A Dark Vector Cognition product

Item 1. Financial Statements

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Item 1. Financial Statements

AMETEK, Inc.

Consolidated Statement of Income

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended March 31,
20262025
Net sales$1,928,437$1,731,971
Cost of sales1,210,8781,106,971
Selling, general and administrative202,623170,171
Total operating expenses1,413,5011,277,142
Operating income514,936454,829
Interest expense(20,909)(18,993)
Other (expense) income, net(1,047)(1,614)
Income before income taxes492,980434,222
Provision for income taxes93,62382,464
Net income$399,357$351,758
Basic earnings per share$1.74$1.52
Diluted earnings per share$1.74$1.52
Weighted average common shares outstanding:
Basic shares228,903230,668
Diluted shares229,835231,542
Dividends declared and paid per share$0.34$0.31

See accompanying notes.

AMETEK, Inc.

Consolidated Statement of Comprehensive Income

(In thousands)

(Unaudited)

Three Months Ended March 31,
20262025
Net income$399,357$351,758
Other comprehensive income (loss):
Amounts arising during the period – gains (losses), net of tax (expense) benefit:
Foreign currency translation:
Translation adjustments(49,329)65,778
Change in long-term intercompany notes1,511(3,116)
Net investment hedge instruments gain (loss), net of tax of $(4,397) and $8,099 for the quarter ended March 31, 2026 and 2025, respectively14,010(25,801)
Defined benefit pension plans:
Amortization of net actuarial loss, net of tax of $(167) and $(296) for the quarter ended March 31, 2026 and 2025, respectively531942
Other comprehensive (loss) income(33,277)37,803
Total comprehensive income$366,080$389,561

AMETEK, Inc.

Consolidated Balance Sheet

(In thousands)

March 31, 2026December 31, 2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$481,250$457,951
Receivables, net1,153,9511,119,257
Inventories, net1,143,4181,106,405
Other current assets358,889336,229
Total current assets3,137,5083,019,842
Property, plant and equipment, net840,388855,215
Right of use assets, net263,167273,142
Goodwill7,266,3517,170,770
Other intangibles, net4,165,0884,128,394
Investments and other assets637,033620,180
Total assets$16,309,535$16,067,543
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt, net$1,114,946$1,208,975
Accounts payable619,255617,950
Customer advanced payments463,706396,177
Income taxes payable91,16982,682
Accrued liabilities and other467,060536,968
Total current liabilities2,756,1362,842,752
Long-term debt, net1,062,6031,074,334
Deferred income taxes839,748788,915
Other long-term liabilities731,751732,756
Total liabilities5,390,2385,438,757
Stockholders’ equity:
Common stock, $0.01 par value2,7282,725
Capital in excess of par value1,314,4001,317,288
Retained earnings12,574,04112,252,480
Accumulated other comprehensive loss(432,497)(399,220)
Treasury stock(2,539,375)(2,544,487)
Total stockholders’ equity10,919,29710,628,786
Total liabilities and stockholders’ equity$16,309,535$16,067,543

See accompanying notes.

AMETEK, Inc.

Consolidated Statement of Stockholders’ Equity

(In thousands)

(Unaudited)

Common stockCapital in excess of par valueRetained earningsAccumulated other comprehensive (loss) incomeTreasury stockTotal stockholders’ equity
Three months ended March 31, 2026
Balance at December 31, 2025$2,725$1,317,288$12,252,480$(399,220)$(2,544,487)$10,628,786
Net income——399,357——399,357
Shares issued3————3
Issuance of common stock under employee stock plans—(12,596)——13,046450
Share-based compensation expense—9,708———9,708
Cash dividends paid——(77,796)——(77,796)
Other comprehensive (loss) income———(33,277)—(33,277)
Purchase of treasury stock————(7,934)(7,934)
Other——————
Balance at March 31, 2026$2,728$1,314,400$12,574,041$(432,497)$(2,539,375)$10,919,297
Three months ended March 31, 2025
Balance at December 31, 2024$2,720$1,264,670$11,057,684$(555,739)$(2,114,031)$9,655,304
Net income——351,758——351,758
Shares issued2————2
Issuance of common stock under employee stock plans—(19,116)——13,152(5,964)
Share-based compensation expense—9,464———9,464
Cash dividends paid——(71,455)——(71,455)
Other comprehensive (loss) income———37,803—37,803
Purchase of treasury stock————(6,966)(6,966)
Other——————
Balance at March 31, 2025$2,722$1,255,018$11,337,987$(517,936)$(2,107,845)$9,969,946

See accompanying notes.

AMETEK, Inc.

Condensed Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

Three months ended March 31,
20262025
Cash provided by (used for):
Operating activities:
Net income$399,357$351,758
Adjustments to reconcile net income to total operating activities:
Depreciation and amortization105,490106,367
Deferred income taxes16,062(1,328)
Share-based compensation expense9,7089,464
Net change in assets and liabilities, net of acquisitions(51,985)(42,196)
Pension contributions(1,412)(1,462)
Other, net(25,704)(5,058)
Total operating activities451,516417,545
Investing activities:
Additions to property, plant and equipment(25,468)(23,069)
Purchases of businesses, net of cash acquired(209,558)(103,165)
Other, net473521
Total investing activities(234,553)(125,713)
Financing activities:
Net change in short-term borrowings(82,689)(185,093)
Repurchases of common stock(27,935)(18,011)
Cash dividends paid(77,796)(71,455)
Proceeds from stock option exercises9,6434,669
Other, net(9,187)(7,803)
Total financing activities(187,964)(277,693)
Effect of exchange rate changes on cash and cash equivalents(5,700)10,863
Increase (decrease) in cash and cash equivalents23,29925,002
Cash and cash equivalents:
Beginning of period457,951373,999
End of period$481,250$399,001

See accompanying notes.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements are unaudited. AMETEK, Inc. (the “Company”) believes that all adjustments (which primarily consist of normal recurring accruals) necessary for a fair presentation of the consolidated financial position of the Company at March 31, 2026, the consolidated results of its operations for the three months ended March 31, 2026 and 2025 and its cash flows for the three months ended March 31, 2026 and 2025 have been included. The Company has two reportable segments, Electronic Instruments Group (“EIG”) and Electromechanical Group (“EMG”). The Company identifies its operating segments for segment reporting purposes primarily on the basis of product type, production processes, distribution methods and management organizations. Quarterly results of operations are not necessarily indicative of results for the full year. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the U.S. Securities and Exchange Commission.

2. Recent Accounting Pronouncements

Recent Accounting Pronouncements

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) - Hedge Accounting Improvements ("ASU 2025-09"). The amendments in this update aim to better align financial reporting with an entity's risk management strategies. It makes improvements in five key areas to help entities achieve and maintain hedge accounting for highly effective economic hedges. Improvements include changes to similar risk assessment for cash flow hedges, a new model for Choose-Your-Rate debt instruments, a principles-based approach for nonfinancial forecasted transactions, clarification on net written options, and addressing the mismatch in dual-hedge accounting. ASU 2025-09 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact ASU 2025-09 may have on the Company's financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) updating guidance on accounting for internal-use software. The amendments modernize guidance to consider different methods of software development, updating the requirements for capitalization of software costs. ASU 2025-06 is effective for annual and interim reporting periods beginning after December 15, 2027. Prospective, modified prospective, or retrospective application is allowed and early adoption is permitted. The Company has not determined the impact ASU 2025-06 may have on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosures about significant expenses included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Prospective or retrospective application is allowed and early adoption is permitted. The Company has not determined the impact ASU 2024-03 may have on the Company’s financial statement disclosures.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

3. Revenues

The outstanding contract asset and liability accounts were as follows:

20262025
(In thousands)
Contract assets—January 1$159,896$136,432
Contract assets – March 31178,306157,815
Change in contract assets – increase (decrease)18,41021,383
Contract liabilities – January 1448,849400,689
Contract liabilities – March 31505,507426,235
Change in contract liabilities – (increase) decrease(56,658)(25,546)
Net change$(38,248)$(4,163)

The net change for the three months ended March 31, 2026 was primarily driven by an increase in customer advance payments. For the three months ended March 31, 2026 and 2025, the Company recognized revenue of $261.5 million and $182.5 million, respectively, that was previously included in the beginning balance of contract liabilities.

Contract assets are reported as a component of Other current assets in the consolidated balance sheet. At March 31, 2026 and December 31, 2025, $41.8 million and $52.7 million of Customer advanced payments (contract liabilities), respectively, were recorded in Other long-term liabilities in the consolidated balance sheets.

The remaining performance obligations not expected to be completed within one year as of March 31, 2026 and December 31, 2025 were $684.7 million and $627.4 million, respectively. Remaining performance obligations represent the transaction price of firm, non-cancelable orders, with expected delivery dates to customers greater than one year from the balance sheet date, for which the performance obligation is unsatisfied or partially unsatisfied. These performance obligations will be substantially satisfied within two to three years.

Geographic Areas

Net sales were attributed to geographic areas based on the location of the customer. Information about the Company’s operations in different geographic areas was as follows for the three months ended March 31:

Three months ended March 31, 2026
EIGEMGTotal
(In thousands)
United States$619,384$385,391$1,004,775
International(1):
United Kingdom34,17738,06072,237
European Union countries162,015128,577290,592
Asia323,46766,567390,034
Other foreign countries125,49345,306170,799
Total international645,152278,510923,662
Consolidated net sales$1,264,536$663,901$1,928,437

(1) Includes U.S. export sales of $533.4 million for the three months ended March 31, 2026.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

Three months ended March 31, 2025
EIGEMGTotal
(In thousands)
United States$580,125$347,405$927,530
International(1):
United Kingdom30,81737,80668,623
European Union countries132,466104,185236,651
Asia274,86555,178330,043
Other foreign countries125,40043,724169,124
Total international563,548240,893804,441
Consolidated net sales$1,143,673$588,298$1,731,971

(1) Includes U.S. export sales of $470.0 million for the three months ended March 31, 2025.

Major Products and Services

The Company’s major products and services in the reportable segments were as follows:

Three months ended March 31, 2026
EIGEMGTotal
(In thousands)
Process and analytical instrumentation$891,630$—$891,630
Aerospace and power372,906196,595569,501
Automation and engineered solutions—467,306467,306
Consolidated net sales$1,264,536$663,901$1,928,437
Three months ended March 31, 2025
EIGEMGTotal
(In thousands)
Process and analytical instrumentation$776,871$—$776,871
Aerospace and power366,802171,908538,710
Automation and engineered solutions—416,390416,390
Consolidated net sales$1,143,673$588,298$1,731,971

Timing of Revenue Recognition

Three months ended March 31, 2026
EIGEMGTotal
(In thousands)
Products transferred at a point in time$1,001,212$589,065$1,590,277
Products and services transferred over time263,32474,836338,160
Consolidated net sales$1,264,536$663,901$1,928,437
Three months ended March 31, 2025
EIGEMGTotal
(In thousands)
Products transferred at a point in time$906,887$533,408$1,440,295
Products and services transferred over time236,78654,890291,676
Consolidated net sales$1,143,673$588,298$1,731,971

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

Product Warranties

The Company provides limited warranties in connection with the sale of its products. The warranty periods for products sold vary among the Company’s operations, but the majority do not exceed one year. The Company calculates its warranty expense provision based on its historical warranty experience and adjustments are made periodically to reflect actual warranty expenses. Product warranty obligations are reported as a component of Accrued liabilities and other in the consolidated balance sheet.

Changes in the accrued product warranty obligation were as follows:

Three Months Ended March 31,
20262025
(In thousands)
Balance at the beginning of the period$44,738$38,555
Accruals for warranties issued during the period3,8095,167
Settlements made during the period(4,931)(4,846)
Warranty accruals related to acquired businesses and other during the period(201)1,345
Balance at the end of the period$43,415$40,221

Accounts Receivable

The Company maintains allowances for estimated losses resulting from the inability of customers to meet their financial obligations to the Company. The Company recognizes an allowance for credit losses, on all accounts receivable and contract assets, which considers risk of future credit losses based on factors such as historical experience, contract terms, as well as general and market business conditions, country, and political risk. Balances are written off when determined to be uncollectible.

At March 31, 2026, the Company had $1,154.0 million of accounts receivable, net of allowances of $13.5 million. At December 31, 2025, the Company had $1,119.3 million of accounts receivable, net of allowance of $13.7 million. Changes in the allowance were not material for the three months ended March 31, 2026.

4. Earnings Per Share

The calculation of basic earnings per share is based on the weighted average number of common shares considered outstanding during the periods. The calculation of diluted earnings per share reflects the effect of all potentially dilutive securities (principally outstanding stock options and restricted stock grants). The number of weighted average shares used in the calculation of basic earnings per share and diluted earnings per share was as follows:

Three Months Ended March 31,
20262025
(In thousands)
Weighted average shares:
Basic shares228,903230,668
Equity-based compensation plans932874
Diluted shares229,835231,542

The calculation of diluted earnings per share for the three months ended March 31, 2025 excluded an immaterial number of stock options because the exercise prices of these stock options exceeded the average market price of the Company’s common shares, and the effect of their inclusion would have been antidilutive. There were no antidilutive shares for the three months ended March 31, 2026.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

5. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the Company’s assets that are measured at fair value on a recurring basis, consistent with the fair value hierarchy, at March 31, 2026 and December 31, 2025:

March 31, 2026
TotalLevel 1Level 2Level 3
(In thousands)
Mutual fund investments$8,244$8,244$—$—
December 31, 2025
TotalLevel 1Level 2Level 3
(In thousands)
Mutual fund investments$8,199$8,199$—$—

The fair value of mutual fund investments is based on quoted market prices. The mutual fund investments are shown as a component of investments and other assets on the consolidated balance sheet.

For the three months ended March 31, 2026 and 2025, gains and losses on the investments noted above were not significant. No transfers between level 1 and level 2 investments occurred during the three months ended March 31, 2026 and 2025.

Financial Instruments

Cash, cash equivalents and mutual fund investments are recorded at fair value at March 31, 2026 and December 31, 2025 in the accompanying consolidated balance sheet.

The following table provides the estimated fair values of the Company’s financial instrument liabilities, for which fair value is measured for disclosure purposes only, compared to the recorded amounts at March 31, 2026 and December 31, 2025:

March 31, 2026December 31, 2025
Recorded AmountFair ValueRecorded AmountFair Value
(In thousands)
Long-term debt (including current portion)$(1,508,804)$(1,463,418)$(1,527,238)$(1,488,009)

The fair value of net short-term borrowings approximates the carrying value. The Company’s net long-term debt is all privately held with no public market for this debt, therefore, the fair value of net long-term debt was computed based on comparable current market data for similar debt instruments and is considered a level 3 liability.

6. Hedging Activities

The Company has designated certain foreign-currency-denominated long-term borrowings as hedges of the net investment in certain foreign operations. As of March 31, 2026, these net investment hedges included British-pound-and Euro-denominated long-term debt. These borrowings were designed to create net investment hedges in certain designated foreign

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

subsidiaries. The Company designated the British-pound- and Euro-denominated loans as hedging instruments to offset translation gains or losses on the net investment due to changes in the British pound and Euro exchange rates. These net investment hedges are evidenced by management’s contemporaneous documentation supporting the hedge designation. Any gain or loss on the hedging instruments (the debt) following hedge designation is reported in accumulated other comprehensive income in the same manner as the translation adjustment on the hedged investment based on changes in the spot rate, which is used to measure hedge effectiveness.

At March 31, 2026, the Company had $296.6 million of British-pound-denominated loans and $662.2 million in Euro-denominated loans, which were designated as a hedge against the net investment in British pound and Euro functional currency foreign subsidiaries. As a result of the British-pound- and Euro-denominated loans designated and 100% effective as net investment hedges, $18.4 million of pre-tax currency remeasurement gains have been included in the foreign currency translation component of other comprehensive income for the three months ended March 31, 2026.

7. Inventories, net

March 31, 2026December 31, 2025
(In thousands)
Finished goods and parts$129,367$112,300
Work in process191,667179,792
Raw materials and purchased parts822,384814,313
Total inventories, net$1,143,418$1,106,405

8. Leases and Other Commitments

The Company has commitments under operating leases for certain facilities, vehicles and equipment used in its operations. Cash used in operations for operating leases was not materially different from operating lease expense for the three months ended March 31, 2026 and 2025. The Company's leases have a weighted average remaining lease term of approximately seven years.

The components of lease expense were as follows:

Three Months Ended March 31,
20262025
(In thousands)
Operating lease cost$21,200$20,275
Variable lease cost3,6963,345
Total lease cost$24,896$23,620

Supplemental balance sheet information related to leases was as follows:

March 31, 2026December 31, 2025
(In thousands)
Right of use assets, net$263,167$273,142
Lease liabilities included in Accrued Liabilities and other61,03161,133
Lease liabilities included in Other long-term liabilities217,054227,066
Total lease liabilities$278,085$288,199

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

Maturities of lease liabilities as of March 31, 2026 were as follows:

Lease Liability Maturity AnalysisOperating Leases
(In thousands)
Remaining 2026$54,080
202762,473
202850,002
202941,905
203034,662
Thereafter84,759
Total lease payments327,881
Less: imputed interest49,796
$278,085

The Company does not have any significant leases that have not yet commenced.

Other Commitments

In the ordinary course of its business, the Company issues guarantees, stand-by letters of credit and surety bonds to provide financial or performance assurance to third parties on behalf of its consolidated subsidiaries to support or enhance the subsidiary's stand-alone creditworthiness. At March 31, 2026, the maximum amount of future payment obligations relative to these various guarantees was $337.7 million and the outstanding liability under certain of those guarantees was $210.8 million.

9. Acquisitions

The Company spent $209.6 million in cash, net of cash acquired, to acquire LKC Technologies ("LKC") in January 2026. LKC is a leading provider of innovative technologies to enable the effective diagnosis and management of ophthalmic conditions. LKC is part of EIG.

The following table represents the allocation of the purchase price for the net assets of the LKC acquisition based on the estimated fair values at acquisition (in millions):

Property, plant and equipment$0.5
Goodwill117.3
Other intangible assets115.5
Deferred income taxes(25.7)
Net working capital and other(1)10.2
Total purchase price$217.8
Less: Acquisition date fair value of cash acquired(8.2)
Total cash paid$209.6

(1)Includes $1.3 million in accounts receivable, whose fair value, contractual cash flows and expected cash flows are approximately equal.

The amount allocated to goodwill is reflective of the benefits the Company expects to realize from the acquisitions. LKC's design and engineering capabilities complement the Company's existing ultra precision technologies business.

At March 31, 2026, the purchase price allocated to other intangible assets of $115.5 million consists of $21.0 million of indefinite-lived intangible trade names, which are not subject to amortization. The remaining $94.5 million of other intangible assets consists of $73.5 million of customer relationships, which are being amortized over a period of 15 years, and $21.0 million of purchased technology, which is being amortized over a period of 15 years. Amortization expense for each of the next five years for the 2026 acquisition is expected to approximate $6 million per year.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

The LKC acquisition had an immaterial impact on reported net sales, net income, and diluted earnings per share for the three months ended March 31, 2026. Had the acquisition been made at the beginning of 2026 or 2025, pro forma net sales, net income, and diluted earnings per share for the three months ended March 31, 2026 and 2025, would not have been materially different than the amounts reported.

The Company is in the process of finalizing the measurement of certain tangible assets and liabilities, including accounts receivable and inventory, as well as the associated income tax considerations, for its July 2025 acquisition of FARO Technologies. The Company is in the process of finalizing the measurement of the intangible assets and tangible assets and liabilities, as well as the associated income tax considerations, for its January 2026 acquisition of LKC.

In January 2025, the Company acquired Kern Microtechnik ("Kern"). The Kern acquisition included an $8.9 million estimated fair value contingent payment due upon Kern achieving certain cumulative revenue and EBITDA targets over the period January 1, 2025 to January 1, 2027. The contingent liability was based on a probabilistic approach using level 3 inputs. At March 31, 2026, there was no change to the estimated fair value of the contingent payment liability.

Acquisition subsequent to March 31, 2026

In April 2026, the Company entered into a definitive agreement to acquire First Aviation Services, Inc. ("First Aviation"), a leading provider of highly engineered, mission-critical defense and aviation maintenance, repair and overhaul services and a manufacturer of related proprietary components. First Aviation has annual sales of approximately $80 million. First Aviation will join the Electromechanical Group.

10. Goodwill

The changes in the carrying amounts of goodwill by segment were as follows:

EIGEMGTotal
(In millions)
Balance at December 31, 2025$5,008.2$2,162.6$7,170.8
Goodwill acquired from 2026 acquisitions117.3—117.3
Purchase price allocation adjustments and other(0.1)—(0.1)
Foreign currency translation adjustments(15.0)(6.6)(21.6)
Balance at March 31, 2026$5,110.4$2,156.0$7,266.4

11. Income Taxes

The effective tax rate for the three months ended March 31, 2026 and 2025 was 19.0%.

At March 31, 2026, the Company had gross uncertain tax benefits of $239.5 million, of which $190.8 million, if recognized, would impact the effective tax rate.

The following is a reconciliation of the liability for uncertain tax positions (in millions):

Balance at December 31, 2025$229.3
Additions for tax positions10.2
Reductions for tax positions—
Balance at March 31, 2026$239.5

The additions above primarily reflect the tax positions for foreign tax planning initiatives. The Company recognizes interest and penalties accrued related to uncertain tax positions in income tax expense. The amounts recognized in income tax expense for interest and penalties during the three months ended March 31, 2026 and 2025 were not significant.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

The Organization for Economic Cooperation and Development’s (“OECD”) Pillar Two initiative set a 15% global minimum tax for certain multinationals, effective January 1, 2024, in most countries where the Company operates. In January 2026, new OECD guidance proposed a Side‑by‑Side (“SbS”) framework to limit Pillar Two taxes for U.S.-parented groups. Relief is contingent upon the implementation of the SbS framework within each respective jurisdiction's domestic legislation. For the three months ended March 31, 2026, the Company has recorded any incremental top-up tax in its income tax expense, based on the currently enacted Pillar Two framework, in jurisdictions where the effective tax rate does not meet the 15% minimum threshold.

12. Share-Based Compensation

The Company's share-based compensation plans are described in Note 11, Share-Based Compensation, to the consolidated financial statements in Part II, Item 8, filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Share Based Compensation Expense

Total share-based compensation expense was as follows:

Three Months Ended March 31,
20262025
(In thousands)
Stock option expense$2,822$3,263
Restricted stock expense5,2625,055
Performance restricted stock unit expense1,6241,146
Total pre-tax expense$9,708$9,464

Pre-tax share-based compensation expense is included in the consolidated statement of income in either Cost of sales or Selling, general and administrative expenses, depending on where the recipient’s cash compensation is reported.

Stock Options

The fair value of each stock option grant is estimated on the grant date using a Black-Scholes-Merton option pricing model. The following weighted average assumptions were used in the Black-Scholes-Merton model to estimate the fair values of stock options granted during the periods indicated:

Three Months Ended March 31, 2026Year Ended December 31, 2025
Expected volatility20.1%22.7%
Expected term (years)5.05.0
Risk-free interest rate3.87%4.07%
Expected dividend yield0.64%0.70%
Black-Scholes-Merton fair value per stock option granted$51.29$46.21

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

The following is a summary of the Company’s stock option activity and related information:

SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate Intrinsic Value
(In thousands)(Years)(In millions)
Outstanding at December 31, 20251,950$126.07
Granted234212.77
Exercised(83)111.40
Forfeited(10)174.86
Outstanding at March 31, 20262,091$136.126.3$163.6
Exercisable at March 31, 20261,629$119.295.4$154.9

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2026 was $9.1 million. The total fair value of stock options vested during the three months ended March 31, 2026 was $11.7 million. As of March 31, 2026, there was approximately $21.9 million of expected future pre-tax compensation expense related to the 0.5 million non-vested stock options outstanding, which is expected to be recognized over a weighted average period of approximately two years.

Restricted Stock

The following is a summary of the Company’s non-vested restricted stock activity and related information:

SharesWeighted Average Grant Date Fair Value
(In thousands)
Non-vested restricted stock outstanding at December 31, 2025280$173.25
Granted138213.45
Vested(122)167.48
Forfeited(9)176.96
Non-vested restricted stock outstanding at March 31, 2026287$194.98

The total fair value of restricted stock vested during the three months ended March 31, 2026 was $20.5 million. As of March 31, 2026, there was approximately $51.1 million of expected future pre-tax compensation expense related to the 0.3 million non-vested restricted shares outstanding, which is expected to be recognized over a weighted average period of approximately two years.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

Performance Restricted Stock Units

The following is a summary of the Company’s non-vested performance restricted stock activity and related information:

SharesWeighted Average Grant Date Fair Value
(In thousands)
Non-vested performance restricted stock outstanding at December 31, 2025240$166.06
Granted79212.77
Performance assumption change 12138.46
Vested(77)138.46
Forfeited(1)163.73
Non-vested performance restricted stock outstanding at March 31, 2026243$189.78

1 Reflects the number of PRSUs above target levels based on performance metrics.

As of March 31, 2026, there was approximately $23.3 million of expected future pre-tax compensation expense related to the 0.2 million non-vested restricted shares outstanding, which is expected to be recognized over a weighted average period of approximately one year.

13. Retirement and Pension Plans

The components of net periodic pension benefit expense (income) were as follows:

Three Months Ended March 31,
20262025
(In thousands)
Defined benefit plans:
Service cost$506$572
Interest cost7,1327,175
Expected return on plan assets(14,453)(13,094)
Amortization of net actuarial loss and other1,4722,019
Pension income(5,343)(3,328)
Other plans:
Defined contribution plans13,47912,504
Foreign plans and other1,7441,804
Total other plans15,22314,308
Total net pension expense$9,880$10,980

For defined benefit plans, the net periodic benefit income, other than the service cost component, is included in “Other (expense) income, net” in the consolidated statement of income.

For the three months ended March 31, 2026 and 2025, contributions to the Company’s defined benefit pension plans were $1.4 million and $1.5 million, respectively. The Company’s current estimate of 2026 contributions to its worldwide defined benefit pension plans is in line with the range disclosed in Note 12 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

14. Contingencies

Asbestos Litigation

The Company (including its subsidiaries) has been named as a defendant in a number of asbestos-related lawsuits. Certain of these lawsuits relate to a business which was acquired by the Company and do not involve products which were manufactured or sold by the Company. In connection with these lawsuits, the seller of such business has agreed to indemnify the Company against these claims (the “Indemnified Claims”). The Indemnified Claims have been tendered to, and are being defended by, such seller. The seller has met its obligations, in all respects, and the Company does not have any reason to believe such party would fail to fulfill its obligations in the future. To date, no judgments have been rendered against the Company as a result of any asbestos-related lawsuit. The Company believes that it has good and valid defenses to each of these claims and intends to defend them vigorously.

Environmental Matters

Certain historic processes in the manufacture of products have resulted in environmentally hazardous waste by-products as defined by federal and state laws and regulations. At March 31, 2026, the Company is named a Potentially Responsible Party (“PRP”) at 13 non-AMETEK-owned former waste disposal or treatment sites (the “non-owned” sites). The Company is identified as a “de minimis” party in a majority of these sites based on the low volume of waste attributed to the Company relative to the amounts attributed to other named PRPs. The Company is participating in the investigation and/or related required remediation as part of a PRP Group and reserves have been established to satisfy the Company’s expected obligations. The Company historically has resolved these issues within established reserve levels and reasonably expects this result will continue. In addition to these non-owned sites, the Company has an ongoing practice of providing reserves for probable remediation activities at certain of its current or previously owned manufacturing locations (the “owned” sites). For claims and proceedings against the Company with respect to other environmental matters, reserves are established once the Company has determined that a loss is probable and estimable. This estimate is refined as the Company moves through the various stages of investigation, risk assessment, feasibility study and corrective action processes. In certain instances, the Company has developed a range of estimates for such costs and has recorded a liability based on the best estimate. It is reasonably possible that the actual cost of remediation of the individual sites could vary from the current estimates and the amounts accrued in the consolidated financial statements; however, the amounts of such variances are not expected to result in a material change to the consolidated financial statements. In estimating the Company’s liability for remediation, the Company also considers the likely proportionate share of the anticipated remediation expense and the ability of the other PRPs to fulfill their obligations.

Total environmental reserves at March 31, 2026 and December 31, 2025 were $40.4 million and $37.4 million, respectively, for both non-owned and owned sites. For the three months ended March 31, 2026, the Company recorded $5.2 million in reserves. Additionally, the Company spent $2.2 million on environmental matters for the three months ended March 31, 2026.

The Company has agreements with other former owners of certain of its acquired businesses, as well as new owners of previously owned businesses. Under certain of the agreements, the former or new owners retained, or assumed and agreed to indemnify the Company against, certain environmental and other liabilities under certain circumstances. The Company and some of these other parties also carry insurance coverage for some environmental matters.

The Company believes it has established reserves for the environmental matters described above, which are sufficient to perform all known responsibilities under existing claims and consent orders. In the opinion of management, based on presently available information and the Company’s historical experience related to such matters, an adequate provision for probable costs has been made and the ultimate cost resulting from these actions is not expected to materially affect the consolidated results of operations, financial position or cash flows of the Company.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

15. Reportable Segments

The Company has two reportable segments, Electronic Instruments Group and Electromechanical Group. The Company identifies its operating segments for segment reporting purposes primarily on the basis of product type, production processes, distribution methods and management organizations.

Reportable Segment Financial Information (in thousands):

Three Months Ended March 31, 2026
EMGEIGCorporateTotal Consolidated
Net Sales$663,901$1,264,536$—$1,928,437
Cost of sales (1)470,092740,786—1,210,878
Selling expense23,043149,812—172,855
Segment Operating Income170,766373,938—544,704
Corporate G&A——29,76829,768
Operating Income170,766373,938(29,768)514,936
Interest expense——(20,909)(20,909)
Other (expense) income, net——(1,047)(1,047)
Income before Income Taxes$170,766$373,938$(51,724)$492,980
Depreciation15,44619,1781,63736,261
Amortization18,40350,826—69,229
Total depreciation and amortization$33,849$70,004$1,637$105,490
Research, Development & Engineering costs (2)$22,531$89,045$—$111,576
Assets$4,871,662$10,738,867$699,006$16,309,535
Capital Expenditures$9,344$12,841$3,283$25,468

(1)Includes $1.6 million of acquisition-related costs.

(2)Included in cost of sales.

AMETEK, Inc.

Notes to Consolidated Financial Statements

March 31, 2026

(Unaudited)

Three Months Ended March 31, 2025
EMGEIGCorporateTotal Consolidated
Net Sales$588,298$1,143,673$—$1,731,971
Cost of sales437,788669,183—1,106,971
Selling expense21,792120,440—142,232
Segment Operating Income128,718354,050—482,768
Corporate G&A——27,93927,939
Operating Income128,718354,050(27,939)454,829
Interest expense——(18,993)(18,993)
Other (expense) income, net——(1,614)(1,614)
Income before Income Taxes$128,718$354,050$(48,546)$434,222
Depreciation$15,393$18,757$1,436$35,586
Amortization26,64344,138—70,781
Total depreciation and amortization$42,036$62,895$1,436$106,367
Research, Development & Engineering costs (1)$21,243$73,622$—$94,865
Assets$4,807,148$9,459,042$610,906$14,877,096
Capital Expenditures$7,164$10,403$5,502$23,069

(1)Included in cost of sales.

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