10-Q

PART I: FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

Helios Technologies, Inc.

Condensed Consolidated Balance Sheets

(unaudited and in millions, except share and per share data)


	October 3, 2026			January 3, 2026
Assets
Current assets:
Cash and cash equivalents	$	72.6		$	73.0
Accounts receivable, net of allowance for credit losses of $3.5 and $1.4		137.5			116.0
Inventories, net		206.0			188.6
Income taxes receivable		10.9			15.4
Other current assets		24.5			21.9
Total current assets		451.5			414.9
Property, plant and equipment, net		207.1			206.6
Deferred income taxes		2.2			1.9
Goodwill		487.4			498.1
Other intangible assets, net		340.9			369.9
Other assets		25.1			23.1
Total assets	$	1,514.2		$	1,514.5
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	95.5		$	75.6
Accrued compensation and benefits		25.1			23.3
Other accrued expenses and current liabilities		31.1			23.0
Current portion of long-term non-revolving debt, net		—			5.4
Dividends payable		3.9			3.0
Income taxes payable		16.7			12.9
Total current liabilities		172.3			143.2
Revolving lines of credit		101.3			105.5
Long-term non-revolving debt, net		226.2			256.2
Deferred income taxes		50.0			52.4
Other noncurrent liabilities		23.7			25.7
Total liabilities		573.5			583.0
Note 15 - Commitments and contingencies
Shareholders' equity:
Preferred stock, par value $0.001, 2,000,000 shares authorized, no shares issued or outstanding		—			—
Common stock, par value $0.001, 100,000,000 shares authorized, 33,508,023 and 33,382,332 shares issued; 32,773,053 and 33,052,332 outstanding at October 3, 2026 and January 3, 2026, respectively		—			—
Capital in excess of par value		450.4			442.9
Retained earnings		586.4			539.1
Accumulated other comprehensive loss		(52.3	)		(36.9	)
Treasury stock, at cost, 734,970 and 330,000 shares, respectively		(43.8	)		(13.6	)
Total shareholders' equity		940.7			931.5
Total liabilities and shareholders' equity	$	1,514.2		$	1,514.5

See accompanying notes to condensed consolidated financial statements.

Helios Technologies, Inc.

Condensed Consolidated Statements of Operations

(unaudited and in millions, except per share data)


	Three Months Ended
	October 3, 2026			September 27, 2025
Net sales	$	229.7		$	220.3
Cost of sales		153.5			147.3
Gross profit		76.2			73.0
Selling, engineering and administrative expenses		40.6			38.2
Amortization of intangible assets		7.5			7.6
Goodwill impairment		—			25.9
Operating income		28.1			1.3
Interest expense, net		4.7			6.9
Foreign currency transaction (gain) loss, net		(0.4	)		0.6
Other non-operating expense (income), net		0.3			(19.0	)
Income before income taxes		23.5			12.8
Income tax provision		5.9			2.5
Net income	$	17.6		$	10.3

Net income per share:
Basic	$	0.54		$	0.31
Diluted	$	0.53		$	0.31

Weighted average shares outstanding:
Basic		32.9			33.1
Diluted		33.0			33.3

Dividends declared per share	$	0.12		$	0.09

See accompanying notes to condensed consolidated financial statements.

Helios Technologies, Inc.

Condensed Consolidated Statements of Operations

(unaudited and in millions, except per share data)


	Nine Months Ended
	October 3, 2026			September 27, 2025
Net sales	$	690.0		$	628.2
Cost of sales		458.7			427.9
Gross profit		231.3			200.3
Selling, engineering and administrative expenses		118.2			110.0
Amortization of intangible assets		22.6			24.1
Goodwill impairment		—			25.9
Operating income		90.5			40.3
Interest expense, net		14.5			21.3
Foreign currency transaction (gain) loss, net		(0.9	)		1.2
Other non-operating (income), net		(0.3	)		(19.4	)
Income before income taxes		77.2			37.2
Income tax provision		18.0			8.3
Net income	$	59.2		$	28.9

Net income per share:
Basic	$	1.79		$	0.87
Diluted	$	1.79		$	0.87

Weighted average shares outstanding:
Basic		33.0			33.2
Diluted		33.1			33.3

Dividends declared per share	$	0.36		$	0.27

See accompanying notes to condensed consolidated financial statements.

Helios Technologies, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited and in millions)


	Three Months Ended					Nine Months Ended
	October 3, 2026			September 27, 2025		October 3, 2026			September 27, 2025
Net income	$	17.6		$	10.3	$	59.2		$	28.9
Other comprehensive income
Foreign currency translation adjustments, net of tax		(4.1	)		0.3		(15.5	)		38.2
Unrealized gain on interest rate swaps, net of tax		—			—		0.1			—
Total other comprehensive (loss) income		(4.1	)		0.3		(15.4	)		38.2
Comprehensive income	$	13.5		$	10.6	$	43.8		$	67.1

See accompanying notes to condensed consolidated financial statements.

Helios Technologies, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

Three Months Ended

(unaudited and in millions)


															Accumulated
									Capital in						other
	Preferred		Preferred		Common		Common		excess of			Retained			comprehensive			Treasury		Treasury
	shares		stock		shares		stock		par value			earnings			loss			shares		stock			Total
Balance at July 4, 2026		—	$	—		33.5	$	—	$	448.1		$	572.7		$	(48.2	)		0.5	$	(24.3	)	$	948.3
Shares issued, restricted stock										—														—
Shares issued, ESPP										0.5														0.5
Stock-based compensation										1.9														1.9
Cancellation of shares for payment of employee tax withholding										(0.1	)													(0.1	)
Shares repurchased																			0.2		(19.5	)		(19.5	)
Dividends declared													(3.9	)										(3.9	)
Net income													17.6											17.6
Other comprehensive loss																(4.1	)							(4.1	)
Balance at October 3, 2026		—	$	—		33.5	$	—	$	450.4		$	586.4		$	(52.3	)		0.7	$	(43.8	)	$	940.7


Balance at June 28, 2025		—	$	—		33.3	$	—	$	440.7		$	515.2		$	(37.7	)		0.2	$	(6.5	)	$	911.7
Shares issued, restricted stock						0.1																		—
Shares issued, ESPP										0.5														0.5
Stock-based compensation										0.9														0.9
Cancellation of shares for payment of employee tax withholding										(0.2	)													(0.2	)
Shares repurchased																			0.1		(2.7	)		(2.7	)
Dividends declared													(3.0	)										(3.0	)
Net income													10.3											10.3
Other comprehensive income																0.3								0.3
Balance at September 27, 2025		—	$	—		33.4	$	—	$	441.9		$	522.6		$	(37.4	)		0.3	$	(9.2	)	$	917.9

See accompanying notes to condensed consolidated financial statements.

Helios Technologies, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

Nine Months Ended

(unaudited and in millions)


															Accumulated
									Capital in						other
	Preferred		Preferred		Common		Common		excess of			Retained			comprehensive			Treasury		Treasury
	shares		stock		shares		stock		par value			earnings			loss			shares		stock			Total
Balance at January 3, 2026		—	$	—		33.4	$	—	$	442.9		$	539.1		$	(36.9	)		0.3	$	(13.6	)	$	931.5
Shares issued, restricted stock						0.1				0.3														0.3
Shares issued, ESPP										1.5														1.5
Stock-based compensation										6.1														6.1
Cancellation of shares for payment of employee tax withholding										(0.4	)													(0.4	)
Shares repurchased																			0.4		(30.2	)		(30.2	)
Dividends declared													(11.9	)										(11.9	)
Net income													59.2											59.2
Other comprehensive loss																(15.4	)							(15.4	)
Balance at October 3, 2026		—	$	—		33.5	$	—	$	450.4		$	586.4		$	(52.3	)		0.7	$	(43.8	)	$	940.7


Balance at December 28, 2024		—	$	—		33.3	$	—	$	437.4		$	502.6		$	(75.6	)		—	$	—		$	864.4
Shares issued, restricted stock						0.1																		—
Shares issued, ESPP										1.4														1.4
Stock-based compensation										3.8														3.8
Cancellation of shares for payment of employee tax withholding										(0.7	)													(0.7	)
Shares repurchased																			0.3		(9.2	)		(9.2	)
Dividends declared													(9.0	)										(9.0	)
Net income													28.9											28.9
Other comprehensive income																38.2								38.2
Balance at September 27, 2025		—	$	—		33.4	$	—	$	441.9		$	522.6		$	(37.4	)		0.3	$	(9.2	)	$	917.9

See accompanying notes to condensed consolidated financial statements.

Helios Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

(unaudited and in millions)


	Nine Months Ended
	October 3, 2026			September 27, 2025
Cash flows from operating activities:
Net income	$	59.2		$	28.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		45.6			47.8
Loss on disposal of assets		0.1			0.1
(Gain) on sale of business, net of CTA Loss		(0.4	)		(18.8	)
Goodwill impairment		—			25.9
Stock-based compensation expense		6.1			3.8
Amortization of debt issuance costs		0.5			0.5
(Benefit) provision for deferred income taxes		(2.2	)		0.5
Forward contract losses, net		—			0.5
Other, net		3.7			0.6
(Increase) decrease in:
Accounts receivable, net		(24.1	)		(35.4	)
Inventories		(20.9	)		1.0
Income taxes receivable		4.4			3.5
Other current assets		(3.1	)		1.7
Other assets		1.6			3.7
Increase (decrease) in:
Accounts payable		20.9			20.3
Accrued expenses and other liabilities		11.8			3.8
Income taxes payable		4.0			(4.3	)
Other noncurrent liabilities		(1.5	)		(2.8	)
Net cash provided by operating activities		105.7			81.3
Cash flows from investing activities:
Business acquisitions, net of cash acquired		(1.7	)		—
Divestiture of Business, net of cash used		0.4			(1.6	)
Capital expenditures		(25.5	)		(18.2	)
Proceeds from dispositions of property, plant and equipment		—			0.2
Software development costs		(2.2	)		(2.0	)
Net cash used in investing activities		(29.0	)		(21.6	)
Cash flows from financing activities:
Borrowings on revolving credit facilities		137.5			41.1
Repayment of borrowings on revolving credit facilities		(137.5	)		(61.4	)
Repayment of borrowings on long-term non-revolving debt		(35.6	)		(11.9	)
Proceeds from stock issued		1.9			1.4
Purchase of Treasury stock		(30.1	)		(9.2	)
Dividends to shareholders		(10.9	)		(9.0	)
Payment of employee tax withholding on equity award vestings		(0.4	)		(0.7	)
Other financing activities		(1.4	)		(1.4	)
Net cash used in financing activities		(76.5	)		(51.1	)
Effect of exchange rate changes on cash and cash equivalents		(0.6	)		2.2
Net (decrease) increase in cash and cash equivalents		(0.4	)		10.8
Cash and cash equivalents, beginning of period		73.0			44.1
Cash and cash equivalents, end of period	$	72.6		$	54.9

See accompanying notes to condensed consolidated financial statements.

HELIOS TECHNOLOGIES, INC.

CONDENSED NOTES TO THE CONSOLIDATED, UNAUDITED FINANCIAL STATEMENTS

(Currencies in millions, except per share data)

1. COMPANY BACKGROUND

Helios Technologies, Inc. (“Helios,” the “Company,” “we,” “us,” or “our”) together with its wholly-owned subsidiaries, is a global leader in highly engineered motion control and electronic controls technology, providing premium products that ensure safety, reliability, and seamless connectivity to diverse end markets including agriculture, construction, data centers, energy, health and wellness, industrial, marine, material handling, and recreational vehicles. Helios sells its products to customers in over 80 countries around the world. Its strategy is to be a diversified, customer-centric global enterprise distinguished by innovation, operational speed, and a high-performance culture.

The Company operates under two reportable segments: Hydraulics and Electronics. There are two key technologies within the Hydraulics segment: motion control technology (“MCT”) and fluid conveyance technology (“FCT”). Our MCT products provide simultaneous control of acceleration, velocity and position. MCT includes our cartridge valve technology where we pioneered a fundamentally different design platform employing a floating nose construction that results in a self-alignment characteristic. This design provides better performance and reliability advantages compared with most competitors’ product offerings. Our cartridge valves are offered in several size ranges and include both electrically actuated and hydro-mechanical products. They are designed to operate reliably at higher pressures than most competitors products, making them suitable for both industrial and mobile applications. Our FCT products transfer hydraulic and other fluids from one point to another. FCT includes our quick release coupling products, which allow users to connect and disconnect quickly from any fluid circuit without leakage and ensure high-performance under high temperature and pressure using one or multiple couplers. The Electronics segment designs and manufactures customized electronic controls systems, displays, wire harnesses, and software solutions . The broad range of products can be aggregated to provide complete, fully-tailored display and control solutions for engines, engine-driven equipment, specialty vehicles, therapy baths and traditional and swim spas.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our summary of significant accounting policies is included in Note 2 of our Annual Report on Form 10-K for the fiscal year ended January 3, 2026 (“Form 10-K”), filed by Helios with the Securities and Exchange Commission on March 3, 2026. There have been no significant changes to our significant accounting policies since the filing of our Form 10-K.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for consolidated financial statements are not included herein. The financial statements are prepared on a consistent basis (including normal recurring adjustments) and should be read in conjunction with the consolidated financial statements and related notes contained in the Form 10-K. In management’s opinion, all adjustments necessary for a fair statement of the Company’s financial position are reflected in the interim periods presented. Operating results for the nine months ended October 3, 2026, are not necessarily indicative of the results that may be expected for the fiscal year ended January 2, 2027.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain conditions may result in a loss, which will only be resolved by future events. We, along with our legal counsel, evaluate such contingent liabilities, which inherently involves judgment. If it is probable that a loss has been incurred and can be reasonably estimated, we accrue for such contingent losses. If a potentially material loss contingency is not probable but reasonably possible, or is probable but cannot be estimated, we disclose the nature of the contingent liability and an estimate of the range of possible loss if determinable and material.

The Company records a contingent gain when the following conditions are met: (a) the amount to be received is known, (b) there is no potential for appeal or reversal, and (c) collectability is reasonably assured.

Capitalized Software Development Costs

The Company sells certain products that contain embedded software that is integral to the functionality of the products. Internal and external costs incurred for developing this software are charged to expense until technological feasibility has been established, at which point the development costs are capitalized. Capitalized software development costs primarily include payroll, benefits and other headcount related expenses. Once the products are available for general release to customers, no additional costs are capitalized. Capitalized software development costs, net of accumulated amortization, were $14.4 and $13.2 at October 3, 2026, and January 3, 2026, respectively, and are included in Other assets in the Condensed Consolidated Balance Sheets. For the nine months ended October 3, 2026 and September 27, 2025 amortization expense of Capitalized software development costs were $1.4 and $1.5, respectively, and are included in Cost of sales in the Condensed Consolidated Statements of Operations.

Earnings Per Share

The following table presents the computation of basic and diluted earnings per common share (in millions, except per share data):


	Three Months Ended				Nine Months Ended
	October 3, 2026		September 27, 2025		October 3, 2026		September 27, 2025
Net income	$	17.6	$	10.3	$	59.2	$	28.9

Weighted average shares outstanding - Basic		32.9		33.1		33.0		33.2
Net effect of dilutive securities - Stock based compensation		0.1		0.2		0.1		0.1
Weighted average shares outstanding - Diluted		33.0		33.3		33.1		33.3

Net income per share:
Basic	$	0.54	$	0.31	$	1.79	$	0.87
Diluted	$	0.53	$	0.31	$	1.79	$	0.87

Basic and diluted earnings per share is calculated by dividing net earnings by the coinciding weighted average number of shares outstanding. Our calculation of diluted earnings per share includes the impact of the assumed vesting of outstanding restricted stock units and dilutive stock options, based on the treasury stock method and includes performance-based stock options only when the related performance conditions would have been satisfied had the end of the reporting period been the end of the performance period. At October 3, 2026, there were 98,136 stock options excluded from the diluted earnings per share calculation as they would have been anti-dilutive and 114,699 performance-based stock options excluded as the related cumulative performance conditions had not been achieved.

Recently Adopted Accounting Standard

There were no accounting standards adopted during the nine months ended October 3, 2026 that had a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Standards

In November 2024, the FASB issued Accounting Standard Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires enhanced disclosures about types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization, in commonly presented expense captions. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively or retrospectively to any or all prior periods presented in the financial statements. The updated standard will impact only our disclosures, with no impact to our financial condition or results of operations.

In September 2025, the FASB issued Accounting Standards Update (ASU) No. 2025-06 Intangibles - Goodwill and Other - Internal User Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update remove references to project stages when determining if development costs should be capitalized in order to better align the accounting with how software is developed. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. Entities may apply the amendments prospectively, retrospectively to any or all prior periods presented in the financial statements, or using a modified approach based on the status of the software development project and whether software costs were capitalized before the date of adoption. The Company does not expect the changes to have a material impact on the Consolidated Financial Statements and is assessing when to adopt the standard.

Management reviewed other accounting standards issued but not yet effective as of October 3, 2026 and does not expect their adoption to have a material impact on the Company's condensed consolidated financial statements or disclosures.

3. BUSINESS COMBINATIONS

Acquisition of Radio Sound, Inc.

On September 8, 2026, the Company’s subsidiary, Enovation Controls, LLC, acquired substantially all of the operating assets and assumed certain liabilities of Radio Sound, Inc. (“Radio Sound”), a Kentucky-based designer and manufacturer of audio and electronic products, under an Asset Purchase Agreement. The acquisition adds advanced audio system technology and design capabilities and supports a new multi-year customer contract in the recreational end market. Radio Sound’s results are reported in the Electronics segment from the acquisition date.

Cash consideration totaled $1.7, subject to a customary working capital adjustment. The Company recorded $0.8 of customer relationship intangible assets and $0.9 of net working capital. No goodwill was recognized. The purchase price allocation is preliminary and may be revised during the measurement period. Certain disclosures have not been presented as the effect of the acquisition was not material to the Company’s financial results.

Divestiture of Custom Fluidpower Pty. Ltd

On September 27, 2025 the Company completed the sale of Guwing Holdings Pty. Ltd. ("Guwing"), and Guwing's 100% ownership of the share capital of Custom Fluidpower Pty. Ltd. ("CFP") to an unrelated third party (the "Divestiture").

The sales price for the Divestiture was $76.7 AUD in cash including adjustments for estimated closing date net working capital and cash on hand, consisting of $60.5 AUD in cash to the Company and $16.2 AUD that the buyer agreed to pay directly to the Company’s lender in satisfaction of subsidiary-level debt. The final sales price for the Divestiture, including the finalized working capital adjustment, was $81.2 AUD. The Company finalized the working capital adjustment during the quarter ended April 4, 2026, resulting in an incremental $0.5 AUD of proceeds, which has been recorded as an adjustment to the gain on sale.

As part of the Divestiture, indebtedness held by CFP, including the Sydney Branch Term Loan Facility and Sydney Branch Revolving Credit Facility, was settled and removed from the Company's balance sheet. The purchaser assumed responsibility for repayment of such obligations, which were paid in full on October 1, 2025.

As of October 3, 2026, the Company continues to hold a receivable of $2.0 AUD for proceeds that were held back from initial funding and are to be paid no later than two years from the completion of the transaction. The hold back amount is not held in escrow and not subject to interest. It is not contingent on any performance obligation, but will be used to settle claims made by the buyer per the terms of the purchase agreement for a matter that existed pre-close, provided the Company agrees or the matter is resolved through arbitration. No claims have been identified as of the period end date and future claims are not probable or estimable. Therefore, no provision has been made for potential claims. This receivable is presented within Other assets on the Condensed Consolidated Balance Sheet for the period ending October 3, 2026. There was no impact on the Company’s cash flows in the current period.

For the three and nine months ended September 27, 2025, the Company recognized a pre-tax gain on the Divestiture of $18.8, net of costs to sell of $0.3 and including a $2.2 reclassification of cumulative translation adjustment from accumulated other comprehensive loss to earnings, within Other non-operating expense (income), net. The gain was not included in Hydraulics segment results.

CFP was included in continuing operations through the completion date of the Divestiture, because the sale did not meet the criteria to be reported as discontinued operations under ASC 205-20. For the three and nine months ended September 27, 2025, pre-tax income of the disposal group, excluding the reclassification of cumulative translation adjustment, was $0.6 and $2.3, respectively.

Certain disclosures have not been presented as the effects of the Divestiture were not material to the Company's financial results.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's only assets or liabilities measured at fair value on a recurring basis are the contingent consideration liability related to the acquisition of Balboa Water Group, classified within Level 3 of the fair value hierarchy.

The fair value of this liability as of October 3, 2026 and January 3, 2026 was $0.4, respectively.

5. INVENTORIES, NET

At October 3, 2026, and January 3, 2026, inventory consisted of the following:


	October 3, 2026			January 3, 2026
Raw materials	$	116.2		$	106.9
Work in process		55.6			50.5
Finished goods		47.4			43.1
Provision for obsolete and slow-moving inventory		(13.2	)		(11.9	)
Total	$	206.0		$	188.6

6. OPERATING LEASES

The Company leases machinery, equipment, vehicles, buildings and office space, throughout its locations, which are classified as operating leases. Remaining terms on these leases range from less than one year to nine years. For the nine months ended October 3, 2026, and September 27, 2025, operating lease costs totaled $6.1 and $6.2, respectively.

Supplemental balance sheet information related to operating leases is as follows:


	October 3, 2026			January 3, 2026
Right-of-use assets	$	15.9		$	17.6
Lease liabilities:
Current lease liabilities	$	3.6		$	3.8
Non-current lease liabilities		13.9			15.3
Total lease liabilities	$	17.5		$	19.1

Weighted average remaining lease term (in years):		5.1
Weighted average discount rate:		4.2	%

Right-of-use assets are included in Other assets, current lease liabilities are included in Other accrued expenses and current liabilities, and non-current lease liabilities are included in Other noncurrent liabilities on the Company's Condensed Consolidated Balance Sheets.

Supplemental cash flow information related to leases is as follows:


	Nine Months Ended
	October 3, 2026		September 27, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6.1	$	7.9
Non-cash impact of new leases and lease modifications	$	2.8	$	2.1

Maturities of lease liabilities as of October 3, 2026, are as follows:


2026 Remaining	$	1.6
2027		3.9
2028		3.5
2029		3.5
2030		3.4
2031		2.9
Thereafter		1.9
Total lease payments		20.7
Less: Imputed interest		(3.2	)
Total lease obligations		17.5
Less: Current lease liabilities		(3.6	)
Non-current lease liabilities	$	13.9

7. GOODWILL AND INTANGIBLE ASSETS

Goodwill

A summary of changes in goodwill by segment for the nine months ended October 3, 2026, is as follows:


	Hydraulics			Electronics		Total
Balance at January 3, 2026	$	312.1		$	186.0	$	498.1
Currency translation		(10.8	)		0.1		(10.7	)
Balance at October 3, 2026	$	301.3		$	186.1	$	487.4
Accumulated impairments		31.9			25.9		57.8

The Company tests goodwill for impairment at the reporting unit level annually as of the third quarter period end date, and between annual tests whenever events or circumstances indicate that the carrying value of a reporting unit may exceed its fair value. The Company performed its 2026 annual goodwill impairment test as of October 3, 2026 using a

qualitative assessment and concluded that it was not more likely than not that the fair value of any reporting unit was less than its carrying value. Accordingly, no impairment was recorded during the three and nine months ended October 3, 2026.

During the third quarter of 2025, the Company concluded that the estimated fair value of the i3 Product Development (“i3PD”) reporting unit was less than its carrying value. As a result, the Company recorded a goodwill impairment charge of $25.9, representing the full amount of goodwill of the i3PD reporting unit, in the three and nine months ended September 27, 2025.

Acquired Intangible Assets

At October 3, 2026, and January 3, 2026, acquired intangible assets consisted of the following:


	October 3, 2026							January 3, 2026
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Definite-lived intangibles:
Trade names and brands	$	94.7	$	(38.0	)	$	56.7	$	95.8	$	(34.5	)	$	61.3
Technology		53.9		(40.3	)		13.6		54.7		(36.8	)		17.9
Supply agreement		21.0		(20.7	)		0.3		21.0		(19.1	)		1.9
Customer relationships		392.8		(122.5	)		270.3		400.3		(111.5	)		288.8
	$	562.4	$	(221.5	)	$	340.9	$	571.8	$	(201.9	)	$	369.9

Intangible assets that were fully amortized as of the end of fiscal year 2025, with a gross carrying amount and accumulated amortization of $8.2, have been excluded from the table above for both periods presented. The net carrying amount of intangible assets as of January 3, 2026 is unchanged. Amortization expense on acquired intangible assets for the nine months ended October 3, 2026, and September 27, 2025, was $22.6 and $24.1, respectively, reflected in Amortization of intangible assets in the Condensed Consolidated Statements of Operations. Additionally, $0.2 and $0.5 of acquired amortization expense for the three and nine months ended October 3, 2026, respectively, was reflected in Cost of sales in the Condensed Consolidated Statement of Operations.

Future estimated total amortization expense is presented below.


Year:
2026 Remaining	$	7.3
2027		27.1
2028		26.8
2029		24.9
2030		24.1
2031		23.0
Thereafter		207.7
Total	$	340.9

In January 2025, the Company began restructuring the Helios Center of Engineering Excellence (“HCEE”), ceasing operations at its San Antonio office at the end of the second quarter of 2025. As a result, the remaining net book value of the HCEE workforce intangible asset was amortized through June 2025, resulting in $0.8 amortization expense in the nine months ending September 27, 2025 associated with this intangible asset.

8. DERIVATIVE INSTRUMENTS & HEDGING ACTIVITIES

The Company addresses certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments and hedging activities. The Company had previously entered into foreign currency forward contracts to reduce the effects of fluctuating foreign currency exchange rates. In addition, the Company had previously entered into interest rate derivatives to manage the effects of interest rate movements on the Company’s credit facilities.

Interest Rate Swap Contracts

At October 3, 2026 and September 27, 2025, the Company had no active interest rate swap contracts. Previously, the Company had entered into interest rate swap transactions to hedge the variable interest rate payments on its credit facilities. In connection with these transactions, the Company paid interest based upon a fixed rate as agreed upon with the respective counterparties and received variable rate interest payments. The interest rate swaps were designated as hedging instruments and were accounted for as cash flow hedges. In June 2024, the Company's interest rate swap agreements were terminated in connection with its debt refinancing activities. Upon termination of these effective interest rate swaps designated as a cash flow hedges, the Company received proceeds of $7.1. At October 03, 2026, $5.4 was amortized from accumulated other comprehensive income into earnings as a reduction of interest expense. The remaining $1.7 will be amortized through 2028, of which $1.4, net of $0.3 of taxes, is recorded in accumulated other comprehensive loss.

Foreign Currency Forward Contracts

At October 3, 2026, the Company had no active foreign currency forward contracts outstanding. At September 27, 2025, the Company had a $0.5 liability, recorded within Other current liabilities, related to foreign currency forward exchange rate contracts.

Net Investment Hedge

The Company utilizes foreign currency denominated debt to hedge currency exposure in foreign operations. The Company has designated €90.0 of borrowings on the revolving credit facility as a net investment hedge of a portion of the Company’s European operations. The carrying value of the euro denominated debt totaled $101.3 as of October 3, 2026, and is included in the Revolving lines of credit line item in the Condensed Consolidated Balance Sheets. The gain on the net investment hedge recorded in Accumulated other comprehensive loss as part of the currency translation adjustment was $3.1, net of $1.1 of taxes, for the nine months ended October 3, 2026.

9. CREDIT FACILITIES

Total debt consists of the following:


	Maturity Date	October 3, 2026		January 3, 2026
Term Loan Facility	June 2029		226.9		262.5
Revolving Credit Facility	June 2029	$	101.3	$	105.5
Total debt outstanding			328.2		368.0
Less: current maturities			—		5.4
Less: unamortized debt issuance costs			0.7		0.9
Total long-term debt, net		$	327.5	$	361.7

Future maturities of total debt are as follows:


Year:
2026 Remaining	$	—
2027		—
2028		20.6
2029		307.6
Total	$	328.2

Term Loans and Line of Credit with PNC Bank

On June 25, 2024, the Company entered into the Third Amended and Restated Credit Agreement with PNC Bank which extended the debt maturity to June 2029, maintained the $300.0 million term loan facility, increased revolving commitments to $500.0 million, and provided for an accordion feature of up to $400.0 million.

At October 3, 2026, outstanding borrowings consisted of $226.9 million under the term loan facility and $101.3 million under the revolving credit facility, resulting in total debt of $328.2 million. Available borrowing capacity under the revolving credit facility was $398.0 million.

During 2026, the Company voluntarily prepaid all scheduled principal payments due in 2026, 2027, and a portion of the payments due in 2028. As a result, no debt maturities are due in the remainder of 2026 or 2027 and scheduled principal payments due in 2028 total $20.6. All remaining principal balance is due at maturity in June 2029.

To hedge foreign currency exposure associated with certain foreign operations, €90.0 million of revolving credit facility borrowings are denominated in euros and designated as a net investment hedge. See Note 8, Derivative Instruments and Hedging Activities, for additional information.

The credit agreement contains customary affirmative and negative covenants, including financial covenants requiring the Company to maintain maximum leverage and minimum interest coverage ratios. As of October 3, 2026, the Company was in compliance with all debt covenants.

The consolidated effective interest rate on the Company's credit agreements at October 3, 2026, was 5.0%. Interest expense recognized, excluding interest rate swap activity, during the nine months ended October 3, 2026, and September 27, 2025, totaled $14.5 and $21.3, respectively.

10. INCOME TAXES

The provision for income taxes for the three months ended October 3, 2026 and September 27, 2025 was 25.0% and 19.8% of pretax income, respectively. The provision for income taxes for the nine months ended October 3, 2026, and September 27, 2025, was 23.3% and 22.3% of pretax income, respectively. These effective rates fluctuate relative to the levels of income and different tax rates in effect among the countries in which the Company sells products. The increase in the effective tax rate for the three months ended October 3, 2026 compared to the prior year period was primarily attributable to the absence of a deferred tax benefit recognized in the prior-year quarter from the reversal of the deferred tax liability related to the i3PD goodwill upon its impairment, partially offset by the absence of tax expense recognized in the prior-year quarter on the gain from the Divestiture.

At October 3, 2026, the Company had unrecognized tax benefits of $6.1 including accrued interest. If recognized, $0.6 of unrecognized tax benefits would reduce the effective tax rate in future periods. The Company recognizes interest and penalties related to income tax matters in income tax expense. Interest accrued as of October 3, 2026 is not considered material to the Company’s condensed consolidated financial statements.

The Company is subject to taxation in the United States and various state and foreign jurisdictions and is currently under examination by certain tax authorities for various tax years. Management believes adequate reserves have been recorded for potential adjustments arising from these examinations, and the resolution of these matters is not expected to materially affect the Company’s condensed consolidated financial statements.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. While we expect certain provisions of the OBBBA to change the timing of cash payments in the current fiscal year and future periods, we do not expect the legislation to have a material impact on our condensed consolidated financial statements.

11. STOCK-BASED COMPENSATION AND EQUITY

Equity Incentive Plan

The Company’s 2023 Equity Incentive Plan (“2023 Plan”) provides for the grant of restricted stock, restricted share units, stock options, stock appreciation rights, dividend or dividend equivalent rights, stock awards and other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock, to officers, employees and directors of the Company. During the nine months ended October 3, 2026, at the Company's 2026 Annual Meeting of Shareholders, the Company's shareholders approved an amendment and restatement to the 2023 Plan increasing the shares of common stock available for awards thereunder by 1,000,000 shares. The 2023 Plan was initially approved by the Company’s shareholders at the 2023 Annual Meeting of Shareholders.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) to employees in connection with a long-term incentive plan and from time to time for special recognition. Awards with time-based vesting requirements primarily vest ratably over a three-year period. Awards with performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of shares ultimately issued for the performance-based units may vary from 0% to 200% of their target amount based on the achievement of defined performance targets. Compensation expense recognized for RSUs granted to employees totaled $3.5 and $2.4, respectively, for the nine months ended October 3, 2026, and September 27, 2025.

The Helios Technologies, Inc. Non-Employee Director Compensation Policy compensates Non-Employee Directors for their board service with cash awards and equity-based compensation through grants of RSUs, issued pursuant to the 2023 Plan, which vest over a one-year period. Directors were granted 11,490 and 20,111 RSUs during the nine month ended October 03, 2026, and September 27, 2025, respectively. The Company's recognized director compensation expense on RSUs of $0.8 and $0.7 for the nine months ended October 3, 2026, and September 27, 2025, respectively.

The following table summarizes RSU activity for the nine months ended October 3, 2026:


				Weighted Average
	Number of Units			Grant-Date Fair Value
	(in thousands)			per Share
Nonvested balance at January 3, 2026		184		$	43.13
Granted		86			67.71
Vested		(42	)		46.51
Forfeited		(23	)		53.72
Nonvested balance at October 3, 2026		205		$	51.59

Included in the nonvested balance at October 3, 2026, are 37,713 nonvested performance-based RSUs. At October 3, 2026 unrecognized compensation cost related to the RSU awards was $6.2 and is expected to be recognized over a weighted average period of 1.7 years.

Stock Options

In 2022, the Company granted stock options with market-based vesting conditions to its officers. As of October 3, 2026, there were 4,000 vested unexercised options and 4,000 exercised options. The exercise price per share is $50.60, which is equal to the market price of Helios stock on the grant date. The options vest upon the later of the achievement of defined stock prices or two years from the grant date. The options have met their required service periods, which ranged from one to two years from the grant date. These options have a 10-year expiration. The grant date fair value of the options totaled $2.3 and was estimated using a Monte Carlo simulation.

The Company has also granted stock options with only time-based vesting conditions to its officers. As of October 3, 2026, there were 31,160 unvested options. These options have an exercise price per share of $40.13 which is equal to the market price of Helios stock on the grant date. The options vested ratably over a three-year period and have a 10-year expiration. The grant date fair value of the options totaled $0.6 and was estimated using a Black Scholes valuation model.

In February 2025, the Company granted stock options with performance vesting conditions to its officers and employees. Performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of options ultimately issued for the performance-based units may vary from 0% to 225% of their target amount based on the achievement of defined performance targets. These options have an exercise price per share of $39.80 which is equal to the market price of Helios stock on the grant date. The options have a 10-year expiration. The grant date fair value of the options totaled $2.5 and was estimated using a Black Scholes valuation model. As of October 3, 2026, there are 114,699 unvested options.

In March 2026, the Company granted stock options with performance-based vesting conditions to its officers and employees. Option awards with performance-based vesting requirements cliff vest after a three-year performance cycle and only after the achievement of certain performance criteria over that cycle. The number of options ultimately issued for the performance-based units may vary from 0% to 225% of their target amount, based on the achievement of defined performance targets. These options have an exercise price per share of $67.61 which is equal to the market price of Helios stock on the grant date. The options have a 10-year expiration. The grant date fair value of the options totaled $3.2 and was estimated using a Black Scholes valuation model. As of October, 2026, there are 98,136 unvested options.

At October 3, 2026, the Company had $3.7 of unrecognized compensation cost related to the options, which is expected to be recognized over a weighted average period of 2.1 years. Compensation expense recognized for stock options granted to employees totaled $1.3 and $0.5, respectively, for the nine months ended October 3, 2026, and September 27, 2025.

The following table summarizes Stock Options activity for the nine months ended October 3, 2026:


	Number of Shares (not rounded)			Weighted Average Exercise Price
Outstanding at January 3, 2026		155,886		$	40.53
Granted		98,136			67.61
Exercised		(6,027	)		49.87
Outstanding at October 3, 2026		247,995			51.02
Exercisable at October 3, 2026 (A)		4,000			50.60

(A) Options expire October 2032 with a strike price of $50.60.

Share Repurchase Plan

On February 20, 2025, the Board of Directors of the Company (the “Board”) approved and publicly announced a multi-year share repurchase program (the “Share Repurchase Program”), authorizing the Company to repurchase up to $100.0

of our outstanding common stock. The Company may purchase shares at management’s discretion from time to time in the open market, through privately negotiated transactions, through investment banking institutions or through other means in accordance with applicable federal securities laws, including Rule 10b5-1 trading plans. To the extent that the Company repurchases its shares, the amount and timing of any repurchases are subject to a variety of factors including, but not limited to, general business and market conditions, share price, regulatory and legal requirements and capital availability. The program does not obligate the Company to acquire a minimum number of shares. We expect the Share Repurchase Program to be funded with cash on hand and cash generated from operations. As of October 3, 2026 , the Company has repurchased 734,970 shares under the Share Repurchase Program authorization. At October 3, 2026, approximately $56.6 remained available for repurchase under its authorization.

Employee Stock Purchase Plans

The Company maintains an Employee Stock Purchase Plan (“ESPP”) in which U.S. employees are eligible to participate. Employees who choose to participate are granted an opportunity to purchase common stock at 85 percent of market value on the first or last day of the quarterly purchase period, whichever is lower. Employees in the United Kingdom (“UK”), under a separate plan, are granted an opportunity to purchase the Company’s common stock at market value, on the first or last day of the quarterly purchase period, whichever is lower, with the Company issuing one additional free share of common stock for each six shares purchased by the employee under the plan.

Employees purchased 28,806 shares at a weighted average price of $54.09 and 49,710 shares at a weighted average price of $27.89, under the Company's ESPP and UK share purchase plans during the nine months ended October 3, 2026, and September 27, 2025, respectively. The Company recognized $0.5 and $0.6 compensation expense during the nine months ended October 3, 2026, and September 27, 2025, respectively.

12. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present changes in accumulated other comprehensive loss by component:


	Unrealized Gains and (Losses) on Derivative Instruments		Foreign Currency Items			Total
Balance at January 3, 2026	$	1.3	$	(38.2	)	$	(36.9	)
Other comprehensive (loss) before reclassifications		—		(14.4	)		(14.4	)
Tax effect		0.1		(1.1	)		(1.0	)
Net current period other comprehensive (loss)		0.1		(15.5	)		(15.4	)
Balance at October 3, 2026	$	1.4	$	(53.7	)	$	(52.3	)

	Unrealized Gains and (Losses) on Derivative Instruments		Foreign Currency Items			Total
Balance at December 28, 2024	$	5.3	$	(80.9	)	$	(75.6	)
Other comprehensive income before reclassifications		—		50.7			50.7
Tax effect		—		(12.5	)		(12.5	)
Net current period other comprehensive income		—		38.2			38.2
Balance at September 27, 2025	$	5.3	$	(42.7	)	$	(37.4	)

13. SEGMENT REPORTING

The Company has two reportable segments: Hydraulics and Electronics. These reportable segments are based on three operating segments identified by management: Motion Control Technology (“MCT”), Fluid Conveyance Technology (“FCT”), and Electronics. MCT and FCT are aggregated into the Hydraulics reportable segment because they have similar economic characteristics. The Hydraulics segment designs, manufactures and markets hydraulic components, systems and engineered solutions used to control force, speed and motion in a broad range of mobile and industrial applications. The Electronics segment designs, manufactures and markets electronic controls, displays, instrumentation and related engineered solutions for a broad range of recreational, industrial and mobile equipment applications.

The Company's Chief Executive Officer serves as the CODM. The CODM evaluates segment performance and allocates resources primarily based on segment operating income, together with net sales, gross profit and certain operating expenses. These measures are used to assess operating performance and to make decisions regarding capital allocation and operating investments.

The accounting policies of the Company’s reporting segments are the same as those used to prepare the accompanying condensed consolidated unaudited financial statements.

Net sales and operating profit of our reporting segments exclude intersegment sales and the related cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment.

The following table sets forth our segment information of sales, gross profit, significant segment expenses, and operating income from operations for the three months ended October 3, 2026 and September 27, 2025:


	Three Months Ended October 3, 2026									Three Months Ended September 27, 2025
	Hydraulics			Electronics			Total			Hydraulics			Electronics			Total
Net sales	$	142.9		$	86.8		$	229.7		$	141.3		$	79.0		$	220.3
Cost of sales		(96.8	)		(56.7	)					(95.4	)		(51.9	)
Gross profit		46.1			30.1			76.2			45.9			27.1			73.0
Segment SEA expenses less R&D (a)		(14.5	)		(11.6	)					(16.1	)		(10.9	)
R&D expenses (b)		(2.2	)		(3.6	)					(2.1	)		(2.2	)
Goodwill impairment		—			—						—			(25.9	)
Indirect SEA expenses (c)		(4.7	)		(2.5	)					(3.5	)		(1.8	)
Segment operating income		24.7			12.4			37.1			24.2			(13.7	)		10.5
Reconciliation of segment operating income
Unallocated corporate SEA expenses (d)								(1.5	)								(1.6	)
Amortization of intangibles assets (e)								(7.5	)								(7.6	)
Operating income								28.1									1.3
Interest expense, net								(4.7	)								(6.9	)
Foreign currency transaction gain (loss), net								0.4									(0.6	)
Other non-operating (expense) income, net								(0.3	)								19.0
Income before income taxes							$	23.5								$	12.8
Reconciliation of gross profit
Gross profit							$	76.2								$	73.0
Segment operating expenses (f)								(39.1	)								(36.6	)
Unallocated corporate SEA expenses (d)								(1.5	)								(1.6	)
Goodwill impairment								—									(25.9	)
Amortization of intangibles assets (e)								(7.5	)								(7.6	)
Interest expense, net								(4.7	)								(6.9	)
Foreign currency transaction gain (loss), net								0.4									(0.6	)
Other non-operating (expense) income, net								(0.3	)								19.0
Income before income taxes							$	23.5								$	12.8

(a) Segment selling, engineering and administrative (SEA) expenses less research and development (R&D) primarily include information technology, professional services, facility-related expenses, payroll and benefits expenses directly incurred by the segments which are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statements of Operations.

(b) Research and development (R&D) expenses primarily include engineering-related costs to create new products and to make improvements to products currently in use. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statements of Operations.

(c) Indirect selling, engineering and administrative (SEA) expenses represent corporate costs and shared expenses allocated to businesses. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statement of Operations.

(d) Unallocated corporate expenses consist of corporate costs that are not allocated to the reportable segments because they are not included in the measure of segment operating income used by the chief operating decision maker to evaluate segment performance and allocate resources. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statement of Operations. During the three months ended October 3, 2026, unallocated corporate expenses were $1.5, primarily related to mergers and acquisitions planning activities. During the three months ended September 27, 2025, unallocated corporate expenses were $1.6, primarily related to the Divestiture and officer transition costs.

(e) Amortization of intangible assets includes those intangible assets resulting from the acquisition of new businesses.

(f) Segment operating expenses represent the aggregation of segment SEA expenses less R&D (a), R&D expenses (b), and indirect SEA expenses (c).

Segment SEA expenses, R&D expenses, and indirect SEA expenses, together with unallocated corporate SEA expenses, reconcile to "Selling, engineering and administrative expenses" in the Condensed Consolidated Statements of Operations, which totaled $40.6 and $38.2 for the three months ended October 3, 2026 and September 27, 2025, respectively.

The following table sets forth our segment information of sales, gross profit, significant segment expenses, and operating income from operations for the nine months ended October 3, 2026 and September 27, 2025:


	Nine Months Ended October 3, 2026									Nine Months Ended September 27, 2025
	Hydraulics			Electronics			Total			Hydraulics			Electronics			Total
Net sales	$	428.5		$	261.5		$	690.0		$	408.6		$	219.6		$	628.2
Cost of sales		(287.5	)		(171.2	)					(278.8	)		(149.1	)
Gross profit		141.0			90.3			231.3			129.8			70.5			200.3
Segment SEA expenses less R&D (a)		(43.8	)		(35.7	)					(46.8	)		(31.7	)
R&D expenses (b)		(7.2	)		(9.9	)					(6.5	)		(7.6	)
Goodwill impairment		—			—						—			(25.9	)
Indirect SEA expenses (c)		(13.1	)		(6.9	)					(9.8	)		(5.1	)
Segment operating income		76.9			37.8			114.7			66.7			0.2			66.9
Reconciliation of segment operating income
Unallocated corporate SEA expenses (d)								(1.6	)								(2.5	)
Amortization of intangibles assets (e)								(22.6	)								(24.1	)
Operating income								90.5									40.3
Interest expense, net								(14.5	)								(21.3	)
Foreign currency transaction gain (loss), net								0.9									(1.2	)
Other non-operating (expense) income, net								0.3									19.4
Income before income taxes							$	77.2								$	37.2
Reconciliation of gross profit
Gross profit							$	231.3								$	200.3
Segment operating expenses (f)								(116.6	)								(107.5	)
Unallocated corporate SEA expenses (d)								(1.6	)								(2.5	)
Goodwill impairment								—									(25.9	)
Amortization of intangibles assets (e)								(22.6	)								(24.1	)
Interest expense, net								(14.5	)								(21.3	)
Foreign currency transaction gain (loss), net								0.9									(1.2	)
Other non-operating (expense) income, net								0.3									19.4
Income before income taxes							$	77.2								$	37.2

(d) Unallocated corporate expenses consist of corporate costs that are not allocated to the reportable segments because they are not included in the measure of segment operating income used by the chief operating decision maker to evaluate segment performance and allocate resources. They are recorded in "Selling, engineering and administrative expenses" on the Condensed Consolidated Unaudited Statement of Operations. During the nine months ended October 3, 2026, unallocated corporate expenses were $1.6, primarily related to mergers and acquisitions planning activities. During the nine months ended September 27, 2025, unallocated corporate expenses were $2.5, primarily related to the Divestiture and officer transition costs.

(e) Amortization of intangible assets includes those intangible assets resulting from the acquisition of new businesses.

(f) Segment operating expenses represent the aggregation of segment SEA expenses less R&D (a), R&D expenses (b), and indirect SEA expenses (c).

Segment SEA expenses, R&D expenses, and indirect SEA expenses, together with unallocated corporate SEA expenses, reconcile to "Selling, engineering and administrative expenses" in the Condensed Consolidated Statements of Operations, which totaled $118.2 and $110.0 for the nine months ended October 3, 2026 and September 27, 2025, respectively.

The following table presents capital expenditures and depreciation and amortization by reportable segment for the three and nine months ended October 3, 2026 and September 27, 2025:


	Three Months Ended				Nine Months Ended
	October 3, 2026		September 27, 2025		October 3, 2026		September 27, 2025
Capital expenditures
Hydraulics	$	6.1	$	5.3	$	22.8	$	14.7
Electronics		1.4		1.4		2.7		3.5
Total	$	7.5	$	6.7	$	25.5	$	18.2
Depreciation and amortization
Hydraulics	$	5.6	$	5.7	$	16.3	$	16.4
Electronics		2.2		2.5		6.6		7.1
Corporate and other		7.6		7.7		22.7		24.3
Total	$	15.4	$	15.9	$	45.6	$	47.8

The following table presents total assets by reportable segment as of October 3, 2026 and January 3, 2026:


	October 3, 2026		January 3, 2026
Total assets
Hydraulics	$	958.2	$	965.8
Electronics		547.0		538.2
Corporate and other		9.0		10.5
Total	$	1,514.2	$	1,514.5

Geographic Region Information

Net sales are measured based on the geographic destination of sales. For the nine months ended October 3, 2026, sales to customers in the United States represented approximately 42% of consolidated net sales during the nine months ended October 3, 2026. Other countries with net sales concentration included China, with 14%. No other individual country represented more than 10% of consolidated net sales. Tangible long-lived assets are shown based on the physical location of the assets and primarily include net property, plant and equipment and exclude right of use assets. The following table presents financial information by region:


	Three Months Ended				Nine Months Ended
	October 3, 2026		September 27, 2025		October 3, 2026		September 27, 2025
Net sales
Americas	$	125.9	$	114.2	$	374.9	$	328.8
EMEA		54.1		51.0		172.8		149.5
APAC		49.7		55.1		142.3		149.9
Total	$	229.7	$	220.3	$	690.0	$	628.2


	October 3, 2026		January 3, 2026
Tangible long-lived assets
Americas	$	127.5	$	133.1
EMEA		49.3		42.4
APAC		14.4		13.5
Total	$	191.2	$	189.0

14. RELATED PARTY TRANSACTIONS

The Company has in the past purchased from, and sold inventory to, entities partially owned or managed by directors of Helios ("related party entities"). There were no sales to related parties in the nine months ended October 3, 2026, and September 27, 2025, respectively. At October 3, 2026, and January 3, 2026, there were no amounts due from the related party entities.

15. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is not a party to any legal proceedings other than routine litigation incidental to its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the results of operations, financial position or cash flows of the Company.

16. SUBSEQUENT EVENTS

The company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would require adjustment.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words "expects," "anticipates," "believes," "intends," "plans," "will" and similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this report and those identified in Part I, Item 1A, "Risk Factors" included in our Form 10-K. In addition, new risks emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

OVERVIEW

We are a global leader in highly engineered motion control and electronic controls technology for diverse end markets, including agriculture, construction, data centers, energy, health and wellness, industrial, marine, material handling, and recreational vehicles.

We report our results through two reportable segments: Hydraulics and Electronics. The Hydraulics segment designs and manufactures hydraulic motion control and fluid conveyance products, including cartridge valves, manifolds, and quick release couplings, and engineers hydraulic solutions and in some cases complete systems. The Electronics segment designs and manufactures customized electronic control systems, displays, wire harnesses, and software solutions.

With our global operating network, we have the advantages of leveraging sales, marketing, innovation, customer relationships and operational capabilities across all our businesses. We continue to drive best practices and are committed to leveraging resources to best serve our customers and explore new opportunities.

Restructuring Activities

In January 2025, the Company began restructuring the Helios Center of Engineering Excellence (“HCEE”). Consistent with the Company's previously announced restructuring plan, during the end of the second quarter 2025, management ceased operations at the San Antonio office and reassigned resources to the operations at our other major facilities across the business, and eliminated certain positions. As a result of this planned change in the HCEE business operations, the workforce intangible asset associated with the HCEE acquisition was reviewed by management and it was determined that the remaining net book value of the asset should be accelerated and amortized over a useful life ending June 2025.

We initiated some optimization activities at the beginning of 2026 that will result in the movement of production activities between locations in order to drive operational efficiencies and reduce costs. We have consolidated the North American operations of the hydraulics Faster entity in Toledo, Ohio, and have closed the Faster operation in Quebec, Canada, that was obtained as part of the acquisition of the assets of Taimi R&D, Inc. in July 2022. The activities began in the first quarter of 2026 and were substantially completed at the end of the second quarter of 2026. We are also moving production within our Electronics segment to our low cost manufacturing Centers of Excellence in Tijuana, Mexico and Dongguan, China. These activities were paused in 2025 as a result of the uncertain and changing tariff landscape and have been re-initiated and are expected to continue to take place throughout 2027. In addition, the Company has initiated integration activities related to the acquisition of Radio Sound. Costs associated with the integration are recorded in Restructuring charges and integration is expected to be completed in early 2027.

Restructuring costs totaled $2.7 and $1.4, for the nine months ended October 3, 2026, and September 27, 2025, respectively.

Global Economic and Geopolitical Conditions

We expect the volatility in the macroeconomic environment to continue, characterized by economic uncertainty and market disruption driven by inflationary pressures, volatile oil prices, political uncertainty, potential changes to current global trade policies and modifications of existing trade agreements, the potential negotiation of new trade agreements, the imposition of new (and retaliatory) tariffs, and the ongoing geopolitical conflicts in Ukraine and the Middle East. We are continuously monitoring these economic and geopolitical conditions and remain focused on liquidity management, pricing discipline, cost savings initiatives, and production efficiency as ways to mitigate the risks associated with the uncertainty.

Refer to Item 1A "Risk Factors" of our Form 10-K for additional discussion of risks related to global economic conditions.

Tariffs

The global trade environment remains highly dynamic, with significant changes to U.S. tariff policy enacted during 2025 and continuing into 2026. These measures include new tariffs, modifications to existing programs, and ongoing legal and regulatory developments. Such tariffs were implemented under several legal frameworks, including the International Emergency Economic Powers Act ("IEEPA").

In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the IEEPA were not authorized. During the three and nine months ended October 3, 2026, the Company received approximately $0.6 and $6.1, respectively, of refunds related to tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). Consistent with its accounting policy under ASC 450-30, Gain Contingencies, the Company did not recognize any benefit associated with the IEEPA tariff recoveries until realization was assured through receipt of the cash refunds. These refunds, together with approximately $0.2 of tariff refunds received from a supplier during the third quarter, reduced cost of sales by approximately $0.8 and $6.1 for the three and nine months ended October 3, 2026, respectively. The IEEPA refunds also increased other income by approximately $0.2 for related interest during the nine months ended October 3, 2026. The Company also recorded estimated reductions of revenue of $0.6 and $4.7 for the three and nine months ended October 3, 2026, respectively, for amounts expected to be returned to certain customers in accordance with ASC 606. As a result, the net benefit recognized in gross profit was approximately $0.2 and $1.4 for the three and nine months ended October 3, 2026, respectively.

Due to the fluidity of the tariff environment and potential subsequent changes to effective dates of certain tariffs, amounts of announced tariffs, and various exemptions for imports into the U.S. (especially in light of the recent decisions invalidating tariffs implemented under the IEEPA), we are unable to fully quantify the impact any tariffs will have on our results of operations when and if enacted. Our expectation, however, is to continue to leverage our regional production capabilities, source components from local suppliers, and take certain pricing actions, which we believe may mitigate the impact of higher tariff costs. We cannot provide any assurances that these or other actions that we take will be able to offset any or all tariff-related costs. Additionally, increased prices could impact demand for our products, including our ability to attract new customers or cause increases in existing customer attrition. If our attempts to mitigate tariff-related

costs are not sufficient or executed in a timely manner, our business, results of operations, and our financial and/or operating costs may be adversely affected.

We export products from our U.S. locations to more than 40 countries. Our total U.S. exports were approximately $40.6 or 17.7% of total sales in the three months ended October 3, 2026. For the nine months ended October 3, 2026, our total U.S. exports were approximately $121.6 or 17.6% of total sales.

We will continue to monitor developments in trade policy and assess the potential impact on our cost structure, supply chain, and customer demand.

Industry Conditions

The capital goods industries in general, and the Hydraulics and Electronics segments specifically, are subject to economic cycles. We utilize industry trend reports from various sources, as well as feedback from customers and distributors, to evaluate economic trends. We also rely on global government statistics such as Gross Domestic Product and Purchasing Managers Index to understand macroeconomic conditions.

Hydraulics

According to the National Fluid Power Association (the fluid power industry’s trade association in the U.S.), the U.S. index of shipments of hydraulic products increased 5% during the first nine months of 2026 compared to the first nine months of the prior year while the U.S. index of orders of hydraulic products increased 16% during the same period. In Europe, the CEMA (European Agricultural Machinery Association) Business Barometer reported in September 2026 that the general business climate index for the European agricultural machinery industry has dropped back into recession territory after a brief improvement in August. The setback was mainly driven by a downward revision of expectations for the next six months, bringing future expectations closer to the still-negative assessment.

Electronics

The Federal Reserve’s Industrial Production Index, which measures the real output of all relevant establishments located in the U.S., reports third quarter 2026 output of semiconductors and other electronics components increased 12% from the prior quarter. The Institute of Printed Circuits Association (“IPC”) reported that total North American printed circuit board (“PCB”) shipments were down 6.4% in September compared with the same month last year. PCB bookings in 2026 were up 229.4% in September compared to the prior year and September year to date bookings increased 56.1% for the same period last year. The book to bill ratio, calculated as the value of orders booked over the past three months divided by the value of sales in the same period, was above 1.8 for September 2026, indicating the strong demand environment that started the year continues. The IPC also reported that North American electronics manufacturing services (“EMS”) shipments decreased 10.8% in September compared to the prior year while being up 1.0% and down 0.3% year over year in August and July, respectively. EMS bookings increased 41.7% in September year over year after increasing 53.5% and 44.3% in August and July, respectively, highlighting the sector's strong demand in the quarter.

2026 Third Quarter Results and Comparison of the Three Months Ended October 3, 2026, and September 27, 2025

(In millions, except per share data)

The following is a discussion of our third quarter of 2026 results of operations and liquidity and capital resources. Comparisons are with the corresponding reporting period of 2025, unless otherwise noted.

The following table presents our condensed consolidated results of operations:


	Three Months Ended
	October 3, 2026			September 27, 2025			$ Change		% Change
Net sales	$	229.7		$	220.3		$	9.4		4.3	%
Gross profit	$	76.2		$	73.0		$	3.2		4.4	%
Gross profit %		33.2	%		33.1	%
Operating income	$	28.1		$	1.3		$	26.8	NM
Operating income %		12.2	%		0.6	%
Net income	$	17.6		$	10.3		$	7.3		70.9	%
Diluted net income per share	$	0.53		$	0.31		$	0.22		71.0	%

	Nine Months Ended
	October 3, 2026			September 27, 2025			$ Change		% Change
Net sales	$	690.0		$	628.2		$	61.8		9.8	%
Gross profit	$	231.3		$	200.3		$	31.0		15.5	%
Gross profit %		33.5	%		31.9	%
Operating income	$	90.5		$	40.3		$	50.2		124.6	%
Operating income %		13.1	%		6.4	%
Net income	$	59.2		$	28.9		$	30.3		104.8	%
Diluted net income per share	$	1.79		$	0.87		$	0.92		105.7	%

General note: NM indicates that the percentage change is not meaningful.

Third quarter consolidated net sales increased $9.4, or 4.3%, compared to the prior-year period. Foreign currency translation had a favorable impact of approximately $1.0, or 0.5%, on third quarter net sales. In addition, third quarter 2026 net sales included a $0.6 reduction resulting from expected customer credits associated with IEEPA tariff refunds. Third quarter sales were positively impacted by demand across several of our end markets, including mobile, health and wellness, agriculture and recreational. Demand in the industrial end market increased modestly compared to the prior year period, while marine sales within the recreational end market increased year-over-year for the first time in seven quarters. Sales in the Americas and EMEA regions were up during the third quarter compared to the prior year, while sales in the APAC region decreased due to the Divestiture. Excluding the Divestiture related sales of $17.5 in the third quarter of 2025, sales in the APAC region increased 32.2%.

Year-to-date consolidated net sales increased $61.8, or 9.8% compared to the prior-year period which included $46.7 of sales related to the Divestiture. Foreign currency translation had a favorable impact of approximately $9.5, or 1.5%, on year-to-date net sales. Year-to-date 2026 net sales also included a $4.7 reduction resulting from expected customer credits associated with IEEPA tariff refunds.

Third quarter gross profit increased $3.2, 4.4%, above the prior year third quarter primarily from the impact of higher volume. Gross margin increased 10 basis points compared with prior year third quarter to 33.2%. Improved fixed cost leverage on higher volume and the benefit of the Divestiture were offset primarily by higher component cost, direct labor, freight and utility costs as a percentage of net sales. The increase in direct labor costs was attributed primarily to increased overtime and benefit related expenses compared to the prior year period. Gross profit for the three months ended October 3, 2026 included a $0.2 benefit related to IEEPA tariff refunds.

Year-to-date gross profit increased $31.0, 15.5%, while gross margin increased by 160 basis points to 33.5% primarily due to the impact of higher volume. Gross profit for nine months ended October 3, 2026 included a $1.4 benefit related to IEEPA tariff refunds.

Third quarter operating income as a percentage of net sales increased 1,160 basis points to 12.2%. The increase is primarily due to the $25.9 non-cash goodwill impairment charge related to i3PD recorded in the prior year period. Operating expenses, excluding amortization of intangible assets and goodwill impairment, were $2.4 higher than the prior year period, mainly due to research and development expenses, higher incentive compensation costs, and higher employee benefit costs.

Year-to-date operating income as a percentage of net sales increased 670 basis points to 13.1%. The increase was primarily due to the goodwill impairment charge recorded in the prior-year period, higher gross margin in the current year, and lower operating expenses, excluding amortization of intangible assets and goodwill impairment as a percentage of net sales. Operating expenses, excluding amortization of intangible assets and goodwill impairment, were $8.2 higher than in the prior-year period, primarily due to higher research and development expenses, employee benefit costs, marketing expenses, and bad debt expense.

Net interest expense decreased by $2.2 to $4.7 in the third quarter of 2026 primarily due to lower debt outstanding compared to the prior year period and a lower spread on our credit facility borrowings because of reduced leverage. Average total debt decreased to $330.3 during the third quarter of 2026 compared with $428.6 during the third quarter of 2025. Year to date interest expense totaled $14.5, a decrease of $6.8. Average total debt for the year-to-date period decreased to $348.1 compared with $435.3 during the prior-year period. The reduction in average total debt is due to the paying down of debt incurred from prior acquisitions.

The provision for income taxes for the three months ended October 3, 2026 and September 27, 2025 was 25.0% and 19.8% of pretax income, respectively. The provision for income taxes for the nine months ended October 3, 2026 and September 27, 2025 was 23.3% and 22.3% of pretax income, respectively. These effective rates fluctuate relative to the levels of income and different tax rates in effect among the countries in which the Company sells products. The increase in the effective tax rate for the three months ended October 3, 2026 was primarily attributable to a deferred tax benefit from the reversal of the deferred tax liability related to the i3PD goodwill upon its impairment, partially offset by tax expense associated with a prior-year gain from the Divestiture.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. While we expect certain provisions of the OBBBA to change the timing of cash payments in the current fiscal year and future periods, we do not currently expect the legislation to have a material impact on our condensed consolidated financial statements.

SEGMENT RESULTS

Hydraulics

The following table presents the results of operations for the Hydraulics segment:


	Three Months Ended
	October 3, 2026			September 27, 2025			$ Change		% Change
Net sales	$	142.9		$	141.3		$	1.6		1.1	%
Gross profit	$	46.1		$	45.9		$	0.2		0.4	%
Gross profit %		32.3	%		32.5	%
Operating income	$	24.7		$	24.2		$	0.5		2.1	%
Operating income %		17.3	%		17.2	%

	Nine Months Ended
	October 3, 2026			September 27, 2025			$ Change		% Change
Net sales	$	428.5		$	408.6		$	19.9		4.9	%
Gross profit	$	141.0		$	129.8		$	11.2		8.6	%
Gross profit %		32.9	%		31.8	%
Operating income	$	76.9		$	66.7		$	10.2		15.3	%
Operating income %		17.9	%		16.3	%

Third quarter net sales for the Hydraulics segment increased by $1.6, 1.1%, compared with the prior year third quarter. Prior-year sales included $17.5 related to the Divestiture. Excluding the impact of the divested business, Hydraulics segment net sales increased by $19.1, or 15.4%, compared with the prior-year third quarter, primarily driven by improved demand in the mobile and agriculture end markets. Changes in foreign currency exchange rates had a favorable impact of $0.6, 0.3%.

Year-to-date net sales for the Hydraulics segment increased by $19.9, or 4.9%, compared with the prior-year period. Prior-year sales included $46.7 related to the Divestiture. Excluding the impact of the divested business, Hydraulics segment net sales increased by $66.6, or 18.4%, compared with the prior-year period, primarily driven by improved demand in the mobile and agriculture end markets. Changes in foreign currency exchange rates had a favorable impact of $8.3, or 2.0%.

Net sales in the Hydraulics segment for the three and nine months ended October 3, 2026 included a $2.9 reduction resulting from expected customer credits associated with IEEPA tariff refunds.

The following table presents net sales based on the geographic region of the sale for the Hydraulics segment:


	Three Months Ended
	October 3, 2026		September 27, 2025		$ Change			% Change
Americas	$	59.7	$	53.7	$	6.0			11.2	%
EMEA		45.0		41.2		3.8			9.2	%
APAC		38.2		46.4		(8.2	)		(17.7	)%
Total	$	142.9	$	141.3

	Nine Months Ended
	October 3, 2026		September 27, 2025		$ Change			% Change
Americas	$	173.7	$	157.9	$	15.8			10.0	%
EMEA		146.0		125.1		20.9			16.7	%
APAC		108.8		125.6		(16.8	)		(13.4	)%
Total	$	428.5	$	408.6

Regional sales performance in the third quarter compared to the prior year quarter was driven by:

Americas - sales increased $6.0, 11.2%, primarily from stronger demand in the mobile end market.

EMEA - sales increased $3.8, 9.2%. Excluding unfavorable changes in foreign currency rates of $0.7, sales increased $4.5, 10.9%, driven by generally stronger demand in the mobile and agriculture end markets.

APAC - sales decreased $8.2, 17.7%. Excluding favorable changes in foreign currency rates of $1.3 and Divestiture related sales of $17.5, APAC sales increased $8.0, 27.7%, driven by generally stronger demand in the mobile end market.

Third quarter gross profit increased $0.2, 0.4%, compared to the prior year third quarter, primarily due to higher volume, partially offset by higher freight, employee benefit costs, and utilities costs. Gross margin decreased 20 basis points to 32.3%, primarily due to higher direct labor, freight and overhead costs as a percentage of net sales.

Year-to-date gross profit increased $11.2, 8.6%, primarily due to higher volume and net tariff impacts. Gross margin increased 110 basis points primarily due to the Divestiture and lower material costs as a percentage of net sales partially offset by higher direct labor and variable overhead costs as a percentage of net sales.

Gross profit in the Hydraulics segment for the three and nine months ended October 3, 2026 included a $0.8 benefit related to IEEPA tariff refunds.

Third quarter operating income as a percentage of net sales increased 10 basis points to 17.3%, primarily due to fixed cost leverage on higher volume and lower operating expenses, partially offset by lower gross margin. Operating expenses were $0.3 lower than in the prior-year period, primarily due to lower costs as result of the Divestiture, partially offset by employee benefit costs.

Year-to-date operating income as a percentage of net sales increased 160 basis points to 17.9%, primarily due to higher gross margin and fixed cost leverage on higher volume, partially offset by higher operating expenses. Operating expenses were $1.0 higher than in the prior-year period, primarily due to higher research and development expenses and employee benefit costs.

Electronics

The following table presents the results of operations for the Electronics segment:


	Three Months Ended
	October 3, 2026			September 27, 2025			$ Change		% Change
Net sales	$	86.8		$	79.0		$	7.8		9.9	%
Gross profit	$	30.1		$	27.1		$	3.0		11.1	%
Gross profit %		34.7	%		34.3	%
Operating income	$	12.4		$	(13.7	)	$	26.1		190.5	%
Operating income %		14.3	%		-17.5	%

	Nine Months Ended
	October 3, 2026			September 27, 2025			$ Change		% Change
Net sales	$	261.5		$	219.6		$	41.9		19.1	%
Gross profit	$	90.3		$	70.5		$	19.8		28.1	%
Gross profit %		34.5	%		32.1	%
Operating income	$	37.8		$	0.2		$	37.6	NM
Operating income %		14.5	%		0.1	%

General note: NM indicates that the percentage change is not meaningful.

Third quarter net sales for the Electronics segment increased $7.8, 9.9%, compared with the prior year period. Compared to the prior year period, the third quarter sales increase was driven by the health and wellness, recreational, mobile and industrial end markets. Sales in the agriculture end market increased slightly. Third quarter sales included $0.4 from Radio Sound, Inc. Changes in foreign currency exchange rates had a favorable impact of $0.4. Net sales in the Electronics segment for the three months ended October 3, 2026 included a $0.6 reduction resulting from expected customer credits associated with IEEPA tariff refunds.

Year-to-date net sales for the Electronics segment increased $41.9, 19.1%, compared with the prior year period. Overall strength in the recreational, health and wellness, mobile, and industrial end markets more than offset a slight decrease in sales in the agriculture end market. Year-to-date sales included $0.4 from Radio Sound, Inc. Changes in foreign currency exchange rates had a favorable impact of $1.2. Net sales in the Electronics segment for the nine months ended October 3, 2026 included a $1.8 reduction resulting from expected customer credits associated with IEEPA tariff refunds.

The following table presents net sales based on the geographic region of the sale for the Electronics segment:


	Three Months Ended
	October 3, 2026		September 27, 2025		$ Change			% Change
Americas	$	66.2	$	60.5	$	5.7			9.4	%
EMEA		9.1		9.8		(0.7	)		(7.1	)%
APAC		11.5		8.7		2.8			32.2	%
Total	$	86.8	$	79.0

	Nine Months Ended
	October 3, 2026		September 27, 2025		$ Change			% Change
Americas	$	201.2	$	170.9	$	30.3			17.7	%
EMEA		26.8		24.4		2.4			9.8	%
APAC		33.5		24.3		9.2			37.9	%
Total	$	261.5	$	219.6

Net sales increased across both the Americas and APAC regions in the third quarter and year-to-date period. APAC sales increased over the comparable third quarter and year-to-date periods driven primarily by the health and wellness end market. In the Americas, the recreational end market was the primary driver for the growth. Net sales in EMEA were down in the third quarter but up in the year-to-date period.

Third quarter gross profit increased $3.0, 11.1% compared to the prior year third quarter, primarily due to higher volume. Gross margin improved 40 basis points, primarily due to fixed cost leverage on higher volume, partially offset by higher electronic component costs and freight expense. Gross profit in the Electronics segment for the three months ended October 3, 2026 included a $0.2 benefit related to IEEPA tariff refunds.

Year-to-date gross profit increased $19.8, 28.1%, primarily due to higher volume in the current year and net tariff impacts. Gross margin increased 240 basis points over the same period to 34.5%, primarily due to better absorption of fixed costs on higher sales volumes and lower direct labor costs as a percentage of net sales, partially offset by higher electronic component costs. Gross profit in the Electronics segment for the nine months ended October, 2026 included a $0.6 benefit related to IEEPA tariff refunds.

Operating income in the third quarter of 2025 included a $25.9 goodwill impairment charge related to i3PD, which is included in the Electronics segment. Excluding the impairment, prior year Electronics operating income was $12.2 and operating margin was 15.5%. Compared to the prior year period, excluding the impairment, operating income increased $0.2, as higher gross profit was largely offset by higher operating expenses, and operating income as a percentage of net sales decreased 120 basis points to 14.3%. Excluding the impairment, operating expenses were $2.8 higher than the prior year period, primarily due to higher research and development expenses, employee benefit costs, incentive compensation costs, and bad debt expense.


Florida		59-2754337
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7456 16th St E SARASOTA, Florida		34243
(Address of Principal Executive Offices)		(Zip Code)


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☐
		Emerging growth company	☐


			Page

PART I. FINANCIAL INFORMATION			3

	Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of October 3, 2026 (unaudited) and January 3, 2026		3

	Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended October 3, 2026 and September 27, 2025		4

	Condensed Consolidated Statements of Operations (unaudited) for the Nine Months Ended October 3, 2026 and September 27, 2025		5

	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended October 3, 2026 and September 27, 2025		6

	Condensed Consolidated Statements of Shareholders’ Equity (unaudited) for the Three Months Ended October 3, 2026 and September 27, 2025		7

	Condensed Consolidated Statements of Shareholders’ Equity (unaudited) for the Nine Months Ended October 3, 2026 and September 27, 2025		8

	Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended October 3, 2026 and September 27, 2025		9

	Condensed Notes to the Consolidated, Unaudited Financial Statements		10

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

	Item 4.	Controls and Procedures	36

PART II. OTHER INFORMATION			37

	Item 1.	Legal Proceedings	37

	Item 1A.	Risk Factors	37

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

	Item 3.	Defaults Upon Senior Securities	37

	Item 4.	Mine Safety Disclosures	37

	Item 5.	Other Information	38

	Item 6.	Exhibits	39


ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased(1)		Average Price Paid Per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(3)		Approximate Dollar Value of Maximum Number of Shares That May Yet be Repurchased Under the Plans or Programs (in millions)(4)
July 5, 2026 - August 1, 2026		55,592	$	79.30		55,592	$	71.5
August 2, 2026 - August 29, 2026		120,000	$	77.75		120,000	$	62.1
August 30, 2026 - October 3, 2026		80,000	$	69.57		80,000	$	56.6
Total		255,592				255,592

(1) 734,970 total shares repurchased as of October 3, 2026. No shares were purchased during the quarter that were not part of a publicly announced program.
(2) Average price paid per share excludes commission fees and a 1% excise tax imposed by the Inflation Reduction Act of 2022.
(3) These shares, once repurchased are held as treasury stock by the Company.
(4) On February 20, 2025, the Board approved a multi-year share repurchase program (the "Share Repurchase Program"), authorizing the Company to repurchase up to $100.0 of our outstanding common stock.


Exhibit Number		Exhibit Description

31.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		CEO Certification pursuant to 18 U.S.C. § 1350.

32.2		CFO Certification pursuant to 18 U.S.C. § 1350.

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

101.LAB		XBRL Label Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2026, has been formatted in Inline XBRL.


Date: November 6, 2026	HELIOS TECHNOLOGIES, INC.

	By:	/s/ Sean Bagan
		Sean Bagan
		President and Chief Executive Officer (Principal Executive Officer )


Date: November 6, 2026
	By:	/s/ Jeremy Evans
		Jeremy Evans
		Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)