officer

Andrew T. Gorman

4445

General Counsel and Secretary

Brett Wilms

5051

President – EMEA & Australia

Patrick W. Allender

7778

Director

David S. Bem

5556

Director

Elizabeth P. Bruno

5758

Director

Joanne Collins Smee

6768

Director

Nancy L. Gioia

Director

Deidre E. Cusack

Director

Christopher M. Hix

Director

Anne De Greef-Safft

Director

Vineet Nargolwala

Director

Christopher M. Hix

Director

Bradley C. Richardson

Director

Vineet Nargolwala

Director

Michelle E. Williams

Director

Bradley C. Richardson

Director

Michelle E. Williams

Director

Russell R. Shaller – Mr. Shaller joined the Company in 2015 and has served on the Company’s Board of Directors and as the Company’s President and CEO since April 2022 after serving as the Company’s Senior Vice President and President - Identification Solutions from 2015 to 2022. From 2008 to 2015, he served as President, Teledyne Microwave Solutions. Before joining Teledyne, Mr. Shaller held a number of positions of increasing responsibility at W.L. Gore & Associates, including Division Leader, Electronic Products Division from 2003 to 2008 and General Manager of Gore Photonics from 2001 to 2003. Prior to joining W.L. Gore in 1993, Mr. Shaller worked in engineering and program management positions at Westinghouse Corporation. In 2023, Mr. Shaller was elected to the Board of Directors of Quaker Houghton ~~(NYSE: KWR)~~. Mr. Shaller holds a bachelor’s degree in electrical engineering from the University of Michigan, a master’s degree in electrical engineering from Johns Hopkins University and a master’s degree in business administration from the University of Delaware.

Ann E. Thornton – Ms. Thornton joined the Company in 2009 and was named Chief Financial Officer and Treasurer in April 2023 after serving as Brady’s Chief Accounting Officer since 2016 and Corporate Controller and Director of Investor Relations since 2015. She held the positions of Corporate Accounting Supervisor, Corporate Accounting Manager, External Reporting Manager, Corporate Finance Manager and Director of Global Accounting from 2009 to 2014. Prior to joining the Company, Ms. Thornton was an auditor with PricewaterhouseCoopers from 2005 to 2009. She has a bachelor's degree in business administration and a master of accountancy degree from the University of Wisconsin - Madison and is a certified public accountant.

Olivier Bojarski – Mr. Bojarski joined the Company in August 2022 as President – Identification Solutions, before assuming the role of President – Americas & Asia in February 2023. From 2016 to 2022, Mr. Bojarski held several positions of increasing responsibility at Belden Incorporated and served as Executive Vice President, Broadband and 5G from 2019 to 2022. Before joining Belden, Mr. Bojarski was General Manager of a business unit within the electrification division of ABB Ltd. ~~Prior to joining ABB, Mr. Bojarski held a number of positions of increasing responsibility at Panduit Corporation. He holds a~~

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Prior to joining ABB, Mr. Bojarski held a number of positions of increasing responsibility at Panduit Corporation. He holds a bachelor’s degree in electrical engineering from the Georgia Institute of Technology and a master’s degree in business administration from Georgia State University.

Thomas F. DeBruine - Mr. DeBruine joined the Company in November 2000 and was named Chief Operating Officer in June 2024 after serving as Vice President, Global Operations since 2022 and Director of Operations - Americas since 2016. Prior to 2016, Mr. DeBruine held local, regional and global roles in manufacturing, procurement and engineering within the Company. Prior to joining the Company, Mr. DeBruine held various operating leadership roles in automotive tier one supply and electric motor manufacturing industries. He holds a bachelor of science degree in industrial technology from the University of Wisconsin – Platteville.

Andrew T. Gorman – Mr. Gorman joined the Company as General Counsel and Corporate Secretary in April 2020. Prior to joining the Company, he was employed at AptarGroup, Inc., beginning in 2012. At AptarGroup, he served as Vice President, General Counsel, North America, Compliance Officer and Assistant Secretary. Before joining AptarGroup, he counseled corporate clients in private practice, including as an attorney at Mayer Brown, LLP in Chicago, where Mr. Gorman started his legal career. He holds a juris doctor from Loyola University Chicago School of Law, a master in professional accounting from The University of Texas at Austin, a bachelor of business administration from The University of Texas at Austin and is a certified public accountant.

Brett Wilms – Brett Wilms joined the Company in June 2018 as Managing Director of Identification Solutions EMEA. In October 2022, Mr. Wilms added responsibility as the Interim General Manager of the Workplace Safety business, before being appointed to the role of President – EMEA & Australia in February 2023. Prior to joining Brady, he was Managing Director of a business within Groupe Autajon, a French publicly-traded labels and packaging group with a primary focus on the pharmaceutical market. Before joining Groupe Autajon, Mr. Wilms was Vice President of Operations EMEA for Pentair, Inc. He holds a master’s degree in electrical engineering from the University of Brussels and a master’s degree in business administration from the University of Minnesota.

Patrick W. Allender – Mr. Allender was elected to the Board of Directors in 2007. He serves as the Chair of the Finance Committee and as a member of the Audit and Corporate Governance Committees. He served as Executive Vice President and CFO of Danaher Corporation from 1998 to 2005 and Executive Vice President from 2005 to 2007. He served as a director of Colfax Corporation ~~(NYSE: CFX)~~ from 2008 to 2022, when ESAB Corporation separated from Colfax Corporation. Mr. Allender joined ESAB Corporation’s ~~(NYSE: ESAB)~~ board in 2022, and currently serves as a director. Mr. Allender previously served as a director of Diebold Nixdorf, Inc. ~~(NYSE: DBD)~~ from 2011 to 2020. He has a bachelor's degree in accounting from Loyola University Maryland and is a certified public accountant. Mr. Allender's strong background in finance and accounting, as well as his past experience as the CFO of a public company, provides the Board with financial expertise and insight.

David S. Bem, Ph.D – Dr. Bem was elected to the Board of Directors in 2019. He serves as a member of the Management Development and Compensation, Audit and Technology Committees. Dr. Bem is Vice President, Science and Technology and Chief Technology Officer of PPG. Prior to PPG, he spent 8 years at Dow Chemical Company in a number of research and development roles, most recently as Vice President, Research and Development Consumer Solutions and Infrastructure Solutions, and also worked in research and development roles at Celanese Corporation and UOP/Honeywell International, Inc. He has a bachelor’s degree in chemistry from West Virginia University and a doctorate in inorganic chemistry from the Massachusetts Institute of Technology. Dr. Bem’s extensive experience in technology and research and development provides the Board with important expertise in new product development and innovation.

Elizabeth P. Bruno, Ph.D – Dr. Bruno was elected to the Board of Directors in 2003. She serves as the Chair of the Corporate Governance Committee and is a member of the Management Development and Compensation, Finance, and Technology Committees. Dr. Bruno is the President of the Brady Education Foundation in Chapel Hill, North Carolina. Dr. Bruno has a bachelor’s degree in psychology from the University of Rochester, a master of child clinical psychology degree from the University of North Carolina Chapel Hill and a doctorate in developmental psychology from the University of North Carolina Chapel Hill. She is the granddaughter of William H. Brady, Jr., the founder of Brady Corporation. As a result of her substantial ownership stake in the Company, as well as her family's history with the Company, she is well positioned to understand, articulate and advocate for the rights and interests of the Company's shareholders.

Joanne Collins Smee – Ms. Collins Smee was elected to the Board of Directors in 2022. She serves as aChair ~~member~~ of the ~~Audit,~~ Management Development and Compensation Committee, and ~~Technology~~is ~~Committees~~a member of the Audit Committee. Ms. Collins Smee was the Executive Vice President and President, Americas, for Xerox Corporation and had been in this role from June 2022 until her retirement in 2023. She was also an Executive Vice President of Xerox Holdings Corporation during that same period. Previously, she was Chief Commercial, SMB and Channels Officer for Xerox from February 2020 to June 2022. Ms. Collins Smee joined Xerox in September 2018 as Senior Vice President and Chief Commercial Officer. Before Xerox, she led ~~Technology Transformation Services for the U.S. Federal Government and spent more than two decades at IBM in global executive roles spanning client~~

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sales and delivery of technical products and services. Ms. Collins Smee has a bachelor’s degree of arts from Boston College, a master of business administration degree from New York University and a master of arts degree from Columbia University. Ms. Collins Smee’s extensive experience in high-technology global business and strong leadership skills, provides the Board with important expertise in product and services innovation.

Nancy L. Gioia – Ms. Gioia was elected to the Board of Directors in 2013. She serves as the Chair of the Management Development and Compensation Committee, and is a member of the Technology Committee. She was the Director, Global Electrical Connectivity and User Experience for Ford Motor Company until her retirement in 2014, where she also held a variety of engineering and technology roles including, Director, Global Electrification; Director, Sustainable Mobility Technologies and Hybrid Vehicle Programs; Director, North America Current Vehicle Model Quality; Engineering Director, Visteon/Ford Due Diligence; Engineering Director, Small Front Wheel Drive/Rear Wheel Drive Car Platforms-North America; and Vehicle Programs Director, Lifestyle Vehicles. She previously served as director of Exelon Corporation (NYSE: EXC), Meggitt PLC (LSE: MGGT), Lucid Group, Inc. (NASDAQ: LCID) and as the Executive Director of Blue Current. She has served on the Board of Directors of Power Integrations (NASDAQ: POWI) since 2022. In 2024, she was elected to the Board of Directors of Exro Technologies Inc. (TSX: EXRO) (OTCQB: EXROF). Ms. Gioia has a bachelor’s degree in electrical engineering from the University of Michigan and a master of manufacturing systems engineering degree from Stanford University. Ms. Gioia has a CERT Certificate in Cyber-Risk Oversight from the National Association of Corporate Directors. Ms. Gioia's extensive experience in strategy, technology and engineering solutions, as well as in electrified vehicles, provides the Board with important expertise in product development and operations, and environmental sustainability for products and processes.

Christopher M. Hix - Mr. Hix was elected to the Board of Directors in May 2024, and he serves as a member of the Audit and Finance Committees. He served as the Executive Vice President and Chief Financial Officer of Enovis Corporation (NYSE: ENOV) from 2016 to 2022 (and its predecessor Colfax Corporation). He previously served as the Senior Vice President and Chief Financial Officer of OM Group, and as the Senior Vice President and Chief Financial Officer of Robbins & Myers. Prior to Robbins & Myers, he spent 14 years with Roper Industries (now Roper Technologies) in a variety of operating, financial and strategic roles. Mr. Hix served on the board of ESAB Corporation (NYSE: ESAB) from 2021 through 2024. Mr. Hix has a bachelor’s degree in business administration from the University of Southern California and a master of business administration from St. Mary’s College of California. He brings to the Company extensive knowledge and background in finance and global business operations from his past experiences as the CFO of public companies. Mr. Hix was originally identified as a director nominee by a third-party search firm through a process conducted by the Corporate Governance Committee of the Board of Directors.

Vineet Nargolwala – Mr. Nargolwala was elected to the Board of Directors in 2022. He serves as a member of the Finance and Management Development and Compensation Committees. Mr. Nargolwala is President, Chief Executive Officer and Director of Allegro MicroSystems, Inc. (NASDAQ: ALGM) and has been in these roles since June 2022. Prior to joining Allegro, Mr. Nargolwala was with Sensata Technologies from 2013 to June 2022, most recently serving as the Executive Vice President, Sensing Solutions, from March 2020 to June 2022. Before joining Sensata, he was with Honeywell International, Inc., in business strategy and leadership roles of increasing responsibility. Mr. Nargolwala has a bachelor’s degree in electrical engineering from Maharaja Sayajirao University, a master of science in electrical engineering from the University of Texas-Arlington and a master in business administration from Cornell University. Mr. Nargolwala’s extensive experience in high-technology global business and strong leadership skills, provides the Board with important expertise in product and services innovation.

Bradley C. Richardson – Mr. Richardson was elected to the Board of Directors in 2007 and became Chairman of the Board in May 2021. He serves as the Chair of the Board of Directors and the Chair of the Audit Committee and is a member of the Corporate Governance, Finance and Management Development and Compensation Committees. He served as the Executive Vice President and CFO of Avient Corporation from 2013 through 2020. He previously served as the Executive Vice President and CFO of Diebold, Inc. and as Executive Vice President Corporate Strategy and CFO of Modine Manufacturing. Prior to Modine, he spent 21 years with BP Amoco serving in various financial and operational roles. Mr. Richardson has served on the boards of Modine Manufacturing and Tronox, Inc. In 2023, Mr. Richardson was elected to the Board of Directors of Virco Mfg. Corporation (NASDAQ: VIRC). Mr. Richardson has a bachelor’s degree in finance and economics from Miami University and a master of business administration in accounting and finance from Indiana University. He brings to the Company extensive knowledge and global experience in the areas of operations, strategy, accounting, tax accounting and finance, which are areas of critical importance to the Company as a global company.

Michelle E. Williams, Ph.D – Dr. Williams was elected to the Board of Directors in 2019. She serves as the Chair of the Technology Committee, the ESG Liaison and is a member of the Corporate Governance and Management Development and Compensation Committees. Dr. Williams served as Global Group President of Altuglas International, a subsidiary of Arkema S.A., through May 2021. Prior to joining Arkema in 2011, she spent 23 years with Rohm and Haas Company and Dow

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~~Chemical~~Technology inTransformation ~~manufacturing,~~Services ~~commercial,~~for ~~strategy~~the U.S. Federal Government and ~~general~~spent ~~management~~more ~~positions.~~than ~~She~~two ~~was~~decades ~~General~~at ~~Manager,~~IBM ~~Chemical~~in ~~Mechanical~~global ~~Polishing~~executive ~~Technologies,~~roles spanning client sales and ~~later,~~delivery ~~General~~of ~~Manager,~~technical ~~Adhesives~~products and ~~Sealants~~services. ~~In 2023, Dr~~Ms. ~~Williams~~Collins ~~was~~Smee ~~elected~~has toa ~~the~~bachelor’s ~~Board~~degree of ~~Directors~~arts offrom ~~Cabot~~Boston ~~Corporation~~College, ~~(NYSE:~~a ~~CBT).~~master ~~She~~of ~~has~~business aadministration ~~bachelor’s~~ degree ~~in chemistry~~ from ~~Pace~~New York University and a ~~doctorate~~master inof ~~physical~~arts ~~chemistry~~degree from ~~the~~Columbia University ~~of Utah~~. DrMs. ~~Williams~~Collins Smee’s extensive experience in ~~commercial,~~ high-technology ~~and~~global business and strong leadership ~~roles~~skills ~~provides~~provide the Board with important expertise in ~~innovation, new~~ product ~~development~~ and ~~operations~~services innovation.

Deidre E. Cusack – Ms. Cusack was elected to the Board of Directors in 2024 and serves as a member of the Technology Committee. She was the Executive Vice President of Global Products & Solutions of Dematic from 2020 until her retirement in 2024. She previously was Group Senior Vice President & Global Product Group Manager of Distribution Transformers for ABB. Prior to ABB, she spent 19 years with Ametek, Inc. in a variety of business unit leadership roles. Ms. Cusack serves on the boards of Central Moloney and Rosendin Electric. Ms. Cusack has a bachelor's degree in optics from the University of Rochester and a master's degree in electrical engineering from Tufts University. Ms. Cusack's extensive experience in technology and research and development provides the Board with valuable expertise in new product development and innovation. Ms. Cusack was originally identified as a director nominee by a third-party search firm through a process conducted by the Corporate Governance Committee of the Board of Directors.

Anne De Greef-Safft – Ms. De Greef-Safft was elected to the Board of Directors in 2025 and serves as a member of the Audit Committee. From 2018 to 2024, she provided strategic and operational consulting services to private equity firms, including Windjammer Capital, and their portfolio companies. She was Group President of the Food Service Equipment Group for Standex International from 2015 to 2017. Prior to Standex, she held four successive positions at Danaher over a period of 12 years. She previously served in a variety of engineering, marketing, sales and business development roles within several global manufacturing companies. Ms. De Greef-Safft also serves on the board of Benchmark Electronics. A native of Belgium, Ms. De Greef-Safft has a bachelor’s and master’s degree in electronics engineering from the Catholic University of Louvain in Belgium, and a master of business administration from Babson College in Wellesley, Massachusetts. Ms. De Greef-Safft brings to the Company broad business acumen in global innovation-driven industrial companies as well as public company governance experience. Ms. De Greef-Safft was originally identified as a director nominee by a third-party search firm through a process conducted by the Corporate Governance Committee of the Board of Directors.

Christopher M. Hix – Mr. Hix was elected to the Board of Directors in May 2024. He serves as the Chair of the Audit Committee and is a member of the Finance Committee. He served as the Executive Vice President and Chief Financial Officer of Enovis Corporation from 2016 to 2022 (and its predecessor Colfax Corporation). He previously served as the Senior Vice President and Chief Financial Officer of OM Group, and as the Senior Vice President and Chief Financial Officer of Robbins & Myers. Prior to Robbins & Myers, he spent 14 years with Roper Industries (now Roper Technologies) in a variety of operating, financial and strategic roles. Mr. Hix served on the board of ESAB Corporation from 2021 through 2024. Mr. Hix has a bachelor’s degree in business administration from the University of Southern California and a master of business administration from St. Mary’s College of California. He brings to the Company extensive knowledge and background in finance, global business operations, and mergers and acquisitions from his past experiences as the CFO of public companies.

Vineet Nargolwala – Mr. Nargolwala was elected to the Board of Directors in 2022. He serves as a member of the Finance and Management Development and Compensation Committees. Mr. Nargolwala served as President, Chief Executive Officer and Director of Allegro MicroSystems, Inc. from 2022 to February 2025. Prior to joining Allegro, Mr. Nargolwala was with Sensata Technologies from 2013 to June 2022, most recently serving as the Executive Vice President, Sensing Solutions, from March 2020 to June 2022. Before joining Sensata, he was with Honeywell International, Inc., in business strategy and leadership roles of increasing responsibility. Mr. Nargolwala has a bachelor’s degree in electrical engineering from Maharaja Sayajirao University, a master of science in electrical engineering from the University of Texas-Arlington and a master in business administration from Cornell University. Mr. Nargolwala’s extensive experience in high-technology global business and strong leadership skills, provides the Board with important expertise in product and services innovation.

Bradley C. Richardson – Mr. Richardson was elected to the Board of Directors in 2007 and became Chairman of the Board in May 2021. He serves as the Chair of the Board of Directors and is a member of the Audit, Corporate Governance, Finance and Management Development and Compensation Committees. He served as the Executive Vice President and CFO of Avient Corporation from 2013 through 2020. He previously served as the Executive Vice President and CFO of Diebold, Inc. and as Executive Vice President Corporate Strategy and CFO of Modine Manufacturing. Prior to Modine, he spent 21 years with BP Amoco serving in various financial and operational roles. Mr. Richardson has served on the boards of Modine Manufacturing and Tronox, Inc. In 2023, Mr. Richardson was elected to the Board of Directors of Virco Mfg. Corporation. Mr. Richardson has a bachelor’s degree in finance and economics from Miami University and a master of business administration in accounting and finance from Indiana University. He brings to the Company extensive knowledge and global experience in the areas of operations, strategy, accounting, tax accounting and finance, which are areas of critical importance to the Company as a global company.

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Michelle E. Williams, Ph.D – Dr. Williams was elected to the Board of Directors in 2019. She serves as the Chair of the Technology Committee and is a member of the Corporate Governance Committee. Dr. Williams served as Global Group President of Altuglas International, a subsidiary of Arkema S.A., through May 2021. Prior to joining Arkema in 2011, she spent 23 years with Rohm and Haas Company and Dow Chemical in manufacturing, commercial, strategy and general management positions. She was General Manager, Chemical Mechanical Polishing Technologies, and later, General Manager, Adhesives and Sealants. In 2023, Dr. Williams was elected to the Board of Directors of Cabot Corporation. She has a bachelor’s degree in chemistry from Pace University and a doctorate in physical chemistry from the University of Utah. Dr. Williams’ experience in commercial, technology and business leadership roles provides the Board with important expertise in innovation, new product development and operations.

All directors are elected to serve until their respective successors are elected at the next annual meeting of shareholders. Officers serve at the discretion of the Board of Directors. None of the Company's directors or executive officers has any family relationship with any other director or executive officer.

Board Leadership Structure - The Board does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chair of the Board, as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Since September 2015, the Board’s leadership structure has included a non-executive Chair of the Board of Directors. Mr. Richardson, an independent director, currently serves in the position of non-executive Chair of the Board. The duties of the non-executive Chair include, among others: chairing meetings of the Board and executive sessions of the non-management directors; meeting periodically with the Chief Executive Officer and consulting as necessary with management on issues facing the Company; facilitating effective communication among the Chief Executive Officer and all members of the Board; and overseeing the Board's shareholder communication policies and procedures.

The Board believes that its current leadership structure enhances the Board's oversight of, and independence from, Company management; the ability of the Board to carry out its roles and responsibilities on behalf of the Company’s shareholders; and the Company’s overall corporate governance.

Risk Oversight - The Board oversees the Company's risk management processes directly and through its committees. In general, the Board oversees the management of risks inherent in the operation of the Company's businesses, the implementation of its strategic plan, its acquisition and capital allocation program and its organizational structure. Each of the Board's committees also oversees the management of Company risks that fall within the respective committee's areas of responsibility. Specifically, cybersecurity is a critical part of risk management for the Company. The Audit Committee is aware of the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on the Company. ~~In 2022, the Board elected Ms. Williams as the ESG Liaison to facilitate the Company's efforts in connection with sustainability and inclusivity.~~ Additionally, the Audit Committee, Corporate Governance Committee, Management Development and Compensation Committee, ~~Technology Committee~~ and ~~the~~Technology ~~ESG Liaison~~Committee, each review certain risks, exposures and opportunities relating to the Company’s ESG strategies, initiatives, policies and practices. The Company's management is responsible for reporting significant risks to executive management as a part of the disclosure process. The significance of the risk is assessed by executive management and escalated to the respective Board committee or the Board of Directors as deemed appropriate. The Company reviews its risk assessment with the Audit Committee annually.

Audit Committee Financial Expert - The Board of Directors has determined that at least one Audit Committee financial expert is serving on its Audit Committee. Messrs. ~~Richardson~~Hix, Chair of the Audit Committee; Allender, member of the Audit Committee; and ~~Hix~~Richardson, member of the Audit Committee, are financial experts under the rules of the SEC and financially literate and independent under the rules of the NYSE.

Director Independence - A majority of the directors must meet the criteria for independence established by the Board in accordance with the rules of the NYSE. In determining the independence of a director, the Board must find that a director has no relationship that may interfere with the exercise of his or her independence from management and the Company. In undertaking this determination with respect to the Company’s directors other than Mr. Shaller, President and CEO, the Board considered the commercial relationships of the Company, if any, with those entities that have employed the Company’s directors. The commercial relationships, which involved the purchase and sale of products on customary terms, did not exceed the maximum amounts proscribed by the director independence rules of the NYSE. Furthermore, the compensation paid to the Company’s directors by their employers was not linked in any way to the commercial relationships their employers had with the Company. After consideration of these factors, the Board concluded that the commercial relationships were not material and did not prevent the Company’s directors from being considered independent. Based on application of the NYSE independence criteria, all directors, with the exception of Mr. Shaller, are deemed independent. All members of the Audit, Management Development and Compensation, and Corporate Governance Committees are deemed independent.

Meetings of Non-management Directors - The non-management directors of the Board regularly meet without any members of management present. The Chair of the Board, Mr. Richardson, is the presiding director at these sessions. In fiscal 62

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~~2024~~Meetings of Non-management Directors - The non-management directors of the Board regularly meet without any members of management present. The Chair of the Board, Mr. Richardson, is the presiding director at these sessions. In fiscal 2025, executive sessions were conducted at all regularly scheduled Board meetings. Interested parties can raise concerns to be addressed at these meetings by calling the confidential Brady hotline at 1-877-781-9309.

Audit Committee Members - The Audit Committee, which is a separately-designated standing committee of the Board of Directors, is composed of Messrs. ~~Richardson~~Hix (Chair), Allender, Bem and ~~Hix~~Richardson and MsMses. Collins Smee and De Greef-Safft. Each member of the Audit Committee has been determined by the Board to be independent under the rules of the SEC and NYSE.

Code of Ethics - The Company has a code of ethics. This code of ethics applies to all of the Company's employees, officers and directors. The code of ethics can be viewed at the Company's corporate website, www.bradyid.com, or may be obtained in print by any person, without charge, by contacting Brady Corporation, Investor Relations, P.O. Box 571, Milwaukee, WI 53201, or by contacting investor@bradycorp.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics by placing such information on its website.

Insider Trading Policy - The Company’s Board of Directors has adopted an insider trading ~~policies~~policy ~~and~~which ~~procedures~~governs ~~governing~~ the purchase, sale and other dispositions of our securities by the Company, directors, officers and employees, ~~that~~and ~~are~~is reasonably designed to promote compliance with insider trading laws, rules and regulations, and ~~any~~the listing standards applicable to us. Our insider trading policy has been filed as Exhibit 19 to this Annual Report on Form 10-K. We reserve the right to purchase securities outside of the scope of the insider trading policy subject to compliance with applicable laws.

Corporate Governance Guidelines - Brady's Corporate Governance Principles, as well as the charters of the Audit, Corporate Governance, Finance, Management Development and Compensation, and Technology Committees, are available on the Company's Corporate website, www.bradyid.com. Shareholders may request printed copies of these documents from Brady Corporation, Investor Relations, P.O. Box 571, Milwaukee, WI 53201 or by contacting investor@bradycorp.com.

Director Qualifications - Brady's Corporate Governance Committee reviews the individual skills and characteristics of the directors, as well as the composition of the Board as a whole. This assessment includes a consideration of independence, ~~diversity,~~ age, skills, expertise, and industry backgrounds in the context of the needs of the Board and the Company. ~~Although~~The ~~the Company has no policy regarding diversity, the~~ Corporate Governance Committee seeks a broad range of perspectives and considers both the personal characteristics and experience of directors and prospective nominees to the Board so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company's businesses. The Board does not discriminate on the basis of race, national origin, gender, religion, disability, or sexual orientation in selecting director candidates.

DELINQUENT SECTION 16(a) REPORTS

To the Company’s knowledge, based solely on a review of the Section 16(a) filings and written representations that no other reports were required, during the fiscal year ended July 31, ~~2024~~2025, all Section 16(a) filing requirements were complied with applicable to the Company's officers, directors and greater than 10 percent beneficial owners.

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Item 11. Executive Compensation

Compensation Discussion and Analysis

Overview

Our Compensation Discussion and Analysis describes the Company's executive compensation pay-for-performance philosophy and practices, the elements of our executive compensation programs, and the compensation decisions the Management Development and Compensation Committee (the “Committee”) has made under those programs and the factors considered in making those decisions. The Compensation Discussion and Analysis also analyzes the total compensation of Brady’s Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer), and the three other most highly compensated executive officers that were serving as executive officers as of July 31, ~~2024~~2025.

For fiscal ~~2024~~2025, the following named executive officers' (the “NEOs”) compensation is disclosed and discussed in this section:

•Russell R. Shaller, President, Chief Executive Officer and Director;

•Ann E. Thornton, Chief Financial Officer, Chief Accounting Officer and Treasurer;

•Olivier Bojarski, President - Americas & Asia;

•Thomas F. DeBruine, Chief Operating Officer; and

•Andrew T. Gorman, General Counsel and Secretary.

Appointment of Thomas F. DeBruine: Mr. DeBruine was appointed as Chief Operating Officer of the Company, effective June 3, 2024. Prior to June 3, Mr. DeBruine served as Vice President of Global Operations for the Company.

Executive Summary

Fiscal ~~2024~~2025 Business Highlights

Refer to Item 1 “General Development of Business” for a business overview and key initiatives during fiscal ~~2024~~2025. Highlights for fiscal ~~2024~~2025 include:

•~~Net~~The ~~income~~Company ~~per~~completed ~~diluted~~the ~~Class~~acquisitions Aof ~~Nonvoting~~Gravotech ~~Common~~Holding ~~Share~~(“Gravotech”), ~~was~~American anBarcode ~~all-time~~and ~~record~~RFID ~~high~~Incorporated of(“AB&R”), ~~$4.07~~and ~~for~~ the ~~year~~Microfluidic ~~ended~~Solutions ~~July 31,~~business ~~2024,~~unit anof ~~increase~~Funai ofElectric 16Co.0%, ~~from~~Ltd. ~~fiscal~~(“Microfluidic ~~2023~~Solutions”) ~~Net~~during ~~income~~fiscal ~~per diluted Class A Nonvoting Common Share of $3~~2025.~~51.~~

•~~Income~~Investments ~~before~~in ~~income~~R&D ~~taxes~~increased ~~was~~17.9% to $~~247~~79.89 million ~~for~~in ~~the~~fiscal ~~year~~2025 ~~ended~~compared ~~July 31,~~to ~~2024, an increase of~~ $2267.17 million ~~(9.8%)~~in ~~from~~ fiscal ~~2023~~2024, ~~income~~demonstrating ~~before~~the ~~income~~Company's ~~taxes~~continued offocus ~~$225.7~~on ~~million~~innovation.

•Net sales were $1,~~341~~513.46 million in fiscal ~~2024~~2025 compared to $1,~~331~~341.94 million in fiscal ~~2023~~2024, an increase of 012.78%. Organic sales increased ~~sales~~ 2.6%, ~~and~~acquisitions ~~foreign currency translation~~ increased sales 0by 10.25%, ~~while~~and divestitures decreased sales 2by 0.13%.

Refer to Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of fiscal ~~2024~~2025 results.

Fiscal ~~2024~~2025 Executive Summary

For fiscal ~~2024~~2025, the Board of Directors approved a 1017.02% increase in base salary for Mr. Shaller. In addition, Mr. Shaller recommended and the Committee approved increases in base salary for Ms. Thornton and Messrs. Bojarski, ~~DeBruine~~ and Gorman. All increases were made to recognize the performance, current scope of responsibilities and peer company data for each executive ~~and, with regard to Ms~~. Thornton and Mr. Shaller, to better align their base salary with individuals holding comparable positions at peer companies. Effective June 3, 2024, Mr. DeBruine was appointed as Chief Operating Officer of the Company. As part of Mr. DeBruine's appointment, he was awarded a 30.4% increase in his base salary.

InThe ~~a change from prior fiscal years, the~~ Company's fiscal ~~2024~~2025 annual equity grants consisted of 50% time-based restricted stock units (“RSUs”) and 50% performance-based restricted stock units (“PRSUs”) to align executive compensation with the creation of long-term shareholder value. The RSUs vest equally over three years and are intended to facilitate retention and align with the creation of long-term shareholder value. The PRSUs reinforce the Company's pay-for-performance philosophy because award payout increases and decreases based on Company performance. Specifically, the PRSU awards granted in fiscal 2025 will vest based on

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~~2024 will vest based on~~ achievement of performance conditions relating to Company revenue and diluted earnings per share (“EPS”) targets as set forth in the below table:

			Performance Period						Weighting
			August 1, 2023 through July 31, 2024						25%
			August 1, 2024 through July 31, 2025						25%
			August 1, 2024 through July 31, 2026						25%
			August 1, 2025 through July 31, 2026						25%
			August 1, 2023 through July 31, 2026						25%
			August 1, 2026 through July 31, 2027						25%
			August 1, 2024 through July 31, 2027						25%

Payout opportunities will range from 0% to 200% of the target award at the end of the three-year performance period.

Executive Compensation Practices

As part of the Company's pay-for-performance philosophy, the Company's compensation program includes several features that maintain alignment with shareholders:

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Emphasis on Variable Compensation						A significant portion of each NEO's total compensation opportunity is tied to Company performance, which is intended to drive shareholder value.
Ownership Requirements						The Company believes that the interests of shareholders and executives are aligned when executives are shareholders in possession of a meaningful amount of Company stock. Furthermore, stock ownership requirements encourage positive performance behaviors and discourage executive officers from taking excessive risk. In order to encourage our executive officers and directors to acquire and retain ownership of a significant number of shares of the Company's stock, stock ownership requirements have been established and are equal to a specified multiple of the executive officer's base salary. Our NEOs are expected to obtain the required ownership levels within five years of becoming an executive officer. Refer to the heading "Stock Ownership Requirements" for further discussion of the stock ownership requirements established for each NEO and the actions that the Company may take when an executive is not in compliance with his or her respective stock ownership requirement.
Clawback Provisions						During fiscal 2024, the Committee adopted the Brady Corporation Incentive Recovery Policy, which requires the Company to recover the amount of erroneously awarded incentive-based compensation received by certain covered officers, including the NEOs, in the event of certain accounting restatements. The Incentive Recovery Policy satisfies NYSE listing requirements implementing SEC rules adopted under the Dodd-Frank Wall Street and Consumer Protection Act and applies to incentive-based compensation received on or after the effective date required by the listing requirements. The Incentive Recovery Policy is filed as Exhibit 97 to this Annual Report on Form 10-K and incorporated by reference. In addition to the Incentive Recovery Policy, there is a recoupment policy under which incentive compensation payments and/or awards may be recouped by the Company if such payments and/or awards were based on erroneous results. The recoupment policy applies to executive officers and other key executives who participate in any of the Company's incentive plans and i) have engaged in intentional misconduct that results in a material inaccuracy in the Company's financial statements, ii) have engaged in fraudulent or other willful and deliberate conduct that is detrimental to the Company or iii) there is a material, negative revision of a performance measure for which incentive compensation was paid or awarded. Under the recoupment policy, the Committee may take a variety of actions including, among others, seeking repayment of incentive compensation (cash and/or equity) that is greater than what would have been awarded if the compensation had been based on accurate results and the forfeiture of incentive compensation. As this policy suggests, the Committee believes that any incentive compensation should be based only on accurate and reliable financial and operational information, and, thus, any inappropriately paid incentive compensation should be returned to the Company for the benefit of shareholders. The Committee believes that this recoupment policy enhances the Company's compensation risk mitigation efforts.
Performance Thresholds and Caps						Excessive risk-taking is mitigated by utilizing caps on incentive plan payouts, multiple performance metrics, and different performance metrics for our annual cash incentive program and PRSUs. Our cash incentive awards are determined based on financial results for organic revenue, income before income taxes, division organic revenue and division operating income, which aggregate to a maximum payout of 200% of target. Executive officers then receive a performance rating that results in a multiplier ranging from 0% to 150%, resulting in a maximum payout of 300% of target.We grant equity compensation to executive officers that promotes long-term financial and operating performance by delivering incremental value to the extent that our stock price increases over time. PRSUs incorporate Company performance relative to a benchmark over a three-year period and have a maximum payout of 200% of target.
Insider Trading and Anti-Hedging Policy						Our Insider Trading Policy prohibits executive officers from trading during certain periods each quarter until after we publicly disclose our financial and operating results. We may impose additional restricted trading periods at any time if we believe trading by executives would be inappropriate because of developments that are, or could be, material and which have not been publicly disclosed. The Insider Trading Policy also prohibits the pledging of Company stock as collateral for loans, holding Company securities in a margin account by officers, directors or employees, and the hedging of Company securities.
Annual Risk Reviews						The Company conducts an annual compensation-related risk review and presents findings and suggested risk mitigation actions to both the Audit and Management Development and Compensation Committees.

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Emphasis on Variable Compensation						A significant portion of each NEO's total compensation opportunity is tied to Company performance, which is intended to drive shareholder value.

Ownership Requirements						The Company believes that the interests of shareholders and executives are aligned when executives are shareholders in possession of a meaningful amount of Company stock. Furthermore, stock ownership requirements encourage positive performance behaviors and discourage executive officers from taking excessive risk. In order to encourage our executive officers and directors to acquire and retain ownership of a significant number of shares of the Company's stock, stock ownership requirements have been established and are equal to a specified multiple of the executive officer's base salary. Our NEOs are expected to obtain the required ownership levels within five years of becoming an executive officer. Refer to the heading “Stock Ownership Requirements” for further discussion of the stock ownership requirements established for each NEO and the actions that the Company may take when an executive is not in compliance with his or her respective stock ownership requirement.

Clawback Provisions						During fiscal 2024, the Committee adopted the Brady Corporation Incentive Recovery Policy, which requires the Company to recover the amount of erroneously awarded incentive-based compensation received by certain covered officers, including the NEOs, in the event of certain accounting restatements. The Incentive Recovery Policy satisfies NYSE listing requirements implementing SEC rules adopted under the Dodd-Frank Wall Street and Consumer Protection Act and applies to incentive-based compensation received on or after the effective date required by the listing requirements. The Incentive Recovery Policy is filed as Exhibit 97 to this Annual Report on Form 10-K and incorporated by reference. In addition to the Incentive Recovery Policy, there is a recoupment policy under which incentive compensation payments and/or awards may be recouped by the Company if such payments and/or awards were based on erroneous results. The recoupment policy applies to executive officers and other key executives who participate in any of the Company's incentive plans and i) have engaged in intentional misconduct that results in a material inaccuracy in the Company's financial statements, ii) have engaged in fraudulent or other willful and deliberate conduct that is detrimental to the Company or iii) there is a material, negative revision of a performance measure for which incentive compensation was paid or awarded. Under the recoupment policy, the Committee may take a variety of actions including, among others, seeking repayment of incentive compensation (cash and/or equity) that is greater than what would have been awarded if the compensation had been based on accurate results and the forfeiture of incentive compensation. As this policy suggests, the Committee believes that any incentive compensation should be based only on accurate and reliable financial and operational information, and, thus, any inappropriately paid incentive compensation should be returned to the Company for the benefit of shareholders. The Committee believes that this recoupment policy enhances the Company's compensation risk mitigation efforts.

Performance Thresholds and Caps						Excessive risk-taking is mitigated by utilizing caps on incentive plan payouts, multiple performance metrics, and different performance metrics for our annual cash incentive program and PRSUs. Our cash incentive awards are determined based on financial results for organic revenue, income before income taxes, division organic revenue and division operating income, which aggregate to a maximum payout of 200% of target. Executive officers then receive a performance rating that results in a multiplier ranging from 0% to 150%, resulting in a maximum payout of 300% of target. We grant equity compensation to executive officers that promotes long-term financial and operating performance by delivering incremental value to the extent that our stock price increases over time. PRSUs incorporate Company performance relative to a benchmark over a three-year period and have a maximum payout of 200% of target.

Insider Trading and Anti-Hedging Policy						Our Insider Trading Policy prohibits executive officers from trading during certain periods each quarter until after we publicly disclose our financial and operating results. We may impose additional restricted trading periods at any time if we believe trading by executives would be inappropriate because of developments that are, or could be, material and which have not been publicly disclosed. The Insider Trading Policy also prohibits the pledging of Company stock as collateral for loans, holding Company securities in a margin account by officers, directors or employees, and the hedging of Company securities.

Annual Risk Reviews						The Company conducts an annual compensation-related risk review and presents findings and suggested risk mitigation actions to both the Audit and Management Development and Compensation Committees.

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The Company’s compensation programs also maintain alignment with shareholders by not including certain features:


No Excessive Change of Control Payments						Messrs. Shaller, Bojarski and DeBruine and Ms. Thornton's maximum cash benefit is equal to two times their base salary and two times their target annual cash incentive in the year in which the termination occurs. For all other NEOs, their maximum cash benefit is equal to two times salary and two times the average annual cash incentive payment received in the three years immediately prior to the date the change of control occurs. In the event of a change of control, unexercised stock options become fully exercisable or, if canceled, each named executive officer shall be given cash or stock equal to the in-the-money value of the canceled stock options. In the event of a change of control, PRSUs and RSUs become fully vested at target.

No Reloads, Repricing, or Options Issued at a Discount						Stock options issued are not repriced, replaced, or regranted through cancellation or by lowering the option price of a previously granted option.

Policies and Practices Relating to the Timing of Equity Awards						We generally grant annual equity-based awards during the first quarter of our fiscal year based on the Committee’s approval of the awards, although such timing may change from year to year. The Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Committee. The Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Compensation Philosophy and Objectives

We seek to align the interests of our executives with those of our shareholders by evaluating performance on the basis of key financial measurements that we believe closely correlate to long-term shareholder value. To this end, we have structured our compensation program to accomplish the following:

•Allow the Company to attract, retain, motivate, develop and reward talented executives;

•Deliver compensation plans that are both internally equitable when comparing similar roles and levels within the Company and externally competitive when comparing to the external market and the Company’s designated peer group;

•Maintain an appropriate balance between base salary and short-term and long-term incentive opportunities;

•Provide integrated compensation programs aligned to the Company’s annual and long-term financial goals and realized performance in order to reward the successful creation of long-term shareholder value;

•Recognize and reward individual initiative and achievement with the amount of compensation each executive receives reflective of the executive’s level of proficiency within his or her role and their level of sustained performance; and

•Institute a pay-for-performance philosophy where the level of rewards is aligned to Company performance results.

Determining Compensation

Management Development & Compensation Committee’s Role

The Committee is responsible for fulfilling the following responsibilities and duties:

•Review, approve and monitor the compensation of the Company's CEO and executive officers

•Review and approve corporate goals and objectives relevant to the CEO and executive officers and evaluate CEO and executive officer performance in light of those goals and objectives

•Review and approve executive compensation, benefits, policies and strategies to support corporate objectives

•Oversee the development process for executives and review development plans of key executives

•Evaluate compensation programs, policies and practices for potential risk and to ensure they do not foster excessive risk taking

•Administer the Company's equity incentive plans

•Consult with management regarding executive compensation

On an annual basis with respect to executive officers, the Committee approves base salary adjustments, long-term equity incentive awards, the annual cash incentives paid for the achievement of performance metrics in the prior fiscal year and the annual cash incentive performance targets for the upcoming fiscal year. In addition, the Committee annually reviews a summary of the elements of compensation for each executive officer in order to evaluate, among other items, how a potential change to an element of our compensation program would affect the respective executive officer's overall compensation. When a new

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executive officer is hired, the Committee is involved in reviewing and approving base salary, annual incentive target, sign-on incentives, annual equity awards, and other aspects of the executive's compensation.

~~Consultants’~~Consultant's Role

The Committee has historically utilized the services of an executive compensation consulting firm to assist with the review and evaluation of compensation levels and policies on a periodic basis, as well as to provide advice with respect to new or modified compensation programs. In fiscal ~~2024~~2025, the Committee utilized the services of ~~Pay Governance LLC and~~ Pearl Meyer as their compensation ~~consultants~~consultant, ~~each of~~ which ~~were~~was determined to be independent by the Corporate Governance Committee. In fiscal ~~2024~~2025, the compensation ~~consultants~~consultant completed an analysis of the Company's current compensation peer group, reviewed the Company's short-term and long-term incentive framework relative to market trends and the Company's strategy and objectives, completed a peer group review of CEO annual total compensation, presented to the Board of Directors any significant regulatory changes and executive compensation trends, and worked on ad hoc compensation-related requests from the Management Development & Compensation Committee throughout the year.

Management’s Role

To aid in determining compensation for fiscal ~~2024~~2025, management obtained compensation data on peer group executive officer compensation through a subscription with Equilar, Inc. and published survey data from various third parties. Our CEO, Mr. Shaller, used this data to make recommendations to the Committee concerning compensation for each executive officer other than himself. Mr. Shaller made no recommendation with respect to his own compensation. In setting compensation for each executive officer, the Committee takes into consideration these recommendations, along with Company results during the fiscal year, the level of responsibility and demonstrated leadership capability, third-party market compensation data, and the results of annual performance reviews which, for our CEO, included a self-assessment and feedback from his direct reports and each member of the Board of Directors. The Committee also took into consideration the recommendations of ~~Pay~~Pearl ~~Governance~~Meyer ~~LLC~~ with respect to compensation elements for the CEO. Mr. Shaller did not attend the portion of any meeting during which the Committee discussed matters related specifically to his compensation.

Elements of Compensation

Our total compensation program includes five elements: base salary, annual cash incentives, long-term equity incentives, employee benefits, and perquisites. We use these elements of compensation to attract, retain, motivate, develop and reward our executives.

Our compensation philosophy is to allocate a significant portion of total compensation to long-term compensation (equity incentive awards) in order to align the achievement of performance goals for our executives with shareholder interests. For fiscal ~~2024~~2025, equity incentive awards comprised 6770% of Mr. Shaller’s total target compensation in his role as President, Chief Executive Officer and Director of the Company and on average, 3343% of the total target compensation of the other NEOs.

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In general, we target each NEO's total of base salary, annual cash incentive, and long-term equity incentive compensation elements to be at or near the market median (50th percentile) with an opportunity for above market median pay (generally up to the 75th percentile) if performance goals for annual and long-term incentives are achieved above target. Our compensation structure is balanced by the payment of below market median compensation to our NEOs when actual financial results or individual performance do not meet expected results. The following table describes the purpose of each compensation element and how that element is related to our pay-for-performance approach:

Compensation Element

Purpose

Performance Alignment

Base salary

A fixed level of income used to attract and retain executives by compensating for the primary functions and responsibilities of the position.

Base salary increase depends upon individual performance, job proficiency and market competitiveness.

Annual cash incentive award

To attract, retain, motivate and reward executives for achieving or exceeding annual performance goals at total Company and division levels.

Financial performance and individual performance of each executive determines the amount of the respective executive's annual cash incentive award.

Annual long-term equity incentive awards: RSUs and PRSUs

To attract, retain, motivate and reward executives for the successful creation of long-term shareholder value.

An assessment of executive leadership, experience and expected future contribution, combined with market data, are used to determine the amount of equity granted to each executive.

RSUs are intended to facilitate retention and to align executives with the creation of long-term shareholder value.

PRSUs are intended to align executives with long-term financial goals and the creation of long-term shareholder value.

Benchmarking Total Compensation

The Committee uses peer group data to assess the reasonableness and competitiveness of several elements of compensation, including base salaries, annual cash incentives, and long-term equity awards of positions similar to those of our NEOs. The guiding principles of the Company's peer group company selection process includes considerations for company size and scope, industry focus, operational scope, product and workforce. The following 18 companies were included in the fiscal ~~2024~~2025 total compensation analysis conducted using publicly available data:


Albany International Corp.	Franklin Electric Co., Inc.	Methode Electronics, Inc.
Allegion plc	Graco Inc.	MSA Safety Incorporated
Barnes Group Inc.	Helios Technologies, Inc.	Nordson Corporation
EnPro Industries, Inc.	IDEX Corporation	Tennant Company
ESCO Technologies Inc.	Ingevity Corporation	TriMas Corporation
Federal Signal Corp.	Kadant Inc.	Watts Water Technologies, Inc.

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Fiscal ~~2024~~2025 Named Executive Officer Compensation

Base Salaries

The table below reflects the base salary for each NEO in effect at the end of each fiscal year.

Named Executive Officer	July 31, ~~2024~~2025		July 31, ~~2023~~2024		Percentage Change
Russell R. Shaller	$	~~874~~1,~~500~~025,000	$	~~795~~874,~~000~~500	1017.02	%
Ann E. Thornton	~~472~~515,~~500~~000		~~450~~472,~~000~~500		59.0	%
Olivier Bojarski	~~466~~490,~~500~~000		~~440~~466,~~000~~500		65.0	%
Thomas F. DeBruine (1)	450,000		320,000		40.6	%
Thomas F. DeBruine	450,000		450,000		—	%
Andrew T. Gorman	~~345~~375,000		~~325~~345,~~500~~000		68.07	%

(1)On October 2, 2023, Mr. DeBruine received a base salary increase to $345,000 at the time annual raises were made to other NEOs. In connection with his appointment to Chief Operating Officer, Mr. DeBruine received a base salary increase to $450,000 to reflect his change in role and more closely align his compensation with market compensation for similar positions among our peer group companies.

Annual Cash Incentive Awards

All executives participate in an annual cash incentive plan. The Company is organized and managed on a global basis within two segments: Americas & Asia and Europe & Australia. Annual cash incentive award payouts to Mr. Bojarski, President of Americas & Asia, are primarily based on segment performance. Payouts to the other NEOs are based on total company performance.

Management and the Committee annually evaluate the performance metrics of the cash incentive award program, and concluded that the elements of the fiscal 2024 plan represent critical elements of the Company’s performance that when combined, are designed to result in sustainable long-term sales and profit growth. Set forth below is a description of the fiscal 2024 financial performance metrics for the annual cash incentive plan:70

Performance Metric

Definition

Weighting

NEO

Total sales

Total sales is measured as total net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures.

35%

Messrs. Shaller, DeBruine, Gorman and Ms. Thornton

Total income before income taxes

65%

Messrs. Shaller, DeBruine, Gorman and Ms. Thornton

Division sales

Division sales is measured as division net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures.

25%

Mr. Bojarski

Division operating income

45%

Mr. Bojarski

Total sales

Total sales is measured as total net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures.

10%

Mr. Bojarski

Total income before income taxes

20%

Mr. Bojarski

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~~The~~Management ~~funding~~and ~~level of~~ the ~~fiscal~~Committee ~~2024~~annually ~~annual~~evaluate ~~cash incentive plan was determined based on~~ the ~~level~~performance ofmetrics ~~achievement~~ of the ~~annual~~cash ~~sales~~incentive ~~and~~award ~~profit~~program, ~~metrics~~and ~~described~~concluded ~~above compared to stated thresholds~~ that ~~were established at~~ the ~~beginning~~elements of the fiscal ~~year.~~2025 ~~These~~plan ~~thresholds~~represent ~~are~~critical ~~set~~elements ~~forth~~of in the ~~tables~~Company’s ~~below~~performance ~~for~~that ~~each~~when ~~NEO.~~combined, ~~The~~are ~~annual~~designed ~~cash~~to ~~incentive~~result ~~plan~~in ~~also~~sustainable ~~includes~~long-term asales ~~minimum~~and profit ~~threshold~~growth. ~~that~~Set ~~must~~forth bebelow ~~exceeded~~is ina ~~order~~description ~~for any cash incentive amount to be funded, regardless~~ of the ~~achievement~~fiscal of2025 ~~revenue.~~financial Inperformance ~~addition,~~metrics ~~plan~~for ~~participants must be employed on~~ the ~~payment date to receive the payout of their~~ annual cash incentive ~~award.~~plan:

Performance Metric

Definition

Weighting

NEO

Total sales

Total sales is measured as total net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures.

35%

Messrs. Shaller, DeBruine, Gorman and Ms. Thornton

Total income before income taxes

Total income before income taxes is defined as total net sales minus total expenses before deducting income tax expense calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation, current year acquisitions or divestitures, and other adjustments approved by the Committee. In fiscal 2025, other adjustments include facility closure and other reorganization costs.

65%

Messrs. Shaller, DeBruine, Gorman and Ms. Thornton

Division sales

Division sales is measured as division net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures.

25%

Mr. Bojarski

Division operating income

Division operating income is measured as division net sales less cost of goods sold, selling expenses, research and development expenses, and administrative expenses calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation, current year acquisitions or divestitures, and other adjustments approved by the Committee. In fiscal 2025, other adjustments include facility closure and other reorganization costs.

45%

Mr. Bojarski

Total sales

Total sales is measured as total net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures.

10%

Mr. Bojarski

Total income before income taxes

Total income before income taxes is defined as total net sales minus total expenses before deducting income tax expense calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures, current year acquisitions or divestitures, and other adjustments approved by the Committee. In fiscal 2025, other adjustments include facility closure and other reorganization costs.

20%

Mr. Bojarski

The funding level of the fiscal 2025 annual cash incentive plan was determined based on the level of achievement of the annual sales and profit metrics described above compared to stated thresholds that were established at the beginning of the fiscal year. These thresholds are set forth in the tables below for each NEO. The annual cash incentive plan also includes a minimum profit threshold that must be exceeded in order for any cash incentive amount to be funded, regardless of the achievement of revenue. In addition, plan participants must be employed on the payment date to receive the payout of their annual incentive award.

Individual contribution is determined by assessing the level of achievement of each NEO’s individual annual goals combined with his or her ability to deliver on the competencies needed to achieve those goals. The competencies include items such as optimizing work processes through continuous improvement initiatives, building strong customer relationships and providing excellent customer service, creating innovative new product solutions, valuing different perspectives and developing our people. Individual annual goals and competencies are included in each NEO’s performance assessment to ensure they are focused on initiatives within their area of responsibility that will increase both sales and profitability and drive long-term shareholder value.

While our objective is to set goals that are quantitative and measurable, certain elements of the performance assessment may be subjective. Assessments and rating recommendations for all executive officers, except the CEO, are delivered to the Committee by the CEO in July. The CEO provides the Committee with a self-assessment of his own performance without a ~~rating recommendation and the Committee conducts an annual review and evaluation process to determine the CEO's performance rating.~~

The Company's rating system consists of five performance levels, each with a predetermined multiplier that is applied to the available annual cash incentive that is earned and payable based upon the NEO's contribution to the fiscal year objectives and their individual annual goals: Unsatisfactory - 0%; Needs Improvement - 50%; Fully Meets Objectives - 100%; Exceeds Objectives - 125%; and Outstanding - 150%. The annual cash incentive target is calculated as a percentage of the NEO’s eligible compensation, which is defined as base salary paid during the fiscal year. The achievement of the financial performance metrics defined in the table above is applied to this target for each NEO, and their individual performance rating is then applied, resulting in the annual cash incentive award. The following sections detail this calculation for each NEO.71

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rating recommendation and the Committee conducts an annual review and evaluation process to determine the CEO's performance rating.

The Company's rating system consists of five performance level ranges that are applied to the available annual cash incentive that is earned and payable based upon the NEO's contribution to the fiscal year objectives and their individual annual goals: Unsatisfactory - 0%; Needs Improvement - 50%; Fully Meets Objectives - 75% to 110%; Exceeds Objectives - 95% to 125%; and Outstanding - 120% to 150%. The annual cash incentive target is calculated as a percentage of the NEO’s eligible compensation, which is defined as base salary paid during the fiscal year. The achievement of the financial performance metrics defined in the table above is applied to this target for each NEO, and their individual performance rating is then applied, resulting in the annual cash incentive award. The following sections detail this calculation for each NEO.

Messrs. Shaller, DeBruine and Gorman and Ms. Thornton

The cash incentive payable to Messrs. Shaller, DeBruine and Gorman and Ms. Thornton for fiscal ~~2024~~2025 was based on total sales and income before income taxes. For fiscal ~~2024~~2025, an annual cash incentive was funded for the achievement of total sales and income before income taxes. The multiplier for individual performance was applied to the two components to arrive at the final cash incentive award achieved.

The threshold, target, maximum and actual cash incentive award earned for Messrs. Shaller, DeBruine and Gorman and Ms. Thornton were as follows:

							Fiscal 2024 Actual Results
							Fiscal 2025 Actual Results
Performance Measure (weighting)	Threshold		Target		Maximum				Achievement ($)		Achievement (%)
Sales (35%)(millions)	$1,~~274~~308.05		$1,~~352~~377.54		$1,~~463~~447.41 or more				$1,~~335~~364.09		7882	%
Income Before Income Taxes (65%)(millions)	$~~214~~235.02		$~~236~~261.73		$~~256~~284.28 or more				$~~249~~266.46		~~165~~123	%
Individual Performance Multiplier	0	%	100	%	150	%					Varies
Fiscal 2024 Annual Cash Incentive Award:	Threshold		Target		Maximum (% of Base Salary)		Actual Payout(% of Target)		Actual Payout(% of Base Salary)		Actual Payout($)
Fiscal 2025 Annual Cash Incentive Award:	Threshold		Target		Maximum (% of Base Salary)		Actual Payout(% of Target)		Actual Payout(% of Base Salary)		Actual Payout($)
R.R. Shaller	0	%	~~100~~115	%	~~300~~345	%	~~168~~120	%	~~168~~138	%	$1,~~439~~373,~~180~~414
A.E. Thornton	0	%	70	%	210	%	~~134~~120	%	9484	%	$~~439~~425,~~146~~380
T.F. DeBruine (1)	0	%	60	%	180	%	168	%	101	%	$60,880
T.F. DeBruine	0	%	60	%	180	%	153	%	92	%	$412,020
T.F. DeBruine (2)	0	%	50	%	150	%	168	%	84	%	$246,016
A.T. Gorman	0	%	60	%	180	%	120	%	72	%	$265,625
A.T. Gorman	0	%	60	%	180	%	168	%	101	%	$342,957

(1)This calculation is based upon salary paid to Mr. DeBruine from June 3, 2024 to July 31, 2024 in his role as Chief Operating Officer.

(2)This calculation is based upon salary paid to Mr. DeBruine from August 1, 2023 to June 3, 2024 in his role as Vice President of Global Operations.

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Mr. Shaller's individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals as follows:

•Strategy - Objective focused on establishing athe ~~new~~ strategic direction for the total company in order to drive long-term sales growth. ~~The~~Advanced the Company’s ~~executed~~strategic ~~its~~direction ~~reorganization~~by toexecuting aagainst ~~regional~~its ~~operating~~long-term ~~structure~~growth ~~during fiscal 2024 to take advantage of synergies within the regions~~objectives, ~~utilize~~including ~~its~~completing ~~best~~and ~~go-to-market~~integrating ~~strategies,~~three ~~and~~acquisitions ~~accelerate~~that ~~new~~expanded ~~product~~our ~~development~~presence ~~with~~in ~~increased~~targeted ~~geographic scale~~markets.

•Total organic sales growth - Objective focused on delivering organic sales growth. The Company’s organic sales growth rate was 2.6% in fiscal ~~2024~~2025.

•Total income before income taxes - Objective focused on improving income before income taxes while making the investments for sustainable long-term organic sales growth. ~~Income~~In ~~before~~fiscal ~~income~~2025, ~~taxes~~the ~~improved~~Company ~~from~~exceeded ~~$225.7~~its ~~million~~income inbefore ~~fiscal~~income ~~2023~~taxes ~~to $247.8 million in fiscal 2024~~target, while increasing investments in R&D ~~increased~~by ~~from $61~~17.49% ~~million~~and incompleting ~~fiscal~~and ~~2023~~integrating three acquisitions to ~~$67.7~~support ~~million~~sustainable inlong-term ~~fiscal~~organic ~~2024~~sales growth.

After a review of Mr. Shaller's performance, the Committee determined that Mr. Shaller's resulting performance level was ~~125~~110% for his individual performance multiplier.

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Ms. Thornton's individual performance multiplier for her role as CFO was the result of her contribution to several fiscal year objectives and individual annual goals as follows:

•Selling, general and administrative expenses - Objective focused on reducing selling, general and administrative expenses throughout the Company, with a specific focus on reducing general and administrative expenses in a sustainable manner while continuing to invest in sales-generating resources. As a percentage of net sales, SG&A expenses increased from 2728.81% in fiscal ~~2023~~2024 to 2829.14% in fiscal ~~2024~~2025 primarily due to ~~investments~~incremental inamortization ~~sales~~expense from acquired businesses, facility closure and ~~technology~~other reorganization costs, and non-recurring acquisition related ~~roles~~costs. These actions reflect deliberate short-term costs increases intended to create a more effective and efficient operating environment in the future.

•Income before income taxes - Objective focused on improving income before income taxes while making the investments for sustainable long-term organic sales growth. ~~Income~~In ~~before~~fiscal ~~income~~2025, ~~taxes~~the ~~improved~~Company ~~from~~exceeded ~~$225.7~~its ~~million~~income inbefore ~~fiscal~~income ~~2023~~taxes ~~to $247.8 million in fiscal 2024~~target, while increasing investments in R&D ~~increased~~by ~~from $61~~17.49% ~~million~~and incompleting ~~fiscal~~and ~~2023~~integrating three acquisitions to ~~$67.7~~support ~~million~~sustainable inlong-term ~~fiscal~~organic ~~2024~~sales growth.

•Cash flow - Objective focused on delivering strong cash flow in relation to net income. ~~The~~In ~~company's~~fiscal 2025, net cash ~~flow~~provided ~~from~~by operating activities ~~increased~~was ~~from~~ $~~209~~181.12 million, inor ~~fiscal 2023 to $255~~95.17% ~~million in fiscal 2024. The Company's cash flow from operating activities as a percentage~~ of net income ~~was 119~~.~~6% in fiscal 2023 compared to 129.3% in fiscal 2024.~~

After a review of Ms. Thornton's performance, the Committee determined that Ms. Thornton's resulting performance level was ~~100~~110% for her individual performance multiplier.

Mr. DeBruine's individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals as follows:

•Digital enhancement - Objective focused on improving the Company's digital presence and the use of data-driven marketing automation tools to expand and enhance our sales capabilities across both our Americas & Asia and Europe & Australia segments.

•Technology - Objective focused on leading the integration of artificial intelligence (“AI”) and other advanced technologies into company processes to enhance efficiency, optimize existing tools, and drive innovation across all operational areas.

•Facilities - Objective focused on overseeing all aspects of physical location management, including site selection, site closures and facility ownership or lease rationalization, to ensure optimal operational efficiency and continuity.

•ESG - Objective focused on fostering a culture of sustainability, integrating ESG considerations into daily operations, with a focus on reducing waste.

After a review of Mr. DeBruine's performance, the Committee determined that Mr. DeBruine's resulting performance level was ~~125~~140% for his individual performance multiplier.

Mr. Gorman's individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals as follows:

•Compliance - Objective focused on ensuring continued compliance with domestic and international laws and regulations, as well as maintaining internal compliance programs.

•Legal structure simplification - Objective focused on simplifying the Company's legal entity structure.

71After a review of Mr. Gorman's performance, the Committee determined that Mr. Gorman's resulting performance level was 110% for his individual performance multiplier.

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After a review of Mr. Gorman's performance, the Committee determined that Mr. Gorman's resulting performance level was 125% for his individual performance multiplier.

Mr. Bojarski

The cash incentive payable to Mr. Bojarski for fiscal ~~2024~~2025 was based on achievement of Americas & Asia segment sales and operating income. For fiscal ~~2024~~2025, a cash incentive was funded for the achievement of the Americas & Asia segment sales and operating income, as well as total company sales and total company income before income taxes based upon the achievement of the financial targets established at the beginning of the fiscal year. The multiplier for individual performance was applied to the achievement of these components to arrive at the final cash incentive award achieved.

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The threshold, target, maximum and actual payout amounts for Mr. Bojarski were as follows:

Fiscal 2024 Actual Results

Fiscal 2025 Actual Results

Performance Measure (weighting)

Threshold

Target

Maximum

Achievement ($)

Achievement (%)

Americas & Asia Division Sales (25%)(millions)

$~~839~~866.53

$~~888~~911.49

$~~961~~958.36 or more

$~~883~~921.8

91121

Americas & Asia Division Operating Income (45%)(millions)

$~~193~~214.50

$~~215~~237.07

$~~237~~259.42 or more

$~~226~~241.03

~~149~~117

Total Company Sales (10%)(millions)

$1,~~274~~308.05

$1,~~352~~377.54

$1,~~463~~447.41 or more

$1,~~335~~364.09

7882

Total Company Income Before Income Taxes (20%)(millions)

$~~214~~235.02

$~~236~~261.73

$~~256~~284.28 or more

$~~249~~266.46

~~165~~123

Individual Performance Multiplier

100

150

~~100~~125

Fiscal 2024 Annual Cash Incentive Award:

Threshold

Target

Maximum (% of Base Salary)

Actual Payout(% of Target)

Actual Payout(% of Base Salary)

Actual Payout($)

Fiscal 2025 Annual Cash Incentive Award:

Threshold

Target

Maximum (% of Base Salary)

Actual Payout(% of Target)

Actual Payout(% of Base Salary)

Actual Payout($)

O. Bojarski

225

~~130~~145

98111

$~~449~~527,~~869~~960

Mr. Bojarski's individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals in his role as President - Americas & Asia as follows:

•Americas & Asia segment profit - Objective focused on improving segment profit in the Americas & Asia segment while making the investments for sustainable long-term organic sales growth. ~~Segment~~In fiscal 2025, segment profit ~~within~~in the Americas & Asia segment ~~improved~~was ~~from~~ $~~180~~209.58 million, inan ~~fiscal~~improvement ~~2023~~of ~~to $196~~6.86% ~~million~~over inthe ~~fiscal~~prior ~~2024~~year.

•Americas & Asia organic sales growth - Objective focused on delivering organic sales growth in the Americas & Asia segment. Organic sales within the Americas & Asia segment increased by 34.18% in fiscal ~~2024~~2025.

•Innovation development process - Objective focused on implementing sustainable processes to grow the Company’s pipeline of new products and to deliver the new products to market in a timely and cost-effective manner. ~~Numerous~~Advanced ~~new~~this ~~products~~objective ~~were~~by ~~launched~~strengthening ~~during~~product ~~fiscal~~development ~~2024~~processes, ~~including~~supporting ~~several~~growth ~~printers~~in ~~introducing~~the ~~expanded software and mobile capabilities. The~~ new product pipeline, ~~was~~and ~~streamlined~~working ~~and~~to ~~improved~~deliver ~~which~~products ~~has~~to ~~reduced~~market ~~the~~in ~~time~~a ~~frame~~timely and cost-effective ~~to move from new product idea to product launch~~manner.

After a review of Mr. Bojarski's performance, the Committee determined that Mr. Bojarski's resulting performance level was ~~100~~125% for his individual performance multiplier as President - Americas & Asia.

Long-Term Equity Incentive Awards

For fiscal ~~2024~~2025, the Committee reviewed historical award sizes and median levels of equity awarded to similar positions at our peer companies and other relevant market data. The Committee then approved the fiscal ~~2024~~2025 awards consisting of a combination of RSUs and PRSUs to align executive compensation with the creation of long-term shareholder value. The Committee uses its discretion in combination with peer group data, analysis of actual pay and performance, and advice from its independent compensation consultant to determine the size and type of equity awards granted to the CEO. For all other executives, the Committee also considers the input from the CEO when determining the size and type of annual equity awards.

RSUs: RSUs generally vest one-third annually for three years. The Committee has the ability to vary the vesting schedule for new RSU grants in accordance with the terms of the plan. All RSUs are granted following the Committee's approval, with a fair value equal to the average of the high and low stock price on the grant date.

PRSUs: PRSUs granted in fiscal ~~2024~~2025 include two vesting criteria: 50% of the shares vest based on diluted EPS targets, and 50% of the shares vest based on revenue performance. Each of these metrics is based on achievement over four separate performance periods as discussed in the Executive Summary. The diluted EPS performance measure aligns executive compensation with the creation of long-term shareholder value. If threshold performance is not achieved for a particular performance period, then no award will vest relative to that performance period. PRSUs will vest between 0% and 200% of target depending on the relative three-year achievement of revenue and diluted EPS growth goals over the respective performance periods.

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performance periods as discussed in the Executive Summary. The diluted EPS performance measure aligns executive compensation with the creation of long-term shareholder value. If threshold performance is not achieved for a particular performance period, then no award will vest relative to that performance period. PRSUs will vest between 0% and 200% of target depending on the relative three-year achievement of revenue and diluted EPS growth goals over the respective performance periods.

No dividends are paid or accrued on the RSUs or PRSUs prior to the issuance of shares.

~~The following is a summary of long-term equity incentive awards granted to the Company's NEOs during fiscal 2024:~~74

Named Officers	Total Grant DateFair Value		PRSUs (at target)Grant Date Fair Value		RSUsGrant Date Fair Value
R.R. Shaller	$	3,551,028	$	1,775,508	$	1,775,520
A.E. Thornton	675,016		337,503		337,513
O. Bojarski	682,053		341,033		341,020
T.F. DeBruine	220,084		110,046		110,038
A.T. Gorman	315,072		157,522		157,550

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~~PRSUs~~The ~~Earned~~following ~~for~~is ~~the~~a ~~Fiscal~~summary ~~2022~~of long-term ~~2024~~equity ~~Performance~~incentive ~~Period~~awards granted to the Company's NEOs during fiscal 2025:

The table below outlines the performance metrics, performance levels and actual performance achievement for the fiscal 2022 - 2024 PRSU cycle for the TSR and compound annual growth rate (“CAGR”) metrics:


Named Officers	Total Grant Date Fair Value		PRSUs (at target) Grant Date Fair Value		RSUs Grant Date Fair Value
R.R. Shaller	$	4,990,208	$	2,590,176	$	2,400,032
A.E. Thornton	800,043		400,013		400,030
O. Bojarski	750,035		375,007		375,028
T.F. DeBruine	490,078		252,523		237,555
A.T. Gorman	368,998		193,985		175,013

Performance Metric

Threshold (25%)

Target (100%)

Maximum (200%)

Actual Performance

% Payout Achieved

Relative TSR Percentile

25th

50th

75th

56th

126.0

PRSUs Earned for the Fiscal 2023 - 2025 Performance Period

Performance Period	Weight		Performance Metric	Threshold (25%)		(1)Target (100%)		Maximum (200%)		Actual Performance		% Payout Achieved
August 1, 2021 - July 31, 2022	25	%	Year 1 CAGR	3.4	%	6.0	%	11.3	%	7.4	%	126.0	%
August 1, 2022 - July 31, 2023	25	%	Year 2 CAGR	4.2	%	5.6	%	8.2	%	4.5	%	39.0	%
August 1, 2023 - July 31, 2024	25	%	Year 3 CAGR	4.1	%	5.0	%	6.7	%	3.1	%	—	%
August 1, 2021 - July 31, 2024	25	%	Total CAGR	2.7	%	3.5	%	5.2	%	2.9	%	44.0	%
Total Payout Achieved												52.0	%

The table below outlines the performance metrics, performance levels and actual performance achievement for the fiscal 2023 - 2025 PRSU cycle for the TSR and compound annual growth rate (“CAGR”) metrics:

(1)The target performance and baseline have been adjusted to reflect divestitures. As the Company divested businesses in fiscal 2023 and fiscal 2024, the corresponding target performance has been modified for these performance periods. The Company's initial target performance was a CAGR of 6% for each of these years.

Performance Metric

Threshold (25%)

Target (100%)

Maximum (200%)

Actual Performance

% Payout Achieved

Relative TSR Percentile

25th

50th

75th

61st

141

The PRSUs achieved a total payout of 89% based on half the awards vesting based on the TSR metric and half the awards vesting based on the revenue growth metric.


Performance Period	Weight		Performance Metric	Threshold (25%)		(1) Target (100%)		Maximum (200%)		Actual Performance		% Payout Achieved
August 1, 2022 - July 31, 2023	25	%	Year 1 CAGR	3.3	%	6.0	%	11.3	%	2.5	%	—	%
August 1, 2023 - July 31, 2024	25	%	Year 2 CAGR	4.7	%	6.0	%	8.6	%	2.3	%	—	%
August 1, 2024 - July 31, 2025	25	%	Year 3 CAGR	5.1	%	6.0	%	7.7	%	6.1	%	104	%
August 1, 2022 - July 31, 2025	25	%	Total CAGR	3.1	%	4.0	%	5.7	%	2.0	%	—	%
Total Payout Achieved												26	%

(1)The target performance and baseline have been adjusted to reflect divestitures. As the Company divested businesses in fiscal 2023 and fiscal 2024, the corresponding baseline and target performance has been adjusted for these performance periods. The Company's target performance was a CAGR of 6% for each of these years.

During fiscal year 2025, the Management Development and Compensation Committee approved a modification to the performance vesting conditions for the above awards. Specifically, the performance metrics for a portion of the PRSU awards granted in fiscal year 2023 were adjusted to include revenue from acquisitions in the achievement of the revenue target. This is considered a Type III modification under ASC Topic 718, “Share-Based Payment” as the modification resulted in a change to the probability of vesting from improbable to probable. The Management Development and Compensation Committee made the decision to align these awards with the PRSUs granted in fiscal 2024 and fiscal 2025, which include the revenue from acquisitions as part of the performance metric. There was no modification made to the portion of awards vesting based on the TSR metric. The PRSUs achieved a total payout of 84%, with half the awards vesting based on the TSR metric, and the other half vesting based on the revenue growth metric.

Other Elements of Compensation

Health and Welfare Benefits: We provide subsidized health and welfare benefits which include medical, dental, life and disability insurance and paid time off. Executive officers are entitled to participate in our health and welfare plans on generally the same terms and conditions as other employees, subject to limitations under applicable law. In addition, the Company maintains a supplemental long-term disability policy for its U.S. executives. The supplemental long-term disability policy provides for an additional 15% of compensation, up to a maximum additional benefit of $5,000 per month. Brady pays the premiums for these benefits; therefore, these benefits represent taxable benefits to the executive.

Retirement Benefits: Brady employees (including NEOs) in the United States and certain expatriate employees working for its international subsidiaries are eligible to participate in the Brady Corporation Matched 401(k) Plan (the “Matched 401(k) Plan”). NEOs in the United States and employees at certain United States locations are also eligible to participate in the Brady Corporation Funded Retirement Plan (“Funded Retirement Plan”). In addition, certain Brady international employees are eligible to participate in Company sponsored statutory and supplementary defined benefit pension plans that are primarily unfunded and provide an income benefit upon termination or retirement.

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The Funded Retirement Plan is a defined contribution plan through which the Company contributes 4% of the annual wages of each eligible participant. In addition, participants may elect to ~~participate~~defer inup to 5% of their annual wages into the Matched 401(k) Plan, which is matched up to an additional 4% contribution from the Company. ~~sponsored~~Participants ~~statutory~~may elect to contribute an additional 45% of their eligible earnings to their Matched 401(k) Plan account without an additional matching contribution from the Company, which is subject to specified maximum limits allowed by the Internal Revenue Service (“IRS”). The assets of the Matched 401(k) Plan and ~~supplementary~~Funded ~~defined~~Retirement ~~benefit~~Plan ~~pension~~credited ~~plans~~to ~~that~~each participant are ~~primarily~~invested ~~unfunded~~by ~~and~~the ~~provide~~trustee anof ~~income~~the ~~benefit~~Plans ~~upon~~as ~~termination~~directed orby ~~retirement~~each plan participant in a variety of investment funds as permitted by the Plans. Participants in the Matched 401(k) Plan become fully vested in employer contributions over a two-year period of continuous service. Employer contributions to the Funded Retirement Plan become fully vested over a six-year period of continuous service.

The Funded Retirement Plan is a defined contribution plan through which the Company contributes 4% of the annual wages of each eligible participant. In addition, participants may elect to defer up to 5% of their annual wages into the Matched 401(k) Plan, which is matched up to an additional 4% contribution from the Company. Participants may elect to contribute an additional 45% of their eligible earnings to their Matched 401(k) Plan account without an additional matching contribution from the Company, which is subject to specified maximum limits allowed by the Internal Revenue Service ("IRS"). The assets of the Matched 401(k) Plan and Funded Retirement Plan credited to each participant are invested by the trustee of the Plans as directed by each plan participant in a variety of investment funds as permitted by the Plans. Participants in the Matched 401(k) Plan become fully vested in employer contributions over a two-year period of continuous service. Employer contributions to the Funded Retirement Plan become fully vested over a six-year period of continuous service.

Benefits are generally payable upon the death, disability, or retirement of the participant, or upon termination of employment before retirement, although benefits may be withdrawn from the Matched 401(k) Plan and paid to the participant in certain circumstances. Under certain specified circumstances, the Matched 401(k) Plan allows a participant to withdraw loans on their account.

Deferred Compensation Arrangements: The Company has two deferred compensation plans, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan, that allow for compensation to be deferred into either the Company’s Class A Nonvoting Common Stock or other investment funds. Both the Director Deferred Compensation and the Executive Deferred Compensation Plans disallow transfers from other investment funds into the Company’s Class A Nonvoting Stock, and both disallow transfers from the Company’s Class A Nonvoting Stock into other investment funds. The assets in both deferred compensation plans are held in a Rabbi Trust and are invested by the trustee as directed by the participant. Executives and directors may elect whether to receive their account balance following termination of employment in a single lump sum payment or by means of distribution under an annual installment method. Distributions of the Company’s Class A Nonvoting Common Stock are made in-kind; distributions of mutual funds are made in cash.

Executives are eligible to participate in the Brady Restoration Plan, which is a non-qualified deferred compensation plan that allows an equivalent benefit to the Matched 401(k) Plan and the Funded Retirement Plan for executives' income exceeding the IRS limits of participation in a qualified 401(k) plan.

Perquisites: Brady generally provides executives with the following perquisites:

•Financial planning and tax preparation;

•Company car or car allowance;

•Physical examination;

•Long-term care insurance; and

•Personal liability insurance.

Stock Ownership Requirements

In order to encourage our executive officers and directors to acquire and retain ownership of a significant number of shares of the Company's stock, stock ownership requirements have been established.

The Board of Directors has established the following stock ownership requirements for our NEOs:


R.R. Shaller						5 times base salary
A.E. Thornton						3 times base salary
O. Bojarski						3 times base salary
T.F. DeBruine						3 times base salary
A.T. Gorman						2 times base salary

Our NEOs are expected to meet their ownership requirement within five years of becoming an executive officer and may not sell shares, other than to cover tax withholding requirements associated with the vesting or exercise of an equity award, until such time as they meet the requirements. All NEOs were in compliance with their respective ownership requirements as of July 31, ~~2024~~2025. If an executive does not meet his or her ownership requirement within five years, the Committee may direct that the executive's after-tax payout on any incentive plans will be in Class A Nonvoting Common Stock in order to satisfy the executive’s ownership requirement.

74Actual stock ownership of each NEO is reviewed on an annual basis to ensure the guidelines are met. The following equity balances are included for purposes of determining whether an executive meets his or her ownership requirements: the fair market values of Company stock owned, Company stock held in the Executive Deferred Compensation Plan, RSUs, and the

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