IDEX 10-Q 2025-09-30

Filed 2025-10-29. 8 sections, 194K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 30, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition periodfrom _____to _____

Commission File Number: 1-10235

IDEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware36-3555336
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3100 Sanders Road,Suite 301,Northbrook,Illinois60062
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (847) 498-7070

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareIEXNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company☐
Emerging growth company☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Number of shares of common stock of IDEX Corporation outstanding as of October 24, 2025: 74,849,436.

TABLE OF CONTENTS

Part I. Financial Information
Item 1.Financial Statements1
Condensed Consolidated Statements of Income1
Condensed Consolidated Statements of Comprehensive Income2
Condensed Consolidated Balance Sheets3
Condensed Consolidated Statements of Equity4
Condensed Consolidated Statements of Cash Flows5
Notes to Condensed Consolidated Financial Statements6
Note 1. Basis of Presentation and Significant Accounting Policies6
Note 2. Acquisitions and Divestitures6
Note 3. Business Segments9
Note 4. Revenue11
Note 5. Earnings Per Common Share14
Note 6. Balance Sheet Components15
Note 7. Goodwill and Intangible Assets15
Note 8. Borrowings17
Note 9. Fair Value Measurements17
Note 10. Restructuring Expenses and Asset Impairments19
Note 11. Accumulated Other Comprehensive Income (Loss)20
Note 12. Share Repurchases21
Note 13. Share-Based Compensation21
Note 14. Retirement Benefits26
Note 15. Commitments and Contingencies27
Note 16. Income Taxes27
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28
Item 3.Quantitative and Qualitative Disclosures About Market Risk41
Item 4.Controls and Procedures41
Part II. Other Information
Item 1.Legal Proceedings42
Item 1A.Risk Factors42
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds42
Item 5.Other Information42
Item 6.Exhibits43
Signatures44

Cautionary Statement Under the Private Securities Litigation Reform Act

This quarterly report on Form 10-Q, including the “Overview,” “Results of Operations” and “Liquidity and Capital Resources” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may relate to, among other things, the Company’s business strategy, outlook and the assumptions underlying these expectations, capital return strategy, plant and equipment capacity for future growth, planned production, anticipated future acquisition behavior, resource and capital deployment, the Company’s ability to adapt to macroeconomic challenges and anticipated adaptability of resource deployment, anticipated impacts of tariffs and global trade policies and changes in law, including the One, Big, Beautiful Bill Act, the Company’s future market positioning, anticipated trends in end markets, including expectations regarding market sector contraction, recovery, stabilization or growth and underlying drivers of such expectations, expectations regarding future order volumes and order patterns, demand within end markets, availability and sufficiency of cash and financing alternatives, the impacts of any pending or threatened legal, regulatory and other proceedings involving the Company and its subsidiaries, anticipated benefits and restructuring charges. including severance charges, related to the Company’s organizational changes, the anticipated tax treatment of the Company’s recent acquisitions, the expected contingent consideration payable related to the Company’s recent acquisitions, the anticipated benefits and performance of the Company’s recent or future acquisitions, anticipated growth initiatives and expansions and the anticipated benefits of the Company’s productivity and cost containment efforts, and are indicated by words or phrases such as “anticipates,” “estimates,” “plans,” “guidance,” “expects,” “projects,” “forecasts,” “should,” “could,” “will,” “management believes,” “the Company believes,” “the Company intends” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this report.

The risks and uncertainties include, but are not limited to, the following: levels of industrial activity and economic conditions in the U.S. and other countries around the world, including uncertainties in the financial markets; pricing pressures, including inflation and rising interest rates, and other competitive factors and levels of capital spending in certain industries; the impact of severe weather events, natural disasters and public health threats; economic and political consequences resulting from terrorist attacks and wars; the Company’s ability to make acquisitions and to integrate and operate acquired businesses on a profitable basis; cybersecurity incidents; the relationship of the U.S. dollar to other currencies and its impact on pricing and cost competitiveness; political and economic conditions in countries in which the Company operates; developments with respect to trade policy and existing, new or increased tariffs or other similar measures; changes to applicable laws and regulations, including tax laws; interest rates; capacity utilization and the effect this has on costs; labor markets; supply chain conditions; market conditions and material costs; risks related to environmental, social and corporate governance issues, including those related to climate change and sustainability; and developments with respect to contingencies, such as litigation and environmental matters.

Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included in the Company’s most recent annual report on Form 10-K and the Company’s subsequent quarterly reports filed with the United States Securities and Exchange Commission (“SEC”) and the other risks discussed in the Company’s filings with the SEC. The forward-looking statements included here are only made as of the date of this report, and management undertakes no obligation to publicly update them to reflect subsequent events or circumstances, except as may be required by law. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

IDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net sales$878.7$798.2$2,558.4$2,405.9
Cost of sales488.1444.31,406.71,327.8
Gross profit390.6353.91,151.71,078.1
Selling, general and administrative expenses204.7182.9617.7560.8
Restructuring expenses and asset impairments0.13.018.35.4
Operating income185.8168.0515.7511.9
Gain on sale of business—0.6—(4.0)
Other (income) expense – net(1.2)2.72.6—
Interest expense – net16.510.348.227.8
Income before income taxes170.5154.4464.9488.1
Provision for income taxes42.835.5110.7106.7
Net income127.7118.9354.2381.4
Net loss attributable to noncontrolling interest0.10.20.70.4
Net income attributable to IDEX$127.8$119.1$354.9$381.8
Earnings per common share:
Basic earnings per common share attributable to IDEX$1.70$1.57$4.70$5.03
Diluted earnings per common share attributable to IDEX$1.70$1.57$4.70$5.02
Share data:
Basic weighted average common shares outstanding75.175.775.475.7
Diluted weighted average common shares outstanding75.275.975.575.9

See Notes to Condensed Consolidated Financial Statements

IDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net income$127.7$118.9$354.2$381.4
Other comprehensive (loss) income:
Pension and other postretirement adjustments, net of tax(0.1)(0.1)(0.5)(0.4)
Cumulative translation adjustment(2.8)91.8176.721.5
Other comprehensive (loss) income, net of tax(2.9)91.7176.221.1
Comprehensive income124.8210.6530.4402.5
Comprehensive loss attributable to noncontrolling interest0.10.20.70.4
Comprehensive income attributable to IDEX$124.9$210.8$531.1$402.9

See Notes to Condensed Consolidated Financial Statements

IDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)

(unaudited)

September 30, 2025December 31, 2024
ASSETS
Current assets
Cash and cash equivalents$593.8$620.8
Receivables – net500.2465.9
Inventories – net495.1429.7
Other current assets65.876.3
Total current assets1,654.91,592.7
Property, plant and equipment – net of accumulated depreciation of $653.4 and $589.9 at September 30, 2025 and December 31, 2024, respectively468.6460.4
Goodwill3,408.83,251.7
Intangible assets – net1,281.51,284.8
Other noncurrent assets155.9155.7
Total assets$6,969.7$6,745.3
LIABILITIES AND EQUITY
Current liabilities
Trade accounts payable$208.1$197.8
Accrued expenses302.0278.7
Current portion of long-term borrowings0.7100.7
Dividends payable53.252.5
Total current liabilities564.0629.7
Long-term borrowings – net1,901.61,859.5
Deferred income taxes287.8267.2
Other noncurrent liabilities206.2194.8
Total liabilities2,959.62,951.2
Commitments and contingencies (Note 15)
Shareholders’ equity
Preferred stock:
Authorized: 5.0 million shares, $0.01 per share par value; Issued: None——
Common stock:
Authorized: 150.0 million shares, $0.01 per share par value
Issued: 90.1 million shares at both September 30, 2025 and December 31, 20240.90.9
Treasury stock at cost: 15.1 million shares at September 30, 2025 and 14.2 million shares at December 31, 2024(1,348.1)(1,170.3)
Additional paid-in capital888.5864.8
Retained earnings4,424.84,230.2
Accumulated other comprehensive income (loss)45.3(130.9)
Total shareholders’ equity4,011.43,794.7
Non

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

The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and related notes in this quarterly report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Item 1A, “Risk Factors” in the Company’s most recent annual report on Form 10-K and under the heading “Cautionary Statement Under the Private Securities Litigation Reform Act” discussed elsewhere in this quarterly report.

This discussion includes certain non-GAAP financial measures that have been defined and reconciled to the most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the headings “Non-GAAP Disclosures” and “Free Cash Flow.” This discussion also includes Operating working capital, which has been defined under the heading “Liquidity and Capital Resources.” The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.

Overview

IDEX is an applied solutions provider specializing in the manufacturing of health and science technologies, fluid and metering technologies, and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets across a wide range of industries throughout the world. Accordingly, IDEX’s businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where it does business, as well as by the relationship of the U.S. dollar to other currencies. Levels of capacity utilization and capital spending in certain markets and overall industrial activity are important factors that influence the demand for IDEX’s products.

Highlights

(All comparisons are against the same period in 2024 unless otherwise noted)

Three Months Ended September 30, 2025

  • Record reported Net sales of $878.7 million increased 10% overall and increased 5% organically*

  • Reported diluted earnings per common share (“EPS”) attributable to IDEX of $1.70 increased 8%

  • Adjusted diluted EPS attributable to IDEX* of $2.03 increased 7%

*These are non-GAAP measures. See the definitions of these non-GAAP measures and reconciliations to their most directly comparable GAAP financial measures under the heading “Non-GAAP Disclosures.”

During the third quarter of 2025, the Company delivered strong operating performance driven by strong price/cost execution and net productivity improvements, including platform optimization savings resulting from restructuring and other cost containment actions taken during 2025, despite challenging macroeconomic conditions. Operating results during the quarter also benefited from the acquisition of Mott Corporation and its subsidiaries (“Mott”).

Regardless of the business environment, IDEX’s business model and 8020 discipline position the Company to quickly address challenges and pursue opportunities as they arise. Overall industrial order trends remain range-bound and the Company continues to see hesitation around larger order commitments from many customers. Given geopolitical, trade, and overall macroeconomic uncertainty, IDEX remains focused on what it can control and driving sustainable growth and value creation for all stakeholders. The Company continues to refine its capabilities through platform-building, capability-tuning, and integrated growth strategies that customers value. However, IDEX cannot be certain these strategies will entirely mitigate macroeconomic shifts, including if demand otherwise decreases. The Company remains focused on optimizing its business portfolio and expects its strong cash generation and balance sheet will continue to enable opportunistic capital deployment to generate shareholder value sustainably in the long run.

Results of Operations

The following is a discussion and analysis of the Company’s results of operations for the three and nine months ended September 30, 2025 compared with the three and nine months ended September 30, 2024.

Three Months Ended September 30,ChangeNine Months Ended September 30,Change
(In millions, except per share amounts)20252024$% / bps20252024$% / bps
Domestic sales$459.2$397.3$61.916%$1,314.4$1,202.4$112.09%
International sales419.5400.918.65%1,244.01,203.540.53%
Net sales878.7798.280.510%2,558.42,405.9152.56%
Cost of sales488.1444.343.810%1,406.71,327.878.96%
Gross profit390.6353.936.710%1,151.71,078.173.67%
Gross margin44.5%44.3%n/a20 bps45.0%44.8%n/a20 bps
Selling, general and administrative expenses204.7182.921.812%617.7560.856.910%
Restructuring expenses and asset impairments0.13.0(2.9)(97%)18.35.412.9NM
Operating income185.8168.017.811%515.7511.93.81%
Gain on sale of business—0.6(0.6)(100%)—(4.0)4.0(100%)
Other (income) expense – net(1.2)2.7(3.9)NM2.6—2.6NM
Interest expense – net16.510.36.260%48.227.820.473%
Income before income taxes170.5154.416.110%464.9488.1(23.2)(5%)
Provision for income taxes42.835.57.321%110.7106.74.04%
Effective tax rate25.1%22.9%n/a220 bps23.8%21.9%n/a190 bps
Net income attributable to IDEX$127.8$119.1$8.77%$354.9$381.8$(26.9)(7%)
Diluted earnings per common share attributable to IDEX$1.70$1.57$0.138%$4.70$5.02$(0.32)(6%)
NM - Not Meaningful

Net Sales

Net sales for both the three and nine months ended September 30, 2025 increased as compared to the same prior year periods as a result of contributions from the acquisition of Mott. Organic sales for the same periods increased 5% and 1%, respectively driven by positive price across all segments. While higher volumes in our Health & Science Technologies and Fluid & Metering Technologies segments more than offset the lower volumes in our Fire & Safety/Diversified Products segment during the three months ended September 30, 2025, higher volumes in our Health & Science Technologies segment only partly mitigated lower volumes in our Fluid & Metering Technologies and Fire & Safety/Diversified Products segments during the nine months ended September 30, 2025.

Gross Profit and Gross Margin

Gross profit and Gross margin for both the three and nine months ended September 30, 2025 were positively impacted by operational productivity improvements and price cost but were negatively impacted by unfavorable mix. The nine months ended September 30, 2025 was also negatively impacted by volume deleverage. Gross profit for both the three and nine months ended September 30, 2025 was positively impacted by acquisitions, net of divestitures, while Gross margin for both the three and nine months ended September 30, 2025 was negatively impacted by acquisitions, net of divestitures. Platform optimization savings resulting from restructuring actions taken during 2025 mitigated increases in other employee-related costs during both the three and nine months ended September 30, 2025.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for both the three and nine months ended September 30, 2025 increased by $14.2 million and $47.7 million from acquisitions, net of divestitures, including amortization, respectively, as well as increased professional services spending and slightly higher employee-related costs, driven by variable compensation, as compared to the same prior year periods.

Restructuring Expenses and Asset Impairments

Restructuring expenses and asset impairments primarily relate to severance expense for restructuring actions taken during the respective periods presented. Severance costs during the nine months ended September 30, 2025 were incurred in conjunction with organizational changes, primarily designed to connect scalable groups of businesses, which resulted in a reduction of headcount. Additionally, the Company eliminated certain management layers in select areas. For additional information regarding restructuring expenses and asset impairments, refer to Note 10, “Restructuring Expenses and Asset Impairments,” in the Notes to Condensed Consolidated Financial Statements.

Gain on Sale of Business

On June 3, 2024, the Company completed the sale of Alfa Valvole, Srl (“Alfa Valvole”) for proceeds of $45.1 million, net of cash remitted, resulting in an initial gain on the sale of $4.6 million, net of a release of cumulative foreign currency translation losses of $5.5 million. During the three months ended September 30, 2024, the gain on the sale of Alfa Valvole was finalized, resulting in a downward adjustment to the gain on sale of $0.6 million for a final gain on sale of $4.0 million during the nine months ended September 30, 2025. For additional information regarding the divestiture of Alfa Valvole, refer to Note 2, “Acquisitions and Divestitures,” in the Notes to Condensed Consolidated Financial Statements.

Other (Income) Expense – Net

Other (income) expense – net during the three and nine months ended September 30, 2025 reflects the impact of foreign currency transactions.

Interest Expense – Net

Interest expense – net for the three and nine months ended September 30, 2025 increased primarily due to the impact of higher debt outstanding used to finance the acquisition of Mott as well as lower interest income earned as compared to the prior year periods.

Income Taxes

The effective tax rate was 25.1% and 23.8% for the three and nine months ended September 30, 2025, respectively, as compared to 22.9% and 21.9% during the same periods in 2024, respectively. The increase in the effective tax rate for the three and nine months ended September 30, 2025 reflects the impact of the current period enactment of the OBBBA. The enacted tax legislation had an unfavorable impact on the foreign derived intangible income deduction primarily due to the recovery of previously capitalized unamortized research expenditures. For additional information, refer to Note 16, “Income Taxes”, in the Notes to Condensed Consolidated Financial Statements.

In October 2021, members of the Organization for Economic Co-operation and Development (“OECD”) and G20 Inclusive Framework on Base Erosion and Profit Shifting agreed to a two-pillar solution to address the tax challenges associated with the digitalization of the economy. In December 2021, the OECD released the Pillar Two Model Rules (“Pillar Two”), which define the global minimum tax and call for the taxation of large corporations at a minimum rate of 15%. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have enacted legislation, and other countries are in the process of introducing draft legislation to implement the minimum tax directive. Many aspects of Pillar Two became effective January 1, 2025; however, nearly all of the jurisdictions in which IDEX operates have an effective tax rate above the 15% threshold. Therefore, the Company does not expect a material impact from the Pillar Two income tax rules. We are continuing to monitor legislative developments and evaluate financial results for changes in the expected impact.

Results of Reportable Business Segments

The Company has three reportable segments: Health & Science Technologies (“HST”), Fluid & Metering Technologies (“FMT”) and Fire & Safety/Diversified Products (“FSDP”). For a detailed description of the operations within each segment, refer to Note 13, “Business Segments and Geographic Information,” in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Management’s measurements of segment performance are Net sales, adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin.

The table below illustrates the share of Net sales and Adjusted EBITDA contributed by each segment on the basis of total segments (not total Company) for the three and nine months ended September 30, 2025.

Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
HSTFMTFSDPTotalHSTFMTFSDPTotal
Net sales as a percent of total43%36%21%100%42%36%22%100%
Adjusted EBITDA(1)40%41%19%100%38%41%21%100%

(1) Segment Adjusted EBITDA excludes the impact of unallocated corporate costs of $21.7 million and $73.5 million for the three and nine months ended September 30, 2025, respectively.

Health & Science Technologies Segment

Three Months Ended September 30,Components of Change
(In millions)20252024ChangeOrganicAcq/Div**(1)**Foreign CurrencyTotal
Domestic sales$184.1$139.932%
International sales196.9171.115%
Net sales$381.0$311.022%10%11%1%22%
Adjusted EBITDA105.482.628%21%2%5%28%
Adjusted EBITDA margin27.7%26.5%120 bps260 bps(140) bps—120 bps
Nine Months Ended September 30,Components of Change
(In millions)20252024ChangeOrganicAcq/Div**(1)**Foreign CurrencyTotal
Domestic sales$505.5$420.620%
International sales582.3504.315%
Net sales$1,087.8$924.918%4%13%1%18%
Adjusted EBITDA287.8248.216%8%7%1%16%
Adjusted EBITDA margin26.5%26.8%(30) bps100 bps(130) bps—(30) bps

(1) Acquisitions include Mott, acquired in September 2024 and Micro-LAM, Inc. (“Micro-LAM”) acquired in July 2025.

  • Organic sales for the three and nine months ended September 30, 2025 reflect positive price and favorable volumes driven by timing of progress made on large orders at Mott as well as higher volumes in the Company’s life sciences, pharmaceutical, space and defense, data center and semiconductor consumables businesses, partially offset by lower volumes in our semiconductor lithography and industrial businesses.

  • Adjusted EBITDA margin for the three and nine months ended September 30, 2025 reflect volume leverage as well as net productivity improvements, including platform optimization savings and cost containment, and favorable price/cost. These improvements were partially and more than offset by acquisitions and unfavorable mix during three and nine months ended September 30, 2025, respectively.

Fluid & Metering Technologies Segment

Three Months Ended September 30,Components of Change
(In millions)20252024ChangeOrganicAcq/Div**(1)**Foreign CurrencyTotal
Domestic sales$180.5$168.57%
International sales136.6132.33%
Net sales$317.1$300.85%4%—1%5%
Adjusted EBITDA106.898.58%7%—1%8%
Adjusted EBITDA margin33.7%32.8%90 bps90 bps——90 bps
Nine Months Ended September 30,Components of Change
(In millions)20252024ChangeOrganicAcq/Div**(1)**Foreign CurrencyTotal
Domestic sales$525.0$522.31%
International sales393.5411.6(4%)
Net sales$918.5$933.9(2%)(1%)(1%)—(2%)
Adjusted EBITDA310.8311.6—%————
Adjusted EBITDA margin33.8%33.4%40 bps40 bps——40 bps

(1) Divestitures included Alfa Valvole sold in June 2024.

  • Organic sales for the three months ended September 30, 2025 benefited from positive price and slightly higher volumes as compared to the prior year period. Organic sales for the nine months ended September 30, 2025 reflected unfavorable volumes in our chemical, energy, agriculture, and water businesses, partially offset by higher volume in the industrial businesses, which together more than offset the benefit of positive price across the segment.

  • Adjusted EBITDA margin for the three and nine months ended September 30, 2025 increased primarily due to positive price/cost as well as net productivity improvements, including platform optimization savings and cost containment. During the nine months ended September 30, 2025, these improvements were partially offset by volume deleverage.

Fire & Safety/Diversified Products Segment

Three Months Ended September 30,Components of Change
(In millions)20252024ChangeOrganicAcq/DivForeign CurrencyTotal
Domestic sales$94.6$88.96%
International sales87.399.1(12%)
Net sales$181.9$188.0(3%)(5%)—2%(3%)
Adjusted EBITDA49.354.7(10%)(11%)—1%(10%)
Adjusted EBITDA margin27.1%29.1%(200) bps(200) bps——(200) bps
Nine Months Ended September 30,Components of Change
(In millions)20252024ChangeOrganicAcq/DivForeign CurrencyTotal
Domestic sales$283.9$259.59%
International sales273.8291.9(6%)
Net sales$557.7$551.41%——1%1%
Adjusted EBITDA159.9159.9—%————
Adjusted EBITDA margin28.7%29.0%(30) bps(30) bps——(30) bps
  • Organic sales for the three months ended September 30, 2025 reflect lower volumes within our Fire and Safety business resulting from funding disruptions as well as lower volumes in our Dispensing business, partially offset by positive price. The nine months ended September 30, 2025 reflect positive price, mostly offset by lower volumes in our Dispensing business. Volumes in our Dispensing business were impacted during both the three and nine months ended September 30, 2025 by the timing of Dispensing projects in emerging markets and slower equipment replenishment.

  • Adjusted EBITDA margin decreased for the three months ended September 30, 2025 primarily due to volume deleverage, partially offset by price/cost. Operational productivity improvements, platform optimization savings and cost containment offset other higher employee-related costs during the three months ended September 30, 2025. The decrease in Adjusted EBITDA margin for the nine months ended September 30, 2025 reflects volume deleverage and unfavorable mix, mostly offset by price/cost. Operational productivity improvements, platform optimization savings and cost containment were offset by other higher employee-related costs during the nine months ended September 30, 2025.

Liquidity and Capital Resources

Liquidity

Based on management’s current expectations and currently available information, the Company believes current cash, cash from operations and cash available under the Revolving Facility will be sufficient to meet its cash requirements, including planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements, share repurchases and quarterly dividend payments to holders of the Company’s common stock for the foreseeable future. Additionally, in the event that suitable businesses are available for acquisition upon acceptable terms, the Company may obtain all or a portion of the financing for these acquisitions through the incurrence of additional borrowings. The Company believes that additional borrowings through various financing alternatives remain available, if required.

Select key liquidity metrics at September 30, 2025 are as follows:

(In millions)September 30, 2025
Working capital$1,090.9
Current ratio2.9 to 1
Cash and cash equivalents$593.8
Cash held outside of the United States531.4
Revolving Facility capacity$800.0
Borrowings310.6
Letters of credit2.6
Revolving Facility availability$486.8

Operating Working Capital

Operating working capital, calculated as Receivables – net plus Inventories – net minus Trade accounts payable, is used by management as a measurement of operational results as well as the short-term liquidity of the Company. The following table details Operating working capital as of September 30, 2025 and December 31, 2024:

(In millions)September 30, 2025December 31, 2024ChangeOrganic Change
Receivables – net$500.2$465.9$34.3$20.2
Inventories – net495.1429.765.449.4
Less: Trade accounts payable208.1197.810.30.9
Operating working capital$787.2$697.8$89.4$68.7

Acquisitions and foreign currency translation increased Operating working capital by $20.7 million during the nine months ended September 30, 2025. Apart from these items, the primary drivers of the change in operating working capital were inventories, which increased early in the year to support planned production, and receivables, which increased due to timing of shipments and price.

Cash Flow Summary

The following table is derived from the Condensed Consolidated Statements of Cash Flows:

Nine Months Ended September 30,
(In millions)20252024Change
Net cash flows provided by (used in):
Operating activities$470.9$495.5$(24.6)
Investing activities(120.0)(991.8)871.8
Financing activities(424.9)606.7(1,031.6)

Operating Activities

Cash provided by operating activities decreased $24.6 million in the nine months ended September 30, 2025 as compared to the same prior year period primarily due to higher investments in operating working capital driven by higher inventory purchases early in the year to support planned production, higher severance payments made in conjunction with the organizational changes during 2025 and higher interest payments on the 4.950% Senior Notes borrowed during the third quarter of 2024 to fund the acquisition of Mott. The decreases were partly offset by higher sales and lower cash tax payments.

Investing Activities

Cash used in investing activities decreased $871.8 million in the nine months ended September 30, 2025 as compared to the prior year period driven by $908.0 million of lower net spending on business acquisitions in the current year period, primarily due to the acquisition of Mott during the prior year period. See further details on acquisition activity in Note 2, “Acquisitions & Divestitures”, in the Notes to Condensed Consolidated Financial Statements. The nine months ended September 30, 2025 also reflected a $5.7 million reduction in capital expenditures. Partly offsetting these impacts, the prior year period included proceeds of $45.1 million received from the sale of Alfa Valvole in June 2024 which did not recur in the current period.

Financing Activities

Financing cash flows decreased $1,031.6 million during the nine months ended September 30, 2025 to $424.9 million of cash used in financing activities from $606.7 million of cash provided by financing activities. The prior year period included $774.8 million of net proceeds in connection with the financing of the Mott acquisition. The nine months ended September 30, 2025 included $175.0 million of share repurchases, $63.8 million of higher net payments on debt, lower proceeds from stock option exercises, net of shares withheld for taxes, which decreased $11.7 million, and $6.4 million of higher dividends paid to shareholders, as compared to the prior year period.

Free Cash Flow

The Company believes free cash flow, a non-GAAP measure, is an important measure of performance because it provides a measurement of cash generated from operations that is available for payment obligations such as operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements and quarterly dividend payments to holders of the Company’s common stock as well as for funding acquisitions and share repurchases. Free cash flow is calculated as cash flows provided by operating activities less capital expenditures.

The following table reconciles cash flows provided by operating activities to free cash flow:

Nine Months Ended September 30,
(In millions)20252024
Cash flows provided by operating activities$470.9$495.5
Less: capital expenditures43.949.6
Free cash flow$427.0$445.9

Cash Requirements

Subsequent Borrowings Activity

During October 2025, the Company had net borrowings on the Revolving Facility of $18.4 million.

Capital Expenditures

Capital expenditures generally include machinery and equipment that support growth and improved productivity, tooling, business system technology, replacement of equipment and investments in new facilities. The Company believes it has sufficient operating cash flows to continue to meet current obligations and invest in planned capital expenditures. Cash flows from operations were more than adequate to fund capital expenditures of $43.9 million and $49.6 million in the first nine months of 2025 and 2024, respectively.

Share Repurchases

On September 17, 2025, the Company’s Board of Directors authorized the repurchase of an additional $635.0 million of the Company’s common shares. This approval is in addition to the prior repurchase authorization of the Company’s Board of Directors of $500.0 million on March 17, 2020. These authorizations have no expiration date. During the nine months ended September 30, 2025, the Company repurchased a total of 1.0 million shares at a cost of $175.0 million (excluding excise taxes of $1.6 million, which will be paid in 2026). There were no share repurchases during the nine months ended September 30, 2024. As of September 30, 2025, the amount of share repurchase authorization remaining was $999.7 million, excluding fees, commissions, excise taxes and other expenses related to such common stock repurchases. For additional information regarding the Company’s share repurchase program, refer to Note 12, “Share Repurchases,” in the Notes to Condensed Consolidated Financial Statements.

Dividends

Total dividend payments to common shareholders were $159.4 million during the nine months ended September 30, 2025 compared with $153.0 million during the nine months ended September 30, 2024.

Covenants

The key financial covenants that the Company is required to maintain in connection with the Revolving Facility and the 5.13% Senior Notes, are a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.50 to 1. At September 30, 2025, the Company was in compliance with these financial covenants, as the Company’s interest coverage ratio was 12.73 to 1 for covenant calculation purposes and the leverage ratio was 2.08 to 1. There are no financial covenants relating to the 2.625% Senior Notes, the 3.00% Senior Notes or the 4.950% Senior Notes; however, all are subject to cross-acceleration provisions.

Credit Ratings

The Company’s credit ratings, which were independently developed by the following credit agencies, are detailed below:

  • S&P Global Ratings reaffirmed the Company’s corporate credit rating of BBB (stable outlook) in September 2024.

  • Moody’s Investors Service affirmed the Company’s corporate credit rating of Baa2 (stable outlook) in August 2024.

  • Fitch Ratings reaffirmed the Company’s corporate credit rating of BBB+ (stable outlook) in September 2025.

Off-Balance Sheet Arrangements

The Company had $19.2 million of letters of credit as of September 30, 2025, primarily issued as security for insurance and other performance obligations. Of the $19.2 million of letters of credit, only $2.6 million reduced the Company’s borrowing capacity under the Revolving Facility as of September 30, 2025.

Except as disclosed above, the Company has no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on the Company’s consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

There have been no changes to the Company’s critical accounting estimates described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Non-GAAP Disclosures

Set forth below are reconciliations of Organic sales, Adjusted gross profit, Adjusted gross margin, Adjusted net income attributable to IDEX, Adjusted diluted EPS attributable to IDEX, Consolidated Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Consolidated Adjusted EBITDA margin to their respective most directly comparable U.S. GAAP measure. Management uses these metrics to measure performance of the Company since they exclude items that are not reflective of ongoing operations, as identified in the reconciliations below. Management also supplements its U.S. GAAP financial statements with adjusted information to provide investors with greater insight, transparency and a more comprehensive understanding of the information used by management in its financial and operational decision making.

Management uses Adjusted EBITDA as its measure of segment performance, and believes it is a useful indicator of the strength and performance of the Company and its segments’ ongoing business operations, as well as a way for investors to evaluate and compare operating performance and value companies within the Company’s industry. Management believes that Adjusted EBITDA margin is useful for the same reason as Adjusted EBITDA. The definition of Adjusted EBITDA used here may differ from that used by other companies.

This report also references free cash flow. This non-GAAP measure is discussed and reconciled to its most directly comparable GAAP measure in the section above titled “Free Cash Flow.”

The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. Due to rounding, numbers presented throughout this and other documents may not add up or recalculate precisely. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.

1. Reconciliations of the Change in Net Sales to Organic Sales
HSTFMTFSDPIDEX
Three Months Ended September 30, 2025
Change in net sales22%5%(3%)10%
Less:
Net impact from acquisitions/divestitures(1)11%—%—%4%
Impact from foreign currency(2)1%1%2%1%
Change in organic net sales10%4%(5%)5%
Nine Months Ended September 30, 2025
Change in net sales18%(2%)1%6%
Less:
Net impact from acquisitions/divestitures(1)13%(1%)—%4%
Impact from foreign currency(2)1%—%1%1%
Change in organic sales4%(1%)—%1%

(1) Represents the sales from acquired or divested businesses during the first 12 months of ownership or prior to divestiture.

(2) The portion of sales attributable to foreign currency translation is calculated as the difference between (a) the period-to-period change in organic sales, and (b) the period-to-period change in organic sales after applying prior period foreign exchange rates to the current year period.

2. Reconciliations of Reported-to-Adjusted Gross Profit and Gross Margin (in millions)
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Gross profit$390.6$353.9$1,151.7$1,078.1
Fair value inventory step-up charges0.62.10.64.6
Adjusted gross profit$391.2$356.0$1,152.3$1,082.7
Net sales$878.7$798.2$2,558.4$2,405.9
Gross margin44.5%44.3%45.0%44.8%
Adjusted gross margin44.5%44.6%45.0%45.0%
3. Reconciliations of Reported-to-Adjusted Net Income Attributable to IDEX and Diluted EPS Attributable to IDEX (in millions, except for per share amounts)
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Reported net income attributable to IDEX$127.8$119.1$354.9$381.8
Fair value inventory step-up charges0.62.10.64.6
Tax impact on fair value inventory step-up charges(0.1)(0.5)(0.1)(1.0)
Restructuring expenses and asset impairments(1)0.13.018.05.4
Tax impact on restructuring expenses and asset impairments(0.1)(0.7)(4.4)(1.3)
Gain on sale of business—0.6—(4.0)
Tax impact on gain of sale of business————
Acquisition-related intangible asset amortization33.026.596.575.0
Tax impact on acquisition-related intangible asset amortization(8.5)(6.0)(23.2)(17.1)
Adjusted net income attributable to IDEX$152.8$144.1$442.3$443.4
Reported diluted EPS attributable to IDEX$1.70$1.57$4.70$5.02
Fair value inventory step-up charges0.010.030.010.06
Tax impact on fair value inventory step-up charges———(0.01)
Restructuring expenses and asset impairments(1)—0.040.240.07
Tax impact on restructuring expenses and asset impairments—(0.01)(0.06)(0.02)
Gain on sale of business—0.01—(0.05)
Tax impact on gain of sale of business————
Acquisition-related intangible asset amortization0.430.351.270.99
Tax impact on acquisition-related intangible asset amortization(0.11)(0.09)(0.31)(0.22)
Adjusted diluted EPS attributable to IDEX$2.03$1.90$5.85$5.84
Diluted weighted average shares outstanding75.275.975.575.9

(1) This adjustment represents the amount of Restructuring expenses and asset impairments attributable to IDEX. Restructuring expenses and asset impairments of $18.3 million on the Condensed Consolidated Statements of Income during the nine months ended September 30, 2025 included charges of $0.6 million recognized by the Company’s joint venture, $0.3 million of which was attributable to noncontrolling interest.

4. Reconciliations of Net Income to Adjusted EBITDA (in millions)
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Reported net income$127.7$118.9$354.2$381.4
Provision for income taxes42.835.5110.7106.7
Interest expense – net16.510.348.227.8
Gain on sale of business—0.6—(4.0)
Depreciation19.117.456.549.9
Amortization33.026.596.575.0
Fair value inventory step-up charges0.62.10.64.6
Restructuring expenses and asset impairments0.13.018.35.4
Adjusted EBITDA$239.8$214.3$685.0$646.8
Adjusted EBITDA Components
HST$105.4$82.6$287.8$248.2
FMT106.898.5310.8311.6
FSDP49.354.7159.9159.9
Corporate and other(21.7)(21.5)(73.5)(72.9)
Total Adjusted EBITDA$239.8$214.3$685.0$646.8
Net sales$878.7$798.2$2,558.4$2,405.9
Net income margin14.5%14.9%13.8%15.9%
Adjusted EBITDA margin27.3%26.9%26.8%26.9%

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes with respect to market risks disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.

There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries are party to legal proceedings incidental to the operation of their businesses as described in Note 15 in Part I, Item 1, “Commitments and Contingencies,” in the Notes to Condensed Consolidated Financial Statements and such disclosure is incorporated by reference into this Item 1. “Legal Proceedings.”

The Company’s threshold for disclosing material environmental legal proceedings involving a government authority where potential monetary sanctions are involved is $1.0 million.

In addition, the Company and eight of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal injuries, allegedly as a result of exposure to products manufactured with components that contained asbestos. These components were acquired from third party suppliers and were not manufactured by the Company or any of the defendant subsidiaries. To date, the majority of the Company’s settlements and legal costs, except for costs of coordination, administration, insurance investigation and a portion of defense costs, have been covered in full by insurance, subject to applicable deductibles. However, the Company cannot predict whether and to what extent insurance will be available to continue to cover these settlements and legal costs, or how insurers may respond to claims that are tendered to them. Asbestos-related claims have been filed in jurisdictions throughout the United States and the United Kingdom. Most of the claims resolved to date have been dismissed without payment. The balance of the claims have been settled for various immaterial amounts. Only one case has been tried, resulting in a verdict for the Company’s business unit. No provision has been made in the financial statements of the Company, other than for insurance deductibles in the ordinary course, and the Company does not currently believe the asbestos-related claims will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

Item 1A. Risk Factors

There have been no material changes with respect to risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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

The following table provides information about the Company’s purchases of its common stock during the quarter ended September 30, 2025:

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share**(1)**Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value that May Yet be Purchased Under the Plans or Programs**(2)**
July 1, 2025 to July 31, 2025—$——$439,689,289
August 1, 2025 to August 31, 2025307,926162.38307,926389,689,304
September 1, 2025 to September 30, 2025153,574162.79153,574999,689,374
Total461,500$162.51461,500$999,689,374

(1)Excludes commissions and the 1% excise tax imposed by the Inflation Reduction Act of 2022.

(2)On September 17, 2025, the Company’s Board of Directors authorized the repurchase of an additional $635.0 million of the Company’s common shares. This approval is in addition to the prior repurchase authorization of the Company’s Board of Directors of $500.0 million on March 17, 2020. These authorizations have no expiration date and exclude fees, commissions, excise taxes and other expenses related to such common stock repurchases.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 6. Exhibits

Exhibit NumberDescription
31.1*Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2*Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1*Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2*Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101*The following financial information from IDEX Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Inline eXtensible Business Reporting Language (iXBRL) includes: (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Balance Sheets, (v) the Condensed Consolidated Statements of Equity, (vi) the Condensed Consolidated Statements of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IDEX Corporation
By:/s/ AKHIL MAHENDRA
Akhil Mahendra
Interim Chief Financial Officer and Vice President, Corporate Development

Date: October 29, 2025