Mettler-Toledo 10-Q 2026-03-31

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026, OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ________________

Commission File Number: 1-13595

Mettler-Toledo International Inc.

_______________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)

1900 Polaris Parkway

Columbus, OH 43240

and

Im Langacher, P.O. Box MT-100

CH 8606 Greifensee, Switzerland

1-614-438-4511 and +41-44-944-22-11

________________________________________________________________________________

(Registrant's telephone number, including area code)

not applicable

______________________________________________________________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 checkmark 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 and post such files). Yes ☒ No ☐

Indicate by checkmark 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. (Check one): 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 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 ☒

The Registrant had 20,207,601 shares of Common Stock outstanding at March 31, 2026.

METTLER-TOLEDO INTERNATIONAL INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

PART I. FINANCIAL INFORMATION

METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three months ended March 31, 2026 and 2025

(In thousands, except share data)

(unaudited)

The accompanying notes are an integral part of these interim consolidated financial statements.

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METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED BALANCE SHEETS

As of March 31, 2026 and December 31, 2025

(In thousands, except share data)

(unaudited)

The accompanying notes are an integral part of these interim consolidated financial statements.

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METTLER-TOLEDO INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three months ended March 31, 2026 and 2025

(In thousands, except share data)

(unaudited)

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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Unaudited Interim Consolidated Financial Statements included herein.

General

Our interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.

Changes in local currencies exclude the effect of currency exchange rate fluctuations. Local currency amounts are determined by translating current and previous year consolidated financial information at an index utilizing historical currency exchange rates. We believe local currency information provides a helpful assessment of business performance and a useful measure of results between periods. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. We present non-GAAP financial measures in reporting our financial results to provide investors with an additional analytical tool to evaluate our operating results.

We also include in the discussion below disclosures of immaterial qualitative factors that are not quantified. Although the impact of such factors is not considered material, we believe these disclosures can be useful in evaluating our operating results.

Results of Operations – Consolidated

The following tables set forth items from our interim consolidated statements of operations and comprehensive income for the three month periods ended March 31, 2026 and 2025 (amounts in thousands).

R**ecent developments in global trade disputes/tariffs

In 2025, the U.S. government enacted incremental tariff rates on U.S. imports from certain foreign countries. In response to the U.S. tariffs, the Chinese government implemented an additional tariff on imports from the U.S. We estimate that we incurred costs before mitigation actions from the 2025 incremental tariffs of approximately $50 million in 2025, and we implemented various actions to fully offset the effect of the current incremental tariffs in 2026. At the beginning of 2026, incremental tariffs rates were 15% on imports from Switzerland, 25% on non-USMCA imports from

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Mexico, 30% on imports from China, 15% on imports from the European Union, and 10% on imports from the United Kingdom.

In February 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). We submitted refund claims to the U.S. Customs and Border Protection for approximately $53 million pertaining to IEEPA amounts paid in 2025 and 2026 excluding interest. These potential refunds represent gain contingencies under ASC 450-30 and have not been recognized in the financial statements for the three months ended March 31, 2026 as uncertainties remain regarding government approval and appeals and final liquidation amounts. We will continue to monitor developments and recognize refunds when realized or realizable. We anticipate that a significant portion of any refund received from the U.S. government will be refunded to our customers, and we will pursue refunds from our suppliers. No provision for customer refunds has been recorded, pending claim resolution. Customer refunds will be recorded as a reduction in net sales when we pay or commit to such refunds.

Following the U.S. Supreme Court’s decision, the U.S. government effectively replaced IEEPA tariffs with a 10% tariff on imports from most countries and indicated certain tariff rates could increase in the future. In April 2026, the U.S. government also issued an update to the definition of Section 232 tariffs, which is not expected to have a significant effect on our ongoing tariff obligations. Any changes to tariff rates in the future could adversely impact our financial results.

The continued volatility related to global trade disputes/tariffs has increased economic uncertainty in our end markets and the overall global economic environment, including increasing the risk of recession in many countries, and market conditions may change quickly.

Recent developments in Iran

In February 2026, tensions between the U.S. and Iran escalated to an armed conflict (the “Iran War”) that has expanded to include much of the Middle East region. This has led to transportation restrictions in the region, resulting in volatility in global energy markets, commodities pricing, transportation costs, and foreign currency exchange rates. While we do not have significant direct exposure to the Middle East, recent events have increased global economic uncertainty and may affect customer demand in certain markets and contribute to higher global inflation.

While it is difficult to estimate the impact of the Iran War on the global economy, including increased inflation and higher energy and transportation costs, the Iran War could adversely impact our financial results and presents several risks to our business as further described in Part I, Item 1A, “Risk Factors” of our Annual Report for the year ended December 31, 2025. Uncertainties remain related to the Iran War and the resulting impact on the global economy, and market conditions can change quickly.

Net sales

Net sales were $947.1 million for the three months ended March 31, 2026, compared to $883.7 million for the corresponding period in 2025. Sales increased 7% in U.S. dollars and 3% in local currencies for the three months ended March 31, 2026. Net sales growth in local currencies for the three months ended March 31, 2026 increased 1% excluding acquisitions completed in 2025.

We continue to benefit from the execution of our global sales and marketing programs, our innovative product portfolio, and investments in our field organization, particularly surrounding digital tools and techniques. However, the recent developments in Iran and the Middle East, as well as global trade disputes/tariffs have increased uncertainty in our end markets and the global economic environment, including increasing the risk of recession in many countries, and market conditions may change quickly. The ongoing developments related to global trade disputes/tariffs, Ukraine, and the conflicts in Iran and the Middle East also present several risks to our business as further described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. These topics could adversely impact our financial results in future periods.

Net sales by geographic destination for the three months ended March 31, 2026 in U.S. dollars increased 3% in the Americas, 12% in Europe, and 8% in Asia/Rest of World. In local

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currencies, our net sales by geographic destination increased 2% in the Americas, 1% in Europe, and 5% in Asia/Rest of World. Net sales in Asia/Rest of World in local currencies includes an increase of 4% in China for the three months ended March 31, 2026 compared to the corresponding period in 2025. Excluding the impact of the acquisitions, local currency sales were flat in the Americas, and increased 1% in Europe and 3% in Asia/Rest of World, with a 4% increase in China, during the three months ended March 31, 2026. A discussion of sales by operating segment is included below.

As described in Note 18 to our consolidated financial statements for the year ended December 31, 2025, our net sales comprise product sales of precision instruments and related services. Service revenues are primarily derived from repair and other services, including regulatory compliance qualification, calibration, certification, preventative maintenance and spare parts.

Net sales of products increased 5% in U.S. dollars and 1% in local currency for the three months ended March 31, 2026 compared to the prior year period and benefited approximately 1% from acquisitions. Service revenue (including spare parts) increased 12% in U.S. dollars and 7% in local currency during the three months ended March 31, 2026 compared to the prior year period and benefited approximately 2% from acquisitions.

Net sales of our laboratory products and services, which represented approximately 55% of our total net sales for the three months ended March 31, 2026, increased 5% in U.S. dollars and 1% in local currencies during the three months ended March 31, 2026. Net sales of our laboratory products and services in local currencies were flat excluding acquisitions. The local currency net sales increase in our laboratory-related products includes modest growth in most product categories, partially offset by a decline in pipettes.

Net sales of our industrial products and services, which represented approximately 40% of our total net sales for the three months ended March 31, 2026, increased 10% in U.S. dollars and 5% in local currencies during the three months ended March 31, 2026. Net sales of our industrial products and services in local currencies increased 2% excluding acquisitions. The local currency net sales increase in our industrial-related products includes strong growth in product inspection.

Net sales in our food retailing products and services, which represented approximately 5% of our total net sales for the three months ended March 31, 2026, increased 13% in U.S. dollars and 7% in local currencies during the three months ended March 31, 2026. The local currency net sales increase in food retailing products reflects improved project activity in Europe, partially offset by a decline in the Americas.

Gross profit

Gross profit as a percentage of net sales was 58.7% for the three months ended March 31, 2026 compared to 59.5% for the corresponding period in 2025.

Gross profit as a percentage of net sales for products was 60.7% and 61.6% for the three month periods ended March 31, 2026 and 2025, respectively.

Gross profit as a percentage of net sales for services (including spare parts) was 53.3% for the three months ended March 31, 2026 compared to 53.8% for the corresponding period in 2025.

The decrease in gross profit as a percentage of net sales for the three months ended March 31, 2026 primarily related to higher tariff costs, unfavorable foreign currency, and business mix, partially offset by favorable price realization and benefits from our SternDrive program.

Research and development and selling, general and administrative expenses

Research and development expenses as a percentage of net sales was 5.4% for the three months ended March 31, 2026 compared to 5.2% in the corresponding period of 2025. Research and development expenses increased 11% in U.S. dollars and 1% in local currencies, during the three months ended March 31, 2026 compared to the corresponding period in 2025.

Selling, general and administrative expenses as a percentage of net sales were 27.3% for the three months ended March 31, 2026 compared to 27.5% in the corresponding period of 2025.

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Selling, general and administrative expense increased 6% in U.S. dollars and 1% in local currencies during the three months ended March 31, 2026 compared to the corresponding period in 2025. The local currency increase includes sales and marketing investments, offset in part by cost reduction initiatives.

Amortization, interest expense, restructuring charges, other charges (income), net and taxes

Amortization expense was $19.6 million for the three months ended March 31, 2026 and $17.2 million for the corresponding period in 2025.

Interest expense was $17.0 million for the three months ended March 31, 2026 and $16.7 million for the corresponding period in 2025. The increase in interest expense is primarily related to higher average debt levels, offset in part by lower interest rates.

Restructuring charges were $7.3 million and $3.8 million for the three months ended March 31, 2026 and 2025, respectively. Restructuring expenses are primarily comprised of employee-related costs.

Other charges (income), net includes non-service pension costs (benefits), net (gains) losses from foreign currency transactions and hedging activities, interest income and other items. Non-service pension benefits for the three months ended March 31, 2026 and 2025 were $6.0 million and $3.1 million, respectively.

Our reported tax rate was 19.2% and 19.0% for the three months ended March 31, 2026 and 2025, respectively. The provision for taxes is based upon using our projected annual effective tax rate of 19.0% before non-recurring discrete tax items for the three month periods ended March 31, 2026 and 2025. The difference between our projected annual effective tax rate and the reported tax rate is related to the timing of excess tax benefits associated with stock option exercises.

Results of Operations – by Operating Segment

The following is a discussion of the financial results of our operating segments. We currently have five reportable segments: U.S. Operations, Swiss Operations, Western European Operations, Chinese Operations, and Other Operations. A more detailed description of these segments is outlined in Note 18 to our consolidated financial statements for the year ended December 31, 2025.

U.S. Operations (amounts in thousands)

Total net sales and net sales to external customers increased 1% for the three months ended March 31, 2026 compared with the corresponding period in 2025. Net sales to external customers declined 1% excluding acquisitions for the three months ended March 31, 2026. This decrease includes a significant reduction in retail project activity as well as a decline in core-industrial, offset in part by strong growth in process analytics and product inspection.

Segment profit increased $3.5 million for the three months ended March 31, 2026 compared to the corresponding period in 2025. Segment profit during the three months ended March 31, 2026 includes favorable pricing and benefits from our margin expansion initiatives, offset in part by higher tariff costs.

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Swiss Operations (amounts in thousands)

1. Represents U.S. dollar growth.

Total net sales increased 8% in U.S. dollars and decreased 4% in local currency for the three months ended March 31, 2026 compared to the corresponding period in 2025. Net sales to external customers increased 7% in U.S. dollars and decreased 1% in local currency for the three months ended March 31, 2026 compared to the corresponding period in 2025. The decrease in net sales to external customers in local currency for the three months ended March 31, 2026 is primarily related to a modest decline in laboratory products.

Segment profit decreased $5.9 million for the three month period ended March 31, 2026 compared to the corresponding period in 2025. Segment profit during the three months ended March 31, 2026 was negatively impacted by unfavorable foreign currency translation and inter-segment pricing.

Western European Operations (amounts in thousands)

1. Represents U.S. dollar growth.

Total net sales increased 13% in U.S. dollars and 2% in local currencies during the three months ended March 31, 2026 compared to the corresponding period in 2025. Net sales to external customers increased 13% in U.S. dollars and 2% in local currencies during the three months ended March 31, 2026 compared to the corresponding period in 2025. The increase in net sales to external customers in local currency for the three months ended March 31, 2026 includes strong growth in food retailing, as well as product inspection, offset in part by modest declines in core-industrial and laboratory products.

Segment profit increased $5.9 million for the three month period ended March 31, 2026 compared to the corresponding period in 2025. Segment profit for the three month period ended March 31, 2026 includes favorable foreign currency translation and benefits from our margin expansion initiatives.

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Chinese Operations (amounts in thousands)

1. Represents U.S. dollar growth.

Total net sales increased 8% in U.S. dollars and 3% in local currency for the three months ended March 31, 2026 compared to the corresponding period in 2025. Net sales to external customers increased 9% in U.S. dollars and 4% in local currency for the three months ended March 31, 2026 compared to the corresponding period in 2025. The increase in net sales to external customers in local currency for the three months ended March 31, 2026 includes strong growth in industrial products offset in part by a modest decline in laboratory products.

Segment profit increased $8.9 million for the three month period ended March 31, 2026 compared to the corresponding period in 2025. Segment profit for the three month period ended March 31, 2026 includes increased net sales and benefits from our margin expansion initiatives, as well as favorable foreign currency translation.

Other Operations (amounts in thousands)

1. Represents U.S. dollar growth.

Total net sales increased 13% in U.S. dollars and 9% in local currencies during the three months ended March 31, 2026 compared to the corresponding period in 2025. Net sales to external customers increased 12% in U.S. dollars and 8% in local currency for the three months ended March 31, 2026 compared to the corresponding period in 2025. Net sales to external customers in local currencies increased 3% excluding acquisitions for the three months ended March 31, 2026. The increase in net sales to external customers in local currency for the three months ended March 31, 2026 includes growth in most product categories.

Segment profit increased $3.1 million for the three months ended March 31, 2026 compared to the corresponding period in 2025. Segment profit for the three month period ended March 31, 2026 includes increased net sales and favorable foreign currency translation.

Liquidity and Capital Resources

Liquidity is our ability to generate sufficient cash flows from operating activities to meet our obligations and commitments. In addition, liquidity includes available borrowings under our Credit Agreement, the ability to obtain appropriate financing and our cash and cash equivalent balances. Currently, our liquidity needs are primarily driven by working capital requirements, capital expenditures, share repurchases and acquisitions. Global market conditions can be uncertain, and our ability to generate cash flows could be reduced by a deterioration in global markets.

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We currently believe that cash flows from operating activities, together with liquidity available under our Credit Agreement, local working capital facilities, and cash balances, will be sufficient to fund currently anticipated working capital needs and spending requirements for at least the foreseeable future.

Cash provided by operating activities totaled $139.8 million during the three months ended March 31, 2026, compared to $194.4 million in the corresponding period in 2025. The decrease for the three months ended March 31, 2026 compared to the prior year is primarily related to the timing of income tax payments.

Capital expenditures are made primarily for investments in information systems and technology, machinery, equipment and the purchase and expansion of facilities. Our capital expenditures totaled $17.4 million for the three months ended March 31, 2026 compared to $17.3 million in the corresponding period in 2025.

In December 2025, we entered into an agreement with the government of Xuhui, China to increase production automation and capacity and improve logistics. We will receive proceeds of approximately $31 million, of which approximately $18 million is expected to offset future purchases of property, plant and equipment and approximately $13 million is expected to offset future operating expenses. We expect to receive proceeds and make payments related to the agreement through 2030. During the three months ended March 31, 2026 we received proceeds of $6.2 million. As of March 31, 2026, we have received total cumulative proceeds of $12.4 million and we have not purchased property, plant and equipment or incurred operating expenses related to the agreement. Proceeds are recorded in accrued and other liabilities, and will be reduced as amounts related to the agreement are paid.

We continue to explore potential acquisitions. In connection with any acquisition, we may incur additional indebtedness.

Cash flows used in financing activities are primarily comprised of share repurchases. In accordance with our share repurchase program, we spent $206.3 million and $218.7 million on the repurchase of 152,963 shares and 170,957 shares, during the three months ended March 31, 2026 and 2025, respectively.

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Senior Notes and Credit Facility Agreement

Our debt consisted of the following at March 31, 2026:

(a) The benchmark interest rate is determined by the borrowing currency. The benchmark rates by borrowing currency are as follows: SOFR for U.S. dollars (plus a 10 basis points spread adjustment), SARON for Swiss franc, EURIBOR for Euro and SONIA for Great British pounds.

As of March 31, 2026, approximately $453.3 million of additional borrowings was available under our Credit Agreement, and we maintained $60.6 million of cash and cash equivalents.

Changes in exchange rates between the currencies in which we generate cash flows and the currencies in which our borrowings are denominated affect our liquidity. In addition, because we borrow in a variety of currencies, our debt balances fluctuate due to changes in exchange rates. Further, we do not have any downgrade triggers relating to ratings from rating agencies that would accelerate the maturity dates of our debt. We were in compliance with our debt covenants as of March 31, 2026.

In January 2025, we entered into an agreement to issue and sell EUR 100 million 10 1/2-year Senior Notes with a fixed interest rate of 3.8% (3.8% Euro Senior Notes) in a private placement, which will mature in July 2035. We used the proceeds from the sale of the Notes to refinance existing indebtedness and for other general corporate purposes.

Other Local Arrangements

In 2018, two of our non-U.S. pension plans issued loans totaling $39.6 million (Swiss franc 38 million) to a wholly owned subsidiary of the Company. The loans have the same terms and

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conditions which include an interest rate of SARON plus 87.5 basis points. The loans were renewed for one year in April 2026.

Share Repurchase Program

We have $3.5 billion of remaining availability for our share repurchase program as of March 31, 2026. The share repurchases are expected to be funded from cash generated from operating activities, borrowings, and cash balances. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity, and other factors.

We have purchased 33.2 million common shares at an average price per share of $325.65 since the inception of the program in 2004 through March 31, 2026. During the three months ended March 31, 2026 and 2025, we spent $206.3 million and $218.7 million on the repurchase of 152,963 shares and 170,957 shares at an average price per share of $1,348.34 and $1,279.54, respectively. We reissued 1,211 shares and 4,282 shares held in treasury for the exercise of stock options and restricted stock units during the three months ended March 31, 2026 and 2025, respectively. In addition, we incurred $2.1 million and $2.0 million of excise tax during the three months ended March 31, 2026 and 2025, respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our interim consolidated financial statements.

Effect of Currency on Results of Operations

Our earnings are affected by changing exchange rates. We are most sensitive to changes in the exchange rates between the Swiss franc, euro, Chinese renminbi, and U.S. dollar. We have more Swiss franc expenses than we do Swiss franc sales because we develop and manufacture products in Switzerland that we sell globally, and have a number of corporate functions located in Switzerland. When the Swiss franc strengthens against our other trading currencies, particularly the U.S. dollar and euro, our earnings decrease. We also have significantly more sales in the euro than we do expenses. When the euro weakens against the U.S. dollar and Swiss franc, our earnings also decrease. We estimate a 1% strengthening of the Swiss franc against the euro would reduce our earnings before tax by approximately $2.8 million to $3.1 million annually.

We also conduct business in many geographies throughout the world, including Asia Pacific, the United Kingdom, Eastern Europe, Latin America, and Canada. Fluctuations in these currency exchange rates against the U.S. dollar can also affect our operating results. The most significant of these currency exposures is the Chinese renminbi. The impact on our earnings before tax of the Chinese renminbi weakening 1% against the U.S. dollar is a reduction of approximately $2.2 million to $2.6 million annually.

In addition to the effects of exchange rate movements on operating profits, our debt levels can fluctuate due to changes in exchange rates, particularly between the U.S. dollar, the Swiss franc, and euro. Based on our outstanding debt at March 31, 2026, we estimate that a 5% weakening of the U.S. dollar against the currencies in which our debt is denominated would result in an increase of approximately $53.7 million in the reported U.S. dollar value of our debt.

Forward-Looking Statements Disclaimer

You should not rely on forward-looking statements to predict our actual results. Our actual results or performance may be materially different than reflected in forward-looking statements because of various risks and uncertainties, including statements about expected revenue growth, inflation, ongoing developments related to global trade disputes/tariffs, and the conflicts in Ukraine and the Middle East. You can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” or “continue.”

We make forward-looking statements about future events or our future financial performance, including earnings and sales growth, earnings per share, strategic plans and

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contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position, pricing, capital expenditures, cash flow, tax-related matters, the impact of foreign currencies, compliance with laws, effects of acquisitions, the impact of inflation, ongoing developments related to global trade disputes/tariffs, and the conflicts in Ukraine, Iran, and the Middle East on our business.

Our forward-looking statements may not be accurate or complete, and we do not intend to update or revise them in light of actual results. New risks also periodically arise. Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including ongoing developments related to global trade disputes/tariffs, inflation, and the ongoing conflicts in Ukraine, Iran, and the Middle East. See in particular “Factors Affecting Our Future Operating Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 and other reports filed with the SEC from time to time.

As of March 31, 2026, there was no material change in the information provided under Item 7A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

**Item 1.**Legal Proceedings. None

For the three months ended March 31, 2026 there were no material changes from risk factors disclosed in Part I, Item 1A of 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.

Issuer Purchases of Equity Securities

The Company has $3.5 billion of remaining availability for its share repurchase program as of March 31, 2026. The Company has purchased 33.2 million shares at an average price per share of $325.65 since the inception of the program through March 31, 2026.

During the three months ended March 31, 2026 and 2025, the Company spent $206.3 million and $218.7 million on the repurchase of 152,963 and 170,957 shares at an average price per share of $1,348.34 and $1,279.54, respectively. The Company reissued 1,211 shares and 4,282 shares held in treasury for the exercise of stock options and restricted stock units for the three months ended March 31, 2026 and 2025, respectively. In addition, the Company incurred $2.1 million and $2.0 million of excise tax during the three months ended March 31, 2026 and 2025, respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in the Company's interim consolidated financial statements.

Item 3. Defaults Upon Senior Securities. None

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EXHIBIT INDEX

_______________________

• Filed herewith

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SIGNATURE

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.

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