On March 30, 2026, the Company entered into a definitive agreement to acquire Bison Metals Technologies LLC (Bison) for approximately $135.8 million in cash, as well as $3.8 million of net debt assumed in the transaction, net of cash acquired and working capital adjustments. Bison is a U.S. manufacturer of copper tubes in Shawnee, Oklahoma for the industrial, technical, HVAC, plumbing and refrigeration markets. The acquisition complements and expands the Company’s existing businesses within the Piping Systems segment where the operating results are included in the Domestic Piping Systems Group subsequent to the acquisition date.

The purchase price is allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values at the acquisition date. The allocation, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information concerning final asset and liability valuations are obtained and management completes its assessment of the valuations during the measurement period. Changes to the purchase price allocation from the amounts presented in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2026 primarily included the final settlement of the closing statement and the valuation of inventory, property, plant, and equipment, and intangible assets. These changes resulted in a net decrease to goodwill of $104.9 million, and the impact of these measurement period adjustments to depreciation and amortization was not material to the Condensed Consolidated Statement of Income.


(In thousands)	Initial Allocation		Measurement Period Adjustments		Updated Allocation

Total consideration	$	138,269	$	1,295	$	139,564

Allocated to:
Cash	—		3,868		3,868
Inventories	17,651		5,389		23,040
Other current assets	7,020		(6,221)		799
Property, plant, and equipment	20,216		29,894		50,110

Tax-deductible goodwill	115,882		(104,927)		10,955
Intangible assets	—		73,530		73,530
Other assets	1,601		(166)		1,435
Total assets acquired	162,370		1,367		163,737

Accounts payable	15,832		292		16,124

Other current liabilities	3,026		(220)		2,806
Long-term debt	5,243		—		5,243


Total liabilities assumed	24,101		72		24,173



Net assets acquired	$	138,269	$	1,295	$	139,564

In determining the fair value of amounts above, the Company utilized various forms of the income, cost, and market approaches depending on the asset or liability being valued. The estimation of fair value required judgment related to future net cash flows, discount rates, customer attrition rates, competitive trends, market comparisons, and other factors. As a result, the Company utilized third-party valuation specialists to assist in determining the fair value of certain assets. Inputs were generally determined by taking into account independent appraisals and historical data, supplemented by current and anticipated market conditions. Management believes that the purchase price attributable to goodwill represents future expected economic benefits, including enhanced revenue growth and operational efficiencies.

The acquisition of Bison was not material to the Company's financial position or results of operations; therefore, pro forma operating results and other disclosures related to the acquisition are not presented as the results would not be significantly different than the reported results.

On December 17, 2025, the Company entered into a purchase agreement with CD OpCo Holdings, LLC pursuant to which the Company sold all of the outstanding membership interests of Sherwood Valve LLC (Sherwood) for approximately $57.0 million, net of working capital adjustments. The transaction closed on January 7, 2026. This business manufactures brass, aluminum, and stainless steel valves and fluid control solutions for the compressed gas and specialty markets in the U.S. It was included in the Industrial Metals segment. The business reported net sales of $10.5 million and operating income of $1.8 million during the third quarter of 2025, and net sales of $31.1 million and operating income of $5.4 million during the first nine months of 2025. The carrying value of the assets disposed totaled $17.7 million, consisting primarily of accounts receivable, inventories, and long-lived assets. The carrying value of the liabilities disposed totaled $2.1 million, consisting primarily of accounts payable and accrued payroll. As a result of the transaction, the Company recognized a pre-tax gain of $41.4 million on the sale of the business in the Condensed Consolidated Financial Statements during the first quarter of 2026.