IDEX 10-Q 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

OR

Commission File Number: 1-10235

IDEX CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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.

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 April 24, 2026: 74,015,052.

TABLE OF CONTENTS

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, other high-growth opportunities, planned production, anticipated future acquisition behavior, resource and capital deployment and focus on organic and inorganic growth, the Company’s ability to adapt to macroeconomic challenges and anticipated adaptability of resource deployment, anticipated impacts of tariffs, tariff refunds and global trade policies and changes in law, 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 execution of those growth initiatives 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,” “likely to be,” “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, wars and global conflicts; the Company’s ability to make acquisitions and to integrate and operate acquired businesses on a profitable basis; cybersecurity incidents; the continued growth of artificial intelligence (“AI”) and any related changes to demand in AI-driven markets served by the Company’s customers; 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

IDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(unaudited)

See Notes to Condensed Consolidated Financial Statements

IDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(unaudited)

See Notes to Condensed Consolidated Financial Statements

IDEX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)

(unaudited)

See Notes to Condensed Consolidated Financial Statements

IDEX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In millions, except per share amounts)

(unaudited)

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The following discussion and analysis should be read in conjunction with the Company’s 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 2025 unless otherwise noted)

Three Months Ended March 31, 2026

• Reported Net sales of $886.9 million increased 9% overall and increased 5% organically*

• Reported diluted earnings per common share (“EPS”) attributable to IDEX of $1.61 increased 28%

• Adjusted diluted EPS attributable to IDEX* of $2.00 increased 14%

• Returned capital to shareholders in the form of $76.3 million of share repurchases and $52.8 million of dividends

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

During the first quarter of 2026, the Company delivered strong results driven by higher than anticipated volumes in targeted advantaged markets, including data centers, semiconductor and space and defense, within the Health & Science Technologies (“HST”) segment along with positive price across the Company’s segments. The quarter’s results also reflect net operational productivity gains and favorable translation, partly offset by unfavorable mix.

Recent Developments

On February 20, 2026, the U. S. Supreme Court issued a decision invalidating the broad-based tariffs imposed under the International Emergency Economic Powers Act. In response to the U.S. Supreme Court ruling, the administration implemented new tariffs under alternative statutory authority. The tariffs enacted in 2025 and in the first quarter of 2026 did not have a material impact on the Company’s business or financial statements in the periods presented. The Company will continue to monitor the situation, including the timing and amount of any refunds of such tariffs, and expects it will be able to continue to mitigate the potential unfavorable impact of tariffs.

Results of Operations

The following is a discussion and analysis of the Company’s results of operations for the three months ended March 31, 2026 compared with the three months ended March 31, 2025.

Net Sales

Net sales for the three months ended March 31, 2026 increased as compared to the same prior year period as a result of increased organic sales, favorable impacts from foreign currency and contributions from acquisitions. Organic sales for the same period increased 5% primarily driven by higher volumes in the HST segment, which were slightly offset by lower volumes in the Company’s Fire & Safety/Diversified Products (“FSDP”) and Fluid Metering Technologies (“FMT”) segments. The increase also reflects positive price across all segments.

Gross Profit and Gross Margin

Gross profit and Gross margin for the three months ended March 31, 2026 were positively impacted by volume leverage and net operational productivity improvements, and while gross profit further benefited from positive price/cost, gross margin was pressured by price/cost. Both were negatively impacted by unfavorable mix. Gross profit also reflected favorable impacts from foreign currency.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased for the three months ended March 31, 2026, reflecting a $2.7 million increase from acquisitions, including amortization, as well as higher employee-related costs and increased professional services spending, partially offset by proceeds received related to a legal settlement, as compared to the same prior year period.

Restructuring Expenses and Asset Impairments

Restructuring expenses and asset impairments for the three months ended March 31, 2026 primarily relate to asset impairments of $4.8 million related to intangible assets and property, plant and equipment within the Company’s FMT segment. The three months ended March 31, 2026 also includes severance costs that were incurred as a result of employee reductions. Restructuring expenses and asset impairments for the three months ended March 31, 2025 primarily relate to severance costs that were incurred in conjunction with organizational changes.

Other (Income) Expense – Net

Other (income) expense – net during the three months ended March 31, 2026 reflects the impact of foreign currency gains, while the three months ended March 31, 2025 reflects the impact of foreign currency transaction losses.

Interest Expense – Net

Interest expense – net for the three months ended March 31, 2026 was consistent with the prior year period.

Income Taxes

The effective tax rate was 23.6% for the three months ended March 31, 2026, reasonably consistent with 23.4% during the same period in 2025. For additional information, refer to Note 15, “Income Taxes”, in the Notes to Condensed Consolidated Financial Statements.

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, 2025. 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 months ended March 31, 2026.

(1) Segment Adjusted EBITDA excludes the impact of unallocated corporate costs of $30.1 million for the three months ended March 31, 2026.

Health & Science Technologies Segment

(1) Acquisitions include Micro-LAM, Inc. acquired in July 2025.

• Organic sales for the three months ended March 31, 2026 reflect higher volumes primarily due to AI-driven demand for data center power and semiconductor markets, as well as strength in space and defense, partially offset by lower volumes in the Company’s life sciences businesses. Net sales also reflect positive price across the segment.

• Adjusted EBITDA margin for the three months ended March 31, 2026 increased primarily due to volume leverage and favorable price/cost, partially offset by unfavorable mix and the impact of acquisitions.

Fluid & Metering Technologies Segment

• Organic sales for the three months ended March 31, 2026 reflect positive price. Higher volumes in the Company’s businesses serving municipal water, semiconductor and mining markets were more than offset by lower volumes in the Company’s chemical and industrial businesses.

• Adjusted EBITDA margin for the three months ended March 31, 2026 decreased due to unfavorable mix and volume deleverage, mostly mitigated by net productivity improvements.

Fire & Safety/Diversified Products Segment

• Organic sales for the three months ended March 31, 2026 reflect higher volumes in the Company’s Fire & Safety businesses and positive price, which were more than offset by lower volumes within the Company’s Dispensing businesses driven by timing of projects.

• Adjusted EBITDA margin increased for the three months ended March 31, 2026 primarily due to net productivity improvements, partially offset by unfavorable mix and volume deleverage.

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 funding of working capital, 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 March 31, 2026 are as follows:

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 March 31, 2026 and December 31, 2025:

Foreign currency translation decreased Operating working capital by $6.2 million during the three months ended March 31, 2026. Apart from the translation impact, the primary drivers of the change in Operating working capital were higher receivables, which increased due to higher sales volumes and positive price, and higher inventories, which increased to support planned production.

Cash Flow Summary

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

Operating Activities

Cash provided by operating activities decreased $2.0 million in the three months ended March 31, 2026 as compared to the prior year period. Improved operational results were offset by increased receivable balances, driven by timing of customer payments.

Investing Activities

Cash used in investing activities increased $10.4 million in the three months ended March 31, 2026 as compared to the prior year period reflecting the absence of $4.2 million of funds received in connection with the finalization of the Mott purchase price in the prior year period and a $3.4 million increase in capital expenditures.

Financing Activities

Cash used in financing activities decreased $64.5 million in the three months ended March 31, 2026 as compared to the prior year period. The three months ended March 31, 2026 included $84.9 million of higher net draws under the Revolving Facility and $6.3 million of higher proceeds from stock option exercises, net of shares withheld for taxes, partially offset by $26.3 million of higher share repurchases.

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:

Cash Requirements

Subsequent Share Repurchases

Subsequent to March 31, 2026, the Company repurchased 0.1 million shares at a cost of $21.8 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 $17.7 million and $14.3 million in the first three months of 2026 and 2025, respectively.

Share Repurchases

During the three months ended March 31, 2026, the Company repurchased a total of 0.4 million shares at a cost of $75.6 million (including estimated excise taxes of $0.6 million, which will be paid in 2027), of which $0.9 million was settled in April 2026. During the three months ended March 31, 2025, the Company repurchased a total of 0.3 million shares at a cost of $50.4 million (including estimated excise taxes of $0.4 million). As of March 31, 2026, the amount of share repurchase authorization remaining was $849.7 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 11, “Share Repurchases,” in the Notes to Condensed Consolidated Financial Statements.

Dividends

Total dividend payments to common shareholders were $52.8 million during the three months ended March 31, 2026 compared with $52.4 million during the three months ended March 31, 2025.

Covenants

At March 31, 2026, the Company was in compliance with the covenants contained in the credit agreement associated with the Revolving Facility as well as other long-term debt agreements. 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 March 31, 2026, the Company’s interest coverage ratio was 13.85 to 1 for covenant calculation purposes and the leverage ratio was 1.93 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 February 2026.

Off-Balance Sheet Arrangements

The Company had $19.3 million of letters of credit as of March 31, 2026, primarily issued as security for insurance and other performance obligations. Of the $19.3 million of letters of credit, only $2.7 million reduced the Company’s borrowing capacity under the Revolving Facility as of March 31, 2026.

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, 2025.

Non-GAAP Disclosures

Set forth below are reconciliations of Organic sales, 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. There were no non-GAAP adjustments to Gross profit or Gross margin during either the three months ended March 31, 2026 nor 2025. 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 U.S. 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) 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.

(1) Gain on legal settlement represents settlement funds received in excess of legal costs incurred related to a patent infringement lawsuit within the FMT segment.

(1) Gain on legal settlement represents settlement funds received in excess of legal costs incurred related to a patent infringement lawsuit within the FMT segment.

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, 2025.

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 March 31, 2026.

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 14 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 seven 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 has 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.

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, 2025.

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 March 31, 2026:

(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.

Rule 10b5-1 Trading Plans

During the quarter ended March 31, 2026, 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.

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.

Date: April 29, 2026