UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 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: 001-42030

Loar Holdings Inc.

(Exact name of Registrant as specified in its Charter)


Delaware	82-2665180
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
20 New King Street White Plains, New York	10604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (914) 909-1311

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

      LOAR

      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~~Yes ☐☒ No ☒☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 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 ☐ 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 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 Exchange Act). YES ☐ NO ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, ~~based~~as onof ~~the~~June ~~closing~~30, ~~price~~2025 ofwas ~~the~~approximately ~~shares~~$8.1 ofbillion ~~common~~based ~~stock~~ on ~~The~~the New York Stock Exchange onclosing ~~June~~price ~~28,~~on ~~2024,~~such ~~was $675,636,500~~date.

The number of shares of Registrant’s Common Stock outstanding as of ~~March~~February 2816, ~~2025~~2026 was 93,~~556~~622,~~071.~~471

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxy statement for its ~~2025~~2026 annual meeting of shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K. Except with respect to information specifically incorporated by reference in this Form 10-K, the proxy statement is not deemed to be filed as part of this Form 10-K.

Table of Contents

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	29
Item 1C.	Cybersecurity	29
Item 2.	Properties	30
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	30
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 6.	[Reserved]	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	42
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	42
Item 9A.	Controls and Procedures	42
Item 9B.	Other Information	42
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	42
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	43
Item 14.	Principal Accounting Fees and Services	43
PART IV
Item 15.	Exhibits, Financial Statement Schedules	44
Item 16.	Form 10-K Summary	46

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		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	27
Item 1C.	Cybersecurity	27
Item 2.	Properties	28
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	[Reserved]	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	41
Item 9A.	Controls and Procedures	41
Item 9B.	Other Information	43
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	43

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	44
Item 11.	Executive Compensation	44
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13.	Certain Relationships and Related Transactions, and Director Independence	44
Item 14.	Principal Accounting Fees and Services	44

PART IV
Item 15.	Exhibits, Financial Statement Schedules	45
Item 16.	Form 10-K Summary	47

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Special Note Regarding Forward-Looking Statements and Certain Definitions

This Annual Report on Form 10-K includes express or implied forward-looking statements. Forward-looking statements include all statements that are not historical facts including those that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements are included throughout this Annual Report on Form 10-K and relate to matters such as our industry, business strategy, goals, acquisitions and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. We have used the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words or similar terms and phrases to identify forward-looking statements in this Annual Report on Form 10-K. The forward-looking statements contained in this Annual Report on Form 10-K are based on management’s current expectations and are not guarantees of future performance. Our expectations and beliefs are expressed in management’s good faith, and we believe there is a reasonable basis for them, however, the forward-looking statements are subject to various known and unknown risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control.

Important factors that could cause actual results to differ materially from the forward-looking statements made in this Annual Report on Form 10-K include but are not limited to: the almost exclusive focus of our business on the aerospace and defense industry; our heavy reliance on certain customers for a significant portion of our sales; the fact that we have in the past consummated acquisitions and our intention to continue to pursue acquisitions, and that our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations; and other factors.

The terms “Company,” “Loar,” “we,” “us,” “our” and similar terms, unless the context otherwise requires, refer to Loar Holdings Inc. together with Loar Group Inc. and its other subsidiaries.

In addition, as used in this Annual Report on Form 10-K, unless the context requires otherwise requires:

“2024 Plan” means our Amended and Restated 2024 Equity Incentive Plan;

“AAI” refers to Applied Avionics, LLC, a Delaware LLC, which was formerly known as Applied Avionics, Inc.;

“Adjusted EBITDA” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net loss to EBITDA and Adjusted EBITDA;

“Adjusted EBITDA Margin” refer to Adjusted EBITDA divided by net sales;

“Board” refers to our board of directors;

“CAV” refers to CAV Systems Group Limited;

“Credit Agreement” refers to our ~~Sixteenth~~Nineteenth Amendment to Credit Agreement, dated as of ~~August~~December 2623, ~~2024~~2025, by and among Loar Group Inc., Loar Holdings Inc., the other guarantors party thereto from time to time, the lenders party thereto from time to time and First Eagle Alternative Credit, LLC, as administrative agent (the “Administrative Agent”) for the lenders and as collateral agent for the secured parties, as amended, restated, supplemented or otherwise modified;

“DAC” refers to DAC Engineered Products, LLC;

“Delayed Draw Term Loan Commitment” refers to the meaning assigned to such term in the Credit Agreement;

“Delayed Draw Term Loans” refers to the meaning assigned to such term in the Credit Agreement;

“EBITDA” mean earnings before interest, taxes, depreciation and amortization;

“DOD” refers to the U.S. Department of Defense;

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

“FAA” refers to the Federal Aviation Administration in the United States;

“Follow-On Offering" refers to the Company’s follow-on SEC-registered underwritten equity offering, which closed on December 12, 2024;

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“Follow-On Offering" refers to the Company’s follow-on SEC-registered underwritten equity offering, which closed on December 12, 2024;

“GAAP” refers to U.S. generally accepted accounting principles;

“Harper Engineering” means Harper Engineering Company;

“IPO” refers to the Company’s SEC-registered underwritten initial public offering (IPO), which closed on April 29, 2024;

“JLL” refers to JLL Partners;

“JOBS Act” refers to The Jumpstart Our Business Startups Act of 2012;

“K&F” refers to K&F Industries;

"LMB" refers to LMB Fans & Motors;

“McKechnie” refers to McKechnie Aerospace;

"OBBBA" refers to the One Big Beautiful Bill Act which was signed into law on July 4, 2025;

“OEMs” refers to original equipment manufacturers;

“Revenue Passenger Kilometers” and “RPKs” refer to revenue paying passengers multiplied by the distance travelled in kilometers;

“Revolving Line of Credit” refers to the revolving line of credit under the Credit Agreement;

“Sarbanes-Oxley Act” refers to the Sarbanes-Oxley Act of 2002, as amended;

“TransDigm” refers to TransDigm Group Incorporated; and

“Voting Agreement” refers to the Voting Agreement, by and between Loar Holdings Inc., funds advised by Abrams Capital Management, L.P., GPV Loar LLC, Dirkson Charles and Brett Milgrim, dated as of April 29, 2024.

Summary of Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider all of the risks described in “Risk Factors” before deciding to invest in our common stock. If any of the risks actually occur, our business, results of operations, prospects, and financial condition may be materially adversely affected. In such case, the trading price of our common stock may decline and you may lose part or all of your investment. Below is a summary of some of the principal risks we face:

• our business focuses almost exclusively on the aerospace and defense industry;

• we rely heavily on certain customers for a significant portion of our sales;

• we have in the past consummated acquisitions and intend to continue to pursue acquisitions, and our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations;

• we depend on our executive officers, senior management team and highly trained employees and any work stoppage, difficulty hiring similar employees, or ineffective succession planning could adversely affect our business;

• our sales to manufacturers of aircraft are cyclical, and a downturn in sales to these manufacturers may adversely affect us;

• our business depends on the availability and pricing of certain components and raw materials from suppliers;

• our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production;

• our business may be adversely affected if we were to lose our government or industry approvals, if more stringent government regulations were enacted or if industry oversight were to increase;

• our commercial business is sensitive to the number of flight hours that our customers’ planes spend aloft, the size and age of the worldwide aircraft fleet and our customers’ profitability, and these items are, in turn, affected by general economic and geopolitical and other worldwide conditions;

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• technology failures or cyber security breaches or other unauthorized access to our information technology systems or sensitive or proprietary information could have an adverse effect on the Company’s business and operations;

• our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete;

• we could incur substantial costs as a result of violations of or liabilities under environmental laws and regulations;

• tariffs on certain imports to the United States and other potential changes to U.S. tariff and import/export regulations may have a negative effect on global economic conditions and our business, financial results and financial condition;

• our indebtedness, which is subject to variable interest rates, could adversely affect our financial health and could harm our ability to react to changes to our business;

• to service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations;

• pursuant to the Voting Agreement, Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim directly control a majority of the voting power of the shares of our common stock eligible to vote in the election of our directors, and their interests may conflict with ours or yours in the future; and

• the other factors discussed under “Risk Factors.”

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PART I

Item 1. Business.

Our Company

We specialize in the design, manufacture, and sale of niche aerospace and defense components that are essential for today’s aircraft and aerospace and defense systems. Our focus on mission-critical, highly engineered solutions with high-intellectual property content resulted in approximately 8589% of our ~~2024~~2025 net sales being derived from proprietary products where we believe we hold market-leading positions. Furthermore, our products have significant aftermarket exposure, which has historically generated predictable and recurring revenue. We estimate that approximately 5355% of our ~~2024~~2025 net sales were derived from aftermarket products.

The products we manufacture cover a diverse range of applications supporting nearly every major aircraft platform in use today and include auto throttles, lap-belt airbags, two- and three-point seat belts, water purification systems, fire barriers, polyimide washers and bushings, latches, interior securing devices, hold-open and tie rods, temperature and fluid sensors and switches, carbon and metallic brake discs, fluid and pneumatic-based ice protection, RAM air components, sealing solutions and motion and actuation devices, customized edge-lighted panels and knobs and annunciators for incandescent and LED illuminated pushbutton switches, high-performance fans and cooling devices, lighting, Human-Machine Interface products, and bespoke lighting systems, among others. We primarily serve three core end markets: commercial, business jet and general aviation, and defense, which have long historical track records of consistent growth. We also serve a diversified customer base within these end markets where we maintain long-standing customer relationships. We believe that the demanding, extensive and costly qualification process for new entrants, coupled with our history of consistently delivering exceptional solutions for our customers, has provided us with leading market positions and created significant barriers to entry for potential competitors. By utilizing differentiated design, engineering, and manufacturing capabilities, along with a highly targeted acquisition strategy, we have sought to create long-term, sustainable value with a consistent, global business model.

Our ability to deliver high-quality solutions stems from management’s extensive industry experience and their long history of creating value across multiple businesses. Prior to the formation of Loar, Chief Executive Officer and Co-Chairman Dirkson Charles, Chief Financial Officer (CFO) Glenn D’Alessandro, and VP & General Counsel Michael Manella helped lead K&F through 17 years of sustained success, including its initial public offering and ultimate sale to Meggitt plc (now part of Parker-Hannifin Corporation). The team, building upon its proven ability to create value, subsequently worked together at McKechnie until its 2010 sale to TransDigm. During their tenure at McKechnie, they worked alongside the Company’s Co-Chairman Brett Milgrim, who was a Managing Director and Partner of JLL, McKechnie’s majority owner before the sale to TransDigm. Through their collective experience at K&F and McKechnie, the management team built deep industry expertise and harnessed this knowledge to launch Loar, even entering some of the same product categories as K&F and McKechnie such as carbon and metallic brake discs, hydraulic valves, keepers, rate control devices, latches, hold-open rods, starter generators, and actuators, among others. By having the advantage of a clean blueprint and targeted list of attractive product categories and acquisition candidates, the management team has been able to leverage its significant experience to create a purpose-built, successful platform.

Loar is centered around a commitment to a consistent and focused business model—creating a portfolio of proprietary products serving a highly diverse set of applications, end markets and customers within the aerospace and defense value chain. This strategy has resulted in what we believe to be market-leading positions, driven by products that have been difficult for competitors to replicate. The qualification process for the Company’s products serves as a significant barrier to entry for new suppliers. The time, investment, and risks associated with qualification are substantial. The process can often take years, involving multiple tests that require support and financial contribution from both the system supplier and the OEM. Moreover, the Company focuses on products that make up a relatively small portion of the total cost of an aircraft. As a result, it is not typically economical for OEMs to repeat the process of qualification after an existing supplier has been qualified already onto a given aircraft platform. In addition, customer relationships represent a key barrier to entry. Given the mission-critical nature of the Company’s products, we believe our customers look for highly reliable suppliers they can trust to deliver on-time, high-quality solutions. Loar’s position as a trusted supplier of highly engineered, value-added products not only has created significant barriers to entry, but also has established an ability to fairly value our products, which has resulted in consistent improvements to Loar’s gross profit margins over the long-term.

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Our portfolio of products serves a variety of applications across aircraft platforms as shown below:

Once Loar’s components are qualified on an aircraft platform, we believe we are likely to maintain our position as the provider of aftermarket parts and services for the life of the platform and related platform derivatives. This results in significant aftermarket revenue, which represented 53approximately 55% of our ~~2024~~2025 net sales. For the platforms we serve, the total life of an aircraft can be up to 50 years, ensuring steady aftermarket revenue streams with historically higher margins than revenue to OEM customers. We believe our aftermarket exposure provides us with an opportunity for stable, recurring, long-lasting and high-margin financial performance.

In addition to our OEM and aftermarket balance, our revenue is diversified across end markets, customers, and platforms. No more than 1312% of our ~~2024~~2025 net sales came from any single customer, and no more than 7% of our ~~2024~~2025 net sales came from any single aircraft platform. We believe that our revenue diversification provides significant resiliency, and it positions us well to take advantage of new business opportunities.

We believe that our efforts to serve our customers effectively have also differentiated our business and led to long-standing customer relationships. Given the complexity of our customers’ supply chains, they look for dependable suppliers across multiple products and capabilities. In addition to providing a broad set of capabilities, we believe our commitment to quality, consistent on-time delivery and highly specialized tailored solutions furthers our long-standing relationships. Our relationships enable an open dialogue regarding our customers’ supply chain challenges, which can give us insight into potential growth opportunities, both organically and inorganically.

On January 21, 2026, the Company acquired Harper Engineering for $250 million in cash. Founded in 1968, Harper Engineering is a leading manufacturer of mechanically engineered devices for aircraft interiors and holds a proprietary portfolio of latching and securing mechanisms used across multiple leading commercial aerospace platforms. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”

~~highly~~Table ~~specialized~~of tailored solutions furthers our long-standing relationships. Our relationships enable an open dialogue regarding our customers’ supply chain challenges, which can give us insight into potential growth opportunities, both organically and inorganically. Contents

Our business approach couples strong organic growth with our proven acquisition strategy. Since 2012, we have executed ~~and~~20 ~~successfully~~strategic ~~integrated~~acquisitions, 17including ~~strategic~~the ~~acquisitions~~acquisition of Harper Engineering in January 2026. We have asuccessfully integrated 18 of these acquisitions due to our highly disciplined approach to evaluating potential acquisition targets, ~~and~~seeking ~~have sought~~ companies with valuable intellectual property, high aftermarket content, revenue synergies, ability to cross-sell and strong customer relationships. We operate in a highly fragmented market, which has historically provided ample acquisition targets as we look to enhance and grow our platform.

On March 7, 2025, we entered into a purchase agreement to acquire LMB Fans & Motors ("LMB"), which is a global specialty player in the design and production of customized high-performance fans and motors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”

Our Industry

End Markets

We primarily compete across three core end markets of the aerospace and defense component industry: commercial, business jet and general aviation, and defense.

Commercial. The commercial aerospace market, our largest end market representing approximately 4345% of ~~2024~~2025 net sales, has experienced significant growth over the past several years as a result of increased orders for next-generation commercial aircraft and increased aftermarket requirements from higher levels of aircraft usage in a post-COVID environment. However, the commercial aerospace market has shown consistent long-term growth trends over the past 75 years, spurred by travel demand and the development of a global world economy. The industry’s growth rate has historically outpaced global GDP growth, with RPKs increasing at an average of 1.6x global GDP growth between 1970 and 2022, reflecting an approximate 5% compound annual growth rate (“CAGR).

Commercial OEM revenue historically has been tied to new aircraft production, which is currently supported by the production ramp of several next-generation narrowbody aircraft programs that have large order backlogs (for example, Airbus A320 family and Boeing 737 family). These order backlogs are needed to meet the secular demand for air travel. In ~~2024~~2025, there were 28more than 30,000 commercial jet aircraft in service, compared to 17,712 commercial jet aircraft in service in 2010, and industry consultants project that future demand requires 5049,~~170~~000 commercial aircraft in service by ~~2043~~2044.

The commercial aftermarket has historically produced consistent revenue. In our experience, as global commercial aircraft fleets grow, maintenance requirements grow alongside them. Most maintenance requirements are recurring and non-deferrable, even during periods of economic downturn or reduced demand for commercial air travel. Given the industry’s long-term secular growth trends, an increasingly larger middle class that has a high demand for travel, and a meaningfully large share of the global fleet represented by legacy aircraft, we expect continued growth and stability of our commercial aftermarket revenue.

Business Jet and General Aviation. Our second largest end market, business jet and general aviation, which accounted for approximately 2725% of ~~2024~~2025 net sales, has experienced significant growth over the past several years. The emergence of several business models has provided consumers with greater accessibility and affordability to private aviation, driving increased popularity globally.

The business jet and general aviation market is comprised of all aviation operations outside of commercial and defense, and it includes both OEM and the aftermarket. This market has experienced strong demand with new asset-light fleet models, such as charter operators, jet cards and fractional jet ownership. These shared economy solutions have increased average utilization, resulting in growing demand for new aircraft. Accordingly, several modern, next-generation business jet platforms have been introduced by aircraft OEMs and production rates have been rising to meet this growing demand. Moreover, increased accessibility and affordability

~~The~~Table ~~business jet and general aviation market is comprised~~ of all aviation operations outside of commercial and defense, and it includes both OEM and the aftermarket. This market has experienced strong demand with new asset-light fleet models, such as charter operators, jet cards and fractional jet ownership. These shared economy solutions have increased average utilization, resulting in growing demand for new aircraft. Accordingly, several modern, next-generation business jet platforms have been introduced by aircraft OEMs and production rates have been rising to meet this growing demand. Moreover, increased accessibility and affordability of private aviation has driven accelerated adoption by consumers, as flyers seek alternative options to commercial air travel, resulting in even greater flight hours and aftermarket growth. Contents

~~Defense. The defense end market, which accounted for approximately 22%~~ of ~~2024~~private ~~net~~aviation ~~sales,~~ has ~~continued~~driven toaccelerated ~~benefit~~adoption ~~from~~by ~~growing~~consumers, ~~global~~as ~~demand.~~flyers ~~Current~~seek ~~geopolitical~~alternative ~~circumstances,~~options ~~including~~to ~~the~~commercial ~~Ukraine~~air ~~conflict~~travel, ~~the~~resulting ~~Israeli~~in ~~war~~even ~~and~~greater ~~the~~flight ~~potential~~hours ~~for engagements with China~~ and~~/or~~ ~~Russia~~aftermarket ~~have resulted in increased global defense spending~~growth. ~~We expect that defense spending will continue to increase as militaries invest to maintain operational readiness.~~

Defense. The defense end market, which accounted for approximately 25% of 2025 net sales, has continued to benefit from growing global demand. Current geopolitical circumstances, including the Ukraine conflict and the potential for engagements with China and/or Russia have resulted in increased global defense spending. We expect that defense spending will continue to increase as militaries invest to maintain operational readiness.

We believe that aftermarket and OEM demand for defense solutions follows global defense spending and the broader U.S. Department of Defense budget. OEM defense revenue is primarily driven by spending on new aircraft platforms and systems. In an era of heightened geopolitical instability, we believe that defense spending will continue to be a priority for militaries to maintain operational readiness and invest in next-generation platforms with modern capabilities. Recently, defense aftermarket revenue has been derived primarily from utilization of existing aircraft, aircraft modernization and sustainment initiatives to upgrade existing fleets and extend the service life of equipment.

Competition

The market for aerospace and defense components is highly fragmented, with few scaled competitors. As a result, we have very few direct competitors that provide the breadth of products, solutions and expertise that we are able to offer our customers. However, given the market fragmentation, we face competition from different competitors across individual products and applications. Competition within our product offerings range from divisions of large public corporations to small, privately held companies with singular capabilities that lack infrastructure and capacity to scale.

We compete primarily on the basis of engineering, capabilities, capacity and customer responsiveness. We believe we meet or exceed the performance and quality requirements of our customers and consistently deliver products on a timely basis with superior customer service and support. Our commitment to performance and responsiveness has allowed us to foster strong customer relationships with major aerospace and defense OEMs and Tier 1 and Tier 2 suppliers. We believe that our consistent quality, performance and breadth of capabilities are key reasons that enable us to win new business and fuel the continued long-term relationships with our customers.

Challenges

Our business is subject to a number of risks inherent to our industry, including, among others, our almost exclusive focus on the aerospace and defense industry, our ability to consummate acquisitions on satisfactory terms and to integrate effectively acquired operations and the cyclical nature of our sales to manufacturers of aircraft. Any number of these factors could impact our business, and there is no guarantee that our historical performance will be predictive of future operational and financial performance. For a description of the challenges we have faced and continue to face and the risks and limitations that could harm our prospects, see “Cautionary Note Regarding Forward-Looking Statements,” “Summary of Risk Factors” and “Risk Factors” included elsewhere in this Annual Report on Form 10-K.

Competitive Strengths

As a specialized supplier in the aerospace and defense component industry, we believe we are well-positioned to deliver innovative, mission-critical solutions to a wide array of aerospace and defense customers. Our key competitive strengths support our ability to offer differentiated solutions to our customers:

Portfolio of Mission-Critical, Niche Aerospace and Defense Components. We specialize in niche aerospace and defense components that are essential for the production and maintenance of aircraft and their related systems. Given the high costs typically associated with the stoppage of production or the removal of an aircraft from service, customers demand consistent reliability, performance and quality from our products. We believe that few competitors can offer the customized, high-quality solutions we provide and, as such, we believe we are the supplier of choice in the end markets in which we operate.

Intellectual Property-Driven, Proprietary Products and Expertise in an Industry with High Barriers to Entry. We derived 8589% of our ~~2024~~2025 net sales from proprietary products or solutions. Our intellectual property and in-house expertise represent decades of knowledge and investment that we believe competitors would struggle to match. Furthermore, due to the industry’s stringent regulatory, certification and technical requirements, the qualification process for new products is rigorous and costly. Certification processes necessitate significant time and monetary investments from both suppliers and customers, leaving little incentive for either party to repeat these processes once a product is already certified on a platform. Accordingly, we believe that these high barriers to entry provide us with additional growth opportunities with our customers, while the reliability, performance and quality of our products enhance our long-standing customer relationships.

Strategically Focused on Higher-Margin Aftermarket Content. We supply aftermarket products to a large installed, and growing, base of aircraft. We estimate that our addressable market opportunity includes more than 84,000 discrete aircraft across more than 250 total aircraft platforms. Due to our installed OEM base of proprietary products and a demanding certification process, we are often the only supplier providing these products in the aftermarket, which we generally expect to result in a recurring revenue stream for the life

~~Strategically~~Table ~~Focused on Higher-Margin Aftermarket Content. We supply aftermarket products to a large installed, and growing, base~~ of aircraft. We estimate that our addressable market opportunity includes more than 84,000 discrete aircraft across more than 250 total aircraft platforms. Due to our installed OEM base of proprietary products and a demanding certification process, we are often the only supplier providing these products in the aftermarket, which we generally expect to result in a recurring revenue stream for the life of each aircraft platform. The total life of the platforms we serve can be up to 50 years, presenting the opportunity for a long tail of aftermarket service and/or periodic replacement requirements. We believe our ability to support the full aircraft life cycle from initial build to retirement is a key differentiator and has historically generated significant revenue, as represented by the 53% of our 2024 net sales attributable to the aftermarket. The long-term secular growth dynamics of aftermarket demand historically have also led to higher margins and consistent revenue growth. Contents

of each aircraft platform. The total life of the platforms we serve can be up to 50 years, presenting the opportunity for a long tail of aftermarket service and/or periodic replacement requirements. We believe our ability to support the full aircraft life cycle from initial build to retirement is a key differentiator and has historically generated significant revenue, as represented by the approximately 55% of our 2025 net sales attributable to the aftermarket. The long-term secular growth dynamics of aftermarket demand historically have also led to higher margins and consistent revenue growth.

Highly Diversified Revenue Streams. We have strategically and purposefully constructed a highly diverse portfolio, which we believe positions us well to succeed in a variety of market conditions. Our diversified revenue base is designed to reduce our dependence on any particular product, platform, or market sector, and we believe it has been a significant factor in our resilient financial performance. The Company’s diversification stretches across end markets, product category or application, customers, and platforms.

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End markets: ~~2024~~2025 net sales by category were 4345% commercial, 2725% business jet and general aviation, 2225% defense and 85% non-aviation.

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Product category or application: The Company’s products are utilized in a variety of applications in the interiors, exteriors and engines that serve both OEM (4745% of ~~2024~~2025 net sales) and aftermarket (5355% of ~~2024~~2025 net sales) categories of the overall market.

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Customers: No customer made up more than 1312% of ~~2024~~2025 net sales. The top five customers made up 3332% of ~~2024~~2025 net sales.

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Platforms: No aircraft platform represented more than 7% of ~~2024~~2025 net sales. The top six aircraft platforms represented less than 2422% of total ~~2024~~2025 net sales. Our top two aircraft platforms are the Airbus 320 family and the Boeing 737 family.

Established Business Model with a Lean, Entrepreneurial Structure. Our operations are built around a philosophy that encourages local autonomy across the Company’s brands and drives entrepreneurial spirit. Critical to our success is a management structure that is designed to facilitate seamless communication across our businesses. Executive Vice Presidents are responsible for multiple brands within the Company. They support local brand leaders and also work closely with corporate management in helping to optimize potential cross-selling opportunities, operational initiatives and capital allocation. By fostering cross-communication and enabling each brand to leverage the benefits of the broader Company platform, we have created a highly scalable operational structure with few management layers. We believe our streamlined structure also facilitates efficient decision making for acquisitions and other important strategic decisions. Our streamlined leadership, coupled with a holistic approach to revenue and innovation, is intended to position us for revenue growth and ongoing operational improvements.

Disciplined and Strategic Approach to Acquisitions, with History of Successful Integration. We have a disciplined and thoughtful approach to acquisitions, as demonstrated by the successful integration of ~~our~~18 17 acquisitions, since 2012, In addition we expect to continue this successful integration record with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026. Our well-defined acquisition criteria have led us to target companies with proprietary products and/or processes, leading market positions, significant aftermarket potential, strong revenue synergies with potential for cross-selling and strong customer relationships. Management’s experience in driving financial performance from our defined model has led to a targeted goal of doubling an acquired business’s Adjusted EBITDA over a three-to-five-year time frame post-acquisition. Our focused approach to acquisitions and the underlying drivers of value have helped create a scaled and integrated platform.

Track Record of Strong Growth, Margins and Cash Flow Generation. Since inception, we have utilized both organic and inorganic drivers to generate a portfolio of what we believe to be market leading brands and products under the Loar umbrella, enabling a consistent track record of growth and strong margins. In constructing a portfolio of capabilities that fit the needs of the marketplace, we have focused on four main strategic drivers of value in our business: launching new products, optimizing productivity, achieving value pricing and readying talent. By applying these drivers, we have been able to generate significant growth, high margins and high cash flow since our inception. We believe our performance-driven culture and commitment to constant improvement and execution will continue to drive strong financial performance.

Proven Leadership Team. Our leadership team has a depth of experience running businesses in the aerospace and defense component industry. A core group of our senior management team has worked together for over 30 years at multiple companies, and the average industry experience for 10 members of our senior leadership team is over 25 years, including having worked together for more than 15 years at the Company, McKechnie and/or TransDigm. Our management team has leveraged its extensive industry experience to construct purposely a well-designed and diversified platform at Loar, has generated significant net sales growth, and has navigated many different market environments. In addition, our management team’s incentives are well-aligned with the success of Loar and its stockholders. Members of the management team ~~and certain other key employees~~ hold approximately 1510% of the shares of our common stock outstanding as of December 31, ~~2024~~2025.

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Growth Strategy

Our growth strategy is made up of two key elements: (i) a value-driven operating strategy and (ii) a disciplined acquisition strategy.

Value-driven operating strategy. Our five core organic growth value drivers are:

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Providing highly engineered, value-additive solutions to our customers: We are well positioned in our core underlying markets to benefit from the aerospace and defense component industry’s long-term secular growth trends. Our proprietary products and consistent ability to meet customer needs have resulted in strong, long-standing customer relationships. Our quality and breadth of offerings have enabled us to maintain established positions on nearly every major aircraft platform such that we benefit from both large production backlogs for new aircraft as well as the aftermarket requirements associated with aircraft in use today. We have maintained entrenched positions for the life of the majority of these aircraft platforms due in part to high switching costs and significant barriers to entry. When coupled with the long tail of aftermarket requirements, our positioning creates a favorable mix of business with highly profitable opportunities.

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Value-based pricing opportunities: Historically we have been able to realize a sustainable pricing strategy reflective of the value of our products’ position in the supply chain. We believe our business model creates value-based pricing opportunities through a compelling combination of attributes. Proprietary products, customized designs, superior quality, the relative low cost of our solutions compared to the total cost of the aircraft platform, and high switching costs are among the attributes that we believe lead our customers to prioritize performance and reliability over price.

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Winning profitable new business: We have won profitable new business from existing customers, and we have expanded our customer base through new relationships, by leveraging our broad capabilities, extensive engineering expertise and reputation for quality and performance. By successfully meeting customers’ design requirements, certification needs and/or timing constraints, we have garnered trust with customers and created cross-selling opportunities across various platforms, systems and customers. Our new business pipeline targets opportunities within attractive aircraft programs where we see an opportunity to leverage customer relationships or product overlaps and drive new, profitable revenue streams.

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New product introductions: We continuously develop new innovative solutions for our customers. Our product development strategy has been guided by our strong understanding of our customers’ needs, which is driven by the open and candid relationships we foster. We seek to introduce new products that not only address critical customer needs, but also serve large addressable fleets with aftermarket requirements. Additionally, as customers continue to navigate an increasingly complex supply chain, we believe they are focused on working with a smaller set of reliable core suppliers. As a supplier of a broad suite of high-quality, niche solutions that serve a broad range of applications, we are well-positioned to benefit from customers’ desire for a more streamlined supply chain.

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Driving operational efficiencies that improve cost structure and profitability: We are focused on consistent operational improvements to our cost structure that we believe will drive profitability. We frequently review opportunities for margin enhancement through key operational metrics, productivity initiatives, management directives and weekly or quarterly reviews to drive operational efficiencies. Additionally, we expect our margins and profitability to improve from focused growth strategies that provide high contribution margins and value-based pricing that, at a minimum, achieve price increases greater than inflation.

Disciplined acquisition strategy. Acquisitions are a core element of our long-term growth strategy. We have considerable experience in executing acquisitions and integrating acquired businesses into our Company and culture, having done so 1718 times since our formation in 2012. In addition, we have completed the acquisitions of LMB in December 2025 and Harper Engineering in January 2026. Our disciplined acquisition strategy revolves around acquiring aerospace and defense component businesses with significant aftermarket potential and proprietary content and/or processes, where we believe there is a clear path to value creation.

The aerospace supply chain is highly fragmented, with many components supplied by smaller privately-owned businesses that, in turn, sell to system integrators, Tier 1 or Tier 2 manufacturers, or large OEM participants. We believe there is a significant opportunity for further consolidation of the supply chain. We have maintained a robust pipeline of acquisition targets and are often in active discussions with business owners that recognize our established culture and the opportunity for them to leverage the Company’s existing infrastructure, customer base, platform exposure and industry relationships. We are positioned as an acquirer of choice due to our entrepreneurial philosophy and desire to further grow and improve each brand we acquire, based on a flexible post-acquisition integration that suits each business’s specific strengths and culture. We intentionally maintain each acquired business’s brand to preserve long-term customer relationships and capture revenue synergies.

As part of our acquisition strategy, we take a disciplined approach to acquisition target screening, focusing on identifying key characteristics that we believe provide insight on strategic fit. Such characteristics include: (i) aerospace- and defense-focused businesses; (ii) proprietary content and/or processes; (iii) significant aftermarket exposure or potential to grow; (iv) focus on niche markets or products with strong market positions; (v) capabilities where the opportunity to cross-sell our existing portfolio of products exists; and (vi) long-standing customer relationships. Our disciplined approach to acquisitions has allowed us to be opportunistic, which has built the Company into a leading aerospace and defense component supplier.

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exists; and (vi) long-standing customer relationships. Our disciplined approach to acquisitions has allowed us to be opportunistic, which has built the Company into a leading aerospace and defense component supplier.

Government Contracts

We supply defense-related equipment and services to U.S. Government agencies and therefore are subject to the business risks specific to the defense industry, including the ability of the U.S. Government to unilaterally: (1) suspend us from receiving new contracts; (2) terminate existing contracts at its convenience and without significant notice; (3) reduce the value of existing contracts; (4) audit our contract-related costs and fees, including allocated indirect costs; and (5) revoke required security clearances. We also sell directly to the government of Germany. Violations of government procurement laws could result in civil or criminal penalties. Sales to U.S. government agencies accounted for approximately 32% of our net sales during the year ended December 31, ~~2024~~2025.

Governmental Regulation

As a manufacturer and supplier of commercial aircraft components and equipment, we are subject to regulation by the FAA, the European Union Aviation Safety Agency, UK Civil Aviation Authority, and the Civil Aviation Administration of China, while the military aircraft component industry is governed by military quality specifications.

The components we manufacture are required to be certified by one or more of these entities or agencies, and other similar agencies elsewhere in the world. We must also satisfy the requirements of our customers, including OEMs and airlines that are subject to FAA regulations, and provide these customers with products and services that comply with the government regulations applicable to commercial flight operations. These regulations are largely designed to ensure that all aircraft components and equipment are continuously maintained and in proper condition to ensure safe operation of the aircraft. Specifically, the FAA and other aviation authorities require that various maintenance routines be performed on aircraft engines, engine parts, airframes and other components at regular intervals based on cycles or flight time. The inspection, maintenance and repair procedures for the various types of aircraft and equipment can be performed only by certified repair facilities utilizing certified technicians. We believe that we currently satisfy or exceed these maintenance standards in our repair and overhaul services.

Since we sell defense products directly to the U.S. Government and for use in systems delivered to the U.S. Government, we can be subject to various laws and regulations governing pricing and other factors as well. Contracting in the defense industry also makes us subject to rules related to bidding, billing and accounting kickbacks and false claims.

Furthermore, we are at times subject to trade laws and regulations like the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations, and the sanctions administered by the United States Department of the Treasury’s Office of Foreign Assets Control. Additionally, we are subject to data protection laws, including but not limited to the European Union General Data Protection Regulation (the "GDPR"), the California Consumer Privacy Act, (the ~~European Union General Data Protection Regulation~~“CCPA”), and the Personal Information Protection Law in China.

There has been no material adverse effect to our consolidated financial statements nor competitive positions as a result of these governmental regulations. Our operations may in the future be subject to new and more stringent regulatory requirements, so in that regard, we closely monitor the FAA and industry trade groups to attempt to understand how possible future regulations might impact us.

Manufacturing and Engineering

We continually strive to optimize productivity and achieve value pricing over inflation, implementing precision engineering and manufacturing to produce parts essential for today’s aircraft systems and structures. We strive to differentiate ourselves from our competitors by manufacturing products in an accurate, reliable and repeatable manner without sacrificing attention to detail, which is evident in the durability and precision of our products. We are able to keep capital expenditure levels low since we do not constantly need new state of the art equipment, which contributes to our lean entrepreneurial structure and helps us drive continuous improvement.

Raw Materials

We require the use of a variety of raw materials and manufactured component parts in our manufacturing processes, and we purchase these from various suppliers. We believe most of our raw materials and component parts are generally available from multiple suppliers at competitive prices. From time-to-time various events (such as geopolitical tension, upstream supply chain disruptions, etc.) may temporarily impair our ability to manufacture our products for our customers or require us to pay higher prices to obtain these raw materials from other sources, however, we believe that the loss of any one source, although potentially disruptive in the short-term, would not materially affect our long-term operations. We try to limit the volume of raw materials and component parts on hand, and we are highly dependent on the availability of essential materials, so continued inflationary pressures could impact material costs. Although we believe in most cases that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive FAA and OEM certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw material or component part. Additionally, an open conflict or war across any region, including, but not limited to, the conflicts in Ukraine and Israel, could affect our ability to obtain raw materials.

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replacement of a supplier, raw material or component part. Additionally, an open conflict or war across any region, including, but not limited to, the conflict in Ukraine, could affect our ability to obtain raw materials.

Intellectual Property

We rely on patents, trademarks, trade secrets and proprietary knowledge and technology, both internally developed and acquired, in order to maintain a competitive advantage. The Company’s products are manufactured, marketed and sold using a portfolio of patents, trademarks, and other forms of intellectual property, some of which expire in the future. The Company develops and acquires new intellectual property on an ongoing basis. Based on the broad scope of the Company’s product lines, management believes that the loss or expiration of any single intellectual property right would not have a material effect on our consolidated financial statements.

As of December 31, ~~2024~~2025, we own 98130 issued patents, which will expire between ~~April~~September 228, ~~2025~~2026 and February 2212, ~~2041~~2040. We currently have 3519 pending or published but not yet issued patents, for which the rights and duration are pending grant of the patent by the U.S. Patent and Trademark Office or other applicable national or regional patent authority. Additionally, as of December 31, ~~2024~~2025, we have ~~186~~202 submitted trademark applications, ~~all~~201 of which have been issued and ~~none~~one of which ~~are~~is pending.

Environmental Matters

Our operations and facilities are subject to an extensive regulatory framework of federal, state, local and foreign environmental laws and regulations that govern, among other things, discharges of pollutants into the air and water, the generation, handling, storage and disposal of hazardous materials and wastes, the investigation and remediation of certain materials, substances, and wastes. We are committed to monitoring our business’s environmental performance, and to the health and safety of our employees, and as such we continually make efforts to ensure our operations are in substantial compliance with all applicable environmental laws and regulations. Environmental laws and regulations may require that the Company investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. We recorded an environmental liability in connection with our acquisition of AGC Acquisition LLC, for which we are not entitled to any third-party recoveries. The facilities acquired in connection with that acquisition entered into the state of Connecticut’s voluntary remediation program for certain known contaminants in 2009. An independent third-party evaluation of the facilities estimated the potential range of costs for remediation, and consistent with that original estimate and with progress made on the remediation process since then (and taking into account new information learned about the site since that estimate was prepared), ~~the~~there ~~balance~~was ofno ~~the~~recorded environmental liability on December 31, ~~2024 was approximately $0~~2025.1 ~~million.~~

Based upon consideration of currently available information, we believe liabilities for environmental matters will not have a material adverse impact on our consolidated financial statements, but we cannot assure that material environmental liabilities may not arise in the future. For further information on environmental-related risks, including climate change, see “Risk Factors.”

Human Capital Resources

As of December 31, ~~2024~~2025, we had approximately 1,~~500~~700 full-time, part-time and temporary employees. Approximately 135 of our full-time and part-time employees are represented by labor unions. One collective bargaining agreement between us and a labor union expires on October 31, ~~2025~~2030 and one agreement, covering approximately 55 employees, does not have an expiration.

Our employees are critical to our long-term success and are essential to helping us meet our goals. Therefore, it is crucial that we continue to attract, retain and motivate exceptional and high-performing employees by providing opportunities available for all our employees to not only contribute to Loar, but also grow and develop in their careers. We offer training and development programs encouraging advancement from within in order to support the advancement of our employees. We leverage both formal and informal programs to identify, foster, and retain top talent at both the corporate and operating unit level. We believe we offer competitive compensation programs to our employees to help attract and retain our employees.

Seasonality

We do not believe our net sales are subject to significant seasonal variation.

Available Information

Our website address is https://www.loargroup.com. We make available free of charge, through the Investors section of our website, our ~~annual~~Annual ~~reports~~Reports on Form 10-K, ~~quarterly~~Quarterly ~~reports~~Reports on Form 10-Q, ~~current~~Current ~~reports~~Reports on Form 8-K, ~~registration statements on Form S-8~~ 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 reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). These materials are also available free of charge on the SEC’s website at http://www.sec.gov. The information on or obtainable through our website is not incorporated into this Annual Report on Form 10-K.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with the other information contained in our audited financial statements and the related notes, as well as the information in the section entitled “Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These material risks and uncertainties could negatively affect our business and financial condition and could cause our actual results to differ materially from those expressed in forward-looking statements contained in this Annual Report on Form 10-K. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently believe are immaterial, also may impair our business operations and financial condition. In that event, the trading price of our common stock could decline, and you could lose part, or all, of your investment.

Our business focuses almost exclusively on the aerospace and defense industry.

~~During~~If unexpected global events, such as pandemics, cause a prolonged period of significant market disruption in the aerospace and defense industry, ~~such as the adverse impact the COVID-19 pandemic had on the commercial aerospace market, and other macroeconomic factors such as when recessions occur,~~ our business may be disproportionately impacted compared to companies that are more diversified in the industries they serve. A more diversified company with significant sales and earnings derived from outside the aerospace and defense sector may be able to recover more quickly from significant market disruptions.

We rely heavily on certain customers for a significant portion of our sales.

Our customers are concentrated in the aerospace industry. Our two largest customers accounted for approximately 2119% of net sales during the year ended December 31, ~~2024~~2025. A material reduction in purchasing by one of our larger customers for any reason, including, but not limited to, general economic or aerospace market downturn, decreased production, strike, or resourcing, or the effects of global economic crises such as ~~the~~a ~~COVID-19~~ pandemic could have a material adverse effect on results of operations, financial position and cash flows.

We have in the past consummated acquisitions and intend to continue to pursue acquisitions. Our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations.

A significant portion of our growth has occurred through acquisitions. Any future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions. We intend to pursue acquisitions that we believe present opportunities consistent with our overall business strategy. However, we may not be able to find suitable acquisition candidates to purchase or may be unable to acquire desired businesses or assets on acceptable terms or at all, including due to a failure to receive necessary regulatory approvals. In addition, we may not be able to raise the capital necessary to fund future acquisitions. Because we may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including regulatory complications or difficulties in employing sufficient staff and maintaining operational and management oversight.

We regularly engage in discussions with respect to potential acquisition and investment opportunities. If we consummate an acquisition, our capitalization and results of operations may change significantly. Future acquisitions could result in margin dilution and likely result in the incurrence of additional debt and an increase in interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs.

The businesses we acquire may not perform in accordance with expectations and our business judgments concerning the value, strengths and weaknesses of businesses acquired may prove incorrect. In addition, we may not be able to successfully integrate any business we acquire into our existing business. The successful integration of new businesses depends on our ability to manage these new businesses and bring operating and compliance standards to levels consistent with our existing businesses. Assimilating operations and products may be unexpectedly difficult. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to serve and attract customers, develop new products and services or attend to other acquisition opportunities. Additional potential risks include that we may lose key employees, customers or vendors of an acquired business, and we may become subject to pre-existing liabilities and obligations of the acquired businesses.

WeTable ~~depend~~of on our executive officers, senior management team and highly trained employees, and any work stoppage, difficulty hiring similar employees, or ineffective succession planning could adversely affect our business.Contents

~~Because~~We ~~our products are highly engineered, we~~ depend on anour ~~educated~~executive ~~and trained workforce. Historically~~officers, ~~substantial~~senior ~~competition~~management ~~for~~team ~~skilled personnel in the aerospace~~ and ~~defense~~highly ~~industry~~trained ~~has existed~~employees, and weany ~~could~~work be adversely affected by a shortage of skilled employees. We may not be able to fill new positions or vacancies created by expansion or turnover or attract and retain qualified personnel. We may not be able to continue to hirestoppage, ~~train~~difficulty ~~and~~hiring ~~retain~~similar ~~qualified~~ employees ~~at current wage rates since we operate in a competitive labor market~~, ~~and~~or ~~currently~~ineffective ~~significant~~succession ~~inflationary~~planning ~~and~~could ~~other~~adversely ~~pressures~~affect onour ~~wages exist~~business.

~~Although~~Because our products are highly engineered, we ~~believe~~depend ~~that~~on ~~our~~an ~~relations~~educated ~~with~~and ~~our~~trained ~~employees~~workforce. ~~are~~Historically, ~~satisfactory~~substantial competition for skilled personnel in the aerospace and defense industry has existed, and we could be adversely affected by a shortage of skilled employees. We may not be able to ~~negotiate~~fill anew ~~satisfactory~~positions ~~renewal~~or ofvacancies ~~collective~~created ~~bargaining~~by ~~agreements,~~expansion ~~satisfy~~or ~~workers~~turnover ~~councils,~~ or ~~maintain~~attract ~~stable~~and ~~employee~~retain ~~relations~~qualified personnel. ~~Because~~We wemay ~~strive~~not be able to ~~limit~~continue ~~the~~to ~~volume~~hire, oftrain ~~finished~~and ~~goods~~retain ~~inventory,~~qualified ~~any~~employees ~~work~~at ~~stoppage~~current ~~could~~wage ~~materially~~rates ~~and~~since ~~adversely~~we ~~affect~~operate ~~our~~in ~~ability~~a tocompetitive ~~provide~~labor ~~products~~market, toand ~~our~~currently ~~customers~~significant inflationary and other pressures on wages exist.

InAlthough ~~addition,~~we ~~our~~believe ~~success~~that ~~depends in part on~~ our ~~ability~~relations towith ~~attract and motivate~~ our ~~senior management and key~~ employees. ~~Achieving~~are ~~this~~satisfactory, ~~objective~~we may not be ~~difficult~~able ~~due~~ to negotiate a ~~variety~~satisfactory renewal of ~~factors,~~collective ~~including~~bargaining ~~fluctuations in economic and industry conditions~~agreements, ~~competitors’~~satisfy ~~hiring~~workers ~~practices~~councils, ~~and~~or ~~the~~maintain ~~effectiveness~~stable ofemployee ~~our compensation programs~~relations. ~~Competition~~Because ~~for qualified personnel can be intense. If~~ we ~~are~~strive ~~unable~~ to ~~effectively~~limit ~~provide for~~ the ~~succession~~volume of ~~key~~finished ~~personnel~~goods inventory, ~~senior~~any ~~management~~work ~~and~~stoppage ~~our~~could ~~executive~~materially ~~officers,~~and ~~our~~adversely ~~business,~~affect ~~results~~our ofability ~~operations,~~to ~~cash~~provide ~~flows~~products ~~and~~to ~~financial~~our ~~condition may be adversely affected~~customers.

~~Because~~In addition, our ~~operations~~success ~~are~~depends ~~conducted~~in ~~through~~part on our ~~subsidiaries,~~ability weto ~~are~~attract ~~dependent~~and onmotivate ~~the~~our ~~receipt~~senior management and key employees. Achieving this objective may be difficult due to a variety of ~~distributions~~factors, including fluctuations in economic and ~~dividends~~industry orconditions, ~~other~~competitors’ ~~payments~~hiring ~~from~~practices, and the effectiveness of our ~~subsidiaries~~compensation programs. Competition for ~~cash~~qualified personnel can be intense. If we are unable to ~~fund~~effectively provide for the succession of key personnel, senior management and our executive officers, our business, results of operations, ~~and~~cash ~~expenses~~flows and ~~future~~financial ~~dividend~~condition ~~payments,~~may ifbe ~~any~~adversely affected.

~~Our~~Because our operations are conducted through our subsidiaries~~. As a result~~, ~~our~~we ~~ability~~are ~~to make future dividend payments, if any, is~~ dependent on the ~~earnings~~receipt of ~~our~~distributions ~~subsidiaries~~ and ~~the payment of those earnings to us in the form of~~ dividends, ~~loans~~ or ~~advances~~other ~~and~~payments ~~through repayment of loans or advances~~ from ~~us. Payments to us by~~ our subsidiaries ~~will~~for becash ~~contingent~~to ~~upon~~fund our ~~subsidiaries’~~operations ~~earnings~~ and ~~other~~expenses ~~business considerations~~ and ~~may be subject to statutory or contractual restrictions. We do not expect to declare or pay dividends on our common stock for the foreseeable~~ future; ~~however~~dividend payments, if we determine in the future to pay dividends on our common stock, the agreements governing our outstanding indebtedness significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to usany.

WeOur ~~may~~operations ~~need~~are conducted through our subsidiaries. As a result, our ability to ~~raise~~make ~~additional~~future ~~capital~~dividend payments, if any, is dependent on the earnings of our subsidiaries and wethe ~~cannot~~payment beof ~~sure~~those ~~that~~earnings ~~additional~~to ~~financing~~us in the form of dividends, loans or advances and through repayment of loans or advances from us. Payments to us by our subsidiaries will be ~~available~~contingent upon our subsidiaries’ earnings and other business considerations and may be subject to statutory or contractual restrictions. We do not expect to declare or pay dividends on our common stock for the foreseeable future; however, if we determine in the future to pay dividends on our common stock, the agreements governing our outstanding indebtedness significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us.

ToWe ~~satisfy~~may ~~existing~~need ~~obligations and support the development of our business, we depend on our ability~~ to ~~generate~~raise ~~cash flow from operations and to borrow funds. We may require~~ additional ~~financing for liquidity~~capital, ~~capital~~and ~~requirements~~we orcannot ~~growth initiatives. We may not~~ be ~~able~~sure ~~to obtain financing on terms and at interest rates~~ that ~~are~~additional ~~favorable to us or at all. Any inability by us to obtain~~ financing inwill ~~the~~be ~~future could have a material adverse effect on our business, financial position, results of operations and cash flows~~available.

InTo ~~addition,~~satisfy ifexisting weobligations ~~were~~and tosupport ~~undertake~~the adevelopment ~~substantial~~of ~~acquisition~~our ~~for cash~~business, ~~the~~we ~~acquisition~~depend ~~would~~on ~~likely~~our ~~need~~ability to begenerate ~~financed~~cash inflow ~~part through additional financing~~ from ~~banks,~~operations ~~through~~and ~~offerings~~to ofborrow ~~debt~~funds. orWe ~~equity~~may ~~securities~~require oradditional ~~through~~financing ~~other~~for ~~arrangements.~~liquidity, ~~Such~~capital ~~acquisition~~requirements ~~financing~~or ~~might~~growth ~~increase~~initiatives. ~~our~~We ~~net~~may ~~loss~~not ~~and~~be ~~net~~able ~~loss~~to ~~margin,~~obtain orfinancing ~~decrease~~on ~~our~~terms ~~net~~and ~~income,~~at ~~EBITDA,~~interest ~~Adjusted~~rates ~~EBITDA,~~that ~~net~~are ~~income~~favorable ~~margin~~to ~~and~~us ~~Adjusted~~or ~~EBITDA~~at ~~Margin~~all. ~~and~~Any ~~adversely~~inability ~~affect~~by ~~our~~us ~~leverage.~~to Weobtain ~~cannot~~financing ~~assure~~in ~~you~~the ~~that~~future ~~the~~could ~~necessary~~have ~~acquisition~~a ~~financing~~material ~~would~~adverse beeffect ~~available~~on toour usbusiness, onfinancial ~~acceptable~~position, ~~terms~~results ifof operations and ~~when~~cash ~~required~~flows.

~~Our~~In ~~business~~addition, ~~may~~if bewe ~~adversely~~were ~~affected~~to byundertake ~~changes~~a substantial acquisition for cash, the acquisition would likely need to be financed in ~~budgetary~~part ~~priorities~~through additional financing from banks, through offerings of ~~the~~debt Uor equity securities or through other arrangements.S Such acquisition financing might increase our net loss and net loss margin, or decrease our net income, EBITDA, Adjusted EBITDA, net income margin and Adjusted EBITDA Margin and adversely affect our leverage. ~~Government~~We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required.

~~Because~~Our abusiness ~~significant~~may ~~percentage~~be ofadversely ~~our~~affected ~~revenue~~by ~~is derived either directly or indirectly from contracts with the U.S. Government,~~ changes in ~~federal~~ government budgetary priorities~~, such as those announced by President Trump since his inauguration in January 2025, could directly affect our financial performance~~. A significant decline in government expenditures, a shift of expenditures away from programs that we support or a change in federal government contracting policies could cause federal government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts at any time without penalty or not to exercise options to renew contracts, any of which could result in decreased sales of our products.

WeBecause ~~generally~~a dosignificant ~~not~~percentage ~~have~~of ~~guaranteed~~our ~~future~~revenue ~~sales~~is ofderived either directly or indirectly from contracts with the U.S. Government, changes in federal government budgetary priorities, such as those announced by President Trump since his inauguration in January 2025, could directly affect our ~~products~~financial performance. ~~Further~~A significant decline in government expenditures, ~~when~~a shift of expenditures away from programs that we ~~enter~~support ~~into~~or ~~fixed~~a ~~price~~change in federal government contracting policies could cause federal government agencies to reduce their purchases under contracts, ~~with~~to ~~some~~exercise oftheir ~~our~~right ~~customers~~to terminate contracts at any time without penalty or not to exercise options to renew contracts, weany ~~take~~of ~~the~~which ~~risk~~could ~~for~~result ~~cost~~in ~~overruns~~decreased sales of our products.

~~As is customary in our business~~Similarly, we doderive ~~not~~revenue ~~generally~~either ~~have~~directly ~~long-term~~or indirectly from contracts with ~~most~~foreign ofgovernments ~~our~~(including, ~~aftermarket~~without ~~customers and~~limitation, ~~therefore,~~the doUnited ~~not~~Kingdom, ~~have~~Germany, ~~guaranteed~~and ~~future sales~~France). ~~Although~~As wea ~~have~~result, ~~long-term~~changes ~~contracts~~in ~~with~~such ~~many~~government’s ofbudgetary ~~our~~priorities ~~OEM~~could ~~customers,~~directly ~~many~~affect ofour ~~those~~financial ~~customers~~performance. ~~may~~A ~~terminate~~significant ~~the~~decline ~~contracts~~in onforeign ~~short~~government ~~notice and~~expenditures, ina ~~most~~shift ~~cases,~~of ~~our~~expenditures ~~customers~~away ~~have~~from ~~not~~programs ~~committed~~that towe ~~buy~~support ~~any~~or ~~minimum~~a ~~quantity~~change ofin ~~our~~foreign ~~products.~~government Incontracting ~~addition,~~policies incould ~~certain~~cause ~~cases,~~foreign wegovernment ~~must~~agencies ~~anticipate~~to ~~the~~reduce ~~future~~their ~~volume~~purchases ofunder ~~orders~~contracts, ~~based~~to ~~upon~~exercise ~~the~~their ~~historic~~right ~~purchasing~~to ~~patterns~~terminate ofcontracts ~~customers~~at ~~and~~any ~~upon~~time ~~our~~without ~~discussions~~penalty ~~with~~or ~~customers~~not as to ~~their~~exercise ~~anticipated~~options ~~future~~to ~~requirements~~renew contracts, ~~and~~any ~~this anticipated future volume~~ of ~~orders may not materialize,~~ which could result in ~~excess~~decreased ~~inventory,~~sales ~~inventory~~of ~~write-downs,~~our ~~or lower margins~~products.

13We generally do not have guaranteed future sales of our products. Further, when we enter into fixed price contracts with some of our customers, we take the risk for cost overruns.

WeAs ~~also~~is ~~have~~customary ~~entered~~in ~~into multi-year, fixed-price contracts with some of~~ our ~~customers~~business, ~~pursuant~~we todo ~~which~~not wegenerally have ~~agreed~~long-term tocontracts ~~perform~~with ~~the~~most ~~work~~of ~~for~~our aaftermarket ~~fixed~~customers ~~price~~ and, ~~accordingly~~therefore, ~~realize~~do ~~all~~not ~~the~~have ~~benefit~~guaranteed orfuture ~~detriment resulting from any decreases or increases in the costs of making these products~~sales. ~~This~~Although ~~risk is greater in a high inflationary environment. Sometimes~~ we ~~accept~~have ~~a fixed~~long-~~price~~term ~~contract~~contracts ~~for~~with amany ~~product~~of ~~that~~our weOEM ~~have not yet produced~~customers, ~~and~~many ~~this increases the risk~~ of ~~cost~~those ~~overruns~~customers ormay ~~delays~~terminate in the ~~completion~~contracts ofon ~~the~~short ~~design~~notice and, ~~manufacturing~~in ofmost ~~the~~cases, ~~product. Some of~~ our ~~contracts~~customers dohave not ~~permit~~committed us to ~~recover~~buy ~~increases~~any inminimum ~~raw~~quantity ~~material~~of ~~prices,~~our ~~taxes or labor costs.~~

~~Risks Related to Our Operations~~ 13

~~Our~~Table ~~sales to manufacturers~~ of ~~aircraft are cyclical, and a downturn in sales to these manufacturers may adversely affect us.~~Contents

~~Our sales to manufacturers of large commercial aircraft, as well as manufacturers of business jets have historically experienced periodic downturns~~products. In the past, these sales have been affected by airline profitability, which is impacted by, among other things, fuel and labor costs, price competition, interest rates, downturns in the global economy and national and international events. In addition, ~~sales of our products to manufacturers of business jets are impacted by, among other things, downturns~~ in ~~the~~certain ~~global economy. In recent years~~cases, ~~such~~we asmust inanticipate ~~2021 and~~ the ~~second~~future ~~half~~volume of ~~2020,~~orders webased ~~experienced~~upon ~~decreased sales across~~ the ~~commercial~~historic ~~OEM~~purchasing ~~sector,~~patterns ~~driven~~of ~~primarily~~customers byand ~~the~~upon ~~decrease~~our indiscussions ~~production~~with bycustomers ~~Boeing~~as ~~and Airbus related~~ to ~~reduced~~their ~~demand~~anticipated infuture ~~the commercial aerospace industry from the COVID-19 pandemic~~requirements, and ~~airlines~~this ~~deferring~~anticipated orfuture ~~cancelling~~volume of orders. ~~Regulatory~~may ~~and~~not ~~quality~~materialize, ~~challenges~~which could ~~also~~result ~~have~~in anexcess ~~adverse~~inventory, ~~impact.~~inventory ~~Downturns adversely affect our results of operations~~write-downs, ~~financial~~or ~~position~~lower ~~and cash flows~~margins.

~~Furthermore~~We also have entered into multi-year, ~~because~~fixed-price contracts with some of our customers, pursuant to which we have agreed to perform the ~~lengthy~~work ~~research~~for a fixed price and, ~~development~~accordingly, ~~cycle~~realize ~~involved~~all the benefit or detriment resulting from any decreases or increases in ~~bringing~~the ~~new~~costs of making these products. toThis ~~market,~~risk weis ~~cannot~~greater ~~predict~~in ~~the~~a ~~economic~~high ~~conditions~~inflationary ~~that~~environment. ~~will~~Sometimes ~~exist~~we ~~when~~accept a ~~new~~fixed-price contract for a product isthat ~~introduced.~~we Ahave ~~reduction~~not inyet ~~capital~~produced, ~~spending~~and inthis increases the ~~aviation~~risk of cost overruns or ~~defense~~delays ~~industries~~in ~~could~~the ~~have~~completion aof ~~significant~~the ~~effect~~design onand manufacturing of the ~~demand~~product. ~~for~~Some of our ~~products,~~contracts ~~which~~do ~~could~~not ~~have~~permit anus ~~adverse~~to ~~effect~~recover onincreases ~~our~~in ~~financial~~raw ~~performance~~material orprices, ~~results~~taxes ofor ~~operations~~labor costs.

Our ~~business~~sales isto ~~affected~~manufacturers ~~by the price and availability~~ of ~~the~~aircraft ~~raw~~are ~~materials~~cyclical, and ~~component~~a ~~parts~~downturn ~~that~~in wesales ~~use~~ to ~~manufacture~~these ~~our~~manufacturers ~~components.~~may ~~Our business, therefore, could be~~ adversely ~~impacted~~affect by factors affecting our suppliers (such as the destruction of our suppliers’ facilities or their distribution infrastructure, a work stoppage or strike by our suppliers’ employees or the failure of our suppliers to provide materials of the requisite quality), or by increased costs of such raw materials or components if we were unable to pass along such price increases to our customersus.

WeOur ~~currently~~sales ~~are~~to ~~experiencing~~manufacturers ~~supply~~of ~~shortages~~large ~~and~~commercial ~~inflationary~~aircraft, ~~pressures~~as ~~for~~well ~~certain~~as ~~components~~manufacturers ~~and~~of ~~raw~~business ~~materials~~jets ~~that~~have ~~are~~historically ~~important~~experienced toperiodic ~~our manufacturing process~~downturns. ~~Expected~~In ~~growth~~the inpast, ~~the~~these ~~global~~sales ~~economy~~have ~~may~~been ~~exacerbate~~affected ~~these~~by ~~pressures~~airline onprofitability, uswhich ~~and~~is ~~our~~impacted ~~suppliers~~by, ~~and~~among weother ~~expect~~things, ~~these~~fuel ~~supply~~and ~~chain~~labor ~~challenges~~costs, ~~and~~price ~~cost~~competition, ~~impacts~~interest torates, ~~continue~~downturns ~~for~~in the ~~foreseeable~~global ~~future.~~economy ~~Because~~and wenational ~~strive~~and tointernational ~~limit~~events. ~~the~~In ~~volume~~addition, sales of ~~raw~~our ~~materials~~products ~~and~~to ~~component~~manufacturers ~~parts~~of onbusiness ~~hand~~jets are impacted by, ~~our~~among ~~business~~other ~~would~~things, bedownturns ~~adversely~~in ~~affected~~the ifglobal weeconomy. ~~were~~In ~~unable~~recent toyears, ~~obtain~~such ~~these~~as ~~raw~~in ~~materials~~2021 and ~~components~~the ~~from~~second ~~our~~half ~~suppliers~~of in2020, ~~the~~we ~~quantities~~experienced ~~and~~decreased atsales across the ~~times~~commercial weOEM ~~require~~sector, ordriven onprimarily ~~favorable~~by ~~terms.~~the ~~Although~~decrease ~~we believe~~ in ~~most~~production ~~cases~~by ~~that~~Boeing weand ~~could~~Airbus ~~identify~~related ~~alternative~~to ~~suppliers,~~reduced ordemand ~~alternative~~in ~~raw~~the ~~materials~~commercial oraerospace ~~component~~industry ~~parts,~~from the ~~lengthy~~COVID-19 pandemic, and ~~expensive~~airlines ~~process~~deferring toor ~~obtain~~cancelling ~~aviation~~orders. ~~authority~~Regulatory and ~~OEM~~quality ~~certifications~~challenges ~~for~~could ~~aerospace~~also ~~products~~have ~~could~~an ~~prevent~~adverse ~~efficient~~impact. ~~replacement~~Downturns ofadversely aaffect ~~supplier~~our results of operations, ~~raw~~financial ~~material~~position orand ~~component~~cash ~~part~~flows.

~~Our~~Furthermore, ~~operations~~because ~~depend~~of onthe ~~our~~lengthy ~~manufacturing~~research ~~facilities,~~and ~~which~~development ~~are~~cycle ~~subject~~involved in bringing new products to ~~physical~~market, ~~and~~we ~~other~~cannot ~~risks~~predict the economic conditions that will exist when a new product is introduced. A reduction in capital spending in the aviation or defense industries could ~~disrupt~~have ~~production~~a significant effect on the demand for our products, which could have an adverse effect on our financial performance or results of operations.

Our ~~operations and those of our customers and suppliers have been and may again be subject to natural disasters, climate change-related events, pandemics or other~~ business ~~disruptions,~~depends ~~which~~on ~~could~~the ~~seriously~~availability ~~harm our results of operation~~ and ~~increase~~pricing ~~our costs and expenses. Some~~ of ~~our~~certain ~~manufacturing~~components ~~facilities are located in regions that may experience earthquakes or be impacted by severe weather events, such as increased storm frequency or severity in the Atlantic~~ and ~~fires~~raw inmaterials ~~hotter~~from ~~and drier climates~~suppliers. These could result in potential damage to our physical assets as well as disruptions in manufacturing activities. Some of our manufacturing facilities are located in areas that may be at risk due to rising sea levels. Moreover, some of our manufacturing facilities are located in areas that could experience decreased access to water due to climate issues, including, but not limited to, our facilities in California.

WeOur ~~are~~business ~~also~~is ~~vulnerable~~affected toby ~~damage~~the ~~from~~price ~~other~~and ~~types~~availability of ~~disasters,~~the ~~including~~raw ~~power~~materials ~~loss,~~and ~~fire,~~component ~~explosions,~~parts ~~floods,~~that ~~communications~~we ~~failures,~~use ~~terrorist~~to ~~attacks~~manufacture ~~and~~our ~~similar events~~components. ~~Disruptions~~Our business, therefore, could ~~also~~be ~~occur~~adversely ~~due~~impacted toby ~~health-~~factors ~~related~~affecting ~~outbreaks~~our ~~and~~suppliers ~~crises,~~(such ~~cyber-attacks,~~as ~~computer~~the ordestruction ~~equipment~~of ~~malfunction~~our ~~(accidental~~suppliers’ facilities or ~~intentional),~~their ~~operator~~distribution ~~error~~infrastructure, ora ~~process~~work ~~failures.~~stoppage ~~Should~~or ~~insurance~~strike orby ~~other~~our ~~risk~~suppliers’ ~~transfer~~employees ~~mechanisms,~~or ~~such~~the asfailure of our ~~existing~~suppliers ~~disaster~~to ~~recovery~~provide ~~and~~materials ~~business~~of ~~continuity~~the ~~plans~~requisite quality), beor ~~insufficient~~by toincreased ~~recover all~~ costs, weof ~~could~~such ~~experience~~raw amaterials ~~material~~or ~~adverse~~components ~~effect~~if onwe ~~our~~were ~~business,~~unable ~~results~~to ofpass ~~operations,~~along ~~financial~~such ~~position~~price ~~and~~increases ~~cash~~to ~~flows~~our customers.

14We currently are experiencing supply shortages and inflationary pressures for certain components and raw materials that are important to our manufacturing process. Expected growth in the global economy may exacerbate these pressures on us and our suppliers, and we expect these supply chain challenges and cost impacts to continue for the foreseeable future. Because we strive to limit the volume of raw materials and component parts on hand, our business would be adversely affected if we were unable to obtain these raw materials and components from our suppliers in the quantities and at the times we require or on favorable terms. Although we believe in most cases that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive process to obtain aviation authority and OEM certifications for aerospace products could prevent efficient replacement of a supplier, raw material or component part.

Our ~~business~~operations ~~may~~depend beon ~~adversely affected if we were to lose~~ our ~~government~~manufacturing ~~or industry approvals~~facilities, ifwhich ~~more~~are ~~stringent~~subject ~~government~~to ~~regulations~~physical ~~were~~and ~~enacted~~other orrisks ifthat ~~industry~~could ~~oversight~~disrupt ~~were to increase~~production.

~~The~~Our ~~aerospace~~operations ~~industry~~and isthose ~~highly~~of ~~regulated~~our incustomers ~~the~~and ~~U.S.~~suppliers have been and inmay again be subject to natural disasters, climate change-related events, pandemics or other ~~countries.~~business Indisruptions, ~~order~~which tocould ~~sell~~seriously harm our ~~products,~~results weof operation and ~~the~~increase ~~products~~our wecosts ~~manufacture~~and ~~must~~expenses. Some of our manufacturing facilities are located in regions that may experience earthquakes or be ~~certified~~impacted by ~~the~~severe ~~FAA~~weather events, ~~the~~such ~~DOD~~as ~~and~~increased ~~similar~~storm ~~agencies~~frequency or severity in ~~foreign~~the ~~countries~~Atlantic and byfires ~~individual~~in ~~manufacturers~~hotter and drier climates. IfThese ~~new~~could ~~and~~result ~~more~~in ~~stringent~~potential ~~government~~damage ~~regulations~~to ~~are~~our ~~adopted~~physical orassets ifas ~~industry~~well ~~oversight~~as ~~increases,~~disruptions wein ~~might~~manufacturing ~~incur~~activities. ~~significant~~Some ~~expenses~~of toour ~~comply~~manufacturing ~~with~~facilities ~~any~~are ~~new~~located ~~regulations~~in orareas ~~heightened~~that ~~industry~~may ~~oversight.~~be Inat ~~addition~~risk due to rising sea levels. Moreover, ifsome ~~any~~of ~~existing~~our ~~material~~manufacturing ~~authorizations~~facilities orare ~~approvals~~located ~~were~~in ~~revoked~~areas orthat ~~suspended~~could experience decreased access to water due to climate issues, ~~our~~including, ~~business~~but ~~would~~not belimited ~~adversely~~to, ~~affected~~our facilities in California.

We are atalso ~~times~~vulnerable ~~required~~ to ~~obtain~~damage ~~approval~~from toother ~~export~~types ~~our~~of ~~products~~disasters, ~~from~~including ~~U.S.~~power ~~Government~~loss, ~~agencies~~fire, ~~and~~explosions, ~~similar~~floods, ~~agencies~~communications ~~elsewhere~~failures, interrorist ~~the~~attacks ~~world.~~and Usimilar events.S. ~~laws~~Disruptions ~~and~~could ~~regulations~~also ~~applicable~~occur due to ushealth- ~~include~~related ~~the~~outbreaks ~~Arms~~and ~~Export~~crises, ~~Control Act~~cyber-attacks, ~~the~~computer ~~International~~or ~~Traffic~~equipment inmalfunction ~~Arms~~(accidental ~~Regulations~~or ~~(“ITAR”~~intentional), ~~the~~operator ~~Export~~error ~~Administration~~or ~~Regulations~~process ~~(“EAR”)~~failures. ~~and~~Should ~~the~~insurance ~~sanctions~~or ~~administered~~other byrisk ~~the~~transfer ~~United~~mechanisms, ~~States~~such ~~Department~~as ofour ~~the~~existing ~~Treasury’s~~disaster ~~Office~~recovery ofand ~~Foreign~~business ~~Assets~~continuity ~~Control~~plans, ~~(“OFAC”).~~be ~~EAR~~insufficient ~~restricts~~to ~~the~~recover ~~export~~all ofcosts, ~~commercial~~we ~~and~~could ~~dual-use~~experience ~~products~~a ~~and~~material ~~technical~~adverse ~~data~~effect toon ~~certain~~our ~~countries~~business, ~~while~~results ~~ITAR restricts the export~~ of ~~defense products~~operations, ~~technical~~financial ~~data~~position and ~~defense~~cash ~~services~~flows.

Failure to obtain approval to export, or a determination by the U.S. Government or similar agencies elsewhere in the world from which we failed to receive required approvals or licenses, could eliminate or restrict our ability to sell our products outside the United States or another country of origin, and the penalties that could be imposed by the U.S. Government or other applicable government for failure to comply with these laws could be significant.14

~~Our~~Table ~~commercial business is sensitive to the number~~ of flight hours that our customers’ planes spend aloft, the size and age of the worldwide aircraft fleet and our customers’ profitability. These items are, in turn, affected by general economic and geopolitical and other worldwide conditions.Contents

Our ~~commercial~~ business ismay ~~directly~~be adversely affected ~~by,~~if ~~among~~we ~~other~~were factors, changes in RPKs, the size and age of the worldwide aircraft fleet, the percentage of the fleet that is out-of-warranty and changes in the profitability of the commercial airline industry. RPKs and airline profitability have historically been correlated with the general economic environment, although national and international events also play a key role. For example, in addition to ~~the~~lose ~~COVID-19~~our ~~pandemic~~government ~~and~~or ~~the adverse impact it had on the airline~~ industry, ~~past examples in which the airline industry has been negatively affected include downturns in the global economy~~approvals, ~~higher~~if ~~fuel~~more ~~prices,~~stringent ~~increased~~government ~~security~~regulations ~~concerns~~were ~~among~~enacted ~~airline customers following the events of September 11, 2001, the Severe Acute Respiratory Syndrome (also known as “SARS”) epidemic, and conflicts abroad. Future geopolitical~~ or ~~other~~if ~~worldwide~~industry ~~events,~~oversight ~~such~~were ~~as war, terrorist acts, or additional worldwide infectious disease outbreaks could also impact our customers and our sales~~ to ~~them~~increase.

InThe ~~addition,~~aerospace ~~global~~industry ~~market~~is ~~and~~highly ~~economic~~regulated ~~conditions have been challenging due to turbulence~~ in the U.S. and ~~international~~in ~~markets~~other ~~and~~countries. ~~economies~~In ~~and~~order ~~have~~to ~~prolonged~~sell ~~declines~~our inproducts, ~~business~~we and ~~consumer spending. As a result of~~ the ~~substantial~~products ~~reduction~~we inmanufacture ~~airline~~must ~~traffic~~be ~~resulting~~certified ~~from~~by the ~~aforementioned events~~FAA, the ~~airline~~DOD ~~industry incurred large losses~~ and ~~financial~~similar ~~difficulties.~~agencies ~~Some~~in ~~carriers~~foreign ~~parked~~countries orand ~~retired~~by aindividual ~~portion~~manufacturers. ofIf ~~their~~new ~~fleets~~ and ~~reduced~~more ~~workforces~~stringent ~~and~~government ~~flights.~~regulations ~~During~~are ~~periods~~adopted ofor ~~reduced~~if ~~airline~~industry ~~profitability~~oversight increases, ~~some~~we ~~airlines~~might ~~may~~incur ~~delay~~significant ~~purchases~~expenses ~~of spare parts, preferring instead~~ to ~~deplete~~comply ~~existing~~with ~~inventories,~~any ~~and~~new ~~delay~~regulations ~~refurbishments~~or ~~and~~heightened ~~discretionary~~industry ~~spending~~oversight. IfIn ~~demand for spare parts decreases~~addition, ~~there~~if ~~would~~any beexisting amaterial ~~decrease~~authorizations inor ~~demand~~approvals ~~for~~were ~~certain~~revoked ~~products.~~or ~~An adverse change in demand would impact our results of operations~~suspended, ~~collection of accounts receivable and~~ our ~~expected~~business ~~cash~~would ~~flow~~be ~~generation from current and acquired businesses which may~~ adversely ~~impact our financial condition and access to capital markets~~affected.

~~Technology~~We ~~failures~~are orat ~~cyber~~times ~~security~~required ~~breaches~~to orobtain ~~other~~approval ~~unauthorized~~to ~~access~~export our products from U.S. Government agencies and similar agencies elsewhere in the world. U.S. laws and regulations applicable to ~~our~~us ~~information~~include ~~technology~~the ~~systems~~Arms orExport ~~sensitive~~Control orAct, ~~proprietary~~the ~~information~~International ~~could~~Traffic ~~have~~in anArms ~~adverse~~Regulations ~~effect~~(“ITAR”), onthe Export Administration Regulations (“EAR”) and the ~~Company~~sanctions administered by the United States Department of the Treasury’s ~~business~~Office of Foreign Assets Control (“OFAC”). EAR restricts the export of commercial and ~~operations~~dual-use products and technical data to certain countries, while ITAR restricts the export of defense products, technical data and defense services.

WeFailure ~~rely~~to onobtain ~~information~~approval ~~technology systems~~ to ~~process~~export, ~~transmit,~~or ~~store, and protect electronic information. For example,~~ a ~~significant~~determination ~~portion~~by of the ~~communications between our personnel, customers, suppliers and vendors depends on information technology and we rely on access to such information systems for our operations~~U. ~~Additionally, we rely on third-party service vendors to execute certain business processes and maintain certain information technology systems and infrastructure~~S. ~~The~~Government ~~security measures in place may not prevent disruptions, failures, computer viruses~~ or ~~other~~similar ~~malicious~~agencies ~~codes,~~elsewhere malware or ransomware incidents, unauthorized access attempts, theft of intellectual property, trade secrets, or other corporate assets, denial of service attacks, phishing, hacking by common hackers, criminal groups or nation-state organizations or social activist (“hacktivist”) organizations, and other cyber-attacks or other privacy or security breaches in the ~~information~~world ~~technology,~~from ~~phone~~which ~~systems~~we orfailed ~~other systems (whether due~~ to ~~third-party~~receive ~~action,~~required ~~bugs~~approvals or ~~vulnerabilities~~licenses, ~~physical~~could ~~break-ins,~~eliminate ~~employee error, malfeasance~~ or ~~otherwise)~~restrict ~~of the Company,~~ our ~~customers~~ability orto ~~third~~sell ~~parties, which could adversely affect~~ our ~~communications~~products ~~and~~outside ~~business~~the ~~operations.~~United ~~Further,~~States ~~events such as natural disasters, fires, power outages, systems failures, telecommunications failures, employee error~~ or ~~malfeasance~~another orcountry ~~other~~of ~~catastrophic events could similarly cause interruptions~~origin, ~~disruptions~~and ~~or shutdowns, or exacerbate~~ the ~~risk~~penalties ofthat ~~the~~could ~~failures described above. These risks may~~ be ~~increased~~imposed asby ~~more~~the ~~employees work from home~~U.S. WeGovernment ~~may not have the resources~~ or ~~technical sophistication to anticipate, prevent or detect rapidly evolving types of cyber-attacks and~~ other ~~security~~applicable ~~risks.~~government ~~Attacks~~for ~~may~~failure ~~be targeted at us, our customers, suppliers or vendors, or others who have entrusted us with information. To date, the Company has not experienced any material impact~~ to ~~the~~comply ~~business or operations resulting from information or cybersecurity attacks. However, because of the frequently changing attack techniques, along~~ with ~~the~~these ~~increased~~laws ~~volume,~~could ~~persistence and sophistication of the attacks, the Company may~~ be ~~adversely impacted in the future~~significant. ~~Because such~~

15Our commercial business is sensitive to the number of flight hours that our customers’ planes spend aloft, the size and age of the worldwide aircraft fleet and our customers’ profitability. These items are, in turn, affected by general economic and geopolitical and other worldwide conditions.

~~techniques~~Our ~~change~~commercial ~~frequently~~business oris ~~may~~directly beaffected ~~designed~~by, toamong ~~remain~~other ~~dormant~~factors, ~~until~~changes ain ~~predetermined~~RPKs, ~~event~~the size and ~~often~~age ~~are~~of ~~not~~the ~~recognized~~worldwide ~~until~~aircraft ~~launched against a target~~fleet, wethe ~~may~~percentage beof ~~unable~~the tofleet ~~anticipate~~that ~~these~~is ~~techniques~~out-of-warranty orand ~~implement~~changes ~~sufficient~~in ~~control~~the ~~measures~~profitability toof ~~defend~~the ~~against~~commercial ~~these~~airline ~~techniques~~industry. ~~Once~~RPKs aand ~~security~~airline ~~incident~~profitability ishave ~~identified,~~historically webeen ~~may~~correlated bewith ~~unable~~the togeneral ~~remediate~~economic orenvironment, ~~otherwise~~although ~~respond~~national toand ~~such~~international anevents ~~incident~~also inplay a ~~timely~~key ~~manner~~role. ~~While~~For ~~the~~example, ~~Company has policies and procedures~~ in ~~place,~~addition ~~including~~to ~~system~~the ~~monitoring and data back~~COVID-up19 ~~processes~~pandemic toand ~~prevent or mitigate~~ the ~~effects~~adverse ofimpact ~~these~~it ~~potential~~had ~~disruptions~~on orthe ~~breaches~~airline industry, ~~security~~past ~~breaches~~examples ~~and~~in ~~other~~which ~~disruptions~~the toairline ~~information~~industry ~~technology~~has ~~systems~~been ~~could~~negatively ~~interfere~~affected ~~with~~include ~~our~~downturns ~~operations.~~in ~~Any~~the ~~failure~~global ~~to maintain~~economy, orhigher ~~disruption~~fuel toprices, ~~our~~increased ~~information~~security ~~technology~~concerns ~~systems,~~among ~~whether~~airline ascustomers afollowing ~~result~~the events of ~~cybersecurity~~September ~~attacks or otherwise~~11, ~~could damage our reputation~~2001, ~~subject~~ the ~~Company~~Severe toAcute ~~legal~~Respiratory ~~claims~~Syndrome ~~and~~(also ~~proceedings~~known oras ~~remedial~~“SARS”) ~~actions~~epidemic, ~~create risks of violations of data privacy laws~~ and ~~regulations,~~conflicts ~~and cause us to incur substantial additional costs~~abroad. ~~Existing~~Future orgeopolitical ~~emerging threats may have an adverse impact on our systems~~ or ~~communications~~other ~~networks~~worldwide ~~and~~events, ~~further,~~such ~~technological~~as ~~enhancements~~war, toterrorist ~~prevent business interruptions could require increased spending. Furthermore~~acts, ~~security~~or ~~breaches~~additional ~~pose~~worldwide ainfectious ~~risk~~disease tooutbreaks ~~confidential data and intellectual property, which~~ could ~~result~~also inimpact ~~damage to~~ our ~~competitiveness~~customers and ~~reputation.~~our ~~The~~sales ~~costs, potential monetary damages, and operational consequences of responding~~ to ~~cyber incidents and implementing remediation measures may not be covered by any insurance that we may carry from time to time~~them. ~~We cannot predict the degree of any impact that increased monitoring, assessing, or reporting of cybersecurity matters would have on operations, financial conditions and results.~~

~~Additionally~~In addition, inglobal ~~connection~~market ~~with~~and ~~our~~economic ~~global~~conditions ~~operations,~~have ~~we,~~been ~~from~~challenging ~~time~~due to ~~time,~~turbulence ~~transmit~~in ~~data~~the ~~across~~U.S. ~~national~~and ~~borders~~international tomarkets ~~conduct~~and ~~our~~economies and have prolonged declines in business and, ~~consequently,~~consumer ~~are~~spending. ~~subject~~As to a ~~variety~~result of ~~laws~~the ~~and~~substantial ~~regulations~~reduction ~~regarding~~in ~~privacy,~~airline ~~data~~traffic ~~protection~~resulting from the aforementioned events, the airline industry incurred large losses and ~~data~~financial ~~security,~~difficulties. ~~including~~Some ~~those~~carriers ~~related~~parked toor ~~the~~retired ~~collection,~~a ~~processing,~~portion ~~storage,~~of ~~handling,~~their ~~use,~~fleets ~~disclosure,~~and ~~transfer,~~reduced workforces and ~~security~~flights. During periods of ~~personal~~reduced ~~data~~airline profitability, ~~including~~some ~~the~~airlines ~~European~~may ~~Union~~delay ~~General~~purchases ~~Data~~of ~~Protection~~spare ~~Regulation~~parts, ~~Personal~~preferring ~~Information~~instead ~~Protection~~to ~~Law~~deplete inexisting ~~China~~inventories, and ~~similar~~delay ~~regulations~~refurbishments inand ~~states~~discretionary ~~within~~spending. ~~the~~If ~~United~~demand ~~States~~for ~~and~~spare parts decreases, there would be a decrease in ~~countries~~demand ~~around~~for ~~the~~certain ~~world~~products. ~~Our~~An ~~efforts~~adverse tochange ~~comply~~in ~~with~~demand ~~privacy~~would impact our results of operations, collection of accounts receivable and ~~data~~our ~~protection~~expected ~~laws~~cash ~~may~~flow ~~impose~~generation ~~significant~~from ~~costs~~current and ~~challenges~~acquired ~~that~~businesses ~~are~~which ~~likely~~may toadversely ~~increase~~impact ~~over~~our ~~time~~financial condition and access to capital markets.

~~From~~Technology ~~time~~failures toor ~~time,~~cyber wesecurity ~~may~~breaches ~~implement new technology systems~~ or ~~replace~~other ~~and/or~~unauthorized ~~upgrade~~access to our ~~current~~ information technology systems. ~~These~~or ~~upgrades~~sensitive or ~~replacements~~proprietary ~~may~~information ~~not~~could ~~improve~~have ~~our~~an ~~productivity~~adverse toeffect on the ~~levels~~Company’s ~~anticipated~~business and may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks of delays or difficulties in transitioning to new systems or of integrating new systems into other existing systemsoperations.

~~Technology~~We rely on information technology systems to process, transmit, store, and protect electronic information. For example, a significant portion of the communications between our personnel, customers, suppliers and vendors depends on information technology and we rely on access to such information systems for our operations. Additionally, we rely on third-party service vendors to execute certain business processes and maintain certain information technology systems and infrastructure. The security measures in place may not prevent disruptions, failures, computer viruses or other malicious codes, malware or ransomware incidents, unauthorized access attempts, theft of intellectual property, trade secrets, or other corporate assets, denial of service attacks, phishing, hacking by common hackers, criminal groups or nation-state organizations or social activist (“hacktivist”) organizations, and other cyber-attacks or other privacy or security breaches in the information technology, phone systems or other ~~unauthorized~~systems ~~access~~(whether due to ~~information~~third-party ~~technology~~action, bugs or vulnerabilities, physical break-ins, employee error, malfeasance or otherwise) of the Company, our customers or third parties, which could adversely affect our communications and business operations. Further, events such as natural disasters, fires, power outages, systems failures, telecommunications failures, employee error or malfeasance or other catastrophic events could similarly cause interruptions, disruptions or shutdowns, or exacerbate the risk of the failures described above. These risks may be increased as more employees work from home. We may not have the resources or technical sophistication to anticipate, prevent or detect rapidly evolving types of cyber-attacks and other security risks. Attacks may be targeted at us, our customers, suppliers or vendors, ~~could~~or others who have anentrusted ~~adverse~~us ~~effect~~with oninformation. To date, the Company’s has not experienced any material impact to the business ~~and~~or operations resulting from information or cybersecurity attacks. However, because of the frequently changing attack techniques, along with the increased volume, persistence and sophistication of the attacks, the Company may be adversely impacted in the future. Because such techniques change frequently or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate

We rely on direct electronic interfaces with some of our key customers, suppliers and vendors. Cyber security breaches or technology failures at our customers could result in changes to timing and volume of orders. Additionally cyber security breaches or technology failures at our suppliers or vendors could impact the timing or availability of key materials that could negatively impact our ability to deliver products to our customers.15

WeTable ~~could incur substantial costs as a result~~ of ~~data protection concerns.~~Contents

~~The~~these ~~interpretation~~techniques ~~and~~or ~~application~~implement ofsufficient ~~data~~control ~~protection~~measures ~~laws~~to indefend ~~the~~against Uthese techniques.S. ~~and~~Once ~~Europe,~~a ~~including~~security incident is identified, ~~but~~we ~~not~~may ~~limited~~be unable to, ~~the~~remediate ~~General~~or ~~Data~~otherwise ~~Protection~~respond ~~Regulation~~to (such an incident in a timely manner. While the ~~“GDPR”)~~Company has policies and ~~the~~procedures ~~California~~in ~~Consumer~~place, ~~Privacy~~including ~~Act~~system (monitoring and data back-up processes to prevent or mitigate the ~~“CCPA”)~~effects of these potential disruptions or breaches, security breaches and ~~elsewhere~~other ~~are~~disruptions ~~uncertain~~to ~~and~~information ~~evolving~~technology systems could interfere with our operations. ItAny isfailure ~~possible~~to ~~that~~maintain, ~~these~~or ~~laws~~disruption ~~may~~to, beour ~~interpreted~~information ~~and~~technology ~~applied~~systems, inwhether as a ~~manner~~result ~~that~~of iscybersecurity ~~inconsistent~~attacks ~~with~~or otherwise, could damage our ~~data~~reputation, ~~practices.~~subject ~~Complying~~the ~~with~~Company ~~these~~to ~~various~~legal ~~laws~~claims isand ~~difficult~~proceedings or remedial actions, create risks of violations of data privacy laws and ~~could~~regulations, and cause us to incur substantial additional costs. Existing or ~~require~~emerging usthreats tomay ~~change~~have an adverse impact on our ~~business~~systems ~~practices~~or incommunications anetworks ~~manner~~and, ~~adverse~~further, technological enhancements to ~~our~~prevent business interruptions could require increased spending. ~~Further~~Furthermore, ~~although~~security webreaches ~~have~~pose ~~implemented~~a ~~internal~~risk ~~controls~~to confidential data and ~~procedures~~intellectual ~~designed~~property, towhich ~~ensure~~could ~~compliance~~result ~~with~~in ~~the~~damage ~~GDPR,~~to ~~CCPA~~our competitiveness and ~~other~~reputation. ~~privacy-related~~The ~~laws~~costs, ~~rules~~potential ~~and~~monetary ~~regulations (collectively~~damages, ~~the~~and ~~“Data~~operational ~~Protection~~consequences ~~Laws”),~~of ~~our~~responding ~~controls~~to cyber incidents and ~~procedures~~implementing remediation measures may not ~~enable~~be uscovered by any insurance that we may carry from time to betime. ~~fully~~We ~~compliant~~cannot ~~with~~predict ~~all~~the ~~Data~~degree ~~Protection~~of ~~Laws~~any impact that increased monitoring, assessing, or reporting of cybersecurity matters would have on operations, financial conditions and results.

~~Our~~Additionally, ~~inability~~in connection with our global operations, we, from time to ~~adequately~~time, ~~enforce~~transmit ~~and~~data ~~protect~~across national borders to conduct our ~~intellectual~~business ~~property~~and, orconsequently, ~~defend~~are ~~against~~subject ~~assertions~~to a variety of ~~infringement~~laws ~~could~~and ~~prevent~~regulations orregarding ~~restrict~~privacy, ~~our~~data ~~ability~~protection, and data security, including those related to ~~compete~~the collection, processing, storage, handling, use, disclosure, transfer, and security of personal data, including the GDPR, Personal Information Protection Law in China and similar regulations in states within the United States, such as the CCPA, and in countries around the world. Our efforts to comply with privacy and data protection laws may impose significant costs and challenges that are likely to increase over time.

WeFrom ~~rely~~time onto ~~patents~~time, ~~trademarks,~~we ~~trade~~may ~~secrets~~implement ~~and~~new ~~proprietary knowledge and~~ technology, ~~both~~systems ~~internally~~or ~~developed~~replace and/or ~~acquired,~~upgrade inour ~~order~~current toinformation ~~maintain~~technology ~~a competitive advantage~~systems. ~~Our~~These ~~inability~~upgrades toor ~~protect~~replacements ~~and~~may ~~defend~~not ~~against~~improve ~~the~~our ~~unauthorized~~productivity ~~use~~to ofthe ~~these~~levels ~~rights~~anticipated and ~~assets~~may ~~could~~subject ~~have~~us anto ~~adverse~~inherent ~~effect~~costs onand ~~our~~risks ~~results~~associated ofwith ~~operations~~implementing, replacing, and ~~financial~~updating ~~condition.~~these ~~Our~~systems, ~~proprietary~~including ~~rights~~potential indisruption ~~the~~of ~~United~~our ~~States~~internal orcontrol ~~abroad~~structure, ~~may~~substantial ~~not~~capital beexpenditures, ~~adequate~~demands ~~and~~on ~~others~~management ~~may~~time ~~develop~~and ~~technologies~~other ~~similar~~risks orof ~~superior~~delays ~~to our technology~~ or ~~design~~difficulties ~~around~~in ~~our~~transitioning ~~proprietary rights. Litigation may be necessary~~ to ~~protect~~new ~~our~~systems ~~intellectual property rights~~ or ~~defend against claims~~ of ~~infringement.~~integrating ~~This~~new ~~litigation~~systems ~~could~~into ~~result~~other inexisting ~~significant costs and divert our management’s focus away from operations~~systems.

16Technology failures or cyber security breaches or other unauthorized access to information technology systems of our customers, suppliers or vendors could have an adverse effect on the Company’s business and operations.

~~Price~~We ~~inflation~~rely ~~for~~on ~~labor~~direct ~~and~~electronic ~~materials~~interfaces with some of our key customers, ~~further~~suppliers ~~exacerbated~~and byvendors. Cyber security breaches or technology failures at our customers could result in changes to timing and volume of orders. Additionally cyber security breaches or technology failures at our suppliers or vendors could impact the ~~Russian~~timing ~~invasion~~or availability of ~~Ukraine,~~key materials that could ~~adversely~~negatively ~~affect~~impact our ~~business,~~ability ~~results~~to ofdeliver ~~operations~~products ~~and~~to ~~financial~~our ~~condition~~customers.

We ~~generally~~could ~~experienced~~incur ~~price~~substantial ~~inflation in our~~ costs ~~for labor and materials, such~~ as ~~aluminum,~~a nickel, and titanium during the years 2023 and 2024, which adversely affected our business, results of operations and financial condition. We may not be able to pass through inflationary cost increases under our existing fixed-price contracts. Our ability to raise prices to reflect increased costs may be limited by competitive conditions in the market for our products and services. Russia’s invasion of Ukraine, and prolonged conflict there, as well as the conflict between Israel and Hamas may result ~~in increased inflation, escalating energy and commodity prices and increasing costs~~ of ~~materials.~~data Weprotection ~~continue to work to mitigate such pressures on our business operations as they develop~~concerns. To the extent the war in Ukraine and the conflict between Israel and Hamas adversely affect our business as discussed above, it may also have the effect of heightening many of the other risks described herein, such as those relating to cybersecurity, supply chain, volatility in prices and market conditions, any of which could negatively affect our business and financial condition.

The interpretation and application of data protection laws in the U.S. ~~military~~and ~~spending~~Europe, isincluding, ~~dependent~~but ~~upon~~not limited to, the UGDPR and the CCPA, and elsewhere are uncertain and evolving.S It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. ~~defense~~Complying ~~budget~~with these various laws is difficult and could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. Further, although we have implemented internal controls and procedures designed to ensure compliance with the GDPR, CCPA and other privacy-related laws, rules and regulations (collectively, the “Data Protection Laws”), our controls and procedures may not enable us to be fully compliant with all Data Protection Laws.

AOur ~~significant~~inability ~~portion of our net sales is generated from the defense market. The defense market is significantly dependent upon government budget trends, particularly the DOD budget. In addition~~ to ~~normal~~adequately ~~business~~enforce ~~risks,~~and ~~our~~protect ~~supply of products to the U.S. Government is subject to unique risks largely beyond~~ our ~~control.~~intellectual ~~DOD~~property ~~budgets could be negatively impacted by several factors, including, but not limited to, a change in defense spending policy as a result of the presidential election~~ or ~~otherwise,~~defend ~~the~~against ~~U.S.~~assertions ~~Government’s budget deficits, spending priorities (for example, shifting funds to efforts to combat the impact~~ of ~~the~~infringement pandemic or efforts to assist Ukraine in the Russia and Ukraine conflict), the cost of sustaining the U.S. military presence internationally, possible political pressure to reduce U.S. Government military spending and the ability of the U.S. government to enact appropriations bills and other relevant legislation, each of which could ~~cause~~prevent ~~the DOD budget to remain unchanged~~ or torestrict decline. In recent years, the U.S. Government has been unable to complete its budget process before the end of its fiscal year, resulting in both governmental shutdowns and continuing resolutions providing only enough funds for U.S. Government agencies to continue operating at prior- year levels. Further, if the U.S. government debt ceiling is not raised and the national debt reaches the statutory debt ceiling, the U.S. government could default on its debts. A significant decline in U.S. military expenditures could result in a reduction in the amount of our ~~products~~ability ~~sold~~ to ~~the various agencies and buying organizations of the U~~compete.~~S. Government.~~

~~Contracting~~We inrely ~~the~~on ~~defense~~patents, ~~industry~~trademarks, istrade ~~subject~~secrets toand ~~significant~~proprietary ~~regulation~~knowledge and technology, ~~including~~both ~~rules~~internally ~~related~~developed toand ~~bidding~~acquired, ~~billing~~in order to maintain a competitive advantage. Our inability to protect and ~~accounting~~defend ~~kickbacks~~against the unauthorized use of these rights and ~~false~~assets ~~claims,~~could have an adverse effect on our results of operations and ~~any~~financial ~~non-compliance~~condition. ~~could~~Our ~~subject~~proprietary usrights toin ~~fines~~the United States or abroad may not be adequate and ~~penalties~~others may develop technologies similar or ~~possible~~superior ~~debarment~~to our technology or design around our proprietary rights. Litigation may be necessary to protect our intellectual property rights or defend against claims of infringement. This litigation could result in significant costs and divert our management’s focus away from operations.

Like all government contractors, we are subject to risks associated with this contracting. These risks include the potential for substantial civil and criminal fines and penalties. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation, which could significantly reduce our sales and earnings. It could also result in our suspension or debarment from future government contracts, which would adversely affect our business, financial condition, results of operations, and cash flows.16

WeTable ~~are subject to certain unique business risks as a result~~ of ~~supplying equipment to the U.S. Government.~~Contents

~~Companies~~Price ~~engaged~~inflation infor ~~supplying~~labor ~~defense-related equipment~~ and ~~services to U.S. Government agencies~~materials, ~~whether~~further ~~through~~exacerbated ~~direct~~by ~~contracts with~~ the ~~U.S.~~Russian ~~Government~~invasion orof asUkraine, acould ~~subcontractor~~adversely toaffect ~~customers~~our ~~contracting with the U.S. Government~~business, ~~are~~results ~~subject to business risks specific to the defense industry. These risks include the ability~~ of ~~the~~operations ~~U.S.~~and ~~Government~~financial ~~to unilaterally:~~condition.

~~suspend~~We usgenerally ~~from~~experienced ~~receiving~~price ~~new~~inflation in our costs for labor and materials, such as aluminum, nickel, and titanium during the years 2025 and 2024, which adversely affected our business, results of operations and financial condition. We may not be able to pass through inflationary cost increases under our existing fixed-price contracts. ~~based~~Our ability to raise prices to reflect increased costs may be limited by competitive conditions in the market for our products and services. Russia’s invasion of Ukraine, and prolonged conflict there, may result in increased inflation, escalating energy and commodity prices and increasing costs of materials. We continue to work to mitigate such pressures on ~~alleged~~our ~~violations~~business operations as they develop. To the extent the war in Ukraine adversely affects our business as discussed above, it may also have the effect of ~~procurement~~heightening ~~laws~~many orof ~~regulations;~~the other risks described herein, such as those relating to cybersecurity, supply chain, volatility in prices and market conditions, any of which could negatively affect our business and financial condition.

~~terminate~~U.S. ~~existing~~military ~~contracts;~~spending is dependent upon the U.S. defense budget.

~~revoke~~A ~~required~~significant ~~security~~portion ~~clearances;~~of our net sales is generated from the defense market. The defense market is significantly dependent upon government budget trends, particularly the DOD budget. In addition to normal business risks, our supply of products to the U.S. Government is subject to unique risks largely beyond our control. DOD budgets could be negatively impacted by several factors, including, but not limited to, a change in defense spending policy as a result of the presidential election or otherwise, the U.S. Government’s budget deficits, spending priorities (for example, shifting funds to efforts to combat the impact of the pandemic or efforts to assist Ukraine in the Russia and Ukraine conflict), the cost of sustaining the U.S. military presence internationally, possible political pressure to reduce U.S. Government military spending and the ability of the U.S. government to enact appropriations bills and other relevant legislation, each of which could cause the DOD budget to remain unchanged or to decline. In recent years, the U.S. Government has been unable to complete its budget process before the end of its fiscal year, resulting in both governmental shutdowns and continuing resolutions providing only enough funds for U.S. Government agencies to continue operating at prior- year levels. Further, if the U.S. government debt ceiling is not raised and the national debt reaches the statutory debt ceiling, the U.S. government could default on its debts. A significant decline in U.S. military expenditures could result in a reduction in the amount of our products sold to the various agencies and buying organizations of the U.S. Government.

~~reduce~~Contracting in the ~~value~~defense ofindustry ~~existing~~is ~~contracts;~~subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment.

~~audit~~Like all government contractors, we are subject to risks associated with this contracting. These risks include the potential for substantial civil and criminal fines and penalties. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our ~~contract-related~~government ~~costs~~contracts could harm our business reputation, which could significantly reduce our sales and ~~fees~~earnings. It could also result in our suspension or debarment from future government contracts, ~~including~~which ~~allocated~~would ~~indirect~~adversely ~~costs~~affect our business, financial condition, results of operations, and cash flows.

~~U.S.~~We ~~Government~~are ~~contracts~~subject ~~can~~to becertain ~~terminated~~unique bybusiness ~~the~~risks ~~U.S.~~as ~~Government~~a atresult ~~its convenience without significant notice. Termination for convenience provisions provide only for our recovery~~ of ~~costs~~supplying ~~incurred~~equipment orto ~~committed, settlement expenses and profit on~~ the ~~work~~U.S. ~~completed prior to termination~~Government.

~~For~~Companies ~~contracts~~engaged ~~for~~in ~~which~~supplying ~~the~~defense-related ~~price~~equipment isand ~~based~~services onto ~~cost, the~~ U.S. Government ~~may review our costs and performance~~agencies, aswhether ~~well~~through asdirect ~~our~~contracts ~~accounting~~with ~~and general business practices. Based on~~ the ~~results of such audits, the~~ U.S. Government ~~may~~or ~~adjust~~as ~~our~~a ~~contract-related~~subcontractor ~~costs~~to ~~and~~customers ~~fees,~~contracting ~~including~~with ~~allocated~~the ~~indirect costs. In addition, under~~ U.S. Government, ~~purchasing~~are ~~regulations,~~subject ~~some~~to ofbusiness ~~our~~risks ~~costs,~~specific ~~including~~to ~~most~~the ~~financing~~defense ~~costs,~~industry. ~~amortization~~These ofrisks ~~intangible~~include ~~assets,~~the ~~portions~~ability of ~~research~~the ~~and~~U.S. ~~development~~Government ~~costs, and certain marketing expenses may not be subject~~ to ~~reimbursement.~~unilaterally:

•

17suspend us from receiving new contracts based on alleged violations of procurement laws or regulations;

•

Ifterminate aexisting government inquiry or investigation uncovers improper or illegal activities, we could be subject to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of payment and suspension or debarment from doing business with U.S. Government agencies, any of which could materially adversely affect our reputation, business, financial condition, results of operations and cash flows.contracts;

•

~~Moreover,~~revoke ~~U.S.~~required ~~Government~~security purchasing regulations contain a number of operational requirements that apply to entities engaged in government contracting. Failure to comply with such government contracting requirements could result in civil and criminal penalties that could have a material adverse effect on the Company’s results of operations.clearances;

•

~~Our~~reduce ~~operations outside of~~ the ~~United~~value ~~States are subject to additional risks. Our net sales to foreign customers were approximately $125 million for the year ended December 31, 2024, which represent approximately 31%~~ of ~~our~~existing ~~total~~contracts; net sales. A number of risks inherent in international operations could have a material adverse effect on our results of operations, including global health crises, change in trade policies, tariff regulation, difficulties in obtaining export and import licenses, the risk of government financed competition, currency fluctuations, sanctions and war. See “—Risks Related to Financial Matters—Tariffs on certain imports to the United States and other potential changes to U.S. tariff and import/ export regulations may have a negative effect on global economic conditions and our business, financial results and financial condition.” In addition, if the laws regarding the repatriation of funds were to change in ways we do not currently expect, we may incur foreign taxes to repatriate these funds, which would reduce the net amount ultimately available to us. See “—Risks Related to Financial Matters—We may be subject to risks relating to changes in our tax rates or exposure to additional income tax liabilities.”

•

~~Issues~~audit with the global supply chain can also arise due to some of the aforementioned risks, as well as the availability and cost of raw materials to suppliers, merchandise quality or safety issues, shipping and transport availability and cost, increases in wage rates and taxes, transport security, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import. Such issues are often beyond our control and could adversely affect our operations and profitability. Furthermore, the Company is subject to laws and regulations, such as the Foreign Corrupt Practices Act, UK Bribery Act and similar local anticontract-~~bribery~~related ~~laws,~~costs ~~which generally prohibit companies~~ and ~~their employees~~fees, ~~agents~~including ~~and~~allocated ~~contractors~~indirect ~~from making improper payments for the purpose of obtaining or retaining business~~costs. Failure to comply with these laws could subject the Company to civil and criminal penalties that could materially adversely affect the Company’s results of operations, financial position and cash flows.

WeU.S. ~~are~~Government ~~monitoring~~contracts ~~the~~can ~~ongoing~~be ~~conflict~~terminated ~~between Russia and Ukraine and the related export controls and financial and economic sanctions imposed on certain industry sectors, including the aviation sector, and parties in Russia~~ by the U.S., ~~the~~Government ~~UK,~~at ~~the~~its ~~European~~convenience ~~Union~~without ~~and~~significant ~~others, as well as the conflict between Israel and Hamas~~notice. ~~Although~~Termination ~~these~~for ~~conflicts~~convenience ~~have~~provisions ~~not~~provide ~~resulted~~only infor ~~a direct material adverse impact on~~ our ~~business~~recovery ~~to date, the implications~~ of ~~the Russia and Ukraine conflict and the Israel and Hamas conflict in the short-term and long-term are difficult to predict at this time. Factors such as increased energy~~ costs, ~~increased~~incurred ~~freight~~or ~~costs~~committed, ~~the~~settlement ~~availability~~expenses ofand ~~certain~~profit ~~raw materials for aircraft manufacturers, embargoes~~ on ~~flights from Russian airlines, sanctions on Russian companies, and~~ the ~~stability~~work ofcompleted ~~Ukrainian~~prior ~~customers~~to ~~could impact the global economy and aviation sector~~termination.

WeFor ~~face~~contracts ~~significant~~for ~~competition~~which the price is based on cost, the U.S. Government may review our costs and performance, as well as our accounting and general business practices. Based on the results of such audits, the U.S. Government may adjust our contract-related costs and fees, including allocated indirect costs. In addition, under U.S. Government purchasing regulations, some of our costs, including most financing costs, amortization of intangible assets, portions of research and development costs, and certain marketing expenses may not be subject to reimbursement.

We operate in a highly competitive global industry. Competitors in our product lines are both U.S. and foreign companies and range in size from divisions of large public corporations to small privately-held entities. Our ability to compete depends on high product performance, consistent high quality, short lead time and timely delivery, competitive pricing, superior customer service and support and continued certification under customer quality requirements and assurance programs.17

IfTable weof ~~are unable to adapt to technological change, demand for our products may be reduced.~~Contents

~~The~~If ~~technologies~~a ~~related~~government toinquiry ~~our~~or ~~products~~investigation ~~have~~uncovers ~~undergone,~~improper ~~and~~or inillegal ~~the future may undergo~~activities, ~~significant changes. To succeed in the future,~~ we ~~must~~could ~~continue~~be subject to ~~design,~~civil ~~develop,~~or ~~manufacture,~~criminal ~~assemble,~~penalties ~~test,~~or ~~market~~administrative ~~and support new products and enhancements~~sanctions, ~~and~~including wecontract ~~may not be able to do so successfully~~termination, ~~if at all~~fines, orforfeiture onof ~~a timely~~fees, ~~cost~~suspension ~~effective,~~of orpayment ~~repeatable basis. Our competitors may develop technologies~~ and ~~products~~suspension ~~that are more effective than those we develop~~ or ~~that~~debarment ~~render~~from ~~our~~doing ~~technology~~business ~~and~~with ~~products obsolete or noncompetitive~~U.S. ~~Furthermore~~Government agencies, ~~our~~any ~~products~~of which could ~~become~~materially ~~unmarketable~~adversely ifaffect ~~new industry standards emerge. We may need to modify~~ our ~~products~~reputation, ~~significantly~~business, infinancial ~~the~~condition, ~~future~~results toof ~~remain~~operations ~~competitive,~~ and ~~new~~cash ~~products we introduce may not be accepted by our customers~~flows.

~~Regulations~~Moreover, ~~designed~~U.S. Government purchasing regulations contain a number of operational requirements that apply to ~~address~~entities ~~climate~~engaged ~~change~~in ~~may~~government contracting. Failure to comply with such government contracting requirements could result in ~~additional~~civil ~~compliance~~and ~~costs.~~criminal penalties that could have a material adverse effect on the Company’s results of operations.

Our operations ~~and~~outside of the ~~products~~United weStates ~~sell~~ are ~~currently~~ subject to ~~rules~~additional ~~limiting~~risks. ~~emissions~~Our ~~and~~net sales to ~~other~~foreign ~~climate-related~~customers ~~regulations~~were inapproximately ~~certain~~$142 ~~jurisdictions~~million ~~where~~for wethe ~~operate~~year ended December 31, 2025, which represent approximately 29% of our total net sales. ~~The~~A ~~increased~~number ~~prevalence~~of risks inherent in international operations could have a material adverse effect on our results of operations, including global ~~climate~~health crises, change ~~concerns~~in ~~may~~trade ~~result~~policies, tariff regulation, difficulties in ~~new~~obtaining ~~regulations~~export ~~that~~and ~~may~~import ~~negatively~~licenses, ~~impact~~the usrisk of government financed competition, ~~our~~currency ~~suppliers~~fluctuations, sanctions and ~~customers~~war. WeSee ~~are~~“—Risks ~~continuing~~Related to ~~evaluate~~Financial ~~short-,~~Matters—Tariffs ~~medium-~~on ~~and~~certain ~~long-term~~imports ~~risks~~to ~~related~~the toUnited ~~climate~~States ~~change.~~and Weother ~~cannot~~potential ~~predict~~changes ~~what~~to ~~environmental~~U.S. ~~legislation~~tariff orand import/ export regulations ~~will~~may behave ~~enacted~~a innegative ~~the~~effect ~~future,~~on ~~how~~global ~~existing~~economic orconditions ~~future~~and ~~laws~~our orbusiness, ~~regulations~~financial ~~will~~results beand ~~administered~~financial orcondition.” ~~interpreted~~In addition, orif ~~what~~the ~~environmental~~laws ~~conditions~~regarding ~~may~~the berepatriation ~~found~~of funds were to ~~exist.~~change ~~Compliance~~in ~~with~~ways ~~any~~we ~~new~~do ornot ~~more~~currently ~~stringent~~expect, ~~laws~~we ormay ~~regulations,~~incur orforeign ~~stricter~~taxes ~~interpretations~~to ofrepatriate ~~existing~~these ~~laws~~funds, ~~could~~which ~~require~~would ~~additional~~reduce ~~expenditures~~the bynet amount ultimately available to us. orSee ~~our~~“—Risks ~~suppliers,~~Related into ~~which~~Financial ~~case,~~Matters—We ~~the~~may ~~costs~~be ofsubject ~~raw~~to ~~materials~~risks ~~and~~relating ~~component~~to ~~parts~~changes ~~could~~in ~~increase~~our tax rates or exposure to additional income tax liabilities.”

18Issues with the global supply chain can also arise due to some of the aforementioned risks, as well as the availability and cost of raw materials to suppliers, merchandise quality or safety issues, shipping and transport availability and cost, increases in wage rates and taxes, transport security, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import. Such issues are often beyond our control and could adversely affect our operations and profitability. Furthermore, the Company is subject to laws and regulations, such as the Foreign Corrupt Practices Act, UK Bribery Act and similar local anti-bribery laws, which generally prohibit companies and their employees, agents and contractors from making improper payments for the purpose of obtaining or retaining business. Failure to comply with these laws could subject the Company to civil and criminal penalties that could materially adversely affect the Company’s results of operations, financial position and cash flows.

~~Regulation~~We ~~that~~are ~~would~~monitoring ~~have~~the aongoing ~~material~~conflict ~~adverse~~between ~~impact~~Russia and Ukraine and the related export controls and financial and economic sanctions imposed on ~~air~~certain ~~travel~~industry ~~could~~sectors, including the aviation sector, and parties in ~~turn~~Russia by the U.S., ~~have~~the UK, the European Union and others. Although this conflict has not resulted in a direct material adverse impact on our business. ~~Given~~to date, the ~~political~~implications ~~significance~~of the Russia and ~~uncertainty~~Ukraine ~~around~~conflict ~~these~~in ~~issues,~~the weshort-term ~~cannot~~and long-term are difficult to predict ~~how~~at ~~legislation~~this time. Factors such as increased energy costs, ~~regulation~~increased freight costs, the availability of certain raw materials for aircraft manufacturers, embargoes on flights from Russian airlines, sanctions on Russian companies, and ~~increased~~the ~~awareness~~stability of ~~these~~Ukrainian ~~issues~~customers ~~will~~could ~~affect~~impact ~~our~~the ~~operations~~global economy and ~~financial~~aviation ~~condition~~sector.

~~Failure~~We toface ~~maintain~~significant ~~a level of corporate social responsibility could damage our reputation and could adversely affect our business, financial condition or results of operations~~competition.

InWe ~~light~~operate ofin ~~evolving expectations around corporate social responsibility, our reputation could be adversely impacted by~~ a ~~failure~~highly ~~(or~~competitive ~~perceived~~global ~~failure) to maintain a level of corporate social responsibility~~industry. InCompetitors today’s environment, an allegation or perception regarding quality, safety, or corporate social responsibility can negatively impact our reputation. This may include, without limitation: failure to maintain certain ethical, social and environmental practices for our operations and activities, or failure to require our suppliers or other third parties to do so; our environmental impact, including our impact on the environment, greenhouse gas emissions and climate-related risks, renewable energy, water stewardship and waste management; responsible sourcing in our ~~supply~~product ~~chain;~~lines ~~the~~are ~~practices~~both ofU.S. our employees, agents, customers, suppliers, or other third parties (including others in our industry) with respect to any of the foregoing, actual or perceived; the failure to be perceived as appropriately addressing matters of social responsibility, including matters related to diversity, equality and ~~inclusion;~~foreign ~~consumer~~companies ~~perception of statements made by us, our employees~~ and ~~executives,~~range ~~agents, customers, suppliers, or other third parties (including others~~ in ~~our~~size ~~industry);~~from ordivisions ~~our responses to any~~ of ~~the~~large ~~foregoing.~~public Acorporations number of our customers have adopted, or may adopt, procurement policies that include social and environmental responsibility provisions or requirements that their suppliers should comply with, or they may seek to ~~include~~small ~~such~~privately-held ~~provisions or requirements in their procurement terms and conditions~~entities. AnOur ~~increasing~~ability ~~number of investors are also requiring companies~~ to ~~disclose~~compete ~~corporate,~~depends ~~social~~on ~~and~~high ~~environmental~~product ~~policies~~performance, ~~practices~~consistent ~~and~~high ~~metrics. If we are unable to comply with~~quality, orshort ~~are~~lead ~~unable~~time toand ~~cause~~timely ~~our suppliers to comply with such policies~~delivery, orcompetitive ~~meet the requirements of our customers and investors~~pricing, asuperior customer ~~may~~service ~~stop purchasing products from us or an investor may sell their shares,~~ and ~~may~~support ~~take legal action against us, which could harm our reputation, revenue~~ and ~~results~~continued ofcertification ~~operations.~~under Further, we may be subject to rulemaking regarding corporate social responsibility and/or disclosure, as public awareness and focus on social and environmental issues has led to legislative and regulatory efforts to impose increased regulations and require further disclosure. As a result, we may become subject to new or more stringent regulations, legislation or other governmental requirements, customer ~~requirements~~quality ~~or industry standards and/or an increased demand to meet voluntary criteria related to such matters. Increased regulations, customer~~ requirements ~~or industry standards, including around climate change concerns, could subject us to additional costs~~ and ~~restrictions~~assurance and require us to make certain changes to our manufacturing practices and/or product designs, which could negatively impact our business, results of operations, financial condition and competitive positionprograms.

~~Negative~~If ~~publicity~~we ~~could~~are ~~damage~~unable ~~our~~to ~~brand~~adapt ~~reputation,~~to ~~particularly~~technological ~~at the subsidiary level~~change, ~~and~~demand ~~negatively~~for ~~impact~~ our ~~revenue~~products ~~and~~may ~~results~~be ~~of operations~~reduced.

ToThe ~~continue~~technologies related to beour ~~successful~~products have undergone, weand ~~must~~in ~~continue~~the tofuture ~~preserve~~may undergo, ~~grow~~significant ~~and~~changes. ~~capitalize~~To onsucceed in the ~~value~~future, ofwe ~~our~~must ~~brand~~continue into ~~the~~design, ~~marketplace.~~develop, ~~Reputational~~manufacture, ~~value~~assemble, istest, ~~based~~market inand ~~large~~support ~~part~~new onproducts ~~perceptions~~and ofenhancements, ~~subjective~~and ~~qualities.~~we ~~Even~~may annot ~~isolated~~be ~~incident~~able to do so successfully, ~~such~~if asat all, or on a ~~high-profile~~timely, ~~product~~cost ~~recall~~effective, or ~~the~~repeatable ~~aggregate~~basis. ~~effect~~Our ofcompetitors ~~individually~~may ~~insignificant~~develop ~~incidents,~~technologies ~~can~~and ~~erode~~products ~~trust~~that ~~and~~are ~~confidence,~~more ~~particularly~~effective ifthan ~~such~~those ~~incident~~we develop or ~~incidents~~that ~~result~~render inour ~~adverse~~technology ~~publicity,~~and ~~governmental~~products ~~investigations~~obsolete or ~~litigation~~noncompetitive. Furthermore, ~~and~~our asproducts acould ~~result,~~become ~~could~~unmarketable ~~tarnish~~if ~~our~~new ~~brand~~industry ~~and~~standards ~~lead~~emerge. We may need to amodify ~~material~~our ~~adverse~~products ~~effect~~significantly onin ~~our~~the ~~business,~~future ~~financial~~to ~~position~~remain competitive, ~~results~~and ofnew ~~operations~~products ~~and~~we ~~cash~~introduce ~~flows~~may not be accepted by our customers.

InRegulations ~~particular,~~designed product quality issues could negatively impact customer confidence in our brands and our products. If our product offerings do not meet applicable safety standards or customers’ expectations regarding safety or quality, or are alleged to ~~have~~address ~~quality~~climate ~~issues~~change ormay to have caused personal injury or other damage, we could experience lower revenue and increased costs and be exposed to legal, financial and reputational risks, as well as governmental enforcement actions. In addition, actual, potential or perceived product safety concerns could result in ~~costly~~additional ~~product~~compliance ~~recalls~~costs.

~~Risks~~Our ~~Related~~operations and the products we sell are currently subject to ~~Legal~~rules limiting emissions and ~~Regulatory~~to ~~Matters~~other climate-related regulations in certain jurisdictions where we operate. The increased prevalence of global climate change concerns may result in new regulations that may negatively impact us, our suppliers and customers. We are continuing to evaluate short-, medium- and long-term risks related to climate change. We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted, or what environmental conditions may be found to exist. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers, in which case, the costs of raw materials and component parts could increase.

WeRegulation ~~could~~that ~~incur~~would ~~substantial~~have ~~costs~~a asmaterial adverse impact on air travel could, in turn, have a ~~result~~material ofadverse ~~violations~~impact on our business. Given the political significance and uncertainty around these issues, we cannot predict how legislation, regulation, and increased awareness of orthese ~~liabilities~~issues ~~under~~will ~~environmental~~affect ~~laws~~our operations and ~~regulations~~financial condition.

Our operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations that govern, among other things, discharges of pollutants into the air and water, the generation, handling, storage and disposal of hazardous materials and wastes, the remediation of contamination and the health and safety of our employees. Environmental laws and regulations may require that the Company investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations.18

~~Estimates~~Table of the Company’s environmental liabilities are based on current facts, laws, regulations and technology. These estimates take into consideration the Company’s prior experience and professional judgment of the Company’s environmental advisors. Estimates of the Company’s environmental liabilities are further subject to uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, including changes in law and regulation, imprecise engineering evaluations and cost estimates, the extent of corrective actions that may be required and the number and financial condition of other potentially responsible parties, as well as the extent of their responsibility for the remediation.Contents

19Failure to maintain a level of corporate social responsibility could damage our reputation and could adversely affect our business, financial condition or results of operations.

~~Accordingly~~In light of evolving expectations around corporate social responsibility, asour ~~investigations~~reputation could be adversely impacted by a failure (or perceived failure) to maintain a level of corporate social responsibility. In today’s environment, an allegation or perception regarding quality, safety, or corporate social responsibility can negatively impact our reputation. This may include, without limitation: failure to maintain certain ethical, social and ~~remediations~~environmental ~~proceed~~practices for our operations and activities, itor isfailure ~~likely~~to ~~that~~require ~~adjustments~~our suppliers or other third parties to do so; our environmental impact, including our impact on the environment, greenhouse gas emissions and climate-related risks, renewable energy, water stewardship and waste management; responsible sourcing in our supply chain; the ~~Company’s~~practices ~~accruals~~of ~~will~~our employees, agents, customers, suppliers, or other third parties (including others in our industry) with respect to any of the foregoing, actual or perceived; the failure to be ~~necessary~~perceived as appropriately addressing matters of social responsibility, including matters related to ~~reflect~~diversity, ~~new~~equality ~~information.~~and ~~The~~inclusion; ~~amounts~~consumer perception of statements made by us, our employees and executives, agents, customers, suppliers, or other third parties (including others in our industry); or our responses to any ~~such~~of ~~adjustments~~the ~~could~~foregoing. A number of our customers have aadopted, ~~material~~or ~~adverse~~may ~~effect~~adopt, onprocurement policies that include social and environmental responsibility provisions or requirements that their suppliers should comply with, or they may seek to include such provisions or requirements in their procurement terms and conditions. An increasing number of investors are also requiring companies to disclose corporate, social and environmental policies, practices and metrics. If we are unable to comply with, or are unable to cause our suppliers to comply with such policies, or meet the ~~Company’s~~requirements of our customers and investors, a customer may stop purchasing products from us or an investor may sell their shares, and may take legal action against us, which could harm our reputation, revenue and results of operations. Further, we may be subject to rulemaking regarding corporate social responsibility and/or ~~cash~~disclosure, ~~flows~~as inpublic awareness and focus on social and environmental issues has led to legislative and regulatory efforts to impose increased regulations and require further disclosure. As a ~~given~~result, ~~period~~we may become subject to new or more stringent regulations, legislation or other governmental requirements, customer requirements or industry standards and/or an increased demand to meet voluntary criteria related to such matters. Increased regulations, customer requirements or industry standards, including around climate change concerns, could subject us to additional costs and restrictions and require us to make certain changes to our manufacturing practices and/or product designs, which could negatively impact our business, results of operations, financial condition and competitive position.

WeNegative ~~may~~publicity becould ~~subject~~damage toour ~~periodic~~brand ~~litigation~~reputation, ~~and~~particularly ~~regulatory~~at ~~proceedings,~~the ~~which~~subsidiary ~~may~~level, ~~adversely~~and ~~affect~~negatively impact our ~~business~~revenue and ~~financial~~results ~~performance~~of operations.

~~From~~To ~~time~~continue to ~~time~~be successful, we ~~are~~must ~~involved~~continue into ~~lawsuits~~preserve, grow and ~~regulatory~~capitalize ~~actions~~on ~~brought~~the orvalue ~~threatened~~of ~~against~~our usbrand in the ~~ordinary course of business~~marketplace. ~~These~~Reputational ~~actions~~value ~~and~~is ~~proceedings~~based ~~may~~in ~~involve~~large ~~claims~~part ~~for,~~on ~~among~~perceptions ~~other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, or breach~~ of ~~contract~~subjective qualities. InEven ~~addition,~~an weisolated ~~may be subject to class action lawsuits~~incident, ~~including~~such ~~those~~as ~~involving~~a ~~allegations~~high-profile ~~of violations of consumer~~ product ~~statutes~~recall, or the ~~Fair~~aggregate ~~Labor~~effect ~~Standards Act and state wage and hour laws. Due to the inherent uncertainties~~ of ~~litigation,~~individually weinsignificant ~~cannot accurately predict the ultimate outcome of any such actions or proceedings. The outcome of litigation~~incidents, ~~particularly~~can ~~class~~erode ~~action~~trust ~~lawsuits~~ and ~~regulatory actions~~confidence, isparticularly ~~difficult~~if tosuch ~~assess~~incident or ~~quantify,~~incidents asresult ~~plaintiffs~~in ~~may~~adverse ~~seek~~publicity, ~~recovery~~governmental ofinvestigations ~~very large~~ or ~~indeterminate amounts in these types of lawsuits~~litigation, and ~~the~~as ~~magnitude~~a ~~of the potential loss may remain unknown for substantial periods of time. In addition~~result, ~~plaintiffs in many types of actions may seek punitive damages, civil penalties, consequential damages or other losses, or injunctive or declaratory relief. These proceedings~~ could ~~result~~tarnish inour ~~substantial~~brand ~~cost~~ and ~~may~~lead ~~require us~~ to ~~devote substantial resources to defend ourselves. The ultimate resolution of these matters through settlement, mediation, or court judgment could have~~ a material ~~impact~~adverse effect on our business, financial ~~condition~~position, results of operations, and cash flows.

WeIn particular, product quality issues could benegatively ~~adversely~~impact ~~affected~~customer ifconfidence ~~one~~in ofour brands and our products. ~~causes~~If anour ~~aircraft~~product offerings do not meet applicable safety standards or customers’ expectations regarding safety or quality, or are alleged to ~~crash~~have quality issues or to have caused personal injury or other damage, we could experience lower revenue and increased costs and be exposed to legal, financial and reputational risks, as well as governmental enforcement actions. In addition, actual, potential or perceived product safety concerns could result in costly product recalls.

InWe ~~addition, a crash caused by one of our products~~ could ~~damage~~incur ~~our~~substantial ~~reputation~~costs ~~for quality products. We believe our customers consider safety and reliability~~ as ~~key criteria in selecting~~ a ~~provider~~result of ~~aircraft~~violations ~~products. If a crash were to be caused by one~~ of ~~our products,~~ or ifliabilities weunder ~~were~~environmental tolaws ~~otherwise fail to maintain a satisfactory record of safety~~ and ~~reliability, our ability to retain and attract customers may be materially adversely affected~~regulations.

~~Risks~~Our ~~Related~~operations and facilities are subject to ~~Financial~~a ~~Matters~~number of federal, state, local and foreign environmental laws and regulations that govern, among other things, discharges of pollutants into the air and water, the generation, handling, storage and disposal of hazardous materials and wastes, the remediation of contamination and the health and safety of our employees. Environmental laws and regulations may require that the Company investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations.

~~Tariffs~~Estimates of the Company’s environmental liabilities are based on ~~certain~~current ~~imports~~facts, tolaws, regulations and technology. These estimates take into consideration the ~~United~~Company’s ~~States~~prior experience and ~~other~~professional ~~potential~~judgment ~~changes~~of tothe UCompany’s environmental advisors.S. ~~tariff~~Estimates of the Company’s environmental liabilities are further subject to uncertainties regarding the nature and ~~import/export~~extent ~~regulations~~of ~~may~~site ~~have~~contamination, athe ~~negative~~range ~~effect~~of onremediation ~~global~~alternatives ~~economic~~available, ~~conditions~~evolving remediation standards, including changes in law and ~~our~~regulation, ~~business~~imprecise engineering evaluations and cost estimates, ~~financial~~the ~~results~~extent of corrective actions that may be required and the number and financial condition of other potentially responsible parties, as well as the extent of their responsibility for the remediation.

WeAccordingly, ~~are~~as ~~subject~~investigations ~~to tariffs on imports of steel~~ and ~~aluminum~~remediations ~~into~~proceed, ~~the~~it ~~United States. As the implementation of tariffs~~ is ~~ongoing,~~likely ~~more~~that ~~tariffs~~adjustments ~~may be added~~ in the ~~future.~~Company’s ~~While~~accruals ~~any~~will ~~steel~~be ~~and~~necessary ~~aluminum we use in our products is produced primarily in North America, the tariffs may provide domestic steel and aluminum producers the flexibility~~ to ~~increase~~reflect ~~their~~new ~~prices,~~information. atThe ~~least~~amounts toof aany ~~level~~such ~~where~~adjustments ~~their products would still be priced below foreign competitors once the tariffs are taken into account. These tariffs~~ could have ana material adverse ~~impact~~effect on our financial results, which include, but are not limited to, products we sell that include steel and aluminum, and if we are unable to pass such price increases through to our customers, it would likely increase our cost of sales and, as a result, decrease our gross margins, operating income and net income. In addition, since 2018, the ~~U.S. and China have imposed tariffs on each other~~Company’s ~~imports.~~results ~~Certain aircraft parts and components that manufacturers~~ of ~~large~~operations ~~commercial~~or ~~aircraft~~cash ~~procure~~flows ~~are~~in ~~subject to these tariffs. Overall, the U.S.-China trade relationship remains stalled as economic and national security concerns continue to be~~ a ~~challenge.~~given ~~China is a significant market for commercial aircraft~~period. ~~To date, the impact of the tariffs has not been material to the Company.~~

In response to U.S. tariffs, a number of other countries are threatening to impose tariffs on U.S. imports, which, if implemented, could increase the price of our products in these countries and may result in our customers looking to alternative sources for our products. This would result in decreased sales, which could have a negative impact on our net income and financial condition. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations.19

20Table of Contents

~~Our~~We ~~financial~~may ~~results~~be ofsubject ~~operations~~to ~~could~~periodic belitigation ~~adversely~~and ~~affected~~regulatory byproceedings, ~~impairment~~which ofmay ~~our~~adversely ~~goodwill~~affect orour ~~other~~business ~~intangible~~and ~~assets~~financial performance.

~~When~~From wetime ~~acquire~~to ~~a business~~time, we ~~record~~are ~~goodwill~~involved ~~equal~~in tolawsuits ~~the~~and ~~excess~~regulatory ofactions ~~the~~brought ~~amount~~or wethreatened ~~pay~~against ~~for~~us in the ordinary course of business. These actions and proceedings may involve claims for, ~~including~~among ~~liabilities~~other ~~assumed~~things, ~~over~~compensation ~~the~~for ~~fair~~alleged ~~value~~personal ofinjury, ~~the~~workers’ ~~tangible~~compensation, ~~and~~employment ~~identifiable~~discrimination, ~~intangible~~or ~~assets~~breach of ~~the~~contract. ~~business~~In addition, we ~~acquire.~~may ~~Goodwill~~be ~~and~~subject ~~other~~to ~~intangible~~class ~~assets~~action ~~that~~lawsuits, ~~have~~including ~~indefinite~~those ~~useful~~involving ~~lives~~allegations ~~must~~of beviolations ~~evaluated~~of atconsumer ~~least~~product ~~annually~~statutes ~~for~~or ~~impairment.~~the ~~The~~Fair ~~specific~~Labor ~~guidance~~Standards ~~for~~Act ~~testing~~and ~~goodwill~~state wage and ~~other~~hour ~~non-amortized~~laws. ~~intangible~~Due ~~assets~~to ~~for~~the ~~impairment~~inherent ~~requires~~uncertainties ~~management~~of tolitigation, ~~make~~we ~~certain~~cannot ~~estimates~~accurately ~~and~~predict ~~assumptions~~the ~~when~~ultimate ~~allocating~~outcome ~~goodwill~~of toany ~~reporting~~such ~~units~~actions ~~and~~or ~~determining~~proceedings. ~~the~~The ~~fair~~outcome ~~value~~ of ~~reporting~~litigation, ~~unit~~particularly ~~net~~class ~~assets~~action lawsuits and ~~liabilities,~~regulatory ~~including~~actions, ~~among~~is ~~other~~difficult ~~things~~to assess or quantify, anas ~~assessment~~plaintiffs ofmay ~~market~~seek ~~conditions,~~recovery ~~projected~~of ~~cash~~very ~~flows,~~large ~~investment~~or ~~rates,~~indeterminate ~~cost~~amounts ofin ~~capital~~these ~~and~~types ~~growth~~of ~~rates~~lawsuits, ~~which~~and ~~could~~the ~~significantly~~magnitude ~~impact~~of the ~~reported~~potential ~~value~~loss ofmay ~~goodwill~~remain ~~and~~unknown ~~other~~for ~~intangible~~substantial ~~assets~~periods of time. ~~Changes~~In addition, plaintiffs in ~~our~~many ~~estimates~~types ~~and~~of ~~assumptions~~actions ~~could~~may ~~adversely~~seek ~~impact~~punitive ~~projected~~damages, ~~cash~~civil ~~flows~~penalties, ~~and~~consequential ~~the~~damages ~~fair~~or ~~value~~other oflosses, ~~reporting~~or ~~units.~~injunctive ~~Fair~~or ~~value~~declaratory isrelief. ~~generally~~These ~~determined~~proceedings ~~using~~could aresult ~~combination~~in ofsubstantial ~~the~~cost ~~discounted~~and ~~cashflow,~~may ~~market~~require ~~multiple~~us ~~and~~to ~~market~~devote ~~capitalization~~substantial ~~valuation~~resources ~~approaches~~to defend ourselves. ~~Absent~~The ~~any~~ultimate ~~impairment~~resolution ~~indicators~~of these matters through settlement, wemediation, ~~generally~~or ~~perform~~court ~~our~~judgment ~~evaluations~~could ~~annually~~have ina ~~the~~material ~~fourth~~impact ~~quarter~~on our financial condition, ~~using~~results ~~available~~of ~~forecast~~operations, ~~information~~and cash flows.

Mergers and acquisitions have resulted in significant increases in identifiable intangible assets and goodwill. Identifiable intangible assets, which primarily include customer relationships, contract backlog, tradename, technology and favorable leases, were approximately $435 million as of December 31, 2024, net of accumulated amortization. Goodwill recognized in accounting for the mergers and acquisitions was approximately $694 million as of December 31, 2024. We ~~may~~could ~~never~~be ~~realize~~adversely ~~the~~affected ~~full~~if ~~value~~one of our ~~identifiable~~products ~~intangible~~causes ~~assets and goodwill. If at any time we determine~~ an ~~impairment~~aircraft ~~has occurred, we are required~~ to reflect the reduction in value as an expense within operating income, resulting in a reduction of earnings and a corresponding reduction in our net asset value in the period such impairment is identifiedcrash.

WeOur ~~may~~operations beexpose ~~subject~~us to ~~risks~~potential ~~relating~~liabilities for personal injury or death as a result of the failure of an aircraft product that we have designed, manufactured or serviced. While we maintain liability insurance to ~~changes~~protect us from future product liability claims, in the event of product liability claims, our ~~tax~~insurers ~~rates~~may attempt to deny coverage or ~~exposure~~any coverage we have may not be adequate. We also may not be able to ~~additional~~maintain ~~income~~insurance ~~tax~~coverage ~~liabilities~~in the future at an acceptable cost. Any liability not covered by insurance or for which third-party indemnification is not available could result in significant liability to us.

WeIn ~~are subject to income taxes in the U.S.~~addition, ~~Germany~~a ~~and~~crash ~~the~~caused ~~United~~by ~~Kingdom.~~one ~~The~~of ~~Company’s~~our ~~domestic~~products ~~and~~could ~~international~~damage ~~tax~~our ~~liabilities~~reputation ~~are~~for ~~dependent~~quality ~~upon the location of earnings among these different jurisdictions~~products. ~~The~~We ~~Company’s~~believe ~~future~~our ~~results~~customers ofconsider ~~operations~~safety ~~could~~and bereliability ~~adversely~~as ~~affected~~key bycriteria ~~changes~~ in ~~the~~selecting ~~Company’s effective tax rate as~~ a ~~result~~provider of ~~changes~~aircraft inproducts. ~~the~~If ~~mix~~a ofcrash ~~earnings~~were into ~~countries~~be ~~with~~caused ~~differing~~by ~~statutory~~one ~~tax rates, changes in the valuation~~ of ~~deferred~~our ~~tax assets~~products, ~~challenges by tax authorities~~ or ~~changes~~if inwe ~~tax~~were ~~laws~~to orotherwise ~~regulations.~~fail ~~In addition, the amount of income taxes paid by the Company is subject~~ to ~~ongoing~~maintain ~~audits~~a bysatisfactory ~~U.S.~~record ~~federal,~~of ~~state~~safety and ~~local tax authorities and by non-U.S. tax authorities. If these audits result in assessments different from amounts reserved~~reliability, ~~future~~our ~~financial~~ability ~~results may include unfavorable adjustments~~ to ~~the~~retain ~~Company’s~~and ~~tax~~attract ~~liabilities,~~customers ~~which~~may ~~could~~be ~~have~~materially aadversely ~~material adverse effect on the Company’s results of operations~~affected.

WeTariffs ~~face~~on ~~risks~~certain ~~related~~imports to ~~health~~the ~~pandemics,~~United ~~epidemics,~~States ~~outbreaks~~ and other ~~public~~potential ~~health~~changes ~~crises~~to U.S. tariff and import/export regulations may have a negative effect on global economic conditions and our business, ~~such~~financial asresults ~~the~~and ~~COVID-19~~financial ~~pandemic~~condition.

AWe ~~significant~~are ~~public~~subject ~~health~~to ~~crisis,~~tariffs ~~such~~on asimports ~~the~~of ~~COVID-19~~steel ~~pandemic,~~and ~~could~~aluminum ~~cause~~into anthe ~~adverse~~United ~~impact~~States. onAs ~~our~~the ~~employees,~~implementation ~~operations,~~of ~~supply~~tariffs ~~chain~~is ~~and distribution system~~ongoing, ~~and~~more ~~have~~tariffs amay ~~long-term~~be ~~impact~~added onin ~~our~~the ~~business~~future. ~~Numerous~~While ~~uncertainties~~any ~~have~~steel ~~risen~~and ~~from~~aluminum ~~the~~we ~~public~~use ~~health~~in ~~crises~~our products is produced primarily in ~~the~~North ~~past~~America, ~~including~~the ~~resurgences~~tariffs may provide domestic steel and aluminum producers the ~~emergence~~flexibility ~~and~~to ~~spread~~increase oftheir ~~variants~~prices, ~~actions~~at ~~that~~least ~~may~~to a level where their products would still be priced below foreign competitors once the tariffs are taken byinto ~~governmental~~account. ~~authorities~~These intariffs ~~response~~could tohave ~~public~~an ~~health~~adverse ~~crises~~impact on our financial results, ~~the~~which ~~efficacy~~include, ~~and~~but ~~public~~are ~~acceptance~~not oflimited ~~vaccines~~to, ~~and~~products ~~unintended~~we ~~consequences~~sell ofthat ~~the~~include ~~foregoing.~~steel ~~Our~~and ~~ability~~aluminum, and if we are unable to ~~predict~~pass ~~and~~such ~~respond~~price increases through to ~~future~~our ~~changes~~customers, ~~resulting~~it ~~from~~would ~~potential~~likely ~~health~~increase ~~crises~~our iscost ~~uncertain.~~of ~~Even~~sales ~~after~~and, as a ~~public~~result, ~~health~~decrease ~~crisis~~our ~~subsides~~gross margins, ~~there~~operating ~~may~~income beand ~~long-term~~net ~~effects~~income. onIn ~~our~~addition, ~~business~~since ~~practices~~2018, the U.S. and ~~customers~~China inhave ~~economies~~imposed intariffs ~~which~~on weeach ~~operate~~other’s imports. Certain aircraft parts and components that ~~could~~manufacturers ~~severely~~of ~~disrupt~~large ~~our~~commercial ~~operations~~aircraft procure are subject to these tariffs. Overall, the U.S.-China trade relationship remains stalled as economic and ~~could~~national ~~have~~security concerns continue to be a ~~material~~challenge. ~~adverse~~China ~~effect~~is ona ~~our~~significant ~~business~~market for commercial aircraft. To date, ~~results~~the impact of ~~operations,~~the ~~cash~~tariffs ~~flows~~has ~~and~~not ~~financial~~been ~~condition~~material to the Company.

~~The~~In ~~commercial~~response ~~aerospace~~to ~~industry,~~U.S. ~~in particular~~tariffs, ~~has~~a ~~been~~number ~~significantly~~of ~~disrupted,~~other ~~both~~countries ~~domestically~~are ~~and~~threatening ~~internationally,~~to byimpose ~~the~~tariffs ~~COVID-19~~on ~~pandemic~~U.S. imports, which, ~~resulted~~if inimplemented, ~~governments~~could ~~around~~increase the ~~world~~price ~~implementing~~of ~~stringent~~our ~~measures~~products toin ~~help~~these ~~control~~countries ~~the~~and ~~spread~~may ofresult ~~the~~in ~~virus,~~our ~~including~~customers ~~quarantines,~~looking ~~“shelter~~to inalternative ~~place”~~sources ~~and~~for ~~“stay~~our atproducts. ~~home”~~This ~~orders,~~would ~~travel~~result ~~restrictions~~in decreased sales, ~~business~~which ~~curtailments~~could ~~and~~have ~~other~~a ~~measures.~~negative Asimpact aon ~~result,~~our ~~demand~~net ~~for~~income ~~travel~~and ~~declined~~financial atcondition. aAny ~~rapid~~of ~~pace~~these ~~beginning~~factors incould ~~the~~depress ~~second~~economic ~~half~~activity ofand ~~2020.~~restrict Ifour ~~another~~access ~~public~~to ~~health~~suppliers ~~crisis~~or ~~were~~customers toand ~~arise~~have ina ~~the~~material ~~future~~adverse effect on our business, itfinancial ~~may~~condition ~~cause~~and ~~similar~~results ~~disruptions~~of operations.

~~The~~Our ~~recent~~financial ~~COVID-19~~results ~~pandemic has also disrupted the global supply chain and availability~~ of ~~raw~~operations materials, particularly electronic parts. The disruption in the supply chain has resulted in increased freight costs, raw material costs and labor costs from the ongoing inflationary environment. Our business has been adversely affected and could ~~continue to~~ be adversely affected by ~~disruptions~~impairment inof our ~~ability~~goodwill ~~to timely obtain raw materials and components from our suppliers in the quantities we require~~ or onother ~~favorable~~intangible ~~terms~~assets. Although we believe in most cases that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive aviation authority and OEM certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw material or component part. We will continue to evaluate the nature and extent to which a public health crisis, such as the COVID-19 pandemic, would impact our business, supply chain, consolidated results of operations, financial condition, and liquidity.

21When we acquire a business, we record goodwill equal to the excess of the amount we pay for the business, including liabilities assumed, over the fair value of the tangible and identifiable intangible assets of the business we acquire. Goodwill and other intangible assets that have indefinite useful lives must be evaluated at least annually for impairment. The specific guidance for testing goodwill and other non-amortized intangible assets for impairment requires management to make certain estimates and assumptions when allocating goodwill to reporting units and determining the fair value of reporting unit net assets and liabilities, including, among other things, an assessment of market conditions, projected cash flows, investment rates, cost of capital and growth rates, which could significantly impact the reported value of goodwill and other intangible assets. Changes in our estimates and assumptions could adversely impact projected cash flows and the fair value of reporting units. Fair value is generally determined using a combination of the discounted cashflow, market multiple and market capitalization valuation approaches. Absent any impairment indicators, we generally perform our evaluations annually in the fourth quarter, using available forecast information.

~~Our stock price may be volatile, and an investment in our common stock could suffer a decline in value.~~20

~~There~~Table ~~has been significant volatility in the market price and trading volume~~ of equity securities, which is unrelated to the operating performance of the companies issuing the securities. These market fluctuations may negatively affect the market price of our common stock. Stockholders may not be able to sell their shares at or above the purchase price due to fluctuations in the market price of our common stock. Such changes could be caused by changes in our operating performance or prospects, including possible changes due to the cyclical nature of the aerospace industry and other factors such as fluctuations in OEM and aftermarket ordering, which could cause short-term swings in profit margins. Or such changes could be unrelated to our operating performance, such as changes in market conditions affecting the stock market generally or the stocks of aerospace companies or changes in the outlook for our common stock, such as changes to or the confidence in our business strategy, changes to or confidence in our management, or expectations for future growth of the Company. Global health crises such as the COVID-19 pandemic could also cause significant volatility in the market price.Contents

~~Our~~Mergers ~~future~~and ~~operating~~acquisitions ~~results~~have ~~will~~resulted bein ~~impacted~~significant byincreases ~~changes~~in identifiable intangible assets and goodwill. Identifiable intangible assets, which primarily include customer relationships, tradename, technology and favorable leases, were approximately $606 million as of December 31, 2025, net of accumulated amortization. Goodwill recognized in ~~global~~accounting ~~economic~~for the mergers and ~~political~~acquisitions ~~conditions~~was approximately $1.0 billion as of December 31, 2025. We may never realize the full value of our identifiable intangible assets and goodwill. If at any time we determine an impairment has occurred, we are required to reflect the reduction in value as an expense within operating income, resulting in a reduction of earnings and a corresponding reduction in our net asset value in the period such impairment is identified.

~~Our~~We ~~future~~may ~~operating~~be ~~results~~subject ~~and~~to ~~liquidity~~risks ~~are~~relating ~~expected~~ to ~~be impacted by~~ changes in ~~general~~our ~~economic~~tax ~~and~~rates ~~political~~or ~~conditions~~exposure ~~that~~to ~~may~~additional ~~affect,~~income ~~among~~tax ~~other things, the following:~~liabilities.

~~The~~We ~~availability~~are ofsubject ~~credit~~to income taxes in the U.S., Germany, the United Kingdom, and ~~our~~France. ~~ability~~The toCompany’s ~~obtain~~domestic ~~additional~~and orinternational ~~renewed~~tax ~~bank~~liabilities ~~financing,~~are dependent upon the ~~lack~~location of ~~which~~earnings among these different jurisdictions. The Company’s future results of operations could ~~have~~be adversely affected by changes in the Company’s effective tax rate as a ~~material~~result ~~adverse~~of ~~impact~~changes onin ~~our~~the ~~business~~mix of earnings in countries with differing statutory tax rates, ~~financial~~changes ~~condition~~in ~~and~~the ~~results~~valuation of ~~operations~~deferred ~~and~~tax ~~may~~assets, ~~limit~~challenges ~~our~~by ~~ability~~tax toauthorities ~~invest~~or changes in ~~capital~~tax ~~projects~~laws or regulations. In addition, the amount of income taxes paid by the Company is subject to ongoing audits by U.S. federal, state and ~~planned~~local ~~expansions~~tax orauthorities and by non-U.S. tax authorities. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to ~~fully~~the ~~execute~~Company’s ~~our~~tax ~~business~~liabilities, ~~strategy;~~which could have a material adverse effect on the Company’s results of operations.

MarketGeneral rates of interest, any increase in which would increase the interest payable on some of our borrowings and adversely impact our cash flow;Risks

~~Inflation,~~We ~~which~~face ~~has~~risks ~~caused~~related ~~our suppliers~~ to ~~raise~~health ~~prices that we may not be able to pass on to our customers~~pandemics, ~~which could adversely impact our business~~epidemics, ~~including~~outbreaks ~~competitive~~and ~~position,~~other ~~market~~public ~~share~~health ~~and margins;~~crises.

~~The~~A ~~relationship~~significant ~~between~~public ~~the~~health Ucrisis, such as a pandemic, could cause an adverse impact on our employees, operations, supply chain and distribution system, and have a long-term impact on our business.S. ~~dollar~~Numerous uncertainties have risen from the public health crises in the past, including resurgences and ~~other~~the ~~currencies~~emergence and spread of variants, ~~any~~actions ~~adverse~~that may be taken by governmental authorities in response to public health crises, the efficacy and public acceptance of vaccines, and unintended consequences of the foregoing. Our ability to predict and respond to future changes resulting from potential health crises is uncertain. Even after a public health crisis subsides, there may be long-term effects on our business practices and customers in economies in which we operate that could ~~negatively~~severely ~~impact~~disrupt our ~~financial~~operations and could have a material adverse effect on our business, results; of operations, cash flows and financial condition.

The ~~ability~~commercial ofaerospace ~~our~~industry, ~~customers~~in toparticular, ~~pay~~was ~~for~~significantly ~~products~~disrupted, both domestically and ~~services~~internationally, onby athe ~~timely~~COVID-19 ~~basis~~pandemic, ~~any~~which ~~adverse~~resulted ~~change~~ in ~~which~~governments ~~could~~around ~~negatively~~the ~~impact~~world ~~sales~~implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and ~~cash~~“stay ~~flows~~at home” orders, travel restrictions, business curtailments and ~~require~~other usmeasures. As a result, demand for travel declined at a rapid pace beginning in the second half of 2020. If another public health crisis were to ~~increase~~arise ~~our~~in ~~bad~~the ~~debt~~future, ~~reserves;~~it may cause similar disruptions.

~~The~~Similar ~~volume~~as ofto ~~orders~~what wewas ~~receive~~experienced ~~from~~with ~~our~~the ~~customers~~COVID-19 pandemic, ~~any~~a ~~adverse~~future ~~change~~global pandemic could disrupt the global supply chain and availability of raw materials, particularly electronic parts. A disruption in ~~which~~the supply chain could result in ~~lower~~increased ~~operating~~freight ~~profits~~costs, asraw ~~well~~material ascosts ~~less~~and ~~absorption~~labor costs from an inflationary environment. Our business could be adversely affected by disruptions in our ability to timely obtain raw materials and components from our suppliers in the quantities we require or on favorable terms. Although we believe, in most cases, that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive aviation authority and OEM certification processes associated with aerospace products could prevent efficient replacement of ~~fixed~~a ~~costs~~supplier, ~~due~~raw material or component part. We will continue to evaluate the nature and extent to which a ~~decreased~~public health crisis would impact our business, ~~base;~~supply chain, consolidated results of operations, financial condition, and liquidity.

~~The~~Our ~~ability~~stock ofprice ~~our~~may ~~suppliers~~be ~~to meet our demand requirements~~volatile, ~~maintain~~and ~~the~~an ~~pricing~~investment ofin ~~their~~our ~~products~~common orstock ~~continue~~could ~~operations,~~suffer ~~any~~a ofdecline ~~which~~in ~~may require us to find and qualify new suppliers;~~value.

~~The~~There ~~issuance~~has been significant volatility in the market price and ~~timely~~trading ~~receipt~~volume of ~~necessary~~equity ~~export approvals~~securities, ~~licenses~~which ~~and~~is ~~authorizations~~unrelated ~~from~~to the Uoperating performance of the companies issuing the securities.S These market fluctuations may negatively affect the market price of our common stock. ~~Government,~~Stockholders may not be able to sell their shares at or above the ~~lack~~purchase price due to fluctuations in the market price of our common stock. Such changes could be caused by changes in our operating performance or ~~untimely~~prospects, ~~receipt~~including possible changes due to the cyclical nature of the aerospace industry and other factors such as fluctuations in OEM and aftermarket ordering, which could ~~have~~cause ashort-term ~~material~~swings ~~adverse~~in ~~effect~~profit onmargins. Or such changes could be unrelated to our operating performance, such as changes in market conditions affecting the stock market generally or the stocks of aerospace companies or changes in the outlook for our common stock, such as changes to or the confidence in our business strategy, ~~financial~~changes ~~condition~~to ~~and~~or ~~results~~confidence in our management, or expectations for future growth of ~~operations;~~the Company. Global health crises such as a global pandemic could also cause significant volatility in the market price.

~~The~~Our ~~political~~future ~~stability~~operating ~~and~~results ~~leadership~~will ofbe ~~countries~~impacted ~~where~~by ~~our customers and suppliers reside, including military activity, training and threat levels, any adverse~~ changes in ~~which~~global ~~could~~economic ~~negatively impact our financial results, such as the effects of the ongoing war in Ukraine, which include adverse impacts on energy availability~~ and ~~prices,~~political ~~natural materials availability and pricing, sanctions, loss of company markets and financial market impacts; and~~conditions.

~~The~~Our ~~volatility~~future inoperating ~~equity~~results ~~capital~~and ~~markets~~liquidity ~~that~~are ~~may~~expected ~~continue~~ to ~~adversely~~be ~~affect~~impacted ~~the~~by ~~market~~changes ~~price~~in ofgeneral ~~our~~economic ~~common~~and ~~shares,~~political ~~which~~conditions that may affect, ~~our~~among ~~ability~~other tothings, ~~fund our business through~~ the ~~sale of equity securities and retain key employees through our equity compensation plans.~~following:

While general economic and political conditions have not impaired our ability to access credit markets and finance our operations to date, we may experience future adverse effects that may be material to our cash flows, competitive position, financial condition, results of operations or our ability to access capital.21

WeTable ~~became a “controlled company” upon the listing~~ of our shares on the New York Stock Exchange ("NYSE") pursuant to the Voting Agreement, within the meaning of the rules of the NYSE and, qualify for exemptions from certain corporate governance requirements. Shareholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.Contents

•

~~Abrams~~The ~~Capital,~~availability ~~GPV~~of ~~Loar~~credit ~~LLC,~~and ~~Dirkson~~our ~~Charles~~ability ~~and~~to ~~Brett~~obtain ~~Milgrim~~additional ~~directly~~or ~~control~~renewed abank ~~majority~~financing, the lack of ~~our~~which ~~voting~~could ~~power~~have ~~for~~a ~~election~~material ofadverse ~~directors~~impact ~~pursuant~~on toour ~~the~~business, ~~Voting~~financial ~~Agreement.~~condition ~~Dirkson~~and ~~Charles~~results isof ~~our~~operations ~~President,~~and ~~Chief~~may ~~Executive~~limit ~~Officer,~~our ~~Executive~~ability ~~Co-Chairman~~to ~~and~~invest ~~Director~~in capital projects and ~~Brett~~planned ~~Milgrim~~expansions isor ~~our~~to ~~Executive~~fully ~~Co-Chairman~~execute ~~and~~our ~~Director.~~business strategy;

•

22Market rates of interest, any increase in which would increase the interest payable on some of our borrowings and adversely impact our cash flow;

•

~~Under the NYSE rules~~Inflation, ~~a company of~~ which ~~more~~has ~~than~~caused 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and need not comply with certain requirements, including the requirement that a majority of the board of directors consist of independent directors and the requirements that our ~~compensation~~suppliers ~~and nominating and governance committees be composed entirely of independent directors. We are not utilizing and we do not intend~~ to ~~utilize~~raise ~~these~~prices ~~exemptions.~~that ~~However, for so long as~~ we ~~qualify as a “controlled company,” we will maintain the option to utilize some or all of these exemptions. If we utilize these exemptions, we~~ may not ~~have~~be aable ~~majority~~to ofpass ~~independent~~on ~~directors~~to ~~and~~ our ~~compensation and nominating and governance committees may not consist entirely of independent directors~~customers, ~~and~~which ~~such~~could ~~committees~~adversely ~~would~~impact ~~not~~our ~~be subject to annual performance evaluations. Accordingly~~business, inincluding ~~the~~competitive ~~event we elect to rely on these exemptions in the future~~position, ~~you~~market ~~would~~share ~~not~~and ~~have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.~~margins;

•

~~Risks~~The ~~Related~~relationship tobetween ~~Our~~the ~~Indebtedness~~U.S. dollar and other currencies, any adverse changes in which could negatively impact our financial results;

•

~~Our~~The ~~indebtedness,~~ability ~~which~~of isour ~~subject~~customers to ~~variable~~pay ~~interest~~for ~~rates,~~products ~~could~~and ~~adversely~~services ~~affect~~on ~~our~~a ~~financial~~timely ~~health~~basis, ~~and~~any adverse change in which could ~~harm~~negatively ~~our~~impact ~~ability~~sales toand ~~react~~cash toflows ~~changes~~and require us to increase our ~~business.~~bad debt reserves;

•

WeThe ~~have~~volume ~~a significant amount~~ of ~~indebtedness.~~orders Aswe ofreceive ~~December~~from ~~31,~~our ~~2024~~customers, ~~after~~any ~~using~~adverse ~~$637.0~~change ~~million~~in ofwhich ~~proceeds~~could ~~from~~result ~~the~~in ~~IPO~~lower ~~and~~operating ~~Follow-On~~profits ~~Offerings~~as towell ~~paydown~~as ~~indebtedness,~~less ~~and~~absorption ~~the borrowing~~ of ~~$360~~fixed ~~million~~costs due to ~~consummate~~a ~~the~~decreased ~~acquisition~~business ~~of AAI, the outstanding principal under the Credit Agreement was approximately $281.4 million.~~base;

•

~~Our~~The ~~indebtedness~~ability ~~could~~of ~~have~~our ~~important~~suppliers ~~consequences.~~to ~~For~~meet ~~example~~our demand requirements, itmaintain ~~could:~~the pricing of their products or continue operations, any of which may require us to find and qualify new suppliers;

•

~~increase~~The ~~our~~issuance ~~vulnerability~~and totimely ~~general~~receipt ~~economic~~of ~~downturns~~necessary export approvals, licenses and authorizations from the U.S. Government, the lack or untimely receipt of which could have a material adverse ~~competitive~~effect on our business, financial condition and ~~industry~~results ~~conditions~~of operations;

•

~~increase~~The political stability and leadership of countries where our customers and suppliers reside, including military activity, training and threat levels, any adverse changes in which could negatively impact our financial results, such as the ~~risk~~effects weof ~~are~~the ~~subjected~~ongoing towar ~~downgrade~~in orUkraine, ~~put~~which include adverse impacts on aenergy ~~negative~~availability ~~watch~~and byprices, ~~the~~natural ~~ratings~~materials ~~agencies~~availability and pricing, sanctions, loss of company markets and financial market impacts; and

•

~~require~~The usvolatility toin ~~dedicate~~equity acapital ~~substantial~~markets ~~portion~~that ofmay ~~our~~continue ~~cash~~to ~~flows~~adversely ~~from~~affect ~~operations~~the tomarket ~~payments~~price onof our ~~indebtedness~~common shares, ~~thereby~~which ~~reducing~~may ~~the~~affect ~~availability of~~ our ~~cash~~ability ~~flow~~ to fund ~~working~~our ~~capital~~business ~~requirements,~~through ~~capital~~the ~~expenditures,~~sale ~~acquisitions,~~of ~~research~~equity securities and ~~development~~retain ~~efforts~~key ~~and~~employees ~~other~~through ~~general~~our ~~corporate~~equity ~~requirements;~~compensation plans.

~~limit~~While general economic and political conditions have not impaired our ~~flexibility~~ability into ~~planning~~access ~~for,~~credit ormarkets ~~reacting~~and finance our operations to date, ~~changes~~we inmay experience future adverse effects that may be material to our ~~business~~cash ~~and~~flows, ~~the~~competitive ~~industry~~position, infinancial ~~which~~condition, weresults ~~operate;~~of operations or our ability to access capital.

~~place~~We usbecame at a ~~competitive~~“controlled ~~disadvantage~~company” ~~compared~~upon the listing of our shares on the New York Stock Exchange ("NYSE") pursuant to ~~competitors~~the ~~that~~Voting Agreement, within the meaning of the rules of the NYSE and, qualify for exemptions from certain corporate governance requirements. Shareholders will not have ~~less~~the ~~debt;~~same protections afforded to stockholders of companies that are subject to such requirements.

~~negatively~~Abrams ~~impact~~Capital, ~~investors’~~GPV ~~perception~~Loar LLC, Dirkson Charles and Brett Milgrim directly control a majority of ~~us;~~our voting power for election of directors pursuant to the Voting Agreement. Dirkson Charles is our President, Chief Executive Officer, Executive Co-Chairman and Director and Brett Milgrim is our Executive Co-Chairman and Director.

~~impact~~Under the NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and need not comply with certain requirements, including the requirement that a majority of the board of directors consist of independent directors and the requirements that our ~~ability~~compensation toand ~~pay~~nominating ~~dividends~~and governance committees be composed entirely of independent directors. We are not utilizing and ~~make~~we ~~other~~do ~~distributions~~not orintend to ~~purchase~~utilize these exemptions. However, ~~redeem~~for so long as we qualify as a “controlled company,” we will maintain the option to utilize some or ~~retire~~all ~~capital~~of ~~stock;~~these exemptions. If we utilize these exemptions, we may not have a majority of independent directors and our compensation and nominating and governance committees may not consist entirely of independent directors, and such committees would not be subject to annual performance evaluations. Accordingly, in the event we elect to rely on these exemptions in the future, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

InOur ~~addition, we may be able to incur substantial additional~~ indebtedness ~~in the future. As of December 31~~, ~~2024,~~which ~~there~~is remained available under our Credit Agreement $100 million in a Delayed Draw Term Loans Commitment and a $50 million Revolving Line of Credit. Although our Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to avariable ~~number~~interest ~~of significant qualifications and exceptions~~rates, ~~and the indebtedness incurred in compliance with these qualifications and exceptions~~ could beadversely ~~substantial.~~affect ~~Our~~our ~~Credit Agreement requires the maintenance of a quarterly leverage ratio. There are also certain non-~~financial ~~covenants~~health in place limiting us, from, among other things, incurring other indebtedness, creating any liens on our properties, entering into merger or consolidation transactions, disposing of all or substantially all of our assets and ~~payment~~could ofharm ~~certain dividends and distributions. In addition,~~ our ~~Credit~~ability ~~Agreement~~to ~~requires~~react ~~mandatory~~to ~~prepayments~~changes ~~of the principal amount if there is excess cash flow, as defined, during a calendar year). A breach of any of the covenants or an inability~~ to ~~comply with the required leverage ratio could result in a default under~~ our ~~Credit Agreement~~business.

~~Under~~We ~~our~~have Credit Agreement, borrowings under the term loans, the Delayed Draw Term Loans and the Revolving Line of Credit may be designated as an Adjusted Term Secured Overnight Financing Rate (SOFR) loan or base rate loan at the option of the borrower. The interest rate on the SOFR rate loans accrue interest at the SOFR rate plus a ~~margin~~significant ofamount ~~4.75% or at the base rate plus a margin~~ of 3indebtedness.~~75%~~ asAs ~~long as the Company maintains a leverage ratio~~ of ~~less~~December ~~than~~31, ~~5.5 to 1. In addition~~2025, the ~~unused~~outstanding ~~portion~~principal ofunder the ~~Revolving Line of~~ Credit ~~carries~~Agreement awas ~~commitment~~approximately ~~fee~~$726 ~~of 0~~million.~~375%. Accordingly, if SOFR or other variable interest rates increase, our debt service expense will also increase.~~

Servicing our indebtedness requires a significant amount of cash. Our ability to generate cash depends on many factors, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.22

~~Our~~Table ~~ability~~of to make payments on and to refinance our indebtedness and to fund our operations will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.Contents

23Our indebtedness could have important consequences. For example, it could:

•

~~Our~~increase ~~business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under~~ our ~~Credit~~vulnerability ~~Agreement or otherwise in amounts sufficient~~ to ~~enable~~general useconomic todownturns service our indebtedness or to fund our other liquidity needs. If we cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital. These remedies may not be available to us on commercially reasonable terms, or at all. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and ~~our~~adverse ~~financial~~competitive ~~condition at such time. Any refinancing of our debt could be at higher interest rates~~ and ~~may~~industry require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting any of these alternatives.conditions;

•

~~The~~increase ~~terms~~the ofrisk ~~our~~we ~~Credit~~are ~~Agreement~~subjected ~~restrict~~to ~~our~~downgrade ~~current~~or ~~and~~put ~~future~~on ~~operations,~~a ~~particularly~~negative ~~our~~watch ~~ability~~by tothe ~~respond~~ratings ~~to changes or to take certain actions.~~agencies;

•

~~Our~~require ~~Credit~~us ~~Agreement~~to ~~contains~~dedicate a ~~number~~substantial portion of ~~restrictive~~our ~~covenants~~cash ~~that~~flows ~~impose~~from ~~significant~~operations ~~operating~~to ~~and~~payments ~~financial restrictions~~ on usour ~~and~~indebtedness, ~~limit~~thereby ~~our~~reducing ~~ability~~the toavailability ~~engage~~of inour ~~acts~~cash ~~that~~flow ~~may~~to befund inworking ~~our~~capital ~~long-term~~requirements, ~~best~~capital ~~interests.~~expenditures, ~~The~~acquisitions, ~~Credit~~research ~~Agreement~~and ~~includes~~development ~~covenants~~efforts ~~restricting,~~and ~~among~~ other ~~things,~~general ~~our~~corporate ~~ability to:~~requirements;

•

~~incur~~limit orour ~~guarantee~~flexibility ~~additional~~in ~~indebtedness~~planning for, or ~~issue~~reacting ~~preferred~~to, ~~stock~~changes in our business and the industry in which we operate;

•

~~pay~~place ~~distributions~~us ~~on,~~at ~~redeem~~a orcompetitive ~~repurchase~~disadvantage ~~our~~compared ~~capital~~to ~~stock~~competitors orthat ~~redeem~~have orless ~~repurchase our subordinated~~ debt;

•

~~make~~negatively ~~investments~~impact investors’ perception of us;

•

~~sell~~impact ~~assets~~our ability to pay dividends and make other distributions or to purchase, redeem or retire capital stock; and

•

~~enter~~limit, ~~into~~along ~~agreements~~with ~~that~~the ~~restrict~~financial ~~distributions~~and or other ~~payments~~restrictive ~~from~~covenants contained in the documents governing our ~~restricted~~indebtedness, ~~subsidiaries~~among other things, our ability to ~~us;~~borrow additional funds, make investments and incur liens.

In addition, we may be able to incur orsubstantial ~~allow~~additional indebtedness in the future. As of December 31, 2025, there remained available under our Credit Agreement $275 million in a Delayed Draw Term Loans Commitment and a $50 million Revolving Line of Credit. Although our Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to ~~exist~~a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these qualifications and exceptions could be substantial. Our Credit Agreement requires the maintenance of a quarterly leverage ratio. There are also certain non-financial covenants in place limiting us, from, among other things, incurring other indebtedness, creating any liens; on our properties, entering into merger or consolidation transactions, disposing of all or substantially all of our assets and payment of certain dividends and distributions. In addition, our Credit Agreement requires mandatory prepayments of the principal amount if there is excess cash flow, as defined, during a calendar year. A breach of any of the covenants or an inability to comply with the required leverage ratio could result in a default under our Credit Agreement.

~~consolidate~~Under our Credit Agreement, ~~merge~~borrowings under the term loans, the Delayed Draw Term Loans and the Revolving Line of Credit may be designated as an Adjusted Term Secured Overnight Financing Rate (SOFR) loan or ~~transfer~~base ~~all~~rate loan at the option of the borrower. The interest rate on the SOFR rate loans accrue interest at the SOFR rate plus a margin of 4.25% or ~~substantially~~at ~~all~~the base rate plus a margin of 3.25% as long as the Company maintains a leverage ratio of less than 5.5 to 1. In addition, the unused portion of the Revolving Line of Credit carries a commitment fee of 0.375%. Accordingly, if SOFR or other variable interest rates increase, our ~~assets;~~debt service expense will also increase.

~~engage~~Servicing inour ~~transactions~~indebtedness ~~with~~requires ~~affiliates;~~a significant amount of cash. Our ability to generate cash depends on many factors, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

~~create~~Our ~~unrestricted~~ability ~~subsidiaries;~~to make payments on and to refinance our indebtedness and to fund our operations will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

~~engage~~Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under our Credit Agreement or otherwise in ~~certain~~amounts sufficient to enable us to service our indebtedness or to fund our other liquidity needs. If we cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital. These remedies may not be available to us on commercially reasonable terms, or at all. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business ~~activities~~operations. The terms of existing or future debt instruments may restrict us from adopting any of these alternatives.

A breach of any of these covenants could result in a default under the Credit Agreement. If any such default occurs, the lenders under our Credit Agreement may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. The ~~lenders~~terms ~~under our Credit Agreement also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, following an event~~ of ~~default under~~ our Credit Agreement, ~~the~~restrict ~~lenders will have the right to proceed against the collateral granted to them to secure the debt, which includes~~ our ~~available~~current ~~cash.~~and ~~If the debt under our Credit Agreement were to be accelerated, our assets may not be sufficient to repay in full our debt. In addition, the terms of any~~ future ~~indebtedness may be more onerous~~operations, ~~including~~particularly ~~restrictions on~~ our ability to ~~acquire~~respond ~~additional~~to ~~businesses~~changes or ~~assets,~~to ortake ~~limit~~certain ~~the size of such acquisitions~~actions.

~~Risks~~Our ~~Related~~Credit toAgreement ~~Ownership~~contains a number of ~~Our~~restrictive ~~Common~~covenants ~~Stock~~that impose significant operating and financial restrictions on us and limit our ability to engage in acts that may be in our long-term best interests. The Credit Agreement includes covenants restricting, among other things, our ability to:

•

Weincur ~~are~~or anguarantee ~~“emerging~~additional ~~growth~~indebtedness ~~company”~~or ~~and~~issue wepreferred ~~cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common~~ stock ~~less attractive to investors.~~;

•

Wepay ~~are~~distributions ~~an “emerging growth company~~on,” asredeem ~~defined~~or inrepurchase ~~Section~~our ~~2(a)(19)~~capital ofstock ~~the~~or ~~Securities~~redeem ~~Act,~~or ~~and~~repurchase weour ~~may~~subordinated take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” In particular, while we are an “emerging growth company,” among other exemptions, we will:debt;

•

~~not~~make ~~be required to engage an independent registered public accounting firm to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act~~investments;

not be required to comply with the requirement in Public Company Accounting Oversight Board Auditing Standard 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion, to communicate critical audit matters in the auditor’s report;23

beTable ~~permitted to present only two years~~ of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, including in this Annual Report on Form 10-K;Contents

•

24sell assets;

•

~~not~~enter beinto ~~required~~agreements tothat ~~disclose~~restrict ~~certain~~distributions ~~executive~~or ~~compensation~~other ~~related~~payments ~~items~~from ~~such~~our asrestricted ~~the~~subsidiaries ~~correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation~~ to ~~median employee compensation~~us; or

•

~~not~~incur beor ~~required~~allow to ~~submit~~exist ~~certain~~liens; ~~executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes.”~~

•

~~In addition~~consolidate, ~~the~~merge ~~JOBS~~or ~~Act~~transfer ~~also~~all ~~permits an emerging growth company such as us to take advantage of an extended transition period to comply with new~~ or ~~revised~~substantially ~~accounting~~all ~~standards applicable to public companies, meaning that we can delay the adoption~~ of ~~certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result,~~ our ~~financial statements may not be comparable with similarly situated public companies.~~assets;

•

Weengage ~~will remain an “emerging growth company” until the earliest to occur of (1) our reporting of $1.235 billion or more~~ in ~~annual~~transactions ~~gross revenue; (2) our becoming a “large accelerated filer,”~~ with ~~at least $700 million of equity securities held by non-~~affiliates; (3) our issuance, in any three-year period, of more than $1.0 billion in non-convertible debt; and (4) the fiscal year-end following the fifth anniversary of the completion of our IPO, which closed on April 29, 2024.

•

Wecreate ~~cannot~~unrestricted ~~predict~~subsidiaries; ~~if investors may find our common stock less attractive if we rely on the exemptions~~ and relief granted by the JOBS Act. For example, if we do not adopt a new or revised accounting standard, our future results of operations may not be as comparable to the results of operations of certain other companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline and/or become more volatile.

•

Weengage ~~have~~in ~~incurred~~certain significant increased costs and became subject to additional regulations and requirements as a result of becoming a public company, and our management is now required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business activities.

AsA abreach ~~public~~of ~~company,~~any weof ~~incur~~these ~~significant~~covenants ~~legal,~~could ~~regulatory,~~result ~~finance,~~in ~~accounting,~~a ~~investor~~default ~~relations,~~under ~~insurance~~the ~~and~~Credit ~~other~~Agreement. ~~expenses~~If ~~that~~any wesuch ~~have~~default ~~not incurred as a private company~~occurs, ~~including~~the ~~costs~~lenders ~~associated~~under ~~with~~our ~~public~~Credit ~~company~~Agreement ~~reporting~~may ~~requirements~~elect ~~and costs of recruiting and retaining non-executive directors. We also have incurred and will continue~~ to ~~incur~~declare ~~costs~~all ~~associated~~outstanding ~~with the Sarbanes-Oxley Act~~borrowings, ~~and~~together ~~the~~with ~~Dodd-Frank~~accrued ~~Wall~~interest ~~Street Reform~~ and ~~Consumer~~other ~~Protection~~amounts ~~Act~~payable thereunder, ~~and~~to ~~related~~be ~~rules~~immediately ~~implemented~~due ~~by the SEC~~ and ~~the NYSE~~payable. The ~~expenses~~lenders ~~incurred~~under byour ~~public~~Credit ~~companies~~Agreement ~~for~~also ~~reporting and corporate governance purposes~~ have ~~been~~the ~~increasing.~~right Wein ~~expect~~ these ~~rules~~circumstances ~~and regulations~~ to ~~increase~~terminate ~~our~~any ~~legal~~commitments ~~and~~they ~~financial~~have ~~compliance costs and~~ to ~~make~~provide ~~some~~further ~~activities~~borrowings. ~~more~~In ~~time-consuming and costly~~addition, ~~although~~following wean ~~are~~event ~~currently~~of ~~unable~~default tounder ~~estimate~~our ~~these~~Credit ~~costs~~Agreement, ~~with~~the ~~any~~lenders ~~degree~~will ofhave ~~certainty.~~the ~~Our~~right ~~management will need~~ to ~~devote~~proceed aagainst ~~substantial~~the ~~amount~~collateral ofgranted ~~time~~ to ~~ensure~~them ~~that~~to wesecure ~~comply~~the ~~with all of these requirements~~debt, ~~diverting~~which ~~the~~includes ~~attention~~our ofavailable ~~management away from revenue-producing activities~~cash. ~~These~~If ~~laws~~the ~~and~~debt ~~regulations~~under ~~also~~our ~~could~~Credit ~~make~~Agreement itwere ~~more difficult or costly for us~~ to ~~obtain~~be ~~certain types of insurance~~accelerated, ~~including~~our ~~director~~assets ~~and officer liability insurance, and we~~ may not be ~~forced~~sufficient to ~~accept~~repay ~~reduced~~in ~~policy~~full ~~limits~~our ~~and~~debt. ~~coverage~~In oraddition, ~~incur substantially higher costs to obtain~~ the ~~same~~terms orof ~~similar~~any ~~coverage.~~future ~~These~~indebtedness ~~laws~~may ~~and~~be ~~regulations could also make it~~ more ~~difficult~~onerous, ~~for~~including usrestrictions ~~to attract and retain qualified persons to serve~~ on our ~~Board,~~ability ~~our Board committees or as our executive officers. Furthermore, if we are unable~~ to ~~satisfy~~acquire ~~our~~additional ~~obligations~~businesses asor ~~a public company~~assets, weor ~~could~~limit bethe ~~subject~~size ~~to delisting~~ of ~~our~~such ~~common stock, fines, sanctions, and other regulatory action and potentially civil litigation~~acquisitions.

AsWe ahave ~~privately~~incurred held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act (“Section 404”). As a public company, we are subject to significant ~~requirements~~increased ~~for~~costs ~~enhanced financial reporting~~ and ~~internal~~became ~~controls.~~subject ~~The process of designing and implementing effective internal controls is a continuous effort that requires us~~ to ~~anticipate~~additional ~~and~~regulations ~~react to changes in our business~~ and ~~the~~requirements ~~economic~~as ~~and regulatory environment, and to expend significant resources to maintain~~ a ~~system~~result of ~~internal~~becoming ~~controls that is adequate to satisfy our reporting obligations as~~ a public company~~. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures~~, ~~it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements~~ and ~~harm~~ our ~~results~~management ofis ~~operations.~~now ~~In addition, we will be~~ required, ~~pursuant~~ to ~~Section~~devote ~~404,~~substantial time to ~~furnish~~new acompliance ~~report by management on~~matters, ~~among~~which ~~other~~could ~~things,~~lower ~~the effectiveness of~~ our ~~internal~~profits ~~control~~or ~~over~~make ~~financial~~it ~~reporting~~more indifficult ~~the second annual report following the completion of our IPO. This assessment will need~~ to ~~include~~run ~~disclosure of any material weaknesses identified by~~ our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. ~~Once we are no longer an “emerging growth company,” our auditors will be required to issue an attestation report on the effectiveness of our internal controls on an annual basis.~~

25As a public company, we incur significant legal, regulatory, finance, accounting, investor relations, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We also have incurred and will continue to incur costs associated with the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and related rules implemented by the SEC and the NYSE. The expenses incurred by public companies for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements, diverting the attention of management away from revenue-producing activities. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation.

InOur ~~connection~~stock ~~with~~price ~~the~~may ~~implementation~~be ofvolatile ~~the~~or ~~necessary~~may ~~procedures~~decline ~~and~~regardless ~~practices~~of ~~related~~our tooperating ~~internal control over financial reporting~~performance, weand ~~may~~you ~~identify deficiencies that we~~ may not be able to ~~remediate~~resell inyour ~~time~~shares ~~to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements~~ of ~~Section~~our ~~404.~~common Instock ~~addition,~~at ~~we may encounter problems~~ or ~~delays~~above ~~in completing~~ the ~~remediation~~price ofyou ~~any~~paid ~~deficiencies identified by us~~ or ~~our~~at ~~independent registered public accounting firm in connection with the issuance of their attestation report. Our testing~~all, orand ~~the~~you subsequent testing (if required) by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Any material weaknesses could ~~result~~lose inall aor ~~material~~part ~~misstatement~~ of ~~our~~your ~~annual~~investment oras ~~quarterly~~a ~~financial statements or disclosures that may not be prevented or detected~~result.

WeThe ~~may~~market ~~not~~price beof ~~able~~our tocommon ~~conclude~~stock onmay anbe ~~ongoing~~highly ~~basis~~volatile ~~that~~and wecould ~~have~~be ~~effective~~subject ~~internal~~to ~~control~~wide ~~over~~fluctuations. ~~financial~~You ~~reporting in accordance with Section 404, or our independent registered public accounting firm~~ may not ~~issue~~be anable ~~unqualified opinion. If either we are unable~~ to ~~conclude~~resell ~~that~~your weshares ~~have~~at ~~effective~~the ~~internal~~price ~~control~~you ~~over~~paid ~~financial reporting~~ or ~~our~~at ~~independent~~all ~~registered~~due ~~public accounting firm is unable~~ to ~~provide~~a usnumber ~~with~~of anfactors, ~~unqualified~~including ~~report~~those ~~(to~~listed ~~the~~in ~~extent~~“Risks itRelated ~~is required~~ to ~~issue a report), investors could lose confidence in~~ our ~~reported~~Strategy” ~~financial~~and ~~information,~~“Risks ~~which~~Related ~~could~~to ~~have a material adverse effect on the trading price of~~ our ~~common stock~~Operations.”

~~Our~~Furthermore, the stock ~~price~~markets in general have experienced extreme volatility that, in some cases, may be ~~volatile~~unrelated or ~~may~~disproportionate ~~decline~~to ~~regardless~~the operating performance of ~~our~~particular ~~operating~~companies. ~~performance,~~These ~~and~~broad ~~you~~market ~~may~~and ~~not~~industry befluctuations ~~able~~may toadversely ~~resell~~affect ~~your~~the ~~shares~~market price of our common stock, atregardless orof ~~above~~our ~~the~~actual ~~price~~operating ~~you~~performance. ~~paid~~In oraddition, atprice ~~all,~~volatility ~~and~~may ~~you~~be ~~could~~greater ~~lose~~if ~~all~~the orpublic ~~part~~float and trading volume of ~~your~~our ~~investment~~common asstock ais ~~result~~low.

~~The~~In ~~market~~the ~~price~~past, offollowing ~~our~~periods ~~common~~of ~~stock~~market ~~may~~volatility, bestockholders ~~highly~~have ~~volatile~~instituted ~~and~~securities ~~could~~class beaction ~~subject to wide fluctuations~~litigation. ~~You~~If ~~may~~we ~~not~~were beto ~~able~~become toinvolved ~~resell~~in ~~your~~securities ~~shares~~litigation, atit ~~the~~could ~~price~~have ~~you~~a ~~paid~~substantial orcost atand ~~all~~divert ~~due~~resources toand athe ~~number~~attention of ~~factors,~~executive ~~including~~management ~~those~~from ~~listed in “Risks Related to~~ our ~~Strategy”~~business ~~and~~regardless ~~“Risks~~of ~~Related~~the tooutcome ~~our~~of ~~Operations~~such litigation.”

Furthermore, the stock markets in general have experienced extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.24

InTable ~~the past, following periods~~ of market volatility, stockholders have instituted securities class action litigation. If we were to become involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.Contents

Your percentage ownership in our Company may be diluted by future issuances of our common stock, which could reduce your influence over matters on which stockholders vote.

We have approximately 391 million shares of common stock authorized but unissued. Our certificate of incorporation authorizes us to issue these shares of common stock, other equity or equity-linked securities, options, and other equity awards relating to our common stock for the consideration and on the terms and conditions established by our Board in its sole discretion, whether in connection with acquisitions or otherwise. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote, and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock, if any.

In the future, we may also issue our common stock in connection with investments or acquisitions. The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your shares of common stock for a price greater than that which you paid for it.

We have no current plans to pay cash dividends on our common stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our Board, and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our Credit Agreement and other indebtedness we may incur, and such other factors as our Board may deem relevant.

As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than your purchase price.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, including sales by our founders, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

26We have a total of 93,622,471 shares of our common stock outstanding. Any shares held by our affiliates, as that term is defined under Rule 144 under the Securities Act, including our directors, executive officers, and other affiliates, may be sold only in compliance with certain limitations, including the limitations under Rule 144.

WeIn ~~have~~addition, apursuant ~~total~~to ofthe 93registration rights agreement,~~556,071~~ ~~shares~~certain of our ~~common~~existing ~~stock~~stockholders ~~outstanding.~~have Of the ~~outstanding shares~~right, ~~18,400,000~~subject ~~shares~~to ~~were~~certain ~~sold~~conditions, into ~~the~~require ~~IPO~~us ~~and~~to ~~Follow-On~~facilitate ~~Offering and are freely tradable without restriction or further registration under~~ the ~~Securities~~public ~~Act. Additionally,~~offering as of ~~March~~their ~~25, 2025, approximately 457,336~~ shares ~~have~~of ~~been~~our ~~sold~~common ~~under~~stock ~~Rule 144~~ under the Securities Act. ~~(“Rule~~By ~~144”),~~exercising ~~and~~their ~~are freely tradable without restriction or further~~ registration ~~under~~rights ~~the~~and ~~Securities~~selling ~~Act. Any~~a ~~shares~~large ~~held~~number byof ~~our affiliates~~shares, assuch ~~that~~existing ~~term~~stockholders iscould ~~defined~~cause ~~under Rule 144 under~~ the ~~Securities~~prevailing ~~Act,~~market ~~including~~price of our ~~directors,~~common ~~executive~~stock ~~officers,~~to ~~and~~decline. ~~other~~The ~~affiliates,~~shares ~~may~~covered beby ~~sold~~registration ~~only~~rights inrepresent ~~compliance~~approximately ~~with~~53% ~~certain~~of ~~limitations,~~common ~~including~~stock ~~the limitations under Rule 144~~outstanding.

InWe ~~addition,~~have ~~pursuant~~filed toa ~~the~~Registration ~~registration~~Statement ~~rights~~on ~~agreement,~~Form ~~certain~~S-8 ofunder ~~our existing stockholders have~~ the ~~right,~~Securities ~~subject~~Act to ~~certain conditions, to require us to~~ register ~~the sale of their~~ shares of our common stock ~~under~~or ~~the~~securities ~~Securities~~convertible ~~Act.~~into Byor ~~exercising~~exchangeable ~~their~~for ~~registration rights and selling a large number of~~ shares, ~~such existing stockholders could cause the prevailing market price~~ of our common stock toissued ~~decline.~~pursuant ~~The~~to ~~shares~~the ~~covered~~2024 byPlan, ~~registration~~which ~~rights~~automatically ~~represent~~became ~~approximately~~effective ~~62%~~upon ~~of common stock outstanding~~filing. ~~Registration~~Accordingly, ofshares ~~any~~registered ofunder ~~these~~such ~~outstanding~~registration ~~shares~~statement ofwill ~~our~~be ~~common~~available ~~stock~~for ~~would~~sale ~~result~~ in ~~such~~the ~~shares~~open ~~becoming~~market. ~~freely~~The ~~tradable~~initial ~~without~~registration ~~compliance~~statement ~~with~~on ~~Rule~~Form ~~144~~S-8 ~~upon~~covers ~~effectiveness~~9,000,000 shares of ~~the~~common ~~registration statement~~stock.

WeAs ~~have~~restrictions ~~filed~~on aresale ~~Registration~~end, ~~Statement~~or onif ~~Form~~the ~~S-8~~existing ~~under~~stockholders ~~the~~exercise ~~Securities~~their ~~Act~~registration torights, ~~register~~or ~~shares~~in ofthe ~~our~~event that common stock oris ~~securities~~issued ~~convertible~~pursuant ~~into~~to orthe ~~exchangeable~~2024 ~~for~~Plan, ~~shares~~the market price of our shares of common stock ~~issued~~could ~~pursuant~~drop tosignificantly if the ~~2024~~holders ~~Plan,~~of ~~which~~these ~~automatically~~shares ~~became~~sell ~~effective~~them ~~upon~~or ~~filing.~~are ~~Accordingly,~~perceived ~~shares~~by ~~registered~~the ~~under~~market ~~such~~as ~~registration~~intending ~~statement~~to ~~will~~sell bethem. ~~available~~These ~~for~~factors ~~sale~~could inalso ~~the~~make ~~open~~it ~~market.~~more ~~The~~difficult ~~initial~~for ~~registration~~us ~~statement~~to onraise ~~Form~~additional ~~S-8~~funds ~~covers~~through ~~9,000,000~~future offerings of our shares of common stock. or other securities

AsIf ~~restrictions~~securities onanalysts ~~resale~~do ~~end,~~not orpublish ifresearch ~~the~~or ~~existing~~reports ~~stockholders~~about ~~exercise~~our ~~their~~business ~~registration rights,~~ or inif ~~the~~they ~~event~~downgrade ~~that~~our ~~common~~ stock isor ~~issued~~our ~~pursuant to the 2024 Plan~~sector, ~~the market price of~~ our ~~shares of common~~ stock ~~could~~price ~~drop~~and ~~significantly~~trading ifvolume ~~the holders of these shares sell them or are perceived by the market as intending to sell them. These factors~~ could ~~also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities~~decline.

IfThe ~~securities~~trading ~~analysts~~market dofor ~~not~~our ~~publish~~common stock depends in part on the research orand reports that industry or financial analysts publish about us or our business. orWe do not control these analysts. Furthermore, if ~~they~~one ~~downgrade~~or more of the analysts who do cover us downgrades our stock or our ~~sector~~industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of the Company or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price ~~and~~or trading volume ~~could~~to decline.

The trading market for our common stock depends in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrades our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of the Company or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.25

~~Anti-takeover~~Table ~~provisions in our organizational documents and under Delaware law could delay or prevent a change~~ of ~~control.~~Contents

~~Certain~~Anti-takeover provisions ofin our organizational documents ~~may~~and ~~have~~under anDelaware ~~anti-takeover~~law ~~effect~~could ~~and may~~ delay, ~~defer,~~ or prevent a ~~merger, acquisition, tender offer, takeover attempt, or other~~ change of control ~~transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders~~. ~~These provisions provide for, among other things:~~

aCertain ~~classified~~provisions ~~board~~ of ~~directors~~our organizational documents may have an anti-takeover effect and may delay, asdefer, or prevent a ~~result~~merger, acquisition, tender offer, takeover attempt, or other change of ~~which~~control ~~our~~transaction ~~Board~~that isa ~~divided~~stockholder ~~into~~might ~~three~~consider ~~classes~~in its best interest, ~~with~~including ~~each~~those ~~class~~attempts ~~serving~~that might result in a premium over the market price for ~~staggered~~the ~~three-year~~shares ~~terms;~~held by our stockholders. These provisions provide for, among other things:

•

~~limitations~~a onclassified ~~stockholder~~board ~~action~~of bydirectors, ~~written~~as ~~consent~~a result of which our Board is divided into three classes, with each class serving for staggered three-year terms;

•

~~certain~~ limitations on ~~convening~~stockholder ~~special~~action ~~stockholder~~by ~~meetings;~~written consent;

•

~~advance~~certain ~~notice~~limitations ~~requirements~~on ~~for~~convening ~~nominations~~special ofstockholder ~~directors by stockholders and for stockholders to include matters to be considered at our annual~~ meetings;

•

~~the~~advance ~~removal~~notice ofrequirements ~~directors only~~ for ~~cause~~nominations ~~and only upon the affirmative vote~~ of ~~the~~directors ~~holders~~by ofstockholders atand ~~least~~for 66stockholders ~~2/3%~~to ofinclude ~~the~~matters ~~shares of common stock entitled~~ to ~~vote~~be ~~generally~~considered inat ~~the~~our ~~election~~annual ~~of directors~~meetings; ~~and~~

•

~~limitations~~the onremoval ~~cumulative~~of ~~voting~~directors only for cause and only upon the affirmative vote of the holders of at least 66 2/3% of the shares of common stock entitled to vote generally in the election of directors; and

•

~~the~~limitations ~~ability~~on ofcumulative ~~our Board to issue one or more series of preferred stock~~voting;

•

~~certain~~the ~~limitations~~ability onof ~~business~~our ~~combinations~~Board ~~with~~to ~~interested~~issue ~~stockholders;~~one ~~and~~or more series of preferred stock;

•

~~the~~certain ~~required~~limitations ~~approval~~on ofbusiness atcombinations ~~least~~with 66interested ~~2/3%~~stockholders; of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, or repeal certain provisions of our certificate of incorporation.and

•

~~These~~the ~~anti-takeover~~required ~~provisions~~approval ~~could~~of ~~make~~at itleast ~~more~~66 ~~difficult~~2/3% ~~for~~of athe ~~third~~voting ~~party~~power toof ~~acquire us, even if~~ the ~~third~~outstanding ~~party’s~~shares ~~offer may be considered beneficial by many~~ of ~~our~~capital ~~stockholders.~~stock ~~These~~entitled ~~provisions~~to ~~also~~vote ~~may~~generally ~~have~~in the ~~effect~~election of ~~preventing~~directors, ~~changes~~voting intogether ~~our~~as ~~Board~~a ~~and~~single ~~may~~class, ~~make it more difficult~~ to ~~accomplish~~adopt, ~~transactions~~amend, ~~that~~or ~~stockholders~~repeal ~~may~~certain ~~otherwise~~provisions ~~deem~~of ~~to be in their best interests. As a result,~~ our ~~stockholders~~certificate ~~may~~of ~~be limited in their ability to obtain a premium for their shares~~incorporation.

27These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. These provisions also may have the effect of preventing changes in our Board and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

Our Board is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

Our certificate of incorporation authorizes our Board, without the approval of our stockholders, to issue 1 million shares of our preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our certificate of incorporation, as shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series, and the qualifications, limitations, or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to or on parity with our common stock, which may reduce its value.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware (or if such court does not have jurisdiction, another state or the federal courts (as appropriate) located within the State of Delaware) will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.

Our certificate of incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (iv) any other action asserting a claim against the Company or any director or officer of the Company that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which there is exclusive federal or concurrent federal and state jurisdiction. Our certificate of incorporation further provides that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including any claims under the Securities Act and the Exchange Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rule and regulations thereunder and accordingly, we cannot be certain that a court would enforce these exclusive forum provisions. In the event a court finds any such exclusive forum provision contained in our certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our certificate of incorporation. while the provisions in our certificate of incorporation benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.26

~~Pursuant~~Table ~~to the Voting Agreement, Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim directly control a majority~~ of ~~the voting power of the shares of our common stock eligible to vote in the election of our directors, and their interests may conflict with ours or yours in the future.~~Contents

~~Pursuant~~certificate ~~to the Voting Agreement, Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim are required to vote all~~ of ~~the~~incorporation ~~shares of common stock owned by them in elections for directors~~ to ~~our~~be ~~board~~unenforceable toor ~~include~~inapplicable individuals designated by Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim. Accordingly, Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim control a majority of the voting power of the shares of our common stock eligible to vote in ~~the~~an ~~election of our directors. Even if Abrams Capital~~action, ~~GPV~~we ~~Loar~~may ~~LLC,~~incur ~~Dirkson~~additional ~~Charles~~costs ~~and~~associated ~~Brett~~with ~~Milgrim~~resolving ~~collectively~~such ~~cease~~action ~~to own shares of our common stock representing a majority of the total voting power, for so long as the Voting Agreement remains~~ in ~~effect~~other ~~and Abrams Capital~~jurisdictions, ~~GPV~~which ~~Loar~~could ~~LLC,~~harm ~~Dirkson Charles and Brett Milgrim continue to own a significant percentage of~~ our ~~common stock~~business, ~~Abrams~~operating ~~Capital,~~results ~~GPV Loar LLC, Dirkson Charles~~ and ~~Brett~~financial ~~Milgrim, through their collective voting power, will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval~~condition. The Voting Agreement terminates automatically upon the earlier of (a) the 10th anniversary of its effective date and (b) the first date that the aggregate number of shares of our common stock beneficially owned by either Abrams Capital and its controlled affiliates or GPV Loar LLC and its controlled affiliates is equal to or less than 10%. In particular, Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim could effectively preclude any unsolicited acquisition of us. The concentration of voting power could deprive you of an opportunity to receive a premium for your shares of common stock as part of the sale of us and ultimately might affect the market price of our common stock.

28Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our certificate of incorporation. while the provisions in our certificate of incorporation benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

~~Insiders~~Pursuant ~~have~~to ~~substantial~~the ~~influence~~Voting ~~over~~Agreement, usAbrams Capital, ~~which~~GPV ~~could~~Loar ~~limit~~LLC, ~~your~~Dirkson ~~ability~~Charles and Brett Milgrim directly control a majority of the voting power of the shares of our common stock eligible to ~~affect~~vote in the ~~outcome~~election of ~~key~~our ~~transactions~~directors, ~~including~~and atheir ~~change~~interests ofmay ~~control~~conflict with ours or yours in the future.

~~Our~~Pursuant to the Voting Agreement, Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim are required to vote all of the shares of common stock owned by them in elections for directors to our board to include individuals designated by Abrams Capital, GPV Loar LLC, Dirkson Charles and ~~executive~~Brett ~~officers~~Milgrim. Accordingly, Abrams Capital, GPV Loar LLC, Dirkson Charles and ~~their~~Brett ~~affiliates~~Milgrim ~~beneficially~~control ~~own~~a majority of the voting power of the shares ~~representing~~of ~~approximately~~our ~~68%~~common stock eligible to vote in the election of our ~~outstanding~~directors. Even if Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim collectively cease to own shares of our common stock. Asrepresenting a ~~result,~~majority ~~these~~of ~~stockholders~~the total voting power, iffor ~~they~~so ~~act~~long ~~together~~as the Voting Agreement remains in effect and Abrams Capital, ~~are~~GPV ~~able~~Loar LLC, Dirkson Charles and Brett Milgrim continue to ~~influence~~own a significant percentage of our ~~management~~common ~~and~~stock, ~~affairs~~Abrams Capital, GPV Loar LLC, Dirkson Charles and ~~all~~Brett ~~matters~~Milgrim, ~~requiring~~through ~~stockholder~~their ~~approval~~collective voting power, ~~including~~will still be able to significantly influence the ~~election~~composition of our board of directors and the approval of ~~significant~~actions ~~corporate~~requiring ~~transactions~~stockholder approval. ~~This~~The ~~concentration~~Voting ofAgreement ~~ownership~~terminates ~~may~~automatically ~~have~~upon the ~~effect~~earlier of ~~delaying or preventing~~ (a) ~~change~~the in10th ~~control~~anniversary of ~~our~~its ~~company~~effective date and ~~might~~(b) ~~affect~~the first date that the ~~market~~aggregate ~~price~~number of shares of our common stock beneficially owned by either Abrams Capital and its controlled affiliates or GPV Loar LLC and its controlled affiliates is equal to or less than 10%. ~~Furthermore~~In particular, Abrams Capital, GPV Loar LLC, Dirkson Charles and Brett Milgrim could effectively preclude any unsolicited acquisition of us. The concentration of voting power could deprive you of an opportunity to receive a premium for your shares of common stock as part of the ~~interests~~sale of ~~these~~us ~~stockholders~~and ~~may~~ultimately ~~not~~might ~~align~~affect ~~with~~the ~~those~~market price of ~~stockholders~~our ~~more~~common ~~broadly~~stock.

~~Item~~Insiders ~~1B.~~have ~~Unresolved~~substantial ~~Staff~~influence ~~Comments~~over us, which could limit your ability to affect the outcome of key transactions, including a change of control.

~~None~~Our directors and executive officers and their affiliates beneficially own shares representing approximately 54% of our outstanding common stock. As a result, these stockholders, if they act together, are able to influence our management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control of our company and might affect the market price of our common stock. Furthermore, the interests of these stockholders may not align with those of stockholders more broadly.

Item 1C1B. ~~Cybersecurity.~~Unresolved Staff Comments.

~~Our information technology (IT) systems process, store, and transmit sensitive information, and we are heavily reliant on IT to operate our business~~None. As such, IT security is viewed as a critical aspect of our business and one which we must continually evaluate and optimize in order to ensure ongoing effectiveness across the business in meeting the challenge of evolving cyber threats.

WeItem ~~have~~1C. ~~incorporated a number of technical, administrative and personnel controls in order to holistically address cybersecurity threats across the business~~Cybersecurity.

~~Cybersecurity~~Our ~~Policies~~information technology (IT) systems process, store, and ~~Standards~~transmit sensitive information, and we are heavily reliant on IT to operate our business. As such, IT security is viewed as a critical aspect of our business and one which we must continually evaluate and optimize in order to ensure ongoing effectiveness across the business in meeting the challenge of evolving cyber threats.

We have incorporated a ~~comprehensive~~number ~~collection~~ of ~~documented~~technical, ~~policies~~administrative and ~~standards~~personnel ~~that~~controls ~~are~~in ~~leveraged~~order to ~~establish~~holistically ~~and~~address ~~affirm expectations for security controls, mitigate known~~ cybersecurity ~~risks~~threats ~~and provide consistent levels of protection~~ across the ~~Company~~business. ~~Our policies and standards are effective in meeting numerous compliance requirements while simultaneously reducing duplication of controls.~~

~~Incident~~Cybersecurity ~~Response~~Policies and Standards

~~Our~~We ~~incident~~have ~~response~~a ~~plan~~comprehensive ~~provides~~collection ~~consistent~~of ~~guidance~~documented ~~for~~policies ~~preparing for cybersecurity incidents~~ and ~~events,~~standards ~~establishes~~that ~~clear~~are ~~ownership~~leveraged ofto ~~roles~~establish and ~~responsibilities~~affirm ~~during~~expectations afor ~~cyber~~security ~~incident~~controls, ~~and~~mitigate ~~has~~known ~~inter-dependent~~cybersecurity ~~processes~~risks ~~for detecting~~ and ~~responding~~provide toconsistent ~~cyber~~levels ~~incidents~~of toprotection ~~include~~across ~~leveraging guidance from~~ the ~~legal team~~Company. WeOur ~~have~~policies ~~retained a trusted~~ and ~~experienced~~standards ~~third-party~~are ~~investigator/negotiator,~~effective ~~and~~in ~~also~~meeting ~~maintain~~numerous ~~cybersecurity~~compliance ~~insurance~~requirements towhile ~~help~~simultaneously ~~mitigate~~reducing ~~the~~duplication ~~risk~~ of ~~a catastrophic cyber event~~controls.

~~Technical~~Incident ~~Controls~~Response

WeOur ~~have~~incident ~~implemented~~response aplan ~~technical~~provides ~~security~~consistent ~~architecture~~guidance ~~consisting~~for ofpreparing afor ~~multitude~~cybersecurity ofincidents ~~controls~~and ~~to identify~~events, ~~protect,~~establishes ~~detect,~~clear ~~and~~ownership ~~respond~~of toroles ~~cybersecurity events. Continually evaluating common~~ and ~~best~~responsibilities ~~practices~~during ~~for~~a ~~deploying~~cyber ~~these controls~~incident, asand ~~well~~has asinter-dependent ~~determining~~processes ~~when~~for ~~new~~detecting orand ~~alternative~~responding ~~controls~~to ~~may~~cyber beincidents ~~more appropriate or effective, aids in our ability~~ to ~~counter~~include ~~actions~~leveraging guidance from ~~evolving~~the ~~threat~~legal ~~actors~~team. We ~~also~~have ~~leverage~~retained ~~various~~a ~~sources~~trusted ofand ~~cyber~~experienced ~~intelligence~~third-party toinvestigator/negotiator, ~~ensure~~and ~~that~~also ~~technical~~maintain ~~controls~~cybersecurity ~~maintain~~insurance ~~optimal~~to ~~configuration~~help ~~and~~mitigate ~~deployment~~the ~~models~~potential toeffects ~~increase~~of ~~control~~a ~~effectiveness~~catastrophic cyber event.

~~Third Party Security Monitoring~~27

~~Leveraging~~Table an industry recognized expert in cybersecurity monitoring, we have incorporated cybersecurity monitoring to increase visibility, awareness and responsiveness to cyber threat actors. Our monitoring partner is able to quickly analyze and alert us to suspicious activity, as well as take part in any active cyber investigation when necessary. The monitoring expertise provided allows us to focus on other aspects of ~~cybersecurity while simultaneously ensuring that we are prepared to detect and respond appropriately to security incidents.~~Contents

~~Testing~~Technical ~~and Validation~~Controls

We have ~~incorporated~~implemented ~~multiple~~a ~~avenues~~technical ofsecurity ~~control~~architecture ~~and~~consisting ~~process~~of ~~testing~~a ~~and~~multitude ~~validation~~of ~~across~~controls ~~the~~to ~~company.~~identify, ~~Our~~protect, ~~internal~~detect, ~~audit~~and ~~team~~respond ~~regularly~~to ~~tests~~cybersecurity ~~controls~~events. ~~against~~Continually ~~established~~evaluating ~~policies~~common and ~~standards.~~best Wepractices ~~leverage~~for adeploying ~~trusted~~these ~~partner~~controls, ~~for~~as ~~performing~~well ~~regular~~as ~~penetration~~determining ~~tests,~~when tonew ~~include~~or ~~phishing~~alternative ~~simulation~~controls ~~exercises.~~may ~~Our~~be ITmore ~~and~~appropriate ~~security~~or ~~team~~effective, ~~regularly~~aids ~~conduct~~in ~~control~~our ~~validation~~ability ~~exercises~~to ~~for~~counter ~~each~~actions offrom ~~the~~evolving ~~business~~threat ~~units~~actors. We ~~conduct~~also ~~regular~~leverage ~~incident~~various ~~response~~sources ~~tabletop exercises to test and validate awareness~~ of ~~roles~~cyber ~~and~~intelligence ~~responsibilities~~to ofensure ~~incident~~that ~~responders~~technical ~~across~~controls ~~the~~maintain ~~organization~~optimal configuration and todeployment ~~educate~~models ~~individuals as~~ to ~~real~~increase ~~world~~control ~~security incident scenarios~~effectiveness.

29Third Party Security Monitoring

~~Security~~Leveraging ~~Awareness~~an industry recognized expert in cybersecurity monitoring, we have incorporated cybersecurity monitoring to increase visibility, awareness and responsiveness to cyber threat actors. Our monitoring partner is able to quickly analyze and alert us to suspicious activity, as well as take part in any active cyber investigation when necessary. The monitoring expertise provided allows us to focus on other aspects of cybersecurity while simultaneously ensuring that we are prepared to detect and respond appropriately to security incidents.

~~All~~Testing ~~employees are required to undertake security awareness training on a number of topics to include phishing awareness, importance of cybersecurity~~ and proper cyber hygiene, insider threat awareness and roles and responsibilities. Our IT and security teams regularly update training modules being leveraged in order to provide timely and relevant awareness, as well as to aid in better individual engagement with the training.Validation

~~Management~~We have incorporated multiple avenues of ~~Third-Party~~control ~~Risks~~and process testing and validation across the company. Our internal audit team regularly tests controls against established policies and standards. We leverage a trusted partner for performing regular penetration tests, to include phishing simulation exercises. Our IT and security team regularly conduct control validation exercises for each of the business units. We conduct regular incident response tabletop exercises to test and validate awareness of roles and responsibilities of incident responders across the organization and to educate individuals as to real world security incident scenarios.

WeSecurity manage third-party risks from vendors and service providers by requiring that providers comply with our cybersecurity requirements and employ appropriate security controls in accordance with local, state and Federal laws. We evaluate applicable security controls of vendors and providers prior to contracting and at least annually thereafter. We evaluate the impact of any control deficiencies or exceptions identified during the review process and consider the effectiveness of the service provider’s remediation plans and their commitment to addressing identified issues when determining continued engagement with the service provider.Awareness

~~Board~~All ~~Oversight~~employees are required to undertake security awareness training on a number of topics including phishing awareness, importance of cybersecurity and ~~Management’s~~proper ~~Role~~cyber hygiene, insider threat awareness and roles and responsibilities. Our IT and security teams regularly update training modules being leveraged in order to provide timely and relevant awareness, as well as to aid in better individual engagement with the training.

~~Our~~Management ~~cybersecurity program is led by our Chief Information Security Officer (CISO) at the direction~~ of ~~the~~Third-Party CFO in coordination with our Director of IT. Our CISO has over 30 years of experience in cybersecurity and cyber risk management. His role includes assessing enterprise cybersecurity risks, developing policies and standards for the cybersecurity program, developing strategies for mitigating cybersecurity risks and informing senior leadership on cybersecurity related issues and activities affecting the organization. The CISO works with the IT and security team to implement cybersecurity controls across the organization.Risks

~~Our~~We ~~Board~~manage ofthird-party ~~Directors~~risks isfrom ~~ultimately~~vendors ~~responsible~~and ~~for~~service providers by requiring that providers comply with our cybersecurity ~~risk~~requirements and ~~has~~employ ~~delegated~~appropriate ~~its~~security ~~oversight~~controls toin ~~the~~accordance ~~Audit~~with ~~Committee~~local, state and Federal laws. ~~The~~We ~~Audit~~evaluate ~~Committee~~applicable ~~considers~~security ~~cybersecurity~~controls ~~risks~~of invendors ~~connection~~and ~~with~~providers ~~its~~prior ~~financial~~to contracting and ~~compliance~~at ~~risk~~least ~~oversight~~annually ~~role~~thereafter. ~~The~~We ~~Audit~~evaluate ~~Committee~~the ~~receives~~impact ~~updates~~of onany ~~cybersecurity~~control ~~risks~~deficiencies ~~and~~or ~~key~~exceptions ~~initiatives~~identified ~~for~~during ~~mitigating~~the ~~those~~review ~~risks~~process ~~from~~and consider the ~~CISO~~effectiveness of the service provider’s remediation plans and ~~CFO~~their commitment to addressing identified issues when determining continued engagement with the service provider.

~~For~~Board ~~more~~Oversight ~~information~~and ~~about~~Management’s ~~the potential impact of cybersecurity risks, please refer to Item 1A. Risk Factors.~~Role

~~Item~~Our 2cybersecurity program is led by our Chief Information Security Officer (CISO) at the direction of the CFO in coordination with our Director of IT. ~~Properties~~Our CISO has over 30 years of experience in cybersecurity and cyber risk management. His role includes assessing enterprise cybersecurity risks, developing policies and standards for the cybersecurity program, developing strategies for mitigating cybersecurity risks and informing senior leadership on cybersecurity related issues and activities affecting the organization. The CISO works with the IT and security team to implement cybersecurity controls across the organization.

WeOur ~~maintain~~Board ~~19 properties,~~ of ~~which~~Directors 13is ~~are~~ultimately ~~manufacturing~~responsible ~~facilities~~for ~~and~~cybersecurity ~~six~~risk ~~are office, warehousing, processing~~ and~~/or~~ ~~other~~has ~~types~~delegated ofits ~~facilities.~~oversight Ofto the 13Audit ~~manufacturing~~Committee. ~~facilities,~~The ~~(i)~~Audit weCommittee ~~maintain~~considers 11cybersecurity ~~facilities~~risks in ~~the~~connection ~~United~~with ~~States,~~its offinancial ~~which we own eight~~ and ~~lease~~compliance ~~three,~~risk ~~(ii)~~oversight ~~we lease a facility in the United Kingdom and (iii) we lease a facility in Germany~~role. OfThe ~~the~~Audit ~~remaining~~Committee ~~six~~receives ~~facilities,~~updates ~~all~~on ofcybersecurity ~~which~~risks ~~are in the United States, we own one facility~~ and ~~lease~~key ~~five~~initiatives ~~facilities.~~for ~~See~~mitigating ~~Note~~those 6,risks ~~Property,~~from ~~Plant~~the ~~and~~CISO ~~Equipment~~ and ~~Note 14, Leases of the Notes to Consolidated Financial Statements~~CFO.

~~Most~~For ofmore ~~our~~information ~~manufacturing~~about ~~facilities~~the ~~contain~~potential ~~manufacturing,~~impact ~~distribution~~of ~~and~~cybersecurity ~~engineering functions~~risks, ~~and~~please ~~most~~refer ~~facilities~~to ~~have~~Item ~~certain administrative functions, including management, sales and finance~~1A. ~~Our~~Risk ~~headquarters is located at our manufacturing facility in White Plains, New York, which is a facility we own that is approximately 42,500 square feet in size~~Factors. ~~We believe that our existing facilities are sufficient to meet our operational needs for the foreseeable future.~~

Item 32. ~~Legal Proceedings~~Properties.

We maintain 19 properties, of which fifteen are ~~involved~~manufacturing infacilities ~~various~~and ~~legal~~four ~~actions~~are ~~arising~~office, inwarehousing, ~~the~~processing ~~normal~~and/or ~~course~~other types of ~~business~~facilities. ~~Based~~Of ~~upon~~the ~~our~~fifteen ~~and~~manufacturing ~~our~~facilities, ~~legal~~(i) ~~counsel’s~~we ~~evaluations~~maintain eleven facilities in the United States, of ~~any~~which ~~claims~~we orown ~~assessments~~eight and lease three, ~~management~~(ii) iswe ofown ~~the~~one ~~opinion~~facility ~~that~~and lease one facility in the ~~outcome~~United ofKingdom, ~~these~~(iii) ~~matters~~we ~~will~~lease ~~not~~a ~~have~~facility in Germany, and (iv) we own a ~~material~~facility ~~adverse~~in ~~effect~~France. onOf ~~our~~the ~~results~~remaining four facilities, all of ~~operations~~which are in the United States, ~~financial~~we ~~position~~own orone ~~cash~~facility ~~flows~~and lease three facilities. See Note 6, Property, Plant and Equipment and Note 13, Leases, of the Notes to Consolidated Financial Statements.

~~Item~~Most 4.of ~~Mine~~our ~~Safety~~manufacturing ~~Disclosures~~facilities contain manufacturing, distribution and engineering functions, and most facilities have certain administrative functions, including management, sales and finance. Our headquarters is located at our manufacturing facility in White

~~Not applicable.~~28

30Table of Contents

~~PART~~Plains, IINew York, which is a facility we own that is approximately 42,500 square feet in size. We believe that our existing facilities are sufficient to meet our operational needs for the foreseeable future.

Item 53. ~~Market~~Legal ~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Proceedings.

~~Market~~We ~~Information~~are involved in various legal actions arising in the normal course of business. Based upon our and our legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on our results of operations, financial position or cash flows.

~~Our~~Item ~~common~~4. ~~stock~~Mine isSafety ~~traded on the New York Stock Exchange, or NYSE, under the ticker symbol “LOAR~~Disclosures.”

~~Holders~~Not applicable.

As of March 25, 2025, there were 42 stockholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.29

~~Dividends~~Table of Contents

WePART have never declared or paid and we have no current plans to pay cash dividends on our common stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our Board, and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our Credit Agreement and other indebtedness we may incur, and such other factors as our Board may deem relevant.II

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

~~Presented~~Market below is a line graph comparing the cumulative total return of a hypothetical investment in the shares of common stock of Loar Holding Inc. with the cumulative total return of a hypothetical investment in each of the S&P 500 Index and the S&P Aerospace & Defense Select Index. An investment of $100 is assumed to have been made in our common stock and in each of the indexes on April 25, 2024, and its relative performance is tracked through December 31, 2024. The following performance graph and related information shall not be deemed “soliciting material” nor to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing.Information

~~Item~~Our 6.common ~~[Reserved]~~stock is traded on the New York Stock Exchange, or NYSE, under the ticker symbol “LOAR.”

31Holders

~~Item~~As 7of February 16, 2026, there were 9 stockholders of record of our common stock. ~~Management’s~~Because ~~Discussion~~many ~~and~~of ~~Analysis~~our shares of ~~Financial~~common ~~Condition~~stock are held by brokers and ~~Results~~other institutions on behalf of ~~Operations~~stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

You should read the following discussion in conjunction with our audited consolidated financial statements including the related notes thereto, beginning on page F-1 of this Form 10-K. In addition to historical information, this discussion contains forward-looking statements that involve risks and uncertainties. You should read the sections of this10-K titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. For purposes of this section, references to the “Company,” “Loar,” “we,” “us,” and “our” refer to Loar Holdings Inc., together with Loar Group Inc. and its other subsidiaries. Dividends

~~Overview~~We have never declared or paid and we have no current plans to pay cash dividends on our common stock. The declaration, amount, and payment of any future dividends will be at the sole discretion of our Board, and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our Credit Agreement and other indebtedness we may incur, and such other factors as our Board may deem relevant.

WePerformance specialize in the design, manufacture, and sale of niche aerospace and defense components that are essential for today’s aircraft and aerospace and defense systems. We focus on mission-critical highly engineered solutions with high intellectual property content. Furthermore, our products have significant aftermarket exposure, which has historically generated predictable and recurring revenue. We estimate that approximately 53% of our 2024 net sales were derived from aftermarket products. Graph

~~The~~Presented ~~products~~below weis ~~manufacture~~a ~~cover~~line graph comparing the cumulative total return of a ~~diverse~~hypothetical ~~range~~investment in the shares of ~~applications~~common ~~supporting~~stock ~~nearly~~of ~~every~~Loar ~~major~~Holding ~~aircraft~~Inc. ~~platform~~with the cumulative total return of a hypothetical investment in ~~use~~each ~~today~~of the S&P 500 Index and ~~include~~the ~~auto~~S&P ~~throttles,~~Aerospace ~~lap-belt~~& ~~airbags,~~Defense ~~two-~~Select ~~and~~Index. ~~three-point~~An ~~seat~~investment ~~belts,~~of ~~water~~$100 ~~purification~~is ~~systems,~~assumed ~~fire~~to ~~barriers,~~have ~~polyimide~~been ~~washers~~made ~~and~~in ~~bushings,~~our ~~latches,~~common ~~hold-open~~stock and ~~tie~~in ~~rods,~~each ~~temperature~~of ~~and~~the ~~fluid~~indexes ~~sensors~~on ~~and~~April ~~switches~~25, ~~carbon~~2024, and ~~metallic~~its ~~brake~~relative ~~discs,~~performance ~~fluid~~is ~~and~~tracked ~~pneumatic-based~~through ~~ice~~December ~~protection~~31, ~~RAM~~2025. ~~air~~The ~~components,~~following ~~sealing~~performance ~~solutions~~graph and ~~motion~~related ~~and~~information ~~actuation~~shall ~~devices~~not be deemed “soliciting material” nor to be “filed” with the SEC, ~~customized~~nor ~~edge-lighted~~shall ~~panels~~such ~~and~~information ~~knobs~~be ~~and~~incorporated ~~annunciators~~by ~~for~~reference ~~incandescent~~into ~~and~~any ~~LED~~future ~~illuminated~~filings ~~pushbutton~~under ~~switches~~the Securities Act of 1933 or the Exchange Act, ~~among~~each ~~others~~as amended, except to the extent we specifically incorporate it by reference into such filing.

WeItem ~~primarily serve three core end markets: commercial aerospace, business jet and general aviation, and defense, which have long historical track records of consistent growth~~6. We also serve a diversified customer base within these end markets where we maintain long-standing customer relationships. We believe that the demanding, extensive and costly qualification process for new entrants, coupled with our history of consistently delivering exceptional solutions for our customers, has provided us with leading market positions and created significant barriers to entry for potential competitors. By utilizing differentiated design, engineering, and manufacturing capabilities, along with a highly targeted acquisition strategy, we have sought to create long-term, sustainable value with a consistent, global business model.[Reserved]

As a specialized supplier in the aerospace and defense component industry, we believe we are well positioned to deliver innovative, mission-critical solutions to a wide array of aerospace and defense customers. Our key competitive strengths support our ability to offer differentiated solutions to our customers. We have a portfolio of mission-critical, niche aerospace and defense components that we believe hold leading market positions. We have intellectual property-driven proprietary products and expertise in an industry with high barriers to entry. We are strategically focused on higher-margin aftermarket content. We have highly diversified revenue streams, and our diversification stretches across end-markets, customers, platforms, and product category or application. We have an established business model with a lean, entrepreneurial structure. We have a disciplined and strategic approach to acquisitions with a history of successful integration. We have a track record of strong growth, margins and cash flow generation.30

~~Corporate~~Table ~~Conversion~~of Contents

~~Prior~~Item ~~to April 16, 2024, we operated as a Delaware limited liability company under the name Loar Holdings, LLC~~7. OnManagement’s ~~April~~Discussion ~~16, 2024, we converted to a Delaware corporation~~ and ~~changed~~Analysis ~~our name to Loar Holdings Inc. In the conversion, holders~~ of ~~Loar~~Financial ~~Holdings,~~Condition ~~LLC~~and ~~units~~Results ~~received 377,450.980392157 shares~~ of ~~common stock of Loar Holdings Inc~~Operations. for each unit of Loar Holdings, LLC. The purpose of the corporate conversion was to reorganize our structure so that the entity that offered our common stock to the public in our IPO was a corporation rather than a limited liability company, so that existing investors and new investors in the offering would own our common stock rather than equity interests in a limited liability company.

~~Initial~~You ~~Public~~should ~~Offering~~read the following discussion in conjunction with our audited consolidated financial statements including the related notes thereto, beginning on page F-1 of this Form 10-K. In addition to historical information, this discussion contains forward-looking statements that involve risks and uncertainties. You should read the sections of this10-K titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. For purposes of this section, references to the “Company,” “Loar,” “we,” “us,” and “our” refer to Loar Holdings Inc., together with Loar Group Inc. and its other subsidiaries.

On April 29, 2024, we completed our IPO in which we issued and sold 12.6 million shares of our common stock at an IPO price of $28.00 per share. The Company received net proceeds from the IPO of approximately $325.4 million after deducting underwriting discounts, commissions and other offering costs of $28.8 million.Overview

~~Follow-~~We specialize in the design, manufacture, and sale of niche aerospace and defense components that are essential for today’s aircraft and aerospace and defense systems. We focus on ~~Offering~~mission-critical highly engineered solutions with high intellectual property content. Furthermore, our products have significant aftermarket exposure, which has historically generated predictable and recurring revenue. We estimate that approximately 55% of our 2025 net sales were derived from aftermarket products.

OnThe ~~December~~products 12we manufacture cover a diverse range of applications supporting nearly every major aircraft platform in use today and include auto throttles, ~~2024~~lap-belt airbags, wetwo- ~~completed~~and ~~the~~three-point ~~Follow~~seat belts, water purification systems, fire barriers, polyimide washers and bushings, latches, interior securing devices, hold-Onopen ~~Offering~~and intie ~~which~~rods, wetemperature ~~issued~~and 3fluid sensors and switches,~~852~~ carbon and metallic brake discs,~~500~~ ~~shares~~fluid ofand ~~our~~pneumatic-based ~~common~~ice ~~stock~~protection, atRAM aair ~~price~~components, ofsealing ~~$85.00~~solutions ~~per~~and ~~share.~~motion ~~The~~and ~~Company~~actuation ~~received~~devices, ~~net~~customized ~~proceeds~~edge-lighted ~~from~~panels ~~the~~and ~~offering~~knobs ofand ~~approximately~~annunciators ~~$311.5~~for ~~million~~incandescent ~~after~~and ~~deducting~~LED ~~underwriting~~illuminated ~~discounts~~pushbutton switches, ~~commissions~~high-performance fans and ~~other~~cooling ~~offering~~devices, ~~costs~~lighting, ofHuman-Machine ~~$16.0~~Interface ~~million~~products, and bespoke lighting systems, among others.

32We primarily serve three core end markets: commercial aerospace, business jet and general aviation, and defense, which have long historical track records of consistent growth. We also serve a diversified customer base within these end markets where we maintain long-standing customer relationships. We believe that the demanding, extensive and costly qualification process for new entrants, coupled with our history of consistently delivering exceptional solutions for our customers, has provided us with leading market positions and created significant barriers to entry for potential competitors. By utilizing differentiated design, engineering, and manufacturing capabilities, along with a highly targeted acquisition strategy, we have sought to create long-term, sustainable value with a consistent, global business model.

~~AAI~~As ~~Acquisition~~a specialized supplier in the aerospace and defense component industry, we believe we are well positioned to deliver innovative, mission-critical solutions to a wide array of aerospace and defense customers. Our key competitive strengths support our ability to offer differentiated solutions to our customers. We have a portfolio of mission-critical, niche aerospace and defense components that we believe hold leading market positions. We have intellectual property-driven proprietary products and expertise in an industry with high barriers to entry. We are strategically focused on higher-margin aftermarket content. We have highly diversified revenue streams, and our diversification stretches across end-markets, customers, platforms, and product category or application. We have an established business model with a lean, entrepreneurial structure. We have a disciplined and strategic approach to acquisitions with a history of successful integration. We have a track record of strong growth, margins and cash flow generation.

OnCorporate August 26, 2024, we acquired 100% of the membership interests of Applied Avionics, LLC, a Delaware LLC (AAI), which was formerly known as Applied Avionics, Inc., from AAI Holdings, Inc., a Delaware corporation (AAI Parent), for approximately $383.5 million in cash. AAI Parent is owned by certain individual shareholders thereof, including certain members of AAI’s management team. Incorporated in 1968, AAI designs, develops and manufactures highly engineered avionics interface solutions. See Note 2, Acquisitions, of the Notes to Consolidated Financial Statements for further information.Conversion

~~Recent~~Prior ~~Developments~~to April 16, 2024, we operated as a Delaware limited liability company under the name Loar Holdings, LLC. On April 16, 2024, we converted to a Delaware corporation and changed our name to Loar Holdings Inc. In the conversion, holders of Loar Holdings, LLC units received 377,450.980392157 shares of common stock of Loar Holdings Inc. for each unit of Loar Holdings, LLC. The purpose of the corporate conversion was to reorganize our structure so that the entity that offered our common stock to the public in our IPO was a corporation rather than a limited liability company, so that existing investors and new investors in the offering would own our common stock rather than equity interests in a limited liability company.

OnInitial ~~March~~Public 7, 2025, following completion of the works council consultation process required under French Law, we entered into a purchase agreement to acquire 100% of the shares of LMB for €365 million plus the assumption of net debt, payable in cash at closing (estimated to be €44.3 million). LMB is a global specialty player in the design and production of customized high-performance fans and motors. The transaction is expected to close in the third quarter of 2025 shortly after receiving requisite regulatory approvals and is subject to customary closing conditions. Offering

~~The~~On ~~acquisition~~April ~~will~~29, ~~be financed through additional borrowings under our existing Credit Agreement and cash on hand. In connection with the acquisition~~2024, we ~~entered~~completed ~~into~~our anIPO ~~incremental~~in ~~term facility commitment letter with Blackstone Credit (the “Commitment Letter”), pursuant to~~ which ~~Blackstone~~we ~~Credit~~issued ~~has~~and ~~committed,~~sold ~~subject~~12.6 tomillion ~~the~~shares ~~satisfaction~~ of ~~customary~~our ~~conditions,~~common tostock ~~provide~~at ~~us with~~ an ~~incremental~~IPO ~~term~~price ~~loan~~of ~~facility in an amount equal to the U~~$28.S.00 ~~dollar~~per ~~equivalent of €400~~share.0 ~~million~~The ~~(the~~Company ~~“Incremental~~received ~~Loan~~net ~~Facility”).~~proceeds ~~The~~from ~~loans under~~ the ~~Incremental~~IPO ~~Loan~~of ~~Facility~~approximately ~~will~~$325.4 ~~mature~~million onafter ~~the~~deducting ~~same~~underwriting ~~date~~discounts, ~~will~~commissions ~~amortize,~~ and ~~will~~other ~~bear~~offering ~~the~~costs ~~same~~of ~~interest~~$28.8 ~~rate as the existing term loans outstanding under the Credit Agreement~~million.

~~Results~~Follow-on ~~of Operations~~ Offering

~~The~~On ~~following~~December ~~table~~12, ~~sets forth~~2024, ~~for~~we completed the ~~years~~Follow-On ~~ended~~Offering ~~December~~in ~~31,~~which ~~2024~~we ~~and~~issued ~~2023~~3,852,500 ~~certain~~shares ~~operating~~of ~~data~~our common stock at a price of ~~the~~$85.00 per share. The Company, ~~including~~received ~~presentation~~net ofproceeds from the ~~amounts~~offering asof aapproximately ~~percentage~~$311.5 ofmillion ~~net~~after ~~sales~~deducting ~~(in~~underwriting ~~thousands~~discounts, ~~unless~~commissions ~~otherwise~~and ~~indicated):~~other offering costs of $16.0 million.

	Years Ended December 31,
	2024						2023
	Dollars			% of Net Sales			Dollars			% of Net Sales
Net sales	$	402,819			100.0	%	$	317,477			100.0	%
Cost of sales		203,994			50.6	%		163,213			51.4	%
Gross profit		198,825			49.4	%		154,264			48.6	%
Selling, general and administrative expenses		112,255			27.9	%		82,141			25.9	%
Transaction expenses		3,390			0.9	%		3,394			1.1	%
Other income		4,452			1.1	%		762			0.2	%
Operating income		87,632			21.7	%		69,491			21.9	%
Interest expense, net		52,112			12.9	%		67,054			21.1	%
Refinancing costs		6,459			1.6	%		—			—	%
Income before income taxes		29,061			7.2	%		2,437			0.8	%
Income tax provision		(6,830	)		(1.7	)%		(7,052	)		(2.2	)%
Net income (loss)		22,231			5.5	%		(4,615	)		(1.4	)%
Cumulative translation adjustments, net of tax		(96	)		—	%		410			0.1	%
Comprehensive income (loss)	$	22,135			5.5	%	$	(4,205	)		(1.3	)%
Other Data:
EBITDA (1)	$	130,702					$	107,515
Adjusted EBITDA (1)		146,336						112,743
Net income (loss) margin					5.5	%					(1.4	)%
Adjusted EBITDA Margin (1)					36.3	%					35.5	%

~~Refer~~Table toof “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable GAAP financial measure. Contents

33Acquisitions

~~Year~~On ~~ended~~August ~~December 31~~26, 2024, ~~compared~~we ~~with~~acquired ~~year~~100% ~~ended~~of ~~December~~the 31membership interests of Applied Avionics, ~~2023~~LLC, a Delaware LLC (AAI), which wasformerly known as Applied Avionics, Inc., from AAI Holdings, Inc., a Delaware corporation (AAI Parent), for approximately $383.5 million in cash. AAI Parent is owned by certain individual shareholders thereof, including certain members of AAI’s managementteam. Incorporated in 1968, AAI designs, develops and manufactures highly engineered avionics interface solutions.

~~Net~~On ~~Sales~~July 28, 2025, the Company completed the acquisition of Beadlight Ltd. (Beadlight) for £24.6 million ($33.1 million). Beadlight designs, develops, and manufactures illumination solutions, air filtration systems, and Human-Machine Interface products from its facility in Witney, England. The purchase price was paid by the Company with cash on hand.

~~Net~~On ~~sales~~December ~~for~~23, 2025, the ~~year~~Company ~~ended~~acquired ~~December~~100% ~~31,~~of ~~2024~~the ~~increased~~issued ~~$85.3~~and ~~million,~~outstanding orequity ~~26.9%,~~interests toand paid the outstanding debt of LMB Fans & Motors (LMB) for $~~402~~474.8 million asin ~~compared~~cash toand $~~317~~0.59 million ~~for~~of ~~the~~deferred ~~year~~purchase ~~ended~~obligation. ~~December~~Founded 31over 60 years ago, ~~2023~~LMB is a global specialty player in the design and production of tailor-made high-performance fans and motors. Leveraging its many decades of expertise and proprietary designs, LMB provides the market with 2,000+ unique fans, blowers, motors and specialized rotating machines.

Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior period. Net acquisition sales for the year ended December 31, 2024 represent net sales from businesses acquired either during the year ended 2024 or net sales from acquisitions that were completed in 2023 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. See Note 2, Acquisitions, of the Notes to Consolidated Financial Statements for further information ~~on the Company’s acquisition activities~~.

~~Organic~~Recent ~~Sales~~ Developments

~~Net~~On ~~organic~~January ~~sales for the year ended December 31~~21, ~~2024 increased $47.4 million~~2026, orthe ~~15.0%,~~Company toacquired ~~$364.9~~Harper ~~million~~Engineering asfor ~~compared to~~ $~~317.5~~250 million ~~for~~in ~~the year ended December 31, 2023~~cash. ~~This~~Founded ~~increase~~ in ~~net~~1968, ~~organic~~Harper ~~sales~~Engineering is ~~primarily~~a ~~related~~leading tomanufacturer ~~increases in OEM commercial sales ($19.1 million, an increase~~ of ~~18.8%),~~mechanically ~~aftermarket~~engineered ~~commercial~~devices ~~sales~~for ~~($15.8~~aircraft ~~million,~~interiors ~~an increase of 13.4%),~~ and ~~aftermarket~~holds ~~defense sales ($15.5 million, an increase of 53.8%), partially offset by~~ a ~~reduction~~proprietary inportfolio ~~non-aviation sales~~ of ~~($7.9~~latching ~~million or 20.6%). The increase in OEM commercial sales is driven by the increased production rates~~ and ~~deliveries~~securing ~~for~~mechanisms ~~both~~used ~~narrow-body~~across ~~and~~multiple ~~wide-body~~leading ~~aircraft. The increase in aftermarket~~ commercial ~~sales~~aerospace ~~is primarily attributable to the ongoing recovery of commercial air travel demand and prolonged supply chain issues suppressing further increases in OEM build rates~~platforms. The increase in aftermarket defense sales is primarily attributable to strong demand for lighted indicators and military restraint devices. The reduction in non-aviation sales is primarily attributable to reduced demand for auto brakes and restraints.

~~Net~~The acquisition ~~sales~~was financed through the drawdown of $~~37.9~~240 million ~~for~~of ~~the~~Delayed ~~year~~Draw ~~ended~~Term ~~December~~Loans ~~31,~~available ~~2024~~under isthe ~~made~~Company's upexisting ~~of,~~Credit ~~DAC,~~Agreement ~~CAV~~ and ~~AAI~~cash ~~which~~on ~~were~~hand. ~~acquired~~The onDelayed ~~July~~Draw 3,Term ~~2023,~~Loans ~~September~~will 1,mature ~~2023,~~on ~~and~~the ~~August~~same 26date, ~~2024~~will amortize, ~~respectively.~~and ~~This~~will ~~represents~~bear ~~11.9% of~~ the ~~increase~~same ininterest ~~total~~rate ~~net~~as ~~sales for~~ the ~~year~~existing ~~ended~~term ~~December~~loans ~~31,~~outstanding ~~2024~~under ~~compared to~~ the ~~year~~Credit ~~ended December 31, 2023~~Agreement.

~~Gross~~Results ~~Profit and Cost~~ of ~~Sales~~Operations

~~Cost~~The offollowing ~~sales~~table sets forth, for the ~~year~~years ended December 31, ~~2024 increased $40.8 million or~~2025, ~~25.0%~~2024, toand ~~$204.0~~2023, ~~million~~certain ~~compared~~operating todata ~~$163.2~~of ~~million for~~ the ~~year ended December 31~~Company, ~~2023.~~including ~~Cost~~presentation of ~~sales~~the ~~and~~amounts ~~the~~as ~~related~~a percentage of net sales ~~for the years ended December 31, 2024 and 2023 were as follows~~ (in thousands ~~except~~unless ~~for~~otherwise ~~percentages~~indicated);:

	Years Ended December 31,
	2024			2023			Change			% Change
	2025						2024						2023
Cost of sales - excluding costs below	$	196,450		$	159,402		$	37,048			23.2	%
	Dollars			% of Net Sales			Dollars			% of Net Sales			Dollars			% of Net Sales
% of net sales		48.8	%		50.2	%
Net sales	$	496,283			100.0	%	$	402,819			100.0	%	$	317,477			100.0	%
Amortization of intangible and other long-term assets		3,532			3,208			324			10.1	%
Cost of sales		234,958			47.3	%		203,994			50.6	%		163,213			51.4	%
% of net sales		0.9	%		1.0	%
Gross profit		261,325			52.7	%		198,825			49.4	%		154,264			48.6	%
Acquisition and facility integration costs		2,910			—			2,910			—
Selling, general and administrative expenses		143,642			28.9	%		112,255			27.9	%		82,141			25.9	%
% of net sales		0.7	%		0.0	%
Transaction expenses		11,281			2.4	%		3,390			0.9	%		3,394			1.1	%
Recognition of inventory step-up		1,102			603			499			82.8	%
Other (expense) income		(159	)		—			4,452			1.1	%		762			0.2	%
% of net sales		0.2	%		0.2	%
Operating income		106,243			21.4	%		87,632			21.7	%		69,491			21.9	%
Total cost of sales	$	203,994		$	163,213		$	40,781			25.0	%
Interest expense, net		25,665			5.2	%		52,112			12.9	%		67,054			21.1	%
% of net sales		50.6	%		51.4	%
Refinancing costs		—			—			6,459			1.6	%		—			—	%
Gross profit (Net sales less Total cost of sales)	$	198,825		$	154,264		$	44,561			28.9	%
Income before income taxes		80,578			16.2	%		29,061			7.2	%		2,437			0.8	%
Gross profit percentage (Gross profit / Net sales)		49.4	%		48.6	%
Income tax provision		(8,432	)		(1.7	)%		(6,830	)		(1.7	)%		(7,052	)		(2.2	)%
Net income (loss)		72,146			14.5	%		22,231			5.5	%		(4,615	)		(1.4	)%
Cumulative translation adjustments, net of tax		(2,688	)		(0.5	)%		(96	)		—	%		410			0.1	%
Comprehensive income (loss)	$	69,458			14.0	%	$	22,135			5.5	%	$	(4,205	)		(1.3	)%
Other Data:
EBITDA (1)	$	157,243					$	130,702					$	107,515
Adjusted EBITDA (1)		189,124						146,336						112,743
Net income (loss) margin					14.5	%					5.5	%					(1.4	)%
Adjusted EBITDA Margin (1)					38.1	%					36.3	%					35.5	%

(1)

~~Cost~~Refer ofto ~~sales~~“Non-GAAP ~~for~~Financial ~~the~~Measures” ~~year~~in ~~ended~~this ~~December~~discussion ~~31,~~and ~~2024~~analysis ~~decreased~~for asadditional ainformation ~~percentage~~and oflimitations ~~net~~regarding ~~sales~~these ~~principally~~non-GAAP ~~due~~financial ~~to the effect of our fixed overhead costs supporting higher production and sales levels~~measures, ~~partially~~including ~~offset~~a byreconciliation ~~higher~~to ~~acquisition~~the ~~and~~comparable ~~facility~~GAAP ~~integration~~financial ~~costs~~measure.

Gross profit as a percentage of net sales increased 0.8% to 49.4% for the year ended December 31, 2024 from 48.6% for the year ended December 31, 2023 because of favorable pricing strategy, despite having a higher mix of defense sales than in 2023, which typically have lower gross profit margin than commercial sales.32

34Table of Contents

~~Selling~~Year ended December 31, ~~General~~2025 ~~and~~compared ~~Administrative~~with ~~Expenses~~year ended December 31, 2024

~~Selling,~~Net ~~general~~Sales and administrative expenses increased by $30.1 million to $112.3 million, or 27.9% as a percentage of net sales, for the year ended December 31, 2024 from $82.1 million, or 25.9% as a percentage of net sales, for the year ended December 31, 2023. Selling, general and administrative expenses and the related percentage of net sales for the years ended December 31, 2024 and 2023 were as follows (amounts in thousands except for percentages):

	Years Ended December 31,
	2024			2023			Change			% Change
Selling, general and administrative expenses - excluding costs below	$	62,498		$	48,991		$	13,507			27.6	%
% of net sales		15.5	%		15.4	%
Amortization of intangible and other long-term assets		28,295			24,878			3,417			13.7	%
% of net sales		7.0	%		7.9	%
Stock based compensation expense		11,103			372			10,731			2884.7	%
% of net sales		2.8	%		0.1	%
Acquisition and facility integration costs		1,581			1,621			(40	)		(2.5	)%
% of net sales		0.4	%		0.5	%
Research and development expenses		8,778			6,279			2,499			39.8	%
% of net sales		2.2	%		2.0	%
Total selling, general and administrative expenses	$	112,255		$	82,141		$	30,114			36.7	%
% of net sales		27.9	%		25.9	%

Net sales for the year ended December 31, 2025 increased $93.5 million, or 23.2%, to $496.3 million as compared to $402.8 million for the year ended December 31, 2024.

~~Selling,~~Net ~~general~~organic sales represent net sales from our existing businesses for comparable periods and ~~administrative~~exclude ~~expenses~~net ~~increased~~sales byfrom 36acquisitions.7% ~~for~~We include net sales from new acquisitions in net organic sales from the ~~year~~13th-month ~~ended~~after ~~December~~the ~~31,~~acquisition ~~2024~~on ~~compared~~a tocomparative basis with the prior period. Net acquisition sales for the year ended December 31, ~~2023.~~2025 ~~The~~represent ~~increase~~net ~~was~~sales ~~primarily~~from ~~driven~~businesses byacquired ~~stock-based~~either ~~compensation~~during ~~expense,~~the ayear ~~full~~ended ~~year~~2025 ofor ~~selling,~~net ~~general~~sales ~~and~~from ~~administrative~~acquisitions ~~expenses~~that ofwere ~~DAC~~completed ~~and~~in ~~CAV~~2024 for which ~~were~~there ~~acquired~~are inno ~~2023,~~comparable net sales during the ~~impact~~prior year. We believe this measure provides an understanding of ~~the~~underlying ~~AAI~~sales ~~acquisition~~trends inas ~~September~~it ~~2024,~~provides ~~research~~net ~~and~~sales ~~development~~comparisons ~~costs~~on a consistent basis. See Note 2, ~~and~~Acquisitions, ~~infrastructure~~of ~~costs~~the ~~related~~Notes to ~~being~~Consolidated aFinancial ~~public~~Statements ~~company,~~for ~~partially~~further ~~offset~~information byon the ~~leveraging~~Company’s ofacquisition ~~fixed costs~~activities.

~~Transaction~~Organic ~~Expenses~~Sales

~~Transaction~~Net ~~expenses~~organic ~~were~~sales for the year ended December 31, 2025 increased $351.4 million, inor ~~each~~12.7%, ofto $454.2 million as compared to $402.8 million for the ~~years~~year ended December 31, 2024. This increase in net organic sales is primarily related to increases in aftermarket commercial sales ($27.4 million, an increase of 18.5%), OEM commercial sales ($12.5 million, an increase of 9.3%), and ~~2023~~defense sales ($14.4 ~~Transaction~~million, ~~costs~~an ~~can~~increase ~~fluctuate~~of ~~from~~16.2%), ~~year~~partially offset by a reduction in non-aviation sales of ($3.1 million or 10.1%). The increase in aftermarket commercial sales is primarily attributable to ~~year~~increases ~~depending~~in onglobal commercial air travel demand. The increase in OEM commercial sales is driven by the ~~size~~increased production rates and ~~number~~deliveries offor ~~acquisitions~~both narrow-body and wide-body aircraft. The increase in ~~each~~defense ~~year~~sales is primarily driven by increased market share due to new product launches and an increased demand for defense products globally. The reduction in non-aviation sales is primarily attributable to reduced demand for auto brakes and restraints.

~~Other~~Net ~~Income~~acquisition sales of $42.1 million for the year ended December 31, 2025 is made up of AAI and Beadlight which were acquired on August 26, 2024 and July 28, 2025, respectively. This represents 10.5% of the increase in total net sales for the year ended December 31, 2025 compared to the year ended December 31, 2024.

~~Other~~Gross ~~income~~Profit ~~for the year ended December 31, 2024 was $4.5 million,~~ and ~~relates~~Cost ~~to a $2.9 million reduction in the estimatedcontingent purchase price for the CAV acquisition and $1.7 million~~ of proceeds received from the settlement of buyer-siderepresentations and warranties insurance covering the acquisition of DAC. Other income for the year ended December 31, 2023 of $0.8 million was principally related to a grant from the U.S. Department of Transportation under the AMJP. Sales

~~Operating~~Cost ~~Income~~of sales for the year ended December 31, 2025 increased $31.0 million or, 15.2%, to $235.0 million compared to $204.0 million for the year ended December 31, 2024. Cost of sales and the related percentage of net sales for the years ended December 31, 2025 and 2024 were as follows (in thousands except for percentages):

Operating income for the year ended December 31, 2024, was $87.6 million, or 21.8% as a percentage of net sales, compared to $69.5 million, or 21.9% as a percentage of net sales for the year ended December 31, 2023. The increase in operating income is due to the factors discussed above.


	Years Ended December 31,
	2025			2024			Change			% Change
Cost of sales - excluding costs below	$	226,257		$	196,450		$	29,807			15.2	%
% of net sales		45.6	%		48.8	%
Amortization of intangible and other long-term assets		4,921			3,532			1,389			39.3	%
% of net sales		1.0	%		0.9	%
Acquisition and facility integration costs		3,735			2,910			825			28.4	%
% of net sales		0.7	%		0.7	%
Recognition of inventory step-up		45			1,102			(1,057	)		(95.9	)%
% of net sales		—	%		0.2	%
Total cost of sales	$	234,958		$	203,994		$	30,964			15.2	%
% of net sales		47.3	%		50.6	%
Gross profit (Net sales less Total cost of sales)	$	261,325		$	198,825		$	62,500			31.4	%
Gross profit percentage (Gross profit / Net sales)		52.7	%		49.4	%

~~Interest~~Cost ~~Expense~~of sales for the year ended December 31, 2025 decreased as a percentage of net sales principally due to the effect of our fixed overhead costs supporting higher production and sales levels.

~~Interest~~Gross ~~expense~~profit ~~for~~as ~~the~~a ~~year~~percentage ~~ended~~of ~~December~~net ~~31,~~sales ~~2024~~increased ~~decreased $15~~3.~~0 million, or 22.~~3%, to $52.17% ~~million compared to $67.1 million~~ for the year ended December 31, ~~2023.~~2025 ~~This~~from ~~decrease was attributable to the repayment of $284~~49.64% ~~million~~for ~~aggregate principal amount of~~ the ~~Company's~~year ~~debt~~ended inDecember ~~May~~31, 2024. ~~with~~This adecrease ~~portion~~is ofprimarily ~~the~~attributable ~~proceeds~~to ~~from~~ our ~~IPO~~operating ~~and lower interest rates~~leverage, ~~partially~~execution ~~offset by interest on the August 26, 2024 borrowing~~ of ~~the~~strategic ~~$360.0~~value ~~million incremental term loan for the acquisition of AAI~~drivers,favorable ofsales ~~which $330.0 million of the outstanding term loans were repaid on December 15~~mix, ~~2024~~and ~~with~~lower ~~the~~inventory ~~proceeds from our Follow~~step-onup ~~Offering~~amortization ~~and~~costs, ~~our~~partially ~~cash~~offset ~~from~~by ~~operations.~~slightly ~~Interest~~higher ~~rates~~amortization ~~under~~expense ~~our~~for ~~Credit~~intangible ~~Agreement~~and ~~are~~other ~~subject~~long-term ~~to variability based on market conditions~~assets.

~~Income Tax Provision~~33

~~The~~Table ~~income tax provision was $6.8 million for the year ended December 31, 2024 compared $7.1 million for the year ended December 31, 2023. The decrease was primarily due to the establishment~~ of ~~a valuation allowance on the Company’s deferred tax asset for its disallowed interest carryforward during the year ended December 31, 2023, partially offset by the effect of an increase in~~ Contents

35Selling, General and Administrative Expenses

~~pretax~~Selling, ~~income~~general ofand administrative expenses increased by $2631.64 million to $29143.06 million, or 28.9% as a percentage of net sales, for the year ended December 31, ~~2024~~2025 from $2112.42 million, or 27.9% as a percentage of net sales, for the year ended December 31, ~~2023~~2024. Selling, general and administrative expenses and the related percentage of net sales for the years ended December 31, 2025 and 2024 were as follows (amounts in thousands except for percentages):

Net Income (Loss)


	Years Ended December 31,
	2025			2024			Change		% Change
Selling, general and administrative expenses - excluding costs below	$	79,785		$	62,498		$	17,287		27.7	%
% of net sales		16.1	%		15.5	%
Amortization of intangible assets		34,144			28,295			5,849		20.7	%
% of net sales		6.9	%		7.0	%
Stock based compensation expense		14,931			11,103			3,828		34.5	%
% of net sales		3.0	%		2.8	%
Acquisition and facility integration costs		1,730			1,581			149		9.4	%
% of net sales		0.3	%		0.4	%
Research and development expenses		13,052			8,778			4,274		48.7	%
% of net sales		2.6	%		2.2	%
Total selling, general and administrative expenses	$	143,642		$	112,255		$	31,387		28.0	%
% of net sales		28.9	%		27.9	%

~~Net~~Selling, ~~income~~general ~~for~~and ~~the~~administrative ~~year~~expenses ~~ended~~increased ~~December~~by ~~31, 2024 was $22~~1.~~2 million, or 5.5~~0% as a percentage of net sales, ~~compared~~for to the ~~net~~year ~~loss~~ended ~~for~~December 31, 2025 when compared to the year ended December 31, ~~2023~~2024. ofThis ~~$4.6~~was ~~million,~~due orto ~~1.4%~~additional ascosts associated with being a ~~percentage~~public ofcompany, ~~net~~including ~~sales.~~compliance ~~The~~with ~~increase~~the inSarbanes-Oxley ~~net~~Act ~~income~~and isadditional ~~primarily~~organizational ~~due~~costs, ~~the~~research ~~factors~~and ~~discussed~~development ~~above.~~expenses, and stock-based compensation expense, partially offset by lower amortization of intangible assets.

~~Outlook~~Transaction Expenses

AsTransaction weexpenses ~~look~~were to$11.3 ~~2025,~~million weand ~~anticipate~~$3.4 ~~net sales growth to be driven by organic growth~~million, in ~~particular~~ the ~~conversion~~years ofended ~~high~~December ~~levels~~31, of2025 ~~backlog~~and ~~of our existing products~~2024, ~~and~~respectively. ~~the~~This ~~impact~~increase ~~from~~is ~~strategic~~primarily ~~acquisitions.~~related ~~Backlog~~to ~~primarily~~the ~~consists~~acquisition of ~~firm~~LMB ~~orders for products~~ that ~~have~~was ~~not~~consummated ~~yet~~in ~~shipped.~~December ~~Continued~~2025 ~~inflationary pressures, tariffs,~~ and ~~supply~~Harper ~~chain~~Engineering ~~disruptions~~that ~~may~~was ~~lead~~consummated toin ~~higher~~January ~~material~~2026. ~~and~~Transaction ~~labor~~ costs ~~but~~can wefluctuate dofrom ~~not~~year ~~expect them~~ to ~~materially~~year ~~affect~~depending ~~our~~on ~~outlook~~the orsize ~~business goals. During 2025, we plan to continue our commitment to develop new products~~ and ~~services,~~number ~~further~~of ~~market~~acquisitions ~~penetration,~~in ~~and~~each ~~pursue an aggressive acquisition strategy while seeking to maintain our financial strength and flexibility~~year.

~~Seasonality~~Other (Expense) Income

WeOther doexpense ~~not~~for ~~believe~~the ~~our~~year ~~net~~ended ~~sales~~December ~~are~~31, ~~subject~~2025 was $0.2 million. Other income for the year ended December 31, 2024 was $4.5 million and relates to ~~significant~~a ~~seasonal~~$2.9 ~~variations~~million reduction in the estimated contingent purchase price for the CAV acquisition and $1.7 million of proceeds received from the settlement of buyer-side representations and warranties insurance covering the acquisition of DAC.

~~Liquidity~~Operating ~~and~~Income ~~Capital Resources~~

~~The~~Operating ~~following~~income ~~table~~for ~~summarizes~~the ~~our~~year ~~capitalization~~ended December 31, 2025, was $106.2 million, or 21.4% as a percentage of net sales, compared to $87.6 million, or 21.7% as a percentage of net sales for the year ended December 31, 2024. ~~and~~The ~~2023~~increase (in ~~thousands~~operating ~~unless~~income ~~otherwise~~is ~~indicated):~~due to the factors discussed above.

	As of December 31,
	2024			2023
Cash and cash equivalents	$	54,066		$	21,489
Debt:
Credit Agreement debt (including current portion)		281,366			539,247
Less: unamortized debt issuance costs		(4,073	)		(3,769	)
Finance lease liabilities (including current portion)		3,402			3,591
Total debt		280,695			539,069
Stockholders' equity		1,088,505			—
Member’s equity		—			418,141
Total capitalization (debt plus equity)		1,369,200			957,210
Total debt to total capitalization		21	%		56	%

Interest Expense

~~Our~~Interest ~~principal~~expense ~~historical liquidity requirements have been~~ for ~~acquisitions,~~the ~~capital~~year ~~expenditures,~~ended ~~servicing indebtedness and working capital needs. We fund our investing activities primarily from cash provided by our operating and financing activities. As of~~ December 31, ~~2024,~~2025 wedecreased ~~had availability of~~ $~~100~~26.4 million, ofor ~~a Delayed Draw Term Loans Commitment and a $~~50 ~~million Revolving Line of Credit~~. ~~Based on our current outlook~~8%, weto ~~believe~~$25.7 ~~that~~million ~~net~~compared ~~cash provided by operating activities and available borrowings under our Credit Agreement will be sufficient~~ to ~~fund~~$52.1 ~~our~~million ~~cash requirements~~ for ~~at least~~ the ~~next~~year ~~twelve~~ended ~~months.~~December ~~As we continue to expand our business~~31, ~~including~~2024. byThis ~~any~~decrease ~~acquisitions~~was weattributable ~~may~~to ~~make,~~lower weaverage ~~may~~outstanding indebt ~~the~~and ~~future~~lower ~~require~~interest ~~additional working capital for increased costs~~rates.

~~Operating~~Income ~~Activities~~Tax Provision

~~Net~~The ~~cash~~income ~~provided~~tax byprovision ~~operating activities~~ was $558.04 million infor the year ended December 31, ~~2024~~2025 compared to $126.8 million infor the year ended December 31, ~~2023~~2024. The ~~$42.2 million~~ increase was primarily ~~driven~~due byto the effect of an increase in ~~net~~pretax income of $2651.85 million asto ~~well~~$80.6 asmillion for the ~~impact~~year ofended ~~increases~~December ~~in non-cash expenses~~31, ~~primarily~~2025 ~~stock-based~~from ~~compensation~~$29.1 ~~and~~million ~~amortization~~for ofthe ~~intangible~~year ~~and~~ended ~~other~~December ~~long-term assets~~31, 2024 partially offset by ~~higher~~the ~~income~~release of a valuation allowance on the Company’s deferred tax ~~payments~~asset for its disallowed interest carryforward during the year ended December 31, ~~2024~~2025. The release of the valuation allowance was due to a change in tax law from the OBBBA.

~~Investing Activities~~ 34

~~Net~~Table ~~cash used in investing activities totaled $392.1 million in the year ended December 31, 2024 and was principally attributable to the acquisition~~ of ~~AAI for $383.3 million, as well as capital expenditures of $8.9 million.~~ Contents

Net cash used in investing activities totaled $72.6 million in the year ended December 31, 2023 and was principally attributable to the acquisitions of DAC for $31.4 million and CAV for $29.0 million, as well as capital expenditures of $12.1 million.Income

36Net income for the year ended December 31, 2025 was $72.1 million, or 14.5% as a percentage of net sales, compared to net income for the year ended December 31, 2024 of $22.2 million, or 5.5% as a percentage of net sales. The increase in net income is primarily due the factors discussed above.

~~Further~~Year ~~details~~ended ~~regarding~~December ~~our~~31, ~~acquisition~~2024 ~~activities~~compared ~~may~~with beyear ~~found~~ended inDecember ~~Note 2~~31, ~~Acquisitions, of the Notes to Consolidated Financial Statements.~~ 2023

~~Financing~~Refer ~~Activities~~to the discussion in Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” of Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 31, 2025 for our results of operations for year ended December 31, 2024 compared with the year ended December 31, 2023.

~~Net~~Outlook cash provided by financing activities in the year ended December 31, 2024 of $370.0 million was principally related to the net proceeds received from our IPO and Follow-on Offering of $637.0 million and proceeds from the August 26, 2024 borrowing of $360.0 million incremental term loan for the acquisition of AAI, partially offset by payments on our Credit Agreement of $617.9 million.

~~Net~~As ~~cash~~we ~~provided~~look byto ~~financing~~2026, ~~activities~~we inanticipate ~~the~~net ~~year~~sales ~~ended~~growth ~~December~~to 31be driven by organic growth, ~~2023~~in ~~totaled~~particular ~~$45.7~~the ~~million.~~conversion Weof ~~borrowed~~high ~~$53.0~~levels ~~million~~of ~~under~~backlog of our ~~Credit~~existing ~~Agreement~~products, ~~for~~and the impact from strategic acquisitions. Backlog primarily consists of ~~DAC~~firm orders for products that have not yet shipped. Continued inflationary pressures, tariffs, and ~~CAV~~supply chain disruptions may lead to higher material and ~~made~~labor ~~payments~~costs ofbut $6we do not expect them to materially affect our outlook or business goals.1 ~~million~~During on2026, we plan to continue our ~~Credit~~commitment ~~Agreement~~to develop new products and ~~$1.1~~services, ~~million~~further ~~for~~market ~~debt~~penetration, ~~issuance~~and ~~costs~~pursue an aggressive acquisition strategy while seeking to maintain our financial strength and flexibility.

~~Credit~~Seasonality ~~Agreement~~

~~Our~~We ~~long-term~~do ~~debt~~not ~~consists~~believe ofour ~~borrowings~~net ~~under~~sales ~~our~~are ~~Credit~~subject ~~Agreement~~to significant seasonal variations.

OnLiquidity ~~April~~and ~~28,~~Capital ~~2023,~~Resources ~~we borrowed $20.0 million of available Delayed Draw Term Loans to finance the acquisition of DAC.~~

OnThe ~~June~~following ~~30,~~table ~~2023,~~summarizes ~~the~~our ~~Credit~~capitalization ~~Agreement~~as ~~was~~of ~~amended~~December ~~to extend the maturity date by eighteen months~~31, ~~extending~~2025 itand ~~from October 2,~~ 2024 ~~to April 2, 2026. In addition, the London Interbank Offered Rate~~ (~~LIBOR)~~in ~~Rate~~thousands ~~was~~unless ~~replaced~~otherwise ~~with Adjusted Term Secured Overnight Financing Rate (SOFR~~indicated): ~~as an election in which borrowings under the Credit Agreement accrue interest at the SOFR rate plus a margin of 7.25%.~~

On August 30, 2023, the Company borrowed $33.0 million of available Delayed Draw Term Loans to finance the acquisition of CAV.


	As of December 31,
	2025			2024
Cash and cash equivalents	$	84,827		$	54,066
Debt:
Credit Agreement debt (including current portion)		726,366			281,366
Other		1,500			—
		727,866			281,366
Less: unamortized debt issuance costs		(12,166	)		(4,073	)
Finance lease liabilities (including current portion)		3,170			3,402
Total debt		718,870			280,695
Stockholders' equity		1,174,753			1,088,505
Total capitalization (debt plus equity)		1,893,623			1,369,200
Total debt to total capitalization		38	%		21	%

OnOur ~~March~~principal 26historical liquidity requirements have been for acquisitions, ~~2024~~capital expenditures, ~~the~~servicing ~~Credit~~indebtedness ~~Agreement~~and ~~was~~working ~~amended~~capital toneeds. ~~extend~~We ~~the~~fund ~~termination~~our ~~date~~investing activities primarily from cash provided by our operating and financing activities. As of ~~the~~December 31, 2025, we had availability of $275 million of a Delayed Draw Term Loans Commitment and a $50 million Revolving Line of Credit. Based on our current outlook, we believe that net cash provided by ~~approximately~~operating ~~nine~~activities and available borrowings under our Credit Agreement will be sufficient to fund our cash requirements for at least the next twelve months,. ~~extending~~As itwe ~~from~~continue ~~April~~to 1expand our business, ~~2024~~including toby ~~December~~acquisitions 31we may make, ~~2024~~we may in the future require additional working capital for increased costs.

OnOperating April 10, 2024, the Credit Agreement was amended to permit certain non-pro rata open market purchases of term loans pursuant to open market purchases. On that date, we also entered into that certain Master Open Market Purchase Agreement, by and lender and the Company. (the “Master Open Market Purchase Agreement”) to repurchase term loans on a non-pro rata basis subject to certain conditions as set forth therein. Activities

OnNet ~~May~~cash 3,provided ~~2024,~~by ~~the~~operating ~~Company~~activities ~~used~~was a$112.3 ~~portion~~million ofin the ~~net~~year ~~proceeds~~ended ~~from~~December ~~its~~31, ~~IPO~~2025 compared to ~~repay~~ $~~284~~55.60 million ~~aggregate~~in ~~principal~~the ~~amount~~year ofended ~~term~~December ~~loans~~31, ~~under~~2024. ~~its~~The ~~Credit Agreement plus accrued interest of~~ $057.3 million. ~~The~~increase ~~Company~~was ~~wrote-off~~primarily ~~$0.8~~driven ~~million~~by inan ~~unamortized~~increase ~~debt~~in ~~issuance~~net ~~costs~~income ~~and~~of ~~expensed~~ $049.89 million inadjusted ~~refinancing~~for ~~costs~~noncash ~~associated~~items, ~~with~~partially ~~the~~offset ~~amendment~~by ofan ~~the~~increase ~~Credit~~in ~~Agreement~~working capital.

OnInvesting May 10, 2024, the Credit Agreement was amended to extend the maturity date to May 10, 2030 from April 2, 2026 and reduce the applicable margin by between 2.0 and 2.5 percentage points based on the Company’s leverage ratio. At the Company’s election, interest on loans will accrue at the SOFR rate plus the applicable margin of 4.75% or at the base rate plus the applicable margin of 3.75% as long as the Company maintains a leverage ratio of less than 5.5 to 1. The Company also increased the existing availability under its Delayed Draw Term Loans commitment to $100 million, which terminates if not drawn upon by May 10, 2026. In addition, the existing Revolving Line of Credit under the Credit Agreement was replaced with a new Revolving Line of Credit commitment of $50 million. The unused portion of the Revolving Line of Credit carries a commitment fee of 0.375%. Loans outstanding under the Revolving Line of Credit, if any, mature on May 10, 2029. The Company capitalized approximately $0.9 million in debt issuance costs associated with the amendment. Activities

OnNet ~~August~~cash ~~26,~~used ~~2024, the Credit Agreement was amended to make available to the Company an incremental term loan~~ in aninvesting ~~aggregate~~activities ~~principal~~totaled ~~amount equal to~~ $~~360~~520.09 million ~~for~~in ~~purposes~~the ofyear ~~(i)~~ended ~~paying~~December a31, ~~portion~~2025 ofand ~~the~~was ~~consideration~~principally ~~payable~~attributable ~~for~~to the ~~purchase~~acquisitions ~~all the issued and outstanding equity interests~~ of ~~AAI,~~LMB ~~(ii)~~for ~~paying~~$474.8 ~~fees~~million and ~~expenses~~Beadlight ~~incurred~~for in$33.1 ~~connection with the foregoing~~million, ~~and~~as ~~(iii)~~well ~~otherwise~~as ~~to fund working~~ capital ~~and~~expenditures ~~general~~of ~~corporate~~$13.0 ~~purposes~~million.

On December 17, 2024, the Company used the net proceeds from its Follow-on Offering and cash from operations to repay $330.0 million aggregate principal amount of term loans under its Credit Agreement plus accrued interest of $1.5 million. The Company wrote-off $4.8 million in unamortized debt issuance costs as a result.35

~~Borrowings~~Table ~~under the term loans, the Delayed Draw Term Loans and the Revolving Line~~ of Credit may be designated as a SOFR loan or base rate loan at the option of the borrower. The interest rate on the SOFR rate loans accrued interest at the SOFR rate plus a margin of 4.75%. The interest rate on the base rate loans accrue interest at the base rate plus a margin of 3.75%. Interest is paid every one, two, three or six months at the option of the Company. The unused portion of the Revolving Line of Credit carries a commitment fee of 0.375%. The weighted average interest rate for all outstanding loans under the Credit Agreement was 9.1% at December 31, 2024, and the annual effective interest rate under the Credit Agreement was 11.1% at December 31, 2024. Contents

37Net cash used in investing activities totaled $392.1 million in the year ended December 31, 2024 and was principally attributable to the acquisition of AAI for $383.5 million, as well as capital expenditures of $8.9 million.

~~The~~Further ~~Credit~~details ~~Agreement~~regarding ~~requires~~our ~~the~~acquisition ~~maintenance~~activities ofmay abe ~~quarterly~~found ~~leverage ratio. There are also certain non-financial covenants~~ in ~~place~~Note ~~limiting us from~~2, ~~among other things~~Acquisitions, ~~incurring other indebtedness, creating any liens on our properties, entering into merger or consolidation transactions, disposing~~ of ~~all or substantially all of our assets and payment of certain dividends and distributions. We were in compliance with all financial and nonfinancial covenants of~~ the ~~Credit~~Notes ~~Agreement~~to asConsolidated ofFinancial ~~December 31, 2024~~Statements.

~~The~~Financing ~~Credit Agreement requires mandatory prepayments of the principal amount if there is excess cash flow, as defined, during a calendar year.~~Activities

~~The~~Net ~~Credit~~cash ~~Agreement~~provided ~~permits~~by ~~voluntary~~financing ~~principal~~activities ~~prepayments,~~ in ~~whole~~the oryear inended ~~part,~~December ~~in whole or in part~~31, ~~with~~2025 nototaled ~~premium for any prepayments made~~$439.2 Any voluntary loan prepayments are applied to reduce future scheduled installments of principal in the order specified by the Company, or if the Company does not specify, the prepayment is applied to reduce the scheduled installments of principal in direct order of maturitymillion. ~~Voluntary~~We ~~prepayments~~borrowed ~~totaling~~ $~~614~~445.60 million ~~were made~~ under ~~the~~our Credit Agreement ~~during the year ended December 31, 2024. These voluntary prepayments exceeded the total amount of quarterly mandatory principal payments~~ for the ~~remainder~~acquisition of ~~the~~LMB ~~Term~~and ~~Loan~~paid $8.9 ~~Accordingly,~~million ~~the~~for ~~next~~debt ~~term~~issuance ~~loan principal payment is due on May 10, 2030~~costs. There were no ~~voluntary~~principal ~~prepayments~~payments ~~during~~made ~~the~~on ~~year~~our ~~ended~~Credit ~~December 31, 2023~~Agreement.

AtNet cash provided by financing activities in the year ended December 31, 2024, ~~there~~of ~~was~~ $~~281~~370.40 million ~~outstanding~~was ~~under~~principally related to the ~~Credit~~net ~~Agreement,~~proceeds received from our IPO and ~~there~~Follow-on ~~remained~~Offering ~~available~~of $~~100~~637.0 million inand ~~Delayed~~proceeds ~~Draw~~from ~~Term~~the ~~Loans~~August ~~Commitment~~26, ~~and~~2024 aborrowing of $50360.0 million ~~Revolving~~incremental ~~Line~~term loan for the acquisition of AAI, partially offset by payments on our Credit Agreement of $617.9 million.

InCredit ~~connection~~Agreement ~~with the pending LMB acquisition expected to close in the third quarter of 2025, we entered into the Commitment Letter. See above under “—Recent Developments.”~~

~~Other~~Our ~~Obligations~~long-term ~~and~~debt ~~Commitments~~consists primarily of borrowings under our Credit Agreement.

~~See~~On ~~Note~~March 826, ~~Long-Term Debt~~2024, the Credit Agreement was amended to extend the termination date of the ~~Notes~~Delayed toDraw ~~Consolidated~~Term ~~Financial~~Loans ~~Statements~~Commitment ~~for~~by ~~information~~approximately ~~regarding~~nine ~~our~~months, ~~long-term~~extending ~~debt~~it ~~obligations~~from April 1, 2024 to December 31, 2024.

~~Leases~~On April 10, 2024, the Credit Agreement was amended to permit certain non-pro rata open market purchases of term loans pursuant to open market purchases. On that date, we also entered into that certain Master Open Market Purchase Agreement, by and lender and the Company. (the “Master Open Market Purchase Agreement”) to repurchase term loans on a non-pro rata basis subject to certain conditions as set forth therein.

WeOn ~~lease~~May ~~certain~~3, ~~facilities~~2024, ~~and~~the ~~equipment~~Company ~~under~~used ~~financing~~a ~~and~~portion ~~operating~~of ~~leases~~the ~~that~~net ~~expire~~proceeds atfrom ~~various~~its ~~dates~~IPO ~~through~~to ~~the~~repay ~~year 2044~~$284.6 ~~Future~~million aggregate ~~rental~~principal ~~payments~~amount ~~under~~of ~~non-cancelable~~term ~~financing~~loans ~~and~~under ~~operating~~its ~~leases~~Credit asAgreement ofplus ~~December~~accrued ~~31,~~interest ~~2024~~of ~~were as follows:~~ $10.73 million ~~in 2025, $1~~.6 ~~million~~The inCompany ~~2026,~~wrote-off $10.58 million in ~~2027,~~unamortized ~~$1.4~~debt ~~million~~issuance incosts ~~2028,~~and expensed $10.38 million in ~~2029~~refinancing ~~and~~costs ~~$7.3~~associated ~~million~~with ~~thereafter.~~the ~~See~~amendment ~~Note 14, Leases,~~ of the ~~Notes~~Credit ~~to Consolidated Financial Statements for information pertaining to future minimum lease payments relating to our operating and finance lease obligations~~Agreement.

~~Off-Balance~~On ~~Sheet~~May ~~Arrangements~~10, 2024, the Credit Agreement was amended to extend the maturity date to May 10, 2030 from April 2, 2026 and reduce the applicable margin by between 2.0 and 2.5 percentage points based on the Company’s leverage ratio. At the Company’s election, interest on loans will accrue at the SOFR rate plus the applicable margin of 4.75% or at the base rate plus the applicable margin of 3.75% as long as the Company maintains a leverage ratio of less than 5.5 to 1. The Company also increased the existing availability under its Delayed Draw Term Loans commitment to $100 million, which terminates if not drawn upon by May 10, 2026. In addition, the existing Revolving Line of Credit under the Credit Agreement was replaced with a new Revolving Line of Credit commitment of $50 million. The unused portion of the Revolving Line of Credit carries a commitment fee of 0.375%. Loans outstanding under the Revolving Line of Credit, if any, mature on May 10, 2029. The Company capitalized approximately $0.9 million in debt issuance costs associated with the amendment.

AsOn ofAugust ~~December 31~~26, 2024, wethe ~~did~~Credit ~~not~~Agreement ~~have~~was ~~any~~amended ~~off-balance~~to ~~sheet~~make ~~arrangements,~~available asto ~~defined~~the inCompany ~~Regulation~~an ~~S-K,~~incremental ~~that~~term ~~have~~loan orin ~~are~~an ~~reasonably~~aggregate ~~likely~~principal amount equal to ~~have~~$360.0 million for purposes of (i) paying a ~~current~~portion orof ~~future~~the ~~effect~~consideration onpayable ~~our~~for ~~financial~~the ~~condition,~~purchase ~~results~~all the issued and outstanding equity interests of ~~operations~~AAI, or(ii) ~~cash~~paying ~~flows.~~fees and expenses incurred in connection with the foregoing, and (iii) otherwise to fund working capital and general corporate purposes.

~~Critical~~On ~~Accounting~~December ~~Estimates~~17, 2024, the Company used the net proceeds from its Follow-on Offering and cash from operations to repay $330.0 million aggregate principal amount of term loans under its Credit Agreement plus accrued interest of $1.5 million. The Company wrote-off $4.8 million in unamortized debt issuance costs as a result.

~~Our~~On ~~consolidated~~August ~~financial~~1, ~~statements~~2025, ~~have~~the ~~been~~Credit ~~prepared~~Agreement inwas ~~conformity~~amended ~~with~~to ~~U.S.~~reduce ~~GAAP~~the ~~and~~applicable ~~include~~margin ~~the~~by ~~accounts~~0.5%. ofAt the Company's ~~and its subsidiaries. Often~~election, ~~management’s~~interest ~~judgment~~on isloans ~~needed~~will inaccrue at the ~~selection~~SOFR ~~and~~rate ~~application~~plus ofthe ~~certain~~applicable ~~accounting~~margin ~~policies~~of ~~and methods~~4.25% ~~However,~~or ~~investors~~at ~~are cautioned that~~ the ~~sensitivity~~base ofrate ~~financial~~plus ~~statements~~the toapplicable ~~these~~margin ~~methods,~~of ~~assumptions~~3.25% ~~and~~as ~~estimates~~long ~~could~~as ~~create~~the ~~materially~~Company ~~different~~maintains ~~results~~a ~~under~~leverage ~~different~~ratio ~~conditions~~of orless ~~using~~than ~~different assumptions~~5.5 to 1.

WeOn ~~believe~~November ~~that~~25, 2025, the ~~following~~Credit ~~are~~Agreement ~~our~~was ~~most~~amended ~~critical~~to ~~accounting~~increase ~~policies~~the ~~that~~Delayed ~~require~~Draw ~~management~~Term toLoans ~~make~~commitment ~~judgments~~by ~~about~~an ~~matters~~aggregate ~~that~~principal ~~are~~amount ~~inherently~~of ~~uncertain.~~$175 ~~For~~million ~~additional~~for ~~significant~~a ~~accounting~~total ~~policies,~~Delayed ~~see~~Draw ~~Note~~Term 3,Loans ~~Summary~~commitment ofin ~~Significant~~an ~~Accounting~~aggregate ~~Policies~~principal amount equal to $275 million. In addition, the availability period of the ~~Notes~~Delayed toDraw ~~the~~Term ~~Consolidated~~Loans ~~Financial~~commitment ~~Statements~~was extended to September 30, 2026.

~~Inventories~~On December 23, 2025, the Credit Agreement was amended to make available to the Company an incremental term loan in an aggregate principal amount equal to $445 million for purposes of (i) paying a portion of the consideration for the LMB acquisition, (ii) financing the payment of LMB debt, (iii) paying fees and expenses incurred in connection with the foregoing, and (iv) otherwise to fund working capital and general corporate purposes.

~~Inventories~~Borrowings ~~are~~under ~~stated at~~ the ~~lower~~term ofloans, ~~cost~~the orDelayed ~~net~~Draw ~~realizable~~Term ~~value.~~Loans ~~Cost~~and ~~of inventories is determined primarily using~~ the ~~weighted-average~~Revolving ~~cost~~Line ~~method~~ of ~~inventory~~Credit ~~accounting.~~may ~~Write-downs~~be ~~for~~designated ~~slow-moving~~as ~~and~~a ~~obsolete~~SOFR ~~inventories~~loan ~~are~~or ~~provided~~base ~~based~~rate onloan ~~current~~at ~~assessments about future product demand, production requirements for~~ the ~~next~~option 12of ~~months and usage for~~ the ~~last 12 months~~borrower. ~~Where~~The weinterest ~~estimate~~rate ~~that~~on the ~~net~~SOFR ~~realizable~~rate ~~value~~loans isaccrued ~~below~~interest ~~cost~~at or have determined that future demand is lower than current inventory levels based on historical experience, current and projected market demand, current and projected volume trends and other relevant current and projected factors associated with the ~~current~~SOFR ~~economic~~rate ~~conditions,~~plus a ~~reduction~~margin ~~in inventory cost to estimated net realizable value is recorded as a charge included in cost~~ of sales. Management believes that our estimates of excess and obsolete inventory are reasonable and material changes in future estimates or assumptions used to calculate our estimates are unlikely. However, actual results may differ materially from the estimates and additional provisions may be required in the future.

3836

~~Acquisitions~~Table ~~and~~of ~~Investments, and Goodwill and Other Indefinite-Lived Intangible Assets~~ Contents

We4.25%. ~~allocate~~The ~~the~~interest ~~purchase~~rate ~~price~~on ofthe ~~acquired~~base ~~entities~~rate toloans ~~the~~accrue ~~underlying~~interest ~~tangible~~at ~~and~~the ~~identifiable~~base ~~intangible~~rate ~~assets~~plus ~~acquired~~a ~~and~~margin ~~liabilities~~of ~~assumed~~3.25%. ~~based~~Interest onis ~~their~~paid ~~estimated~~every ~~fair~~one, ~~values~~two, ~~with~~three ~~any~~or ~~excess~~six ~~recorded~~months asat ~~goodwill.~~the ~~The~~option ~~valuations~~ of the ~~acquired~~Company. ~~assets~~The ~~and~~unused ~~liabilities~~portion ~~will~~of ~~impact~~ the ~~determination~~Revolving Line of ~~future~~Credit ~~operating~~carries ~~results.~~a ~~Determining~~commitment ~~the~~fee ~~fair value~~ of ~~assets~~0.375%. weThe ~~acquire~~weighted ~~and~~average ~~liabilities~~interest werate ~~assume~~for ~~requires~~all ~~management’s~~outstanding ~~judgment~~loans ~~and~~under ~~often involves~~ the ~~use~~Credit ofAgreement ~~significant~~was ~~estimates~~8.0% ~~and~~at ~~assumptions,~~December ~~including assumptions with respect to future cash inflows and outflows~~31, ~~discount rates~~2025, ~~asset lives~~ and ~~market~~the ~~multiples,~~annual ~~among~~effective ~~other~~interest ~~items.~~rate Weunder ~~determine~~ the ~~fair~~Credit ~~values~~Agreement ofwas ~~intangible assets acquired generally in consultation with third-party valuation advisors~~9.0% ~~Fair~~at ~~value~~December ~~adjustments~~31, ~~to the assets and liabilities are recognized and the results of operations of the acquired business are included in our consolidated financial statements from the effective date of the acquisition~~2025.

~~Intangible~~The ~~assets~~Credit ~~other~~Agreement ~~than~~requires ~~goodwill~~the ~~are~~maintenance ~~recognized~~of ifa ~~the~~quarterly ~~benefit~~leverage ofratio. ~~the~~There ~~intangible~~are ~~asset~~also iscertain ~~obtained~~non-financial ~~through~~covenants ~~contractual~~in orplace ~~other~~limiting ~~legal~~us ~~rights~~from, oramong ifother ~~the~~things, ~~intangible~~incurring ~~asset~~other ~~can~~indebtedness, becreating ~~sold,~~any ~~transferred,~~liens ~~licensed~~on orour ~~exchanged~~properties, ~~regardless~~entering ofinto ~~the~~merger ~~Company’s~~or ~~intent~~consolidation totransactions, dodisposing ~~so.~~of ~~Goodwill~~all ~~and~~or ~~identifiable~~substantially ~~intangible~~all ~~assets~~of ~~are~~our ~~recorded~~assets atand ~~their~~payment ~~estimated~~of ~~fair~~certain ~~value~~dividends onand ~~the~~distributions. ~~date~~We ofwere ~~acquisition~~in ~~and~~compliance ~~are~~with ~~reviewed~~all atfinancial ~~least~~and ~~annually~~nonfinancial ~~for~~covenants ~~impairment~~of ~~based~~the onCredit ~~cash~~Agreement ~~flow~~as ~~projections~~of ~~and~~December ~~fair~~31, ~~value estimates~~2025.

WeThe doCredit ~~not~~Agreement ~~amortize~~requires ~~goodwill~~mandatory ~~and~~prepayments ~~other intangible assets that are deemed to have indefinite lives. These assets are reviewed for impairment at least annually, on the first day~~ of the ~~fourth~~principal ~~quarter,~~amount ~~using~~if ~~either~~there ais ~~qualitative~~excess orcash ~~quantitative~~flow, ~~analysis.~~as ~~Additionally~~defined, ~~goodwill~~during ~~is evaluated for impairment whenever an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of~~ a ~~reporting~~calendar ~~unit is less than its carrying amount~~year.

~~When~~The ~~evaluating~~Credit ~~whether~~Agreement ~~goodwill~~permits isvoluntary ~~impaired~~principal prepayments, wein ~~perform~~whole aor ~~qualitative~~in ~~assessment~~part, toin ~~determine~~whole ifor itin is more likely than not that its fair value is less than its carrying amount. If the qualitative assessment determines that it is more likely than not that its fair value is less than its carrying amountpart, ~~the fair value of the reporting unit is compared~~ with ~~its~~no ~~carrying~~premium ~~value~~for ~~(including~~any ~~goodwill)~~prepayments made. IfAny ~~the~~voluntary ~~fair~~loan ~~value~~prepayments ofare ~~the~~applied ~~reporting~~to ~~unit~~reduce isfuture ~~less~~scheduled ~~than~~installments ~~its carrying value, an indication~~ of ~~goodwill~~principal ~~impairment~~in ~~exists for~~ the ~~reporting~~order ~~unit,~~specified ~~and~~by ~~we must measure~~ the ~~impairment loss. The impairment loss~~Company, or if ~~any, is recognized for any excess of~~ the ~~carrying~~Company ~~amount~~does ofnot ~~the reporting unit~~specify, ~~including goodwill, over its fair value. Fair value of~~ the ~~reporting~~prepayment ~~unit~~ is ~~determined~~applied ~~using~~to areduce ~~discounted cash flow analysis. If~~ the ~~fair~~scheduled ~~value~~installments of ~~the~~principal ~~reporting~~in ~~unit~~direct ~~exceeds~~order ~~its~~of ~~carrying value, no further impairment analysis is needed~~maturity. ~~For~~Voluntary ~~purposes~~prepayments oftotaling ~~testing goodwill for impairment, we operate as a single reporting unit~~$614.6 ~~The~~million ~~determination~~were ofmade ~~fair~~under ~~value~~the ~~requires~~Credit ~~management~~Agreement toduring ~~make~~the ayear ~~number~~ended ofDecember ~~estimates~~31, ~~assumptions and judgments of underlying factors such as projected revenues and related earnings~~2024. ~~Based~~There ~~upon~~were ~~the annual goodwill impairment test, we determined that there was~~ no ~~impairment~~voluntary ofprepayments ~~our~~during ~~goodwill~~the asyears ofended December 31, ~~2024~~2025 and 2023.

WeAt ~~test~~December ~~other~~31, ~~intangible~~2025, ~~assets~~there ~~(primarily~~was ~~customer relationships) for impairment if events or circumstances indicate that the assets might be impaired~~$726.4 ~~The~~million ~~test~~outstanding ~~consists~~under ~~of determining whether~~ the ~~carrying~~Credit ~~value of the assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted future cash flows is less than the carrying amount of those assets~~Agreement, weand ~~record~~there anremained ~~impairment~~available ~~loss~~$275 ~~based~~million onin ~~the~~Delayed ~~excess~~Draw ofTerm ~~the~~Loans ~~carrying~~Commitment ~~amount~~and ~~over the fair value of the assets. The determination of fair value requires management to make~~ a ~~number~~$50 ofmillion ~~estimates,~~Revolving ~~assumptions~~Line ~~and judgments~~ of ~~underlying factors such as projected revenues and related earnings~~Credit. ~~We did not recognize any impairment losses in the years ended December 31, 2024 and 2023.~~

~~Recent~~Other ~~Accounting~~Obligations ~~Pronouncements~~and Commitments

See Note 38, ~~Summary~~Long-Term ~~of Significant Accounting Policies—Recent Accounting Pronouncements~~Debt, of the Notes to Consolidated Financial Statements for ~~additional~~ information regarding our long-term debt obligations.

~~Non-GAAP~~Leases ~~Financial Measures~~

We ~~present~~lease ~~below~~ certain ~~financial~~facilities ~~information~~and ~~based~~equipment onunder ~~our~~financing ~~EBITDA, Adjusted EBITDA,~~ and ~~Adjusted~~operating ~~EBITDA~~leases ~~Margin.~~that ~~References~~expire toat ~~“EBITDA”~~various ~~mean~~dates ~~earnings~~through ~~before~~the ~~interest,~~year ~~taxes,~~2043. ~~depreciation~~Future ~~and~~aggregate ~~amortization,~~rental ~~references~~payments tounder ~~“Adjusted~~non-cancelable ~~EBITDA”~~financing ~~mean~~and ~~EBITDA~~operating ~~plus,~~leases as ~~applicable~~of ~~for~~December ~~each relevant period~~31, ~~certain~~2025 ~~adjustments~~were as ~~set~~follows: ~~forth~~$2.0 million in ~~the~~2026, ~~reconciliations~~$1.9 ofmillion ~~net~~in ~~loss~~2027, to$1.7 ~~EBITDA~~million ~~and~~in ~~Adjusted EBITDA~~2028, ~~and~~$1.6 ~~references~~million toin ~~“Adjusted~~2029, ~~EBITDA Margin” refer to Adjusted EBITDA divided by net sales~~$1.4 ~~EBITDA,~~million ~~Adjusted~~in ~~EBITDA~~2030, and ~~Adjusted~~$6.0 ~~EBITDA~~million ~~Margin are not measurements of financial performance under U~~thereafter.S. ~~GAAP.~~See WeNote ~~present EBITDA~~13, ~~Adjusted EBITDA~~Leases, ~~and~~of ~~Adjusted~~the ~~EBITDA~~Notes ~~Margin~~to ~~because~~Consolidated weFinancial ~~believe~~Statements ~~they are useful indicators~~ for ~~evaluating~~information ~~operating~~pertaining ~~performance. In addition, our management uses Adjusted EBITDA~~ to ~~review~~future ~~and~~minimum ~~assess~~lease ~~the~~payments ~~performance~~relating ~~of the management team in connection with employee incentive programs and~~ to ~~prepare~~our ~~its~~operating ~~annual budget~~ and ~~financial~~finance ~~projections.~~lease ~~Moreover, our management uses Adjusted EBITDA of target companies to evaluate acquisitions~~obligations.

~~Although we use EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin as measures to assess the performance of our business and for the other purposes set forth above, the use of non~~Off-~~GAAP~~Balance ~~financial~~Sheet ~~measures~~Arrangements as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:

~~EBITDA,~~As ~~Adjusted~~of ~~EBITDA~~December 31, ~~and~~2025, ~~Adjusted~~we ~~EBITDA~~did ~~Margin do~~ not ~~reflect~~have ~~the~~any ~~significant~~off-balance ~~interest~~sheet ~~expense~~arrangements, oras ~~the~~defined ~~cash~~in ~~requirements~~Regulation S-K, ~~necessary~~that have or are reasonably likely to ~~service~~have ~~interest~~a ~~payments~~current or future effect on our ~~indebtedness;~~financial condition, results of operations, or cash flows.

39Critical Accounting Estimates

~~although~~Our ~~depreciation~~consolidated ~~and~~financial ~~amortization~~statements ~~are~~have ~~non-cash~~been ~~charges,~~prepared in conformity with U.S. GAAP and include the ~~assets~~accounts ~~being~~of ~~depreciated~~the Company and ~~amortized~~its ~~will~~subsidiaries. ~~often~~Often, ~~have~~management’s tojudgment beis ~~replaced~~needed in the ~~future,~~selection and ~~the~~application ~~cash~~of ~~requirements~~certain ~~for~~accounting ~~such~~policies ~~replacements~~and methods. However, investors are ~~not~~cautioned ~~reflected~~that inthe ~~EBITDA,~~sensitivity ~~Adjusted~~of ~~EBITDA~~financial statements to these methods, assumptions and ~~Adjusted~~estimates ~~EBITDA~~could ~~Margin;~~create materially different results under different conditions or using different assumptions.

~~EBITDA,~~We ~~Adjusted~~believe ~~EBITDA,~~that ~~and~~the ~~Adjusted~~following ~~EBITDA~~are ~~Margin~~our ~~exclude~~most ~~the~~critical ~~cash~~accounting ~~expense~~policies wethat ~~have~~require ~~incurred~~management to ~~integrate~~make ~~acquired~~judgments ~~businesses~~about ~~into~~matters ~~our~~that ~~operations,~~are ~~which~~inherently isuncertain. aFor ~~necessary~~additional ~~element~~significant accounting policies, see Note 3, Summary of ~~certain~~Significant Accounting Policies, of ~~our~~the ~~acquisitions;~~Notes to the Consolidated Financial Statements.

~~the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA~~Acquisitions, ~~Adjusted~~and ~~EBITDA,~~Goodwill and ~~Adjusted~~Other ~~EBITDA~~Indefinite-Lived ~~Margin;~~Intangible ~~and~~Assets

~~EBITDA,~~We ~~Adjusted~~allocate ~~EBITDA~~the purchase price of acquired entities to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, with any excess recorded as goodwill. The valuations of the acquired assets and ~~Adjusted~~liabilities ~~EBITDA~~will ~~Margin~~impact dothe ~~not~~determination ~~include~~of future operating results. Determining the ~~payment~~fair value of ~~taxes~~assets we acquire and liabilities we assume requires management’s judgment and often involves the use of significant estimates and assumptions, ~~which~~including isassumptions awith ~~necessary~~respect ~~element~~to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. We determine the fair values of ~~our~~intangible assets acquired generally in consultation with third-party valuation advisors. Fair value adjustments to the assets and liabilities are recognized and the results of operations of the acquired business are included in our consolidated financial statements from the effective date of the acquisition.

~~Because~~Intangible ofassets ~~these~~other ~~limitations,~~than ~~EBITDA,~~goodwill ~~Adjusted~~are ~~EBITDA,~~recognized ~~and~~if ~~Adjusted~~the ~~EBITDA~~benefit ~~Margin~~of ~~should~~the ~~not~~intangible beasset ~~considered~~is asobtained ~~measures~~through ofcontractual ~~cash~~or ~~available~~other tolegal usrights, toor ~~invest~~if in the ~~growth~~intangible ofasset ~~our~~can ~~business.~~be ~~Management compensates for these limitations by not viewing EBITDA~~sold, ~~Adjusted EBITDA~~transferred, ~~and~~licensed ~~Adjusted~~or ~~EBITDA Margin in isolation and specifically by using other U.S. GAAP measures~~exchanged, ~~such~~regardless asof ~~net~~the ~~sales~~Company’s ~~and~~intent ~~operating profit,~~ to ~~measure~~do ~~our operating performance~~so. ~~EBITDA,~~Goodwill ~~Adjusted EBITDA,~~ and ~~Adjusted~~identifiable ~~EBITDA~~intangible ~~Margin~~assets are ~~not~~recorded ~~measurements~~at oftheir ~~financial~~estimated ~~performance~~fair ~~under~~value ~~U.S.~~on ~~GAAP,~~the ~~and~~date ~~they~~of ~~should~~acquisition ~~not~~and beare ~~considered~~reviewed asat ~~alternatives~~least toannually ~~net~~for ~~loss~~impairment orbased on cash flow ~~from~~projections ~~operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA,~~ and ~~Adjusted~~fair ~~EBITDA~~value ~~Margin may not be comparable to the calculations of similarly titled measures reported by other companies~~estimates.

The following table sets forth a reconciliation of net loss to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the years ended December 31, 2024 and 2023 (in thousands unless otherwise indicated): 37

	Year Ended December 31,
	2024			2023
Net income (loss)	$	22,231		$	(4,615	)
Adjustments:
Interest expense, net		52,112			67,054
Refinancing costs		6,459			—
Income tax provision		6,830			7,052
Operating income		87,632			69,491
Depreciation		11,244			9,938
Amortization		31,826			28,086
EBITDA		130,702			107,515
Adjustments:
Recognition of inventory step-up (1)		1,102			603
Other income (2)		(4,452	)		(762	)
Transaction expenses (3)		3,390			3,394
Stock-based compensation (4)		11,103			372
Acquisition and facility integration costs (5)		4,491			1,621
Adjusted EBITDA	$	146,336		$	112,743
Net sales	$	402,819		$	317,477
Net income (loss) margin		5.5	%		(1.4	)%
Adjusted EBITDA Margin		36.3	%		35.5	%

Table of Contents

~~Represents~~We ~~accounting~~do ~~adjustments~~not amortize goodwill and other intangible assets that are deemed to ~~inventory~~have ~~associated~~indefinite ~~with~~lives. ~~acquisitions~~These assets are reviewed for impairment at least annually, on the first day of ~~businesses~~the fourth quarter, using either a qualitative or quantitative analysis. Additionally, goodwill is evaluated for impairment whenever an event occurs or circumstances change that ~~were~~would ~~charged~~indicate tothat ~~cost~~it is more likely than not that the fair value of ~~sales~~a ~~when~~reporting ~~inventory~~unit ~~was~~is ~~sold~~less than its carrying amount.

~~Represents~~When evaluating whether goodwill is impaired, we perform a ~~$2.9~~qualitative ~~million~~assessment ~~reduction~~to indetermine if it is more likely than not that its fair value is less than its carrying amount. If the ~~estimated~~qualitative ~~contingent~~assessment ~~purchase~~determines ~~price~~that ~~for~~it is more likely than not that its fair value is less than its carrying amount, the ~~CAV~~fair ~~acquisition~~value ~~and~~of $1the reporting unit is compared with its carrying value (including goodwill).7 ~~million~~If ofthe ~~proceeds~~fair ~~from~~value of the ~~settlement~~reporting unit is less than its carrying value, an indication of ~~buyer-side~~goodwill ~~representations~~impairment exists for the reporting unit, and ~~warranties~~we ~~insurance~~must ~~covering~~measure the ~~acquisition~~impairment loss. The impairment loss, if any, is recognized for any excess of ~~DAC~~the ~~during~~carrying amount of the ~~year~~reporting ~~ended~~unit, ~~December~~including 31goodwill, ~~2024~~over ~~and~~its infair ~~2023~~value. ~~represents~~Fair value of the reporting unit is determined using a ~~grant~~discounted ~~from~~cash flow analysis. If the Ufair value of the reporting unit exceeds its carrying value, no further impairment analysis is needed.S For purposes of testing goodwill for impairment, we operate as a single reporting unit. ~~Department~~The determination of ~~Transportation~~fair ~~under~~value requires management to make a number of estimates, assumptions and judgments of underlying factors such as projected revenues and related earnings. Based upon the ~~Aviation~~annual ~~Manufacturing~~goodwill ~~Jobs~~impairment ~~Protection~~test, ~~Program~~we determined that there was no impairment of our goodwill as of December 31, 2025, 2024 and 2023.

~~Represents~~We ~~third~~test ~~party~~other ~~transaction-related~~intangible ~~costs~~assets (primarily customer relationships) for ~~acquisitions~~impairment ~~comprising~~if ~~deal~~events ~~fees~~or circumstances indicate that the assets might be impaired. The test consists of determining whether the carrying value of the assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, ~~legal~~we record an impairment loss based on the excess of the carrying amount over the fair value of the assets. The determination of fair value requires management to make a number of estimates, ~~financial~~assumptions and ~~tax~~judgments ~~due~~of ~~diligence~~underlying ~~expenses,~~factors such as projected revenues and ~~valuation~~related ~~costs~~earnings. ~~that~~We ~~are~~did ~~required~~not torecognize beany ~~expensed~~impairment aslosses ~~incurred~~in the years ended December 31, 2025, 2024, and 2023.

~~Represents~~Recent ~~the~~Accounting ~~non-cash~~Pronouncements ~~compensation expense recognized by the Company for equity awards.~~

~~Represents~~See ~~costs~~Note ~~incurred~~3, toSummary ~~integrate~~of ~~acquired~~Significant ~~businesses~~Accounting ~~and~~Policies—Recent ~~product~~Accounting ~~lines~~Pronouncements, ~~into~~of ~~our~~the ~~operations,~~Notes ~~facility~~to ~~relocation~~Consolidated ~~costs~~Financial ~~and~~Statements ~~other~~for ~~acquisition-related~~additional ~~costs~~information.

~~JOBS~~Non-GAAP ~~Act~~Financial ~~Election~~ Measures

We ~~are~~present ~~currently~~below ancertain financial information based on our EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin. References to “~~emerging~~EBITDA” ~~growth~~mean ~~company~~earnings before interest, taxes, depreciation and amortization, references to “Adjusted EBITDA” mean EBITDA plus, as ~~defined~~applicable for each relevant period, certain adjustments as set forth in the ~~JOBS~~reconciliations ~~Act.~~of ~~Under~~net ~~the~~loss ~~JOBS~~to ~~Act~~EBITDA and Adjusted EBITDA, ~~emerging~~and ~~growth~~references ~~companies~~to ~~can~~“Adjusted ~~delay~~EBITDA ~~adopting~~Margin” ~~new~~refer orto ~~revised~~Adjusted ~~accounting~~EBITDA ~~standards~~divided ~~until~~by ~~such~~net ~~time~~sales. asEBITDA, ~~those~~Adjusted ~~standards~~EBITDA, ~~apply~~and toAdjusted ~~private~~EBITDA ~~companies~~Margin are not measurements of financial performance under U.S. GAAP. We ~~have~~present ~~elected~~EBITDA, toAdjusted ~~use~~EBITDA, ~~this~~and ~~extended~~Adjusted ~~transition~~EBITDA ~~period~~Margin ~~for~~because ~~complying~~we ~~with~~believe ~~new~~they orare ~~revised~~useful ~~accounting~~indicators ~~standards~~for ~~that~~evaluating ~~have~~operating ~~different~~performance. ~~effective~~In ~~dates~~addition, ~~for~~our ~~public~~management ~~and~~uses ~~private~~Adjusted ~~companies~~EBITDA ~~until~~to review and assess the ~~earlier~~performance of the ~~date~~management weteam ~~(i)~~in ~~are~~connection nowith ~~longer~~employee anincentive ~~emerging~~programs ~~growth~~and ~~company~~to orprepare ~~(ii)~~its ~~affirmatively~~annual budget and financial projections. Moreover, our management uses Adjusted EBITDA of target companies to evaluate acquisitions.

40Although we use EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin as measures to assess the performance of our business and for the other purposes set forth above, the use of non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:

•

~~irrevocably~~EBITDA, ~~opt~~Adjusted ~~out~~EBITDA, ofand ~~the~~Adjusted ~~extended~~EBITDA ~~transition~~Margin ~~period~~do ~~provided~~not inreflect the ~~JOBS~~significant ~~Act.~~interest ~~As a result~~expense, ~~our~~or ~~financial~~the ~~statements~~cash ~~may~~requirements, ~~not~~necessary ~~be comparable~~ to ~~companies~~service ~~that~~interest ~~comply~~payments ~~with~~on ~~new~~our orindebtedness; ~~revised accounting pronouncements as of public company effective dates.~~

•

~~Internal~~although ~~Controls~~depreciation and ~~Procedures~~amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the cash requirements for such replacements are not reflected in EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin;

•

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public companyEBITDA, weAdjusted ~~are now required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act~~EBITDA, ~~which require our management to certify financial~~ and ~~other~~Adjusted ~~information~~EBITDA inMargin ~~our~~exclude ~~quarterly and annual reports and provide an annual management report on~~ the ~~effectiveness~~cash ofexpense ~~our internal control over financial reporting. Though~~ we ~~are~~have ~~required~~incurred to ~~disclose~~integrate ~~material~~acquired ~~changes~~businesses ~~made~~into to our ~~internal~~operations, ~~controls~~which ~~and~~is ~~procedures on~~ a ~~quarterly~~necessary ~~basis,~~element ~~we are not required tomake our first assessment~~ of ~~the~~certain ~~effectiveness~~ of our ~~internal~~acquisitions; ~~control over financial reporting under Section 404 until our second annual report on Form 10-K after we become a public company.~~

•

~~Further, our independent registered public accounting firm is not yet required to formally attest to~~ the ~~effectiveness~~omission of ~~our~~the ~~internal~~substantial ~~controls~~amortization ~~over~~expense ~~financial~~associated ~~reporting~~with ~~and~~our ~~will~~intangible ~~not~~assets befurther ~~required~~limits ~~to do so for as long as we are an “emerging growth company” pursuant to~~ the ~~provisions~~usefulness of ~~the~~EBITDA, ~~JOBS~~Adjusted ~~Act.~~EBITDA, ~~See~~and ~~"Risks~~Adjusted ~~Related~~EBITDA toMargin; ~~Ownership~~and ~~of Our Common Stock."~~

•

~~Item~~EBITDA, ~~7A.~~Adjusted ~~Quantitative~~EBITDA, and ~~Qualitative~~Adjusted ~~Disclosures~~EBITDA ~~About~~Margin ~~Market~~do ~~Risk~~not include the payment of taxes, which is a necessary element of our operations.

~~Interest~~Because ~~Rate~~of ~~Risk~~these limitations, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin should not be considered as measures of cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in isolation and specifically by using other U.S. GAAP measures, such as net sales and

Our primary exposure to interest rate risk results from outstanding borrowings under the Credit Agreement, which has a floating interest rate component. We estimate that a 1.0% increase in the applicable average interest rates for the year ended December 31, 2024 would have resulted in an estimated $2.8 million increase in interest expense. See “—Liquidity and Capital Resources—Credit Agreement” above. 38

WeTable ~~had cash~~ of $54.1 million as of December 31, 2024 which is held for working capital and general corporate purposes. We do not have cash equivalents, restricted cash or marketable securities and we do not enter into investments for trading or speculative purposes. Our cash holdings in interest bearing accounts are exposed to market risk due to fluctuations in interest rates, which may affect our interest income. Contents

Weoperating ~~will~~profit, ~~continue~~ to ~~monitor~~measure ~~market~~our ~~risk~~operating ~~due~~performance. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to ~~fluctuations~~net loss or cash flow from operations determined in ~~interest~~accordance ~~rates~~with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA, and ~~potential~~Adjusted ~~impacts~~EBITDA Margin may not be comparable to the ~~fair~~calculations ~~value~~ of ~~our~~similarly ~~holdings~~titled ~~and~~measures ~~operating~~reported ~~cash~~by ~~flows~~other companies.

~~Inflation~~The ~~Risk~~following table sets forth a reconciliation of net loss to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the years ended December 31, 2025, 2024, and 2023 (in thousands unless otherwise indicated):

We have generally experienced increases in our costs of labor, materials and services consistent with overall rates of inflation, but we do not believe that inflation has had a material effect on our business, results of operations, or financial condition. We expect the impact of such increases will be mitigated by efforts to lower costs through manufacturing efficiencies, looking for alternative sourcing and reevaluating pricing, as we did in the year ended December 31, 2024. However, continued cost inflation and supply chain disruptions during 2025 may require similar efforts to mitigate the impact of continued cost inflation, tariffs, and supply chain disruptions on our results of operations. Our inability or failure to offset cost increases could adversely affect our business, results of operations, or financial condition.


	Year Ended December 31,
	2025		2024			2023
Net income (loss)	$	72,146	$	22,231		$	(4,615	)
Adjustments:
Interest expense, net		25,665		52,112			67,054
Refinancing costs		—		6,459			—
Income tax provision		8,432		6,830			7,052
Operating income		106,243		87,632			69,491
Depreciation		11,935		11,244			9,938
Amortization		39,065		31,826			28,086
EBITDA		157,243		130,702			107,515
Adjustments:
Recognition of inventory step-up (1)		45		1,102			603
Other expense (income) (2)		159		(4,452	)		(762	)
Transaction expenses (3)		11,281		3,390			3,394
Stock-based compensation (4)		14,931		11,103			372
Acquisition and facility integration costs (5)		5,465		4,491			1,621
Adjusted EBITDA	$	189,124	$	146,336		$	112,743
Net sales	$	496,283	$	402,819		$	317,477
Net income (loss) margin		14.5

Item 1. Legal Proceedings

Item 1A. Risk Factors

Risks Related to Our Strategy

OurRisks businessRelated dependsto onOur the availability and pricing of certain components and raw materials from suppliers.Operations

General Risks Related to Financial Matters

MarketGeneral rates of interest, any increase in which would increase the interest payable on some of our borrowings and adversely impact our cash flow;Risks

limit,Risks alongRelated with the financial and other restrictive covenants contained in the documents governing our indebtedness, among other things, our ability to borrowOur additional funds, make investments and incur liens.Indebtedness

FailureRisks toRelated comply with requirements to design,Ownership implementof andOur maintainCommon effective internal controls could have a material adverse effect on our business and stock price.Stock

Filing Compare · Loar Holdings Inc.