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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form	10-Q


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

For the Quarterly Period Ended March 31, 2026


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

For the transition period from to .

Commission File Number 001-08454

     ACCO Brands Corporation

    

     (Exact Name of Registrant as Specified in Its Charter)

    

     Delaware

     36-2704017

     (State or Other Jurisdiction of
Incorporation or Organization)

     (I.R.S. Employer
Identification Number)

Four Corporate Drive

Lake Zurich, Illinois 60047

(Address of Registrant’s Principal Executive Office, Including Zip Code)

(847) 541-9500

(Registrant’s Telephone Number, Including Area Code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ACCO	NYSE

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 x No o

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 and post such files). Yes x No o

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	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of April 24, 2026, the registrant had outstanding 92,257,794 shares of Common Stock.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, strategies, business operations and similar matters, results of operations, liquidity, and financial condition and those related to cost reductions and anticipated pre-tax savings and restructuring costs are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to us at the time such statements are made. These statements, which are generally identifiable by the use of the words "will," "believe," "expect," "intend," "anticipate," "estimate," "forecast," "future," "predict," "project," "plan," and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them. Forward-looking statements are subject to the occurrence of events outside the Company’s control and actual results and the timing of the events may differ materially from those suggested or implied by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. Investors and others are cautioned to not place undue reliance on forward-looking statements when deciding whether to buy, sell or hold the Company's securities.

Some of the factors that could affect our results or cause our plans, actions and results to differ materially from those expressed in the forward-looking statements contained in this Quarterly Report on Form 10-Q are detailed in "Part I, Item 1. Business" and "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as in "Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q and from time to time in our other Securities and Exchange Commission (the "SEC") filings.

Website Access to Securities and Exchange Commission Reports

The Company’s Internet website can be found at www.accobrands.com. The Company makes available free of charge on or through its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as practicable after the Company files them with, or furnishes them to, the SEC.

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Condensed Consolidated Balance Sheets	4
Consolidated Statements of Income (Loss)	5
Consolidated Statements of Comprehensive Income	6
Condensed Consolidated Statements of Cash Flows	7
Consolidated Statement of Stockholders’ Equity	8
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	35
Item 4. Controls and Procedures	35
PART II — OTHER INFORMATION	35
Item 1. Legal Proceedings	35
Item 1A. Risk Factors	36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3. Defaults Upon Senior Securities	36
Item 4. Mine Safety Disclosures	37
Item 5. Other Information	37
Item 6. Exhibits	37
SIGNATURES	38

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCO Brands Corporation and Subsidiaries

Condensed Consolidated Balance Sheets


	March 31, 2026			December 31, 2025
(in millions)	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	118.9		$	64.4
Accounts receivable, net		277.6			359.7
Inventories		356.0			289.1
Other current assets		45.0			37.1
Total current assets		797.5			750.3
Total property, plant and equipment		549.7			528.4
Less: accumulated depreciation		(411.2	)		(389.6	)
Property, plant and equipment, net		138.5			138.8
Right of use asset, leases		75.5			78.0
Deferred income taxes		92.8			92.8
Goodwill		472.7			478.5
Identifiable intangibles, net		683.0			696.9
Other non-current assets		21.9			17.7
Total assets	$	2,281.9		$	2,253.0
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable	$	23.6		$	—
Current portion of long-term debt		25.7			30.8
Accounts payable		184.2			186.7
Accrued compensation		34.3			30.1
Accrued customer program liabilities		55.2			77.1
Lease liabilities		21.3			20.5
Other current liabilities		106.0			120.1
Total current liabilities		450.3			465.3
Long-term debt, net		848.0			806.0
Long-term lease liabilities		60.1			63.5
Deferred income taxes		104.9			108.8
Pension and post-retirement benefit obligations		111.8			117.5
Other non-current liabilities		26.6			27.3
Total liabilities		1,601.7			1,588.4
Stockholders' equity:
Common stock		1.0			1.0
Treasury stock		(51.3	)		(47.9	)
Paid-in capital		1,914.2			1,909.4
Accumulated other comprehensive loss		(520.0	)		(522.6	)
Accumulated deficit		(663.7	)		(675.3	)
Total stockholders' equity		680.2			664.6
Total liabilities and stockholders' equity	$	2,281.9		$	2,253.0

See Notes to Condensed Consolidated Financial Statements (Unaudited).

ACCO Brands Corporation and Subsidiaries

Consolidated Statements of Income (Loss)

(Unaudited)


	Three Months Ended March 31,
(in millions, except per share data)	2026			2025
Net sales	$	343.7		$	317.4
Cost of products sold		236.9			217.8
Gross profit		106.8			99.6
Operating costs and expenses:
Selling, general and administrative expenses		99.1			92.7
Amortization of intangibles		11.4			11.3
Restructuring		6.7			2.3
Total operating costs and expenses		117.2			106.3
Operating loss		(10.4	)		(6.7	)
Non-operating expense (income):
Interest expense		10.8			10.8
Interest income		(1.5	)		(1.9	)
Non-operating pension (income) expense		(0.1	)		0.5
Bargain purchase gain		(37.6	)		—
Other expense, net		3.1			0.4
Income (loss) before income tax		14.9			(16.5	)
Income tax benefit		(4.5	)		(3.3	)
Net income (loss)	$	19.4		$	(13.2	)

Per share:
Basic income (loss) per share	$	0.21		$	(0.14	)
Diluted income (loss) per share	$	0.20		$	(0.14	)

Weighted average number of shares outstanding:
Basic		92.6			93.3
Diluted		95.5			93.3

See Notes to Condensed Consolidated Financial Statements (Unaudited).

ACCO Brands Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
(in millions)	2026			2025
Net income (loss)	$	19.4		$	(13.2	)
Other comprehensive income net of tax:
Unrealized gain (loss) on derivative instruments, net of tax (expense) benefit of $(0.6) and $0.7, respectively		1.5			(1.9	)
Foreign currency translation adjustments, net of tax expense of zero and $(0.4), respectively		(2.8	)		31.4
Recognition of deferred pension and other post-retirement items, net of tax (expense) benefit of $(0.6) and $0.7, respectively		3.9			(1.5	)
Other comprehensive income net of tax:		2.6			28.0

Comprehensive income	$	22.0		$	14.8

See Notes to Condensed Consolidated Financial Statements (Unaudited).

ACCO Brands Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(in millions)	2026			2025
Operating activities
Net income (loss)	$	19.4		$	(13.2	)
Depreciation		5.4			6.7
Amortization of debt issuance costs		0.5			0.5
Amortization of intangibles		11.4			11.3
Stock-based compensation		4.4			7.8
Bargain purchase gain		(37.6	)		—
Changes in operating assets and liabilities:
Accounts receivable		106.6			107.0
Inventories		(36.5	)		(35.9	)
Other assets		(0.1	)		(4.8	)
Accounts payable		(12.4	)		1.8
Accrued expenses and other liabilities		(46.2	)		(69.7	)
Accrued income taxes		(11.4	)		(6.0	)
Net cash provided by operating activities		3.5			5.5
Investing activities
Additions to property, plant and equipment		(2.1	)		(2.2	)
Cost of acquisitions, net of cash acquired		(1.1	)		(10.1	)
Net cash used by investing activities		(3.2	)		(12.3	)
Financing activities
Proceeds from long-term borrowings		60.7			106.3
Repayments of long-term debt		(20.1	)		(17.5	)
Borrowings (Repayments) of notes payable, net		23.6			(2.2	)
Dividends paid		(6.9	)		(6.8	)
Repurchases of common stock		—			(15.0	)
Payments related to tax withholding for stock-based compensation		(3.4	)		(0.8	)
Net cash provided by financing activities		53.9			64.0
Effect of foreign exchange rate changes on cash and cash equivalents		0.3			3.3
Net increase in cash and cash equivalents		54.5			60.5
Cash and cash equivalents
Beginning of the period	$	64.4		$	74.1
End of the period	$	118.9		$	134.6
Cash paid during the year for:
Interest	$	16.5		$	15.9
Income taxes	$	6.9		$	2.7

See Notes to Condensed Consolidated Financial Statements (Unaudited).

ACCO Brands Corporation and Subsidiaries

Consolidated Statement of Stockholders' Equity

(Unaudited)


												Accumulated Other
	Common Stock				Paid-in		Treasury Stock					Comprehensive			Accumulated
(in millions)	Shares		Value		Capital		Shares		Value			Income (Loss)			Deficit			Total
Balance at December 31, 2025		95.6	$	1.0	$	1,909.4		5.4	$	(47.9	)	$	(522.6	)	$	(675.3	)	$	664.6
Net income		—		—		—		—		—			—			19.4			19.4
Gain on derivative financial instruments, net of tax		—		—		—		—		—			1.5			—			1.5
Translation impact, net of tax		—		—		—		—		—			(2.8	)		—			(2.8	)
Pension and post-retirement adjustment, net of tax		—		—		—		—		—			3.9			—			3.9
Stock-based compensation		—		—		4.8		—		—			—			(0.4	)		4.4
Common stock issued, net of shares withheld for employee taxes		3.1		—		—		1.0		(3.4	)		—			—			(3.4	)
Dividend equivalents on unvested awards		—		—		—		—		—			—			(0.6	)		(0.6	)
Dividends declared $0.075 per share		—		—		—		—		—			—			(6.9	)		(6.9	)
Other		—		—		—		—		—			—			0.1			0.1
Balance at March 31, 2026		98.7	$	1.0	$	1,914.2		6.4	$	(51.3	)	$	(520.0	)	$	(663.7	)	$	680.2

See Notes to Condensed Consolidated Financial Statements (Unaudited).

ACCO Brands Corporation and Subsidiaries

Consolidated Statement of Stockholders' Equity (continued)

(Unaudited)


														Accumulated Other
	Common Stock					Paid-in			Treasury Stock					Comprehensive			Accumulated
(in millions)	Shares			Value		Capital			Shares		Value			Income (Loss)			Deficit			Total
Balance at December 31, 2024		98.1		$	1.0	$	1,911.8			5.3	$	(47.0	)	$	(572.1	)	$	(687.6	)	$	606.1
Net loss		—			—		—			—		—			—			(13.2	)		(13.2	)
Loss on derivative financial instruments, net of tax		—			—		—			—		—			(1.9	)		—			(1.9	)
Translation impact, net of tax		—			—		—			—		—			31.4			—			31.4
Pension and post-retirement adjustment, net of tax		—			—		—			—		—			(1.5	)		—			(1.5	)
Common stock repurchases		(3.2	)		—		(15.0	)		—		—			—			—			(15.0	)
Stock-based compensation		—			—		8.7			—		—			—			(0.9	)		7.8
Common stock issued, net of shares withheld for employee taxes		0.6			—		—			0.1		(0.8	)		—			—			(0.8	)
Dividends declared $0.075 per share		—			—		—			—		—			—			(6.8	)		(6.8	)
Balance at March 31, 2025		95.5		$	1.0	$	1,905.5			5.4	$	(47.8	)	$	(544.1	)	$	(708.5	)	$	606.1

See Notes to Condensed Consolidated Financial Statements (Unaudited).

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

As used in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the terms "ACCO Brands," "ACCO," the "Company," "we," "us," and "our" refer to ACCO Brands Corporation and its consolidated subsidiaries.

The management of ACCO Brands Corporation is responsible for the accuracy and internal consistency of the preparation of the condensed consolidated financial statements and notes contained in this Quarterly Report on Form 10-Q.

The condensed consolidated interim financial statements have been prepared pursuant to the rules and regulations of the SEC. Although the Company believes the disclosures are adequate to make the information presented not misleading, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP") have been condensed or omitted pursuant to those rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Condensed Consolidated Balance Sheet as of March 31, 2026 and the related Consolidated Statements of Income (Loss), Consolidated Statements of Comprehensive Income, and Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2026 and 2025, and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 are unaudited. The December 31, 2025 Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all annual disclosures required by GAAP. The financial statements included herein were prepared by management and reflect all adjustments (consisting solely of normal recurring items unless otherwise noted) which are, in the opinion of management, necessary for the fair presentation of the results of operations and cash flows for the interim periods ended March 31, 2026 and 2025, and the financial position of the Company as of March 31, 2026. Interim results may not be indicative of results for a full year.

On January 30, 2026, we completed the acquisition of EPOS from Demant A/S ("EPOS"), a leading Danish hearing healthcare company. The results of EPOS are included in both of the Company's operating business segments as of the acquisition date. See "Note 3. Acquisitions" for further details.

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates.

2. Recent Accounting Pronouncements and Adopted Accounting Standards

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires a public entity to disaggregate certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the effect this guidance will have on the notes to our consolidated financial statements.

There were no other recently issued accounting standards that are expected to have a material effect on the Company’s financial condition, results of operations or cash flow.

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Recently Adopted Accounting Standards

There were no accounting standards that were adopted in the first three months of 2026 that had a material effect on the Company’s financial condition, results of operations or cash flow.

3. Acquisitions

Buro Acquisition

On February 28, 2025, we completed the acquisition (the "Buro Acquisition") of the business of Buro Seating Limited Partnership ("Buro"). Buro is a wholesaler of ergonomic seating in Australia and New Zealand and is included in the Company’s International operating segment. The Buro Acquisition extends our presence in Australia and New Zealand into a new product category. The purchase price paid at closing was AU$16.3 million (US$10.1 million, based on February 28, 2025 exchange rates). A portion of the purchase price (AU$2.2 million or US$1.3 million based on February 28, 2025 exchange rates) is being held in an escrow account for a period of up to 2 years after closing in the event of any claims against the seller under the purchase agreement. The fair value of assets acquired, and liabilities assumed has been finalized. The Buro Acquisition was accounted for as a business combination and Buro's results are included in the Company's condensed consolidated financial statements as of February 28, 2025.

Pro forma financial information is not presented due to immateriality.

EPOS Acquisition

On January 30, 2026, we completed the acquisition of EPOS from Demant A/S, a leading Danish hearing healthcare company. Based in Copenhagen, Denmark, EPOS provides a comprehensive range of premium enterprise wired and wireless headsets, and other audio solutions, that build on over a century of research in psychoacoustics. The EPOS product line is designed to reduce listening fatigue, improve voice clarity and support cognitive performance. EPOS complements our global computer accessories portfolio and expands on our strategy into growing technology peripherals. For accounting purposes, the Company is the acquiring enterprise. The EPOS acquisition is being accounted for as a purchase business combination and the results of EPOS are included in both of the Company's operating business segments in our consolidated financial statements as of the acquisition date.

The purchase price paid at closing was €6.5 million (US$7.8 million, based on January 30, 2026 exchange rates), plus up to an additional €3.0 million (US$3.6 million based on January 30, 2026 exchange rates) in contingent purchase price consideration. The purchase price, net of cash acquired of $6.7 million, was $1.1 million, which was less than the fair value of the identifiable net assets acquired. As a result, the Company recorded a preliminary bargain purchase gain of $37.6 million, which was included in Non-operating expense (income) in the Consolidated Statements of Income (Loss) for the three months ended March 31, 2026. The preliminary bargain purchase gain resulted from acquiring the business at a purchase price below the estimated fair value of the identifiable net assets acquired. The Company purchased EPOS at a significant discount as the business was operating at a consolidated loss globally. We have the infrastructure to achieve cost synergies with the integration of EPOS into our existing businesses. The Company is continuing to obtain information necessary to finalize the valuation of certain assets and liabilities, including intangible assets. Acquisition related costs for the three months ended March 31, 2026, were $0.6 million and were reported in Other expense, net in the Company's Consolidated Statements of Income (Loss).

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the allocation of the consideration given to the estimated fair values of the assets acquired and liabilities assumed at the date of the EPOS acquisition:


(in millions)	At January 30, 2026
Cash consideration	$	7.8
Less cash acquired		6.7
Net purchase price	$	1.1

Fair value of contingent consideration	$	3.6

Plus fair value of liabilities assumed:
Accounts payable		7.8
Accrued liabilities		13.2
Non-current deferred tax liabilities		0.9
Fair value of liabilities assumed	$	21.9

Less fair value of assets acquired:
Accounts receivable		20.6
Inventory		31.3
Property and equipment		2.3
Non-current deferred tax assets		2.3
Other assets		8.1
Fair value of assets acquired	$	64.6
Net assets acquired	$	42.7
Currency translation		0.4
Bargain purchase gain	$	37.6

Pro forma financial information is not presented due to immateriality.

4. Long-term Debt and Short-term Borrowings

Notes payable and long-term debt, listed in order of the priority of security interests in assets of the Company, consisted of the following as of March 31, 2026 and December 31, 2025:


(in millions)	March 31, 2026		December 31, 2025
Euro Senior Secured Term Loan A, due October 2029 (floating interest rate of 4.38% at March 31, 2026 and 4.27% at December 31, 2025)	$	97.1	$	101.3
Euro Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating interest rate of 4.27% at March 31, 2026 and 4.27% at December 31, 2025)		92.9		106.9
U.S. Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating interest rate of 5.98% at March 31, 2026 and 6.06% at December 31, 2025)		87.1		33.6
Australian Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating interest rate of 6.04% at March 31, 2026 and 6.03% at December 31, 2025)		25.3		24.1
Senior Unsecured Notes, due March 2029 (fixed interest rate of 4.25%)		575.0		575.0
Other borrowings		23.6		—
Total debt		901.0		840.9
Less:
Current portion		49.3		30.8
Debt issuance costs, unamortized		3.7		4.1
Long-term debt, net	$	848.0	$	806.0

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Credit Agreement

The Company is party to a Third Amended and Restated Credit Agreement, dated as of January 27, 2017, as amended, among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other agents and various lenders party thereto, (as amended, the "Credit Agreement"). The Credit Agreement provides for a senior secured credit facility, which consists of a €184.8 million (US$200.0 million based on October 30, 2024 exchange rates) term loan facility, and a US$467.5 million multi-currency revolving credit facility (the "Revolving Facility").

Amendment to Credit Agreement

Effective July 29, 2025, we entered into an amendment to the Credit Agreement, which, among other things, increased our maximum Consolidated Leverage Ratio financial covenant to 4.50x for the third and fourth quarters of 2025, to 4.75x for the first and second quarters of 2026 and to 4.25x for the third and fourth quarters of 2026. Thereafter, the maximum Consolidated Leverage Ratio will return to 4.50x for all first and second fiscal quarters and 4.00x for all third and fourth quarters. In addition, it modified certain covenant baskets related to liens, indebtedness and restricted payments through December 31, 2026. The amendment also required that $35.0 million in outstanding principal amount under the term loan facility will be repaid on or before September 30, 2025, for which the payment was made as required. Further, the amendment restricts the aggregate amount of dividend payments or share repurchases we can make in 2026 to the greater of $40.0 million or 1 percent of our Consolidated Total Assets.

Prior to July 29, 2025, the maximum Consolidated Leverage Ratio under the Credit Agreement for all first and second fiscal quarters was 4.50x and 4.00x for all third and fourth fiscal quarters.

The current pricing for borrowings under the Credit Agreement is as follows:


Consolidated Leverage Ratio	Applicable Rate on Euro/AUD/CDN Loans	Applicable Rate on Base Rate Loans	Undrawn Fee
> 4.25	2.25 %	1.25 %	0.375 %
> 3.5	2.00 %	1.00 %	0.350 %
> 2.5	1.75 %	0.75 %	0.300 %
≤ 2.5	1.50 %	0.50 %	0.250 %

As of March 31, 2026, the applicable rate on Euro, Australian and Canadian dollar loans was 2.25 percent and the applicable rate on Base Rate loans was 1.25 percent. Undrawn amounts under the Revolving Facility are subject to a commitment fee rate of 0.25 percent to 0.375 percent per annum, depending on the Company's Consolidated Leverage Ratio. As of March 31, 2026, the commitment fee rate was 0.375 percent. Pursuant to the July 29, 2025 amendment to the Credit Agreement, pricing is fixed at Tier 1 (>4.25x) until December 31, 2026. Debt currently outstanding under our Credit Agreement is due on October 30, 2029, with the requirement that we refinance our senior unsecured notes by September 2028.

As of March 31, 2026, there were $205.3 million in borrowings outstanding under the Revolving Facility ($17.8 million reported in "Current portion of long-term debt" and $187.5 million reported in "Long-term debt, net"), and the amount available for borrowings was $252.3 million (allowing for $9.9 million of letters of credit outstanding on that date).

As of March 31, 2026, our Consolidated Leverage Ratio was approximately 4.14 to 1.00 versus our maximum covenant of 4.75 to 1.00.

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Senior Unsecured Notes

On March 15, 2021, the Company completed a private offering of $575.0 million in aggregate principal amount of 4.25 percent Senior Unsecured Notes (the "Notes") due March 2029. Interest on the Notes is payable semiannually on March 15 and September 15 of each year. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the Company's existing and future U.S. subsidiaries, other than certain excluded subsidiaries.

Guarantees and Security

Generally, obligations under the Credit Agreement are guaranteed by certain of the Company’s existing and future subsidiaries and are secured by substantially all of the Company’s and certain guarantor subsidiaries’ assets, subject to certain exclusions and limitations.

5. Leases

The Company leases its corporate headquarters, various other facilities for distribution, manufacturing and offices, as well as vehicles, forklifts and other equipment. The Company determines if an arrangement is a lease at inception. Leases are included in "Right of use asset, leases" ("ROU Assets"), and the current portion of the lease liability is included in "Lease liabilities" and the non-current portion is included in "Long-term lease liabilities" in the Condensed Consolidated Balance Sheets. The Company currently has an immaterial amount of financing leases and leases with terms of more than one month and less than 12 months.

ROU Assets and lease liabilities are recognized based on the present value of lease payments over the lease term. In determining the present value of leases, the Company uses its incremental collateralized borrowing rate, on a regional basis, as the implicit rate of return is generally not readily determinable for our leases. The incremental borrowing rate is dependent upon the duration of the lease and has been segmented into three groups of time. All leases within the same region and the same group of time share the same incremental borrowing rate. The Company has lease agreements with lease and non-lease components, which are combined for accounting purposes for all classes of underlying assets except information technology equipment.

The components of lease expense were as follows:


	Three Months Ended March 31,
(in millions)	2026			2025
Operating lease cost	$	6.7		$	7.1
Sublease income		(0.9	)		(0.8	)
Total lease cost	$	5.8		$	6.3

Other information related to leases was as follows:


	Three Months Ended March 31,
(in millions, except lease term and discount rate)	2026			2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7.0		$	7.4
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	2.5		$	7.4

Weighted average remaining lease term:
Operating leases	5.1 years

Weighted average discount rate:
Operating leases		5.3	%

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Future minimum lease payments, net of sublease income, for all non-cancelable leases as of March 31, 2026 were as follows:


Lease Commitments
(in millions)	Operating Leases
2026	$	19.7
2027		20.7
2028		17.6
2029		13.8
2030		11.7
2031		4.2
Thereafter		5.3
Total minimum lease payments		93.0
Less imputed interest		11.6
Future minimum payments for leases, net of sublease rental income and imputed interest	$	81.4

6. Pension and Other Retiree Benefits

The components of net periodic benefit (income) cost for pension and post-retirement plans for the three months ended March 31, 2026 and 2025 were as follows:


	Three Months Ended March 31,
	Pension												Post-retirement
	U.S.						International
(in millions)	2026			2025			2026			2025			2026			2025
Service cost	$	—		$	—		$	0.1		$	0.2		$	—		$	—
Interest cost		1.8			1.9			4.6			4.5			—			—
Expected return on plan assets		(3.2	)		(3.2	)		(5.2	)		(4.4	)		—			—
Amortization of net loss (gain)		0.8			0.6			1.1			1.1			(0.1	)		(0.1	)
Amortization of prior service cost		—			—			0.1			—			—			—
Net periodic benefit (income) cost⁽¹⁾	$	(0.6	)	$	(0.7	)	$	0.7		$	1.4		$	(0.1	)	$	(0.1	)

(1)

The components of net periodic benefit (income) cost, other than service cost, are included in the line "Non-operating pension (income) expense" in the Consolidated Statements of Income (Loss).

We expect to contribute approximately $17.9 million to our defined benefit plans in 2026. For the three months ended March 31, 2026, we have contributed $5.5 million to these plans.

7. Stock-Based Compensation

The following table summarizes our stock-based compensation expense, including stock options, restricted stock units ("RSUs") and performance stock units ("PSUs"), for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
(in millions)	2026		2025
Stock option compensation expense	$	—	$	0.1
RSU compensation expense		1.3		3.4
PSU compensation expense		3.1		4.3
Total stock-based compensation expense	$	4.4	$	7.8

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

We generally recognize expense for stock-based awards ratably over the vesting period. During the first quarter of 2026, stock compensation grants were made consisting of 1,824,257 RSUs and 543,440 PSUs.

The following table summarizes our unrecognized compensation expense and the weighted-average period over which the expense will be recognized as of March 31, 2026:


	March 31, 2026
(in millions, except weighted average years)	Unrecognized Compensation Expense	Weighted Average Years Expense To Be Recognized Over
RSUs	$11.2	2.4
PSUs	$3.7	1.6

8. Inventories

The components of inventories were as follows:


(in millions)	March 31, 2026		December 31, 2025
Raw materials	$	54.9	$	46.3
Work in process		4.3		3.7
Finished goods		296.8		239.1
Total inventories	$	356.0	$	289.1

9. Goodwill and Identifiable Intangible Assets

Goodwill

We test goodwill for impairment at least annually and on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. No such event or circumstance was identified during the first quarter ended March 31, 2026.

Changes in the net carrying amount of goodwill by segment were as follows:


(in millions)	ACCO Brands Americas		ACCO Brands International			Total
Balance at December 31, 2025	$	254.7	$	223.8		$	478.5
Foreign currency translation		0.4		(6.2	)		(5.8	)
Balance at March 31, 2026	$	255.1	$	217.6		$	472.7

The goodwill balance includes $530.8 million of accumulated impairment losses as of December 31, 2025 and March 31, 2026.

Identifiable Intangible Assets

We test our indefinite-lived intangible for impairment at least annually. We also test for impairment on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has occurred. No such event or circumstance was identified during the first quarter ended March 31, 2026.

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The gross carrying value and accumulated amortization by class of identifiable intangible assets as of March 31, 2026 and December 31, 2025, were as follows:


	March 31, 2026							December 31, 2025
(in millions)	Gross Carrying Amounts		Accumulated Amortization			Net Book Value		Gross Carrying Amounts		Accumulated Amortization			Net Book Value
Indefinite-lived intangible assets:
Trade name(1)	$	101.2	$	(44.5	)	$	56.7	$	101.2	$	(44.5	)	$	56.7
Amortizable intangible assets:
Trade names		656.6		(191.1	)		465.5		658.9		(185.7	)		473.2
Customer and contractual relationships		369.4		(262.7	)		106.7		371.8		(260.4	)		111.4
Vendor relationships		82.4		(29.1	)		53.3		82.4		(27.7	)		54.7
Patents		9.5		(8.7	)		0.8		8.2		(7.3	)		0.9
Subtotal		1,117.9		(491.6	)		626.3		1,121.3		(481.1	)		640.2
Total identifiable intangibles	$	1,219.1	$	(536.1	)	$	683.0	$	1,222.5	$	(525.6	)	$	696.9

(1)

Accumulated amortization prior to the adoption of authoritative guidance on goodwill and other intangible assets, at which time further amortization ceased.

The Company's intangible amortization expense for the three months ended March 31, 2026 and 2025, was $11.4 million and $11.3 million, respectively.

Estimated amortization expense for amortizable intangible assets, as of March 31, 2026, for the current year and the next five years is as follows:


(in millions)	2026		2027		2028		2029		2030		2031
Estimated amortization expense(2)	$	44.8	$	42.3	$	40.1	$	38.3	$	37.3	$	36.2

(2)

Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events.

Acquired Identifiable Intangibles

Buro Acquisition

The valuation of identifiable intangible assets of $5.8 million acquired in the Buro Acquisition includes an amortizable trade name "Buro", and amortizable customer relationships, which have been recorded at their estimated fair values. The fair value of the trade name was determined using the relief from royalty method, which is based on the present value of royalty fees derived from projected revenues. The fair value of the customer relationships was determined using the multi-period excess earning method which is based on the present value of the projected after-tax cash flows adjusted for contributory asset charges.

The allocation of the identifiable intangibles acquired in the Buro Acquisition was as follows:


(in millions)	Fair Value		Remaining Useful Life
Trade name	$	1.9	20 years
Customer relationships		3.9	9 years
Total identifiable intangibles acquired	$	5.8

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

10. Restructuring

The Company recorded $6.7 million of restructuring expense for the three months ended March 31, 2026, which was primarily for severance related to the integration of EPOS and our cost reduction programs in both the Americas and International segments. The Company recorded $2.3 million of net restructuring expense for the three months ended March 31, 2025.

The summary of the activity in the restructuring liability for the three months ended March 31, 2026 was as follows:


(in millions)	Balance at December 31, 2025		Provision		Cash Expenditures			Non-cash Items/Currency Change			Balance at March 31, 2026
Employee termination costs	$	23.0	$	6.4	$	(5.4	)	$	(0.5	)	$	23.5
Other		0.3		0.3		(0.2	)		—			0.4
Total restructuring liability(1)	$	23.3	$	6.7	$	(5.6	)	$	(0.5	)	$	23.9

(1)

We expect $21.1 million of the remaining $23.9 million of restructuring costs to be paid in the next twelve months.

The summary of the activity in the restructuring liability for the three months ended March 31, 2025 was as follows:


(in millions)	Balance at December 31, 2024		Provision		Cash Expenditures			Non-cash Items/Currency Change		Balance at March 31, 2025
Employee termination costs	$	26.6	$	0.5	$	(7.8	)	$	0.2	$	19.5
Other		—		1.8		(1.8	)		—		—
Total restructuring liability	$	26.6	$	2.3	$	(9.6	)	$	0.2	$	19.5

11. Income Taxes

For the three months ended March 31, 2026, we recorded income tax benefit of $4.5 million on income before taxes of $14.9 million. For the three months ended March 31, 2025, we recorded income tax benefit of $3.3 million on a loss before taxes of $16.5 million. The $1.2 million increase in income tax benefit for the three months ended March 31, 2026 was primarily attributable to the decrease in income before taxes for the three months ended March 31, 2026 without the bargain purchase gain that carries no tax effect.

The U.S. federal statute of limitations remains open for the years 2021 and forward. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from 2 to 6 years. Years still open to examination by foreign tax authorities in major jurisdictions include Australia (2021 forward), Brazil (2021 forward), Canada (2020 forward), Germany (2020 forward), Sweden (2024 forward) and the U.K. (2024 forward). We are currently under examination in certain foreign and U.S. jurisdictions.

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

One Big Beautiful Bill Act ("OB3")

On July 4, 2025, the One Big Beautiful Bill Act ("OB3") was enacted into law. The OB3 includes significant provisions, such as allowing for accelerated tax deductions for qualified property and research expenditures, and reinstating the use of earnings before interest, taxes, depreciation, and amortization in determining tax deductions related to business interest expense. In addition to the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, the OB3 also modifies the international tax framework and restores favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company continues to evaluate the impacts of OB3.

Organisation for Economic Co-operation and Development (“OECD”) Global Anti-Base Erosion Model Rules (Pillar Two)

Legislatures and taxing authorities in many jurisdictions in which we operate may enact changes to, or seek to enforce, novel interpretations of their tax rules. These changes may include modifications that can be temporary or permanent. For example, the Organisation for Economic Cooperation and Development (the "OECD"), the European Union and other countries (including countries in which we operate) have committed to enacting substantial changes to numerous long-standing tax principles impacting how large multinational enterprises are taxed. In particular, the OECD's Pillar Two initiative introduces a 15% global minimum tax (the "Global Minimum Tax") applied on a country-by-country basis and some jurisdictions have enacted a Global Minimum Tax effective January 1, 2024 while others are still evaluating the situation. As of March 31, 2026, there was no impact to our effective tax rate resulting from the enactment of a Global Minimum Tax in the jurisdictions in which we operate. Management will continue to assess the impact and materiality of these potential new rules as well as any other changes in domestic and international tax rules and regulations.

Brazil Tax Assessments

In connection with our May 1, 2012, acquisition of the Mead Consumer and Office Products business ("Mead C&OP"), we assumed all of the tax liabilities for the acquired foreign operations including its operating entity in Brazil ("ACCO Brazil"). In December of 2012, the Federal Revenue Department of the Ministry of Finance of Brazil ("FRD") issued a tax assessment against ACCO Brazil, challenging the tax deduction of goodwill from ACCO Brazil's taxable income for the year 2007 (the "First Assessment"). A second assessment challenging the deduction of goodwill from ACCO Brazil's taxable income for the years 2008, 2009 and 2010 was issued by the FRD in October 2013 (the "Second Assessment" and together with the First Assessment, the "Brazil Tax Assessments").

ACCO Brazil challenged both the foregoing assessments at the administrative level in the Brazilian Administrative Court of Tax Appeals ("BACTA"). Following adverse decisions from the BACTA concerning the deductibility of goodwill, ACCO Brazil appealed the decisions to the Brazilian judicial courts. Although we believed we had meritorious defenses, because there was no settled legal precedent on which to base a definitive opinion as to whether we would ultimately prevail, we considered the outcome of these disputes to be uncertain. Since it was not more likely than not that we would prevail, in 2012 we recorded an initial reserve in the amount of $44.5 million (at December 31, 2012 exchange rates) in consideration of this contingency, of which $43.3 million was recorded as an adjustment to the purchase price, and which included the 2007-2012 tax years plus penalties and interest through December 2012. Between the time we recorded this initial reserve and June 13, 2025, we adjusted the reserve for various developments affecting the contingency, and on that date, we had reserved $20.5 million in tax, penalties and interest (at June 13, 2025 exchange rates and reported in "Other non-current liabilities").

While the judicial appeals were pending, in January 2025, the Attorney General's Office of the Brazilian National Treasury ("Brazilian Treasury") offered an amnesty program in which it agreed to dismiss with prejudice any pending goodwill cases in

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

exchange for the payment of at least 35 percent of the outstanding assessment principal, interest and legal fees on or before June 30, 2025. After considering this offer and to avoid further expense and uncertainty, ACCO Brazil decided to participate in the amnesty program. In June 2025, the Brazilian Treasury accepted ACCO Brazil's intent to participate in the amnesty program. The total amount of the settlement under this program was determined to be $7.4 million. The Company paid an initial installment of $2.0 million on June 30, 2025, and under the terms of the settlement, the remaining $5.4 million will be paid in monthly installments, including interest, through June 2026. Upon completion of these payments, the pending cases will be dismissed with prejudice, thereby resolving the matter.

12. Earnings per Share

The computation of earnings per share for the three months ended March 31, 2026 and 2025 was as follows:


	Three Months Ended March 31,
(in millions except per share data)	2026		2025
Net income (loss)	$	19.4	$	(13.2	)
Determination of shares:
Weighted-average number of common shares outstanding		92.6		93.3
Shares issuable on exercise of stock awards, net of shares assumed to be purchased out of proceeds at average market price		2.9		—
Average common shares outstanding for fully diluted computation(1)		95.5		93.3

Per share:
Basic income (loss) per share	$	0.21	$	(0.14	)
Diluted income (loss) per share	$	0.20	$	(0.14	)
Shares outstanding as of March 31,		92.3		90.1

(1)

Diluted by assumed exercise of stock-based compensation awards using the treasury stock method.

For the three months ended March 31, 2026 and 2025, approximately 8.4 million and 9.5 million shares, respectively, were excluded from the computation of diluted earnings per share as their effect would have been anti-dilutive.

Under our stock repurchase program, for the three months ended March 31, 2026, we did not repurchase or retire any shares. For the three months ended March 31, 2025, we repurchased and retired 3.2 million shares. For each of the three months ended March 31, 2026 and 2025, we acquired 1.0 million and 0.2 million shares, respectively, related to tax withholding for share-based compensation.

13. Derivative Financial Instruments

We are exposed to various market risks, including changes in foreign currency exchange rates and interest rate changes. We enter into financial instruments to manage and reduce the impact of these risks, not for trading or speculative purposes. The counterparties to these financial instruments are major financial institutions. We continually monitor our foreign currency exposures in order to maximize the overall effectiveness of our foreign currency hedge positions. Principal currencies hedged against the U.S. dollar include the Euro, Australian dollar, Canadian dollar, Swedish krona, British pound and Japanese yen. We are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations or the potential non-performance by counterparties to financial instrument contracts. Management continues to monitor the status of our counterparties and will take action, as appropriate, to further manage our counterparty credit risk. There are no credit contingency features in our derivative financial instruments.

When hedge accounting is applicable, on the date we enter into a derivative, the derivative is designated as a hedge of the identified exposure. We measure the effectiveness of our hedging relationships both at hedge inception and on an ongoing basis.

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Forward Currency Contracts

We enter into forward foreign currency contracts with third parties to reduce the effect of fluctuating foreign currencies, primarily on foreign denominated inventory purchases and intercompany loans. Our primary exposure to currency movements is in the Euro, the Swedish krona, the British pound, the Brazilian real, the Australian dollar, the Canadian dollar, and the Mexican peso.

Forward currency contracts are used to hedge foreign denominated inventory purchases for Europe, Australia, Canada, Japan and New Zealand, and are designated as cash flow hedges. Unrealized gains and losses on these contracts are deferred in Accumulated Other Comprehensive Income (Loss) ("AOCI") until the contracts are settled and the underlying hedged transactions relating to inventory purchases are recognized, at which time the deferred gains or losses will be reported in the "Cost of products sold" line in the Consolidated Statements of Income (Loss). As of March 31, 2026 and December 31, 2025, we had cash flow foreign exchange contracts outstanding with a U.S. dollar equivalent notional value of $105.4 million and $101.5 million, respectively, which were designated as hedges.

Forward currency contracts used to hedge foreign denominated intercompany loans are not designated as hedging instruments. Gains and losses on these derivative instruments are recognized within "Other expense, net" in the Consolidated Statements of Income (Loss) and are largely offset by the change in the current translated value of the hedged item. The periods of the forward foreign exchange contracts correspond to the periods of the hedged transactions. As of March 31, 2026 and December 31, 2025, we had foreign exchange contracts outstanding with a U.S. dollar equivalent notional value of $36.6 million and $38.7 million, respectively, which were not designated as hedges.

The following table summarizes the fair value of our derivative financial instruments as of March 31, 2026 and December 31, 2025:


	Fair Value of Derivative Instruments
	Derivative Assets					Derivative Liabilities
(in millions)	Balance Sheet Location	March 31, 2026		December 31, 2025		Balance Sheet Location	March 31, 2026		December 31, 2025
Derivatives designated as hedging instruments:
Foreign exchange contracts	Other current assets	$	2.1	$	0.3	Other current liabilities	$	0.6	$	1.2
Derivatives not designated as hedging instruments:
Foreign exchange contracts	Other current assets		0.2		0.3	Other current liabilities		0.3		—
Total derivatives		$	2.3	$	0.6		$	0.9	$	1.2

ACCO Brands Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following tables summarize the pre-tax effect of our derivative financial instruments on the condensed consolidated financial statements for the three months ended March 31, 2026 and 2025:

          
         The Effect of Derivative Instruments in Cash Flow Hedging Relationships on the Consolidated Financial Statements

          
         Amount of Gain (Loss) Recognized in AOCI (Effective Portion)

         Location of (Gain) Loss Reclassified from AOCI to Income

         Amount of (Gain) Loss Reclassified from AOCI to Income (Effective Portion)

          
         Three Months Ended March 31,

ACCO BRANDS Corp 10-Q