Teledyne Technologies (TDY) 10-K risk factor changes: FY2025 vs FY2024

Any [removed: of the] risk [removed: factors] [added: factor] discussed below could by itself, or combined with other factors, materially and adversely affect our business, results of operations, financial condition, competitive position or reputation, including by materially increasing expenses or decreasing revenues, which could result in material losses or a decrease in earnings.

[removed: Risks] [added: *Risks] Related to our Business and [removed: Industry][added: Industry*]

[removed: A] [added: *A] possible recession in the United States or globally may adversely affect [removed: us.][added: us.*]

[removed: Acquisitions] [added: *Acquisitions] and our ability to make acquisitions involve inherent risks that may adversely affect our operating results and financial [removed: condition.][added: condition.*]

- pre-existing vulnerabilities, [added: including cybersecurity vulnerabilities,] undetected malware and access management issues at the acquired business and its supply chain;

Our ability to make acquisitions depends on a number of factors, including the availability of potential acquisition candidates at reasonable prices, competition from other bidders, the ability to obtain regulatory approvals, including under [added: increasingly stringent] merger control and foreign direct investment laws, and the availability of debt and equity financing, among other factors.

For additional discussion of business acquisition, see the discussion under “Item [removed: [7](#id1dd119185ec4bc3bac90f54dbd94e19_43).][added: [7](#i6a11db73ba5643c89ed1113b43df5ec8_76).]

Management’s Discussion and Analysis of Operations and Financial Condition” and Note [removed: [3](#id1dd119185ec4bc3bac90f54dbd94e19_229).][added: [3](#i6a11db73ba5643c89ed1113b43df5ec8_262).]

[removed: Higher] [added: *Higher] interest rates and other factors could cause our customers to reduce capital spending, which could adversely impact [removed: us.][added: us.*]

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

[removed: Increased] [added: *Increased] prices for components and raw materials used in our products and higher labor and shipping costs could adversely impact our [removed: profitability.][added: profitability.*]

[removed: We] [added: *We] have experienced component and raw material shortages in the past that impacted our ability to manufacture and ship all the product for which we have demand, and these constraints may continue in the [removed: future.][added: future.*]

As a result, we experienced delivery delays and shortages of [removed: certain] components and raw materials needed for [removed: many of the] [added: certain] products we manufacture.

[removed: We] [added: *We] may not have sufficient resources to fund all future research and development and capital [removed: expenditures.][added: expenditures.*]

In order to remain competitive, we must make substantial investments in research and development [added: (“R&D”)] of new or enhanced products and continuously upgrade our process technology and manufacturing capabilities.

We may be unable to fund all of our [removed: research and development] [added: R&D] and capital investment [removed: needs or possible strategic acquisitions of businesses or product lines.][added: needs.]

[removed: We] [added: *We] may be unable to successfully introduce new and enhanced products in a timely and cost-effective manner or increase our participation in new markets, which could harm our profitability and [removed: prospects.][added: prospects.*]

[removed: Increasing] [added: *Increasing] competition could reduce the demand for our products and [removed: services.][added: services.*]

[removed: Risks] [added: *Risks] Related to International [removed: Operations][added: Operations*]

[removed: We] [added: *We] are subject to the risks associated with international sales and international operations, and events in those countries could harm our business or results of [removed: operations.][added: operations.*]

In [removed: 2024] [added: both 2025] and [removed: 2023,] [added: 2024,] sales to customers outside the United States accounted for approximately 48% [removed: and 49%] of total net [removed: sales, respectively.][added: sales.]

In both [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we sold products to customers in over 100 foreign countries.

In [removed: 2024,] [added: 2025,] the top five countries for sales to international customers, ranked by net sales, were the [removed: United Kingdom, China,] [added: UK,] Germany, [removed: Japan] [added: Japan, China] and France and represented approximately [removed: 19%] [added: 20%] of our total net sales.

- existing and intensifying global economic sanctions and export controls, including export controls related to [removed: China, sanctions related to Russia,] [added: China] and [removed: increasingly complex regulations] [added: sanctions] related to [removed: exports of marine instruments, digital imaging and other products;][added: Russia;]

- [removed: new] [added: existing] and emerging non-U.S. regulations relating to ESG and CSR matters, which could be costly to comply with;

[removed: Continued] [added: *An] economic slowdown in China may adversely affect [removed: us.][added: us.*]

Our net sales to China-based customers represented approximately 4% of total revenues in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Economic growth in China has slowed since the [removed: COVID] [added: coronavirus disease (“COVID”)] pandemic.

[removed: Escalating] [added: *Escalating] global trade tensions and the adoption or expansion of tariffs and trade restrictions could negatively impact [removed: us.][added: us.*]

[removed: In early 2025, the new] [added: The] U.S. Presidential administration [added: has] announced significant new tariffs on foreign imports into the United States, [removed: specifically from Mexico and Canada, all of which were subsequently postponed prior] [added: particularly with respect] to [removed: becoming effective, and] [added: imports from] China, and has proposed additional new tariffs that may be implemented in the future, including on member states of the European Union [added: (“EU”)] and on [removed: commodities like steel, aluminum] [added: Canada] and [removed: titanium.][added: Mexico.]

[added: The extent] and [added: duration of increased tariffs and the resulting impact] on [added: general economic conditions and on] our business are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Uncertainty [removed: around] [added: about] whether and the extent to which new tariffs will be imposed could also impact our supply chain and the cost of our products.

We have significant operations in Canada and in member states of the [removed: European Union,] [added: EU,] which could be negatively impacted by a trade war with the United States.

[removed: New] [added: *New] and expanding economic sanctions and export restrictions could impact our ability to sell our [removed: products.][added: products.*]

Recent export restrictions have had a significant impact on [added: our] business.

In response, China has unveiled restrictions on exports from China of certain materials and components, including gallium and germanium [added: and] which are used in semiconductor manufacturing and [added: permanent magnets and] which [removed: has] [added: have] impacted [removed: the production and pricing of some of our digital imaging products.]

[removed: Global] [added: *Global] conflicts could lead to disruption, instability and volatility in global markets and industries that could negatively impact our [removed: operations.][added: operations.*]

[removed: In-country] [added: *In-country] manufacturing could result in lower demand for our [removed: products.][added: products.*]

Many countries, including China, India and Saudi Arabia, have bolstered laws or regulations requiring the use of local [removed: suppliers] [added: suppliers, personnel] and in-country manufacturing, which has had a negative impact on Teledyne’s revenues of instrumentation, commercial aerospace, marine and digital imaging products, as we currently have limited manufacturing operations in these countries.

[removed: Risks] [added: *Risks] Related to our [removed: Markets][added: Markets*]

Our business in the recent past was impacted by interruptions in the supply chain.

China has also restricted the export of certain rare earth minerals and permanent magnets that are used in our products, which has in the past delayed and could in the future limit our ability to sell products that require these components or result in lower margins products that incorporate these components.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

- political and economic instability;

- compliance with non-U.S. data protection laws;

Efforts to avoid tariffs are also under increased scrutiny.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

the production and pricing of some of our digital imaging and aerospace and defense products.

China has also increased sanctions on certain specific U.S. companies, including two Teledyne legal entities, by adding them to its Unreliable Entity List or Export Control List, which has impacted the ability of some Teledyne subsidiaries (including those not so listed) to conduct business in China.

Chinese airlines and other manufacturers are under pressure to decrease their dependence on U.S. components and products and increase the use of domestic suppliers.

Ongoing instability in the Middle East and the conflict between Russia and Ukraine could result in supply chain and other business disruptions.

As European countries increase their defense spending, requirements to have production facilities in the EU are becoming more common to win contracts.

If we are unable to respond to these requirements, we may be unable to bid on new programs or lose opportunities to competitors that are based in the EU.

Some of our product sales are tied to artificial intelligence (“AI”)-related capital expenditures and data center infrastructure.

Several factors could result in volatility in AI-related spending, including constraints related to electricity generation and delivery, overbuilt capacity, new AI-focused legal regulations, and a consolidation of competing independent technologies.

U.S. Government shutdowns have resulted in delays in anticipated contract awards and delayed payments of invoices for several of our businesses.

In the fall of 2025, a shutdown of the U.S.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

Budget cuts at NASA have negatively impacted the revenues of Engineered Systems in 2025 and are expected to further impact revenues in 2026.

New EU cybersecurity requirements are expected to come into effect in 2026, which may impact our ability to market our products and services in the EU.

In January 2026, the President issued an executive order that imposes obligations on U.S. defense contractors, including immediately prohibiting any “major defense contractor” from conducting future stock buybacks or issuing dividends at the expense of accelerated procurement and increased production capacity.

The executive order also orders a historical review of defense contractor performance and directs the Secretary of War to develop and implement additional provisions related to prohibition of stock buybacks and corporate distributions, prohibition on the use of certain metrics in determining executive compensation and authorizing the U.S. Government to cap executive base salaries.

At this time, it is unclear the extent to which the executive order will apply to us and significant uncertainties exist as to how the executive order will be implemented and interpreted.

Depending on its implementation and application to us, the executive order could have a material adverse impact on our ability to make stock repurchases or issue dividends and continue to attract and retain executive talent.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

- instability in the Middle East and oil-producing regions of Latin America, including Venezuela;

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

As a result of these annual tests, we recorded $52.5 million of pretax, non-cash trademark impairments in 2024 in the Digital Imaging and Instrumentation segments, and no comparable amounts were recorded in 2025.

Management’s Discussion and Analysis of Operations and Financial Condition” and Notes [3](#i6a11db73ba5643c89ed1113b43df5ec8_262) and [6](#i6a11db73ba5643c89ed1113b43df5ec8_274).

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

Teledyne FLIR has enhanced its trade compliance program.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

unlawfully diverted.

Defending against malicious use of these new disruptive technologies could result in significant expense.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

In the case of our Defense Electronics businesses, once a part has been designed in, our customers often require lengthy and expensive qualification testing, potentially at the system level before a new supplier can be used on production hardware.

Additionally, overall volumes are often small when compared to commercial markets.

Both factors limit the ability to rapidly address supply chain issues when they occur.

Our business in the recent past was impacted by interruptions in the supply chain, due in part to the COVID pandemic, a resumption of strong worldwide demand for electronic products and components across a number of end markets, and interruption in supplier operations.

Our research and development efforts primarily involve engineering and design related to improving existing products and developing new products and technologies in the same or similar fields.

We have been experiencing increased competition for some of our key products.

Increasing competition could reduce the volume of our sales or the prices we may charge, which would negatively impact our revenues.

We are experiencing increasing competition in many of our businesses, especially our digital imaging and instrumentation businesses, from Chinese manufacturers that offer lower cost products with increasingly advanced technical capabilities.

- political and economic instability, including the war between Ukraine and Russia, the conflict in Israel and neighboring region and potential hostilities between China and Taiwan;

- compliance with non-U.S. data protection laws, including the EU General Data Protection Regulation (“GDPR”) in the European Union and the Personal Information Protection Law in China;

The administration has announced additional tariffs on steel and aluminum imports and has threatened to raise tariffs on semiconductors, pharmaceuticals and other products.

The extent and duration of increased tariffs and the resulting impact on general economic conditions

Conflicts around the world could negatively impact our operations.

The continuing conflict between Russia and Ukraine has led to energy market disruptions and shortages which could result in the shutdown of or slowdowns at our manufacturing facilities, particularly those located in Europe, and may result in substantial increases in the cost of energy.

The conflict in Israel and neighboring region could have a material impact on our business, especially if it escalates into a wider regional conflict.

The conflict has resulted in some supply delays resulting from disruptions in shipping routes using the Red Sea and Suez Canal and could lead to higher energy prices and disruptions for suppliers and customers located in the region.

Pro-Palestinian activist groups have targeted the facilities of defense companies, including our sites.

Actions taken by these groups have the potential to disrupt activity and temporarily halt production at the sites targeted.

The current cyclical downturn in the semiconductor market has impacted the results of our digital imaging and instrumentation businesses.

Budgetary concerns could result in future contracts being awarded more on price than on other competitive factors, and smaller defense budgets could result in government in-sourcing of programs and more intense competition on programs that are not in-sourced, which could result in lower revenues and profits.

The new Presidential administration has announced plans to significantly cut federal spending and the size of the federal government and has taken steps to reduce and reorganize the federal workforce at many agencies.

It is unclear how such cuts, if implemented, could impact our current and future business with the U.S. government.

If cuts to government personnel lead to staff shortages or disorganization at certain federal agencies, we may experience delays in obtaining contract awards or payments, the loss of current or future contracts, or delays in obtaining necessary permits, licenses or registrations.

Rising inflation and other factors also may result in a shift in U.S. defense spending between various programs based on priorities, which may result in a reduction or loss of expected revenues on programs in which we participate.

Such audits could result in adjustments to our contract costs.

We have recorded contract revenues based upon costs we expect to realize after final audit.

The Company is working to resolve a civil investigation by the U.S. Department of Justice relating to an ejection seat sequencer program and deliveries to the U.S. Government between 2006 and 2018 in which the use of counterfeit parts is alleged.

- conflict in the Middle East, including disruption of shipping lanes in the Red Sea;

In January 2024, the FAA ordered the temporary grounding of Boeing 737-9 MAX aircraft as a result of an incident on a Boeing 737-9 MAX where it lost a “door plug.” The FAA capped the output of Boeing 737-MAX aircraft until quality control targets are reached.

A strike by machinists at Boeing in 2024 lasted almost two months and resulted in a pause in aircraft production.

Teledyne incurred a significant amount of indebtedness in connection with the financing of the acquisition of FLIR in 2021.

We may not be able to service our debt obligations.

We may not be able to, at any given time, refinance our debt, sell assets, incur additional indebtedness or issue equity securities on terms acceptable to us, in amounts sufficient to meet our needs.

If a ratings downgrade were to occur, we could experience higher borrowing costs in the future and more restrictive debt covenants, which would reduce profitability and diminish operational flexibility.

A ratings downgrade could also limit our access to certain sources of debt financing.

While we seek to mitigate the risks associated with climate change on our operations, there are inherent climate-related risks globally.

Severe weather and wildfire events may impair the ability of our employees to work effectively.

Climate change, including the increasing frequency and intensity of extreme weather events, its impact on our supply chain and critical infrastructure worldwide and its potential to increase political instability in regions where we, our customers, partners and our suppliers do business, may disrupt our business and may cause us to experience higher employee attrition and higher costs to maintain or resume operations.

These costs and restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our operations and product design activities.

Proposed rules under the Federal Acquisition Regulation and similar rules in other jurisdictions such as the United Kingdom require or will require major contractors to disclose enhanced information on GHG emissions and commit to GHG emission reduction targets.

If we are unable to comply with these rules, we may be ineligible to receive future contract awards from the United States and other governments.

We may face increasing pressure regarding our sustainability disclosures and practices.

Additionally, members of the investment community may screen companies such as ours for sustainability performance before investing in our stock.

Teledyne provides enabling technologies [added: to sense, analyze and distribute information] for industrial growth markets that require advanced technology and high reliability.

These markets include aerospace and defense, factory automation, air and water quality environmental monitoring, electronics design and development, oceanographic research, deepwater oil and gas exploration and production, medical [removed: imaging] [added: imaging,] and pharmaceutical research.

Our products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management [removed: systems,] [added: systems] and defense [removed: electronics] [added: electronics,] and satellite communication subsystems.

Information about results of operations and financial conditions for [removed: 2022 and] 2023 [added: and 2024] can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K for the year ended December [removed: 31, 2023.][added: 29, 2024.]

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

[removed: Strategy/Overview][added: Strategy]

Our strategy continues to emphasize growth in our four business segments: Digital Imaging, Instrumentation, Aerospace and Defense [removed: Electronics] [added: Electronics,] and Engineered Systems.

Using complementary technology across our businesses and through targeted [removed: research and development,] [added: R&D,] we seek to create new products to grow our company and expand our addressable markets.

We continually evaluate our businesses [added: and products] to ensure that they are aligned with our strategy.

Sales recorded and costs incurred [added: recorded] by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period.

[removed: Market Risk](#id1dd119185ec4bc3bac90f54dbd94e19_103), [Note 1](#id1dd119185ec4bc3bac90f54dbd94e19_217) and [Note 14](#id1dd119185ec4bc3bac90f54dbd94e19_274)] [added: See Note [1](#i6a11db73ba5643c89ed1113b43df5ec8_298)[4](#i6a11db73ba5643c89ed1113b43df5ec8_298)] for additional discussion around our derivative instruments and hedging [removed: activities.][added: activities used to mitigate these impacts.]

See [added: also] our [added: government contracts] risks factor disclosure in [removed: Item [1A](#id1dd119185ec4bc3bac90f54dbd94e19_16).][added: [Item](#i6a11db73ba5643c89ed1113b43df5ec8_49) [1A](#i6a11db73ba5643c89ed1113b43df5ec8_49)[.](#i6a11db73ba5643c89ed1113b43df5ec8_49) “[Risk Factors](#i6a11db73ba5643c89ed1113b43df5ec8_49)”.]

Consistent with our strategy, we completed [removed: two] [added: four] acquisitions [removed: each] in [removed: 2024] [added: 2025] and [added: two acquisitions] in [removed: 2023.][added: 2024.]

Our [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] acquisitions were within the Digital [removed: Imaging and] [added: Imaging,] Instrumentation [added: and Aerospace and Defense Electronics] segments.

See Note [removed: [3](#id1dd119185ec4bc3bac90f54dbd94e19_229)] [added: [3](#i6a11db73ba5643c89ed1113b43df5ec8_262)] for additional information about our [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] business acquisitions.

See Note [removed: [18](#id1dd119185ec4bc3bac90f54dbd94e19_289)] [added: [18](#i6a11db73ba5643c89ed1113b43df5ec8_310)] for additional information.

Fiscal years [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] each contained 52 weeks.

| | | | [removed: | | | 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | $ Change | | | | | | % Change | | | [removed: | | | | | |]

| Costs and expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| Selling, general and administrative | | | [removed: | | | 902.6] [added: 931.1] | | | | | | [removed: 852.0] [added: 902.6] | | | | | | [removed: 50.6] [added: 28.5] | | | | | | [removed: 5.9] [added: 3.2] | | % | | | | | | |

| Research and development | | | [removed: | | | 292.6] [added: 317.3] | | | | | | [removed: 356.3] [added: 292.6] | | | | | | [removed: (63.7)] [added: 24.7] | | | | | | [removed: (17.9)] [added: 8.4] | | % | | | | | | |

| Acquired intangible asset amortization | | | [removed: | | | 198.0] [added: 216.6] | | | | | | [removed: 196.7] [added: 198.0] | | | | | | [removed: 1.3] [added: 18.6] | | | | | | [removed: 0.7] [added: 9.4] | | % | | | | | | |

| Impairment of acquired intangible assets | | | [removed: | | | 52.5] [added: —] | | | | | | [removed: —] [added: 52.5] | | | | | | [removed: 52.5] [added: (52.5)] | | | | | | [removed: *] [added: (100.0)] | | [added: %] | | | | | | |

| Total costs and expenses | | | [removed: | | | 4,680.9] [added: 4,965.6] | | | | | | [removed: 4,601.1] [added: 4,680.9] | | | | | | [removed: 79.8] [added: 284.7] | | | | | | [removed: 1.7] [added: 6.1] | | % | | | | | | |

| [removed: Operating] [added: Operating] income [removed: (loss) | | | | | | 989.1 | | |] [added: (loss):] | | | [removed: 1,034.4] | | | | | | [removed: (45.3)] | | | | | | [removed: (4.4)] | | [removed: %] | | | | | | |

| Net income (loss) attributable to Teledyne | | | [removed: | | |] $ | [removed: 819.2] [added: 894.8] | | | | | $ | [removed: 885.7] [added: 819.2] | | | | | $ | [removed: (66.5)] [added: 75.6] | | | | | [removed: (7.5)] [added: 9.2] | | % | | | | | | |

| Diluted earnings per common share | | | [removed: | | |] $ | [removed: 17.21] [added: 18.88] | | | | | $ | [removed: 18.49] [added: 17.21] | | | | | $ | [removed: (1.28)] [added: 1.67] | | | | | [removed: (6.9)] [added: 9.7] | | % | | | | | | |

Our businesses are aligned in four segments: Digital Imaging, Instrumentation, Aerospace and Defense [removed: Electronics] [added: Electronics,] and Engineered Systems.

Additional financial information about our business segments can be found in Note [removed: [4](#id1dd119185ec4bc3bac90f54dbd94e19_235).][added: [4](#i6a11db73ba5643c89ed1113b43df5ec8_2882).]

[removed: *2024] [added: *2025] compared with [removed: 2023*][added: 2024*]

| Net sales (dollars in millions) | | | [added: 2025] | | | | | | 2024 | | | | | | [removed: 2023 | | | | | |] $ Change | | | | | | % Change | | |

| Aerospace and Defense Electronics | | | [removed: | | | | | | 776.8] [added: 1,058.7] | | | | | | [removed: 726.5] [added: 776.8] | | | | | | [removed: 50.3] [added: 281.9] | | | | | | [removed: 6.9] [added: 36.3] | | % |

| Total net sales | | | [removed: | | | | | |] $ | [removed: 5,670.0] [added: 6,115.4] | | | | | $ | [removed: 5,635.5] [added: 5,670.0] | | | | | $ | [removed: 34.5] [added: 445.4] | | | | | [removed: 0.6] [added: 7.9] | | % |

| Results of operations (dollars in millions) | | | [added: 2025] | | | | | | 2024 | | | | | | [removed: 2023 | | | | | |] $ Change | | | | | | % Change | | |

| Aerospace and Defense Electronics | | | [removed: | | | | | | 221.7] [added: 262.1] | | | | | | [removed: 199.6] [added: 221.7] | | | | | | [removed: 22.1] [added: 40.4] | | | | | | [removed: 11.1] [added: 18.2] | | % |

| [removed: Operating] [added: Operating] income [removed: (loss)] [added: (loss)] | | | [added: 1,149.8] | | | | | | [removed: 989.1] [added: 989.1] | | | | | | [removed: 1,034.4] [added: 160.7] | | | | | | [removed: (45.3)] [added: 16.2] | | [added: %] | | | | [removed: (4.4)] | | [removed: %] |

| Interest and debt expense, net | | | [removed: | | | | | | (57.9)] [added: (59.6)] | | | | | | [removed: (77.3)] [added: (57.9)] | | | | | | [removed: 19.4] [added: (1.7)] | | | | | | [removed: (25.1)] [added: 2.9] | | % |

| Non-service retirement benefit income | | | [removed: | | | | | | 10.8] [added: 10.9] | | | | | | [removed: 12.4] [added: 10.8] | | | | | | [removed: (1.6)] [added: 0.1] | | | | | | [removed: (12.9)] [added: 0.9] | | % |

| Gain (loss) on debt extinguishment | | | [removed: | | | | | | —] [added: 15.0] | | | | | | [removed: 1.6] [added: —] | | | | | | [removed: (1.6)] [added: 15.0] | | | | | | [removed: (100.0)] [added: *] | | [removed: %] |

| Other income (expense), net | | | [removed: | | | | | | (4.1)] [added: (21.6)] | | | | | | [removed: (12.2)] [added: (4.1)] | | | | | | [removed: 8.1] [added: (17.5)] | | | | | | [removed: (66.4)] [added: 426.8] | | % |

Overview

The global trade environment continues to be highly dynamic, including new potential tariffs and retaliatory tariffs, and a number of the tariffs remain in effect.

There have been continuing significant tariffs and trade sanctions between the United States and China.

China has also restricted the export of certain rare earth minerals that we use in our products, which could disrupt the supply chain for these minerals and components made from these materials.

Tariffs, trade restrictions and retaliatory measures could result in revenue reductions, cost increases on material used in our products or significant production delays, which could adversely affect our business, financial condition, operational results and cash flows.

Our manufacturing facilities span across many countries which helps us mitigate the impact of certain tariffs and trade restrictions.

Also, consistent with our strategy, we continually optimize our operations and take measures to contain costs to reduce the impact from tariffs.

We may also implement additional pricing actions to mitigate the impact of these tariffs.

We have been working to minimize potential delivery delays and shortages of components and raw materials needed for certain products we manufacture.

To date, we believe our strategies have helped minimize our exposure to these conditions.

It is unclear how the recent U.S. Supreme Court ruling invalidating certain tariffs will impact our exposure to tariffs or our strategy with respect to tariffs going forward.

U.S. Government shutdowns could negatively impact our businesses.

Previous U.S. Government shutdowns have resulted in delays in anticipated contract awards, issuances of export licenses, shipments and payments of invoices for several of our businesses.

We try to reduce this potential volatility in reported earnings primarily through derivative instruments and hedging activities.

During 2026, we plan to invest approximately $150 million in capital expenditures, principally to upgrade facilities and manufacturing equipment as well as to support internal growth initiatives.

As part of a continuing effort to reduce costs and improve operating performance, we continue to take actions to consolidate and relocate certain facilities, rationalize products and reduce headcount across various businesses, reducing our exposure to weaker end markets.

We continue to seek cost reductions in our businesses.

Subsequent to the end of the year, we have completed one acquisition which will be included within the Instrumentation segment.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| Net sales | | | $ | 6,115.4 | | | | | $ | 5,670.0 | | | | | $ | 445.4 | | | | | 7.9 | | % | | | | | | |

| Cost of sales | | | 3,500.6 | | | | | | 3,235.2 | | | | | | 265.4 | | | | | | 8.2 | | % | | | | | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| Digital Imaging | | | $ | 3,163.9 | | | | | $ | 3,070.8 | | | | | $ | 93.1 | | | | | 3.0 | | % |

| Instrumentation | | | 1,457.1 | | | | | | 1,382.6 | | | | | | 74.5 | | | | | | 5.4 | | % |

| Engineered Systems | | | 435.7 | | | | | | 439.8 | | | | | | (4.1) | | | | | | (0.9) | | % |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Digital Imaging | | | $ | 528.2 | | | | | $ | 442.0 | | | | | $ | 86.2 | | | | | 19.5 | | % |

| Instrumentation | | | 400.4 | | | | | | 370.3 | | | | | | 30.1 | | | | | | 8.1 | | % |

| Engineered Systems | | | 46.6 | | | | | | 32.9 | | | | | | 13.7 | | | | | | 41.6 | | % |

| Corporate expense | | | (87.5) | | | | | | (77.8) | | | | | | (9.7) | | | | | | 12.5 | | % |

| Total operating income (loss) | | | 1,149.8 | | | | | | 989.1 | | | | | | 160.7 | | | | | | 16.2 | | % |

R&D expense increased in 2025, primarily driven by increases within our Digital Imaging, Aerospace and Defense Electronics, and Instrumentation segments.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

*Pension Service Expense*

Pension service expense is included in both cost of sales and SG&A expense.

In 2025 and 2024, pension service expense was $5.9 million and $6.2 million, respectively.

No trademark impairments were recorded in 2025.

Non-service retirement benefit income was $10.9 million in 2025 and $10.8 million in 2024.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

See [Item 7](#id1dd119185ec4bc3bac90f54dbd94e19_103)[A](#id1dd119185ec4bc3bac90f54dbd94e19_103)[.

In February 2025, the U.S. Presidential administration proposed certain orders directing the United States to potentially impose new tariffs on foreign imports impacting multiple countries, commodities and industries.

We are currently evaluating the potential impact of the proposed tariffs to our business and financial condition.

Risk Factors for further information.

Subsequent to the end of fiscal year 2024, we have completed two acquisitions.

Certain prior year amounts have been reclassified to conform to the current period presentation.

We now disclose research and development expense on a separate income statement line.

Research and development expense was previously included in selling, general and administrative expenses.

In addition, we historically included bid and proposal expense as part of its annual research and development expense disclosures.

We have not reclassified bid and proposal expense, which remains withing selling, general and administrative expense.

We also now disclose impairment of acquired intangible assets on a separate income statement line item.

Impairment of acquired intangible assets was previously included within selling, general and administrative expense.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | | | | | | $ | 5,670.0 | | | | | $ | 5,635.5 | | | | | $ | 34.5 | | | | | 0.6 | | % | | | | | | |

| Cost of sales | | | | | | 3,235.2 | | | | | | 3,196.1 | | | | | | 39.1 | | | | | | 1.2 | | % | | | | | | |

* not meaningful

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Digital Imaging | | | | | | | | | $ | 3,070.8 | | | | | $ | 3,144.1 | | | | | $ | (73.3) | | | | | (2.3) | | % |

| Instrumentation | | | | | | | | | 1,382.6 | | | | | | 1,326.2 | | | | | | 56.4 | | | | | | 4.3 | | % |

| Engineered Systems | | | | | | | | | 439.8 | | | | | | 438.7 | | | | | | 1.1 | | | | | | 0.3 | | % |

| Digital Imaging | | | | | | | | | $ | 442.0 | | | | | $ | 517.4 | | | | | $ | (75.4) | | | | | (14.6) | | % |

| Instrumentation | | | | | | | | | 370.3 | | | | | | 338.3 | | | | | | 32.0 | | | | | | 9.5 | | % |

| Engineered Systems | | | | | | | | | 32.9 | | | | | | 44.7 | | | | | | (11.8) | | | | | | (26.4) | | % |

| Corporate expense | | | | | | | | | (77.8) | | | | | | (65.6) | | | | | | (12.2) | | | | | | 18.6 | | % |

Research and development expense decreased in 2024, primarily driven by a decrease within the Digital Imaging segment.

The decrease was due primarily to reduced outstanding borrowings with lower weighted average interest rates compared to 2023.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | | | | | | $ | 3,070.8 | | | | | $ | 3,144.1 | | | | | $ | (73.3) | | | | | (2.3)% | | |

| Cost of sales | | | | | | $ | 1,708.0 | | | | | $ | 1,711.4 | | | | | $ | (3.4) | | | | | (0.2)% | | |

| Operating income | | | | | | $ | 442.0 | | | | | $ | 517.4 | | | | | $ | (75.4) | | | | | (14.6)% | | |

Operating income for 2024, which included a $49.5 million impairment of acquired intangible assets, decreased 14.6%, compared with 2023.

Cost of sales for 2024 decreased compared with 2023 and reflected the impact of lower net sales partially offset by unfavorable product mix and higher engineering costs.

Selling, general and administrative expense and the selling, general and administrative expense percentage for 2024 increased compared with 2023 and included incremental selling, general and administrative expense from current and prior year acquisitions, higher bad debt expense in 2024 compared to a bad debt recovery in 2023 on previously reserved amounts and higher third party sales commissions.

Research and development expense and the research and development expense percentage for 2024 decreased 27.3% compared with 2023, with the decrease driven primarily by the completion of certain unmanned air systems product development activities in 2023 that moved to commercialization in early 2024, FLIR integration-related cost-reduction efforts implemented in the second half of 2023 and a larger percentage of labor focused on customer-funded research and development projects in 2024 as compared to 2023.

| Net sales | | | | | | $ | 1,382.6 | | | | | $ | 1,326.2 | | | | | $ | 56.4 | | | | | 4.3% | | |

Teledyne Technologies Incorporated is a Delaware corporation that provides enabling technologies [added: to sense, analyze and distribute information] for industrial growth markets that require advanced technology and high reliability.

The following description of our business should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Item [removed: [7](#id1dd119185ec4bc3bac90f54dbd94e19_43) of this Form 10-K.][added: [7](#i6a11db73ba5643c89ed1113b43df5ec8_76).]

Consistent with our strategy, we completed [removed: two] [added: four] acquisitions [removed: each] in [removed: 2024] [added: 2025] and [added: two acquisitions] in [removed: 2023.][added: 2024.]

Our [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] acquisitions were within the Digital [removed: Imaging] [added: Imaging, Instrumentation,] and [removed: Instrumentation] [added: Aerospace and Defense Electronics] segments.

See Note [removed: [3](#id1dd119185ec4bc3bac90f54dbd94e19_229)] [added: [3](#i6a11db73ba5643c89ed1113b43df5ec8_262)] for additional information about our [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] business acquisitions.

See Note [removed: [18](#id1dd119185ec4bc3bac90f54dbd94e19_289)] [added: [18](#i6a11db73ba5643c89ed1113b43df5ec8_310)] for additional information.

Our businesses are aligned in four segments: Digital Imaging, Instrumentation, Aerospace and Defense [removed: Electronics] [added: Electronics,] and Engineered Systems.

Additional financial information about our business segments can be found in Note [removed: [4](#id1dd119185ec4bc3bac90f54dbd94e19_235).][added: [4](#i6a11db73ba5643c89ed1113b43df5ec8_2882).]

| | | | [removed: | | |] Percentage of Total Net Sales | | | | | | | | | | | | | | |

| Segment contribution to total net sales: | | | [removed: | | | 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Digital Imaging | | | [removed: | | | 54] [added: 52] | | % | | | | [removed: 56] [added: 54] | | % | | | | [removed: 57] [added: 56] | | % |

| Instrumentation | | | [removed: | | |] 24 | | % | | | | [removed: 23] [added: 24] | | % | | | | 23 | | % |

| Aerospace and Defense Electronics | | | [removed: | | | 14] [added: 17] | | % | | | | [removed: 13] [added: 14] | | % | | | | [removed: 12] [added: 13] | | % |

| Engineered Systems | | | [removed: | | | 8] [added: 7] | | % | | | | 8 | | % | | | | 8 | | % |

| Total | | | [removed: | | |] 100 | | % | | | | 100 | | % | | | | 100 | | % |

[removed: Digital] [added: *Digital] Imaging [removed: Segment][added: Segment*]

Our Digital Imaging segment includes high-performance sensors, [removed: cameras,] [added: cameras] and [removed: systems,] [added: systems] within the visible, infrared, ultraviolet and X-ray spectra for use in industrial, scientific, government, space, defense, security, medical and other applications.

We also produce and provide manufacturing services for micro electromechanical systems (“MEMS”) and high-performance, high-reliability [removed: semiconductors] [added: semiconductors,] including analog-to-digital and digital-to-analog converters, as well as unmanned aerial and ground systems.

We provide research and engineering capabilities primarily in the areas of electronics, materials, optical [removed: systems,] [added: systems] and information science to military, aerospace and industrial customers, as well as to various businesses throughout Teledyne.

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

For defense applications, we also develop and manufacture multi-spectrum electro-optic/infrared imaging systems and associated products such as lasers, optics, and radars, CBRNE (“Chemical, Biological, Radiological, Nuclear and Explosive detectors”) and unmanned [removed: air] [added: aerial] and ground systems.

[removed: Instrumentation Segment][added: *Instrumentation Segment*]

We offer a variety of products designed for use in harsh underwater environments, instruments that measure currents and other physical properties in the water column, systems that create acoustic images of objects beneath the water’s surface, including the bottom of a body of water, instruments for navigation and sensors that determine the [removed: geologic] [added: geological] structure below the bottom.

Other marine products used by the U.S. Navy and commercial customers include acoustic modems for networked underwater communication and optical underwater cameras and [removed: LED] [added: light-emitting diode (“LED”)] lighting sources.

Finally, we manufacture fixed and portable industrial gas and flame detection instruments used in a variety of [removed: industries] [added: industries,] including petrochemical, power generation, oil and gas, food and beverage, [removed: mining] [added: mining,] and wastewater treatment.

Our customers use our equipment in the design, development, manufacture, installation, deployment and operation of electronics equipment in a broad range of industries, including aerospace and defense, internet infrastructure, automotive, industrial, computer and semiconductor, consumer electronics [removed: mobile] [added: mobile,] and power electronics.

Our leadership in [removed: USB] [added: Universal Serial Bus (“USB”)] and video technologies provides a unique base to service the mobile, internet of things, automotive and consumer electronics test markets.

Our interposers and software options allow engineers to get a complete picture when testing the [removed: PCI] [added: Peripheral Component Interconnect (“PCI”)] Express interface standard by enabling a link between an oscilloscope and a protocol analyzer to show a synchronized view of both the physical and protocol layers.

We [removed: also] manufacture torque sensors and automatic data acquisition systems that are used to test critical control valves in nuclear power and industrial plants.

[removed: Aerospace] [added: *Aerospace] and Defense Electronics [removed: Segment][added: Segment*]

Our Aerospace and Defense Electronics segment provides sophisticated electronic and optical components and subsystems, data acquisition and communications components and equipment, harsh environment interconnects, general aviation [removed: batteries] [added: batteries,] and other components for a variety of commercial and defense applications that require high performance and high reliability.

[removed: Engineered] [added: *Engineered] Systems [removed: Segment][added: Segment*]

Our core business base includes [added: the] National Aeronautics and Space Administration (“NASA”), the U.S. Department of [removed: Defense,] [added: War,] the U.S. Department of Energy, foreign militaries and commercial customers.

No commercial customer in [removed: 2024] [added: 2025] or [removed: 2023] [added: 2024] accounted for more than 10% of net sales for any of our segments or for the total Company.

Total sales to international customers were [removed: $2,731.1] [added: $2,932.6] million in [removed: 2024] [added: 2025] and [removed: $2,740.1] [added: $2,731.1] million in [removed: 2023.][added: 2024.]

Of these net sales to international customers, our businesses in the United States accounted for [removed: $950.0] [added: $978.4] million in [removed: 2024] [added: 2025] and [removed: $900.5] [added: $950.0] million in [removed: 2023.][added: 2024.]

In both [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we sold products to customers in over 100 foreign countries.

Approximately 90% of our net sales to international customers during [removed: 2024] [added: 2025] were made to customers in 30 foreign countries.

In [removed: 2024,] [added: 2025,] the top five countries for sales to international customers, ranked by net sales, were the United [removed: Kingdom, China,] [added: Kingdom (“UK”),] Germany, [removed: Japan] [added: Japan, China] and France and represented approximately [removed: 19%] [added: 20%] of our total net sales.

| Digital Imaging | | | [removed: | | |] $ | [removed: 557.1] [added: 645.5] | | | | | $ | [removed: 570.7] [added: 557.1] | | | | | $ | [removed: 619.1] [added: 570.7] | |

of this Form 10-K.

Subsequent to the end of the year, we completed one acquisition which will be included within the Instrumentation segment.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | | | | | | | | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | | | 64% | | | | | | 48.9 | | | | | | 10.1 | | | | | | 65% | | | | | | 33% | | | | | | 2% | | |

| Europe, the Middle East and Africa | | | 33% | | | | | | 44.6 | | | | | | 10.4 | | | | | | 70% | | | | | | 24% | | | | | | 6% | | |

| Asia-Pacific Region | | | 3% | | | | | | 43.7 | | | | | | 8.5 | | | | | | 67% | | | | | | 25% | | | | | | 8% | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

Subsequent to the end of the year, we have completed two acquisitions.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| U.S. Government sales by segment: | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

In 2024 and 2023, the largest program with the U.S. Government within the Engineered Systems segment was the Marshall Operations, Systems, Services, and Integration II (“MOSSI II”) contract with the NASA Marshall Space Flight Center, which represented approximately 16% and approximately 17% of Engineered Systems net sales, respectively.

As described in greater detail under Item 1A.

The prominence and importance of sustainability and Environmental, Social and Governance (“ESG”) initiatives have dramatically increased.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | | | 67% | | | 48.5 | | | 10.2 | | | | | | 64% | | | 33% | | | 3% | | |

| Europe, the Middle East and Africa | | | 30% | | | 44.3 | | | 9.8 | | | | | | 66% | | | 26% | | | 8% | | |

| Asia-Pacific Region | | | 3% | | | 43.0 | | | 8.0 | | | | | | 65% | | | 25% | | | 10% | | |

Information pertaining to legal proceedings can be found in Note [removed: [17](#id1dd119185ec4bc3bac90f54dbd94e19_283)] [added: [17](#i6a11db73ba5643c89ed1113b43df5ec8_307)] and is incorporated by reference herein.

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

[added: |] (Mark One) [added: | | |]

| [removed: ☒ | | | ANNUAL] [added: ☒ ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | |

For the fiscal year ended December [removed: 29, 2024][added: 28, 2025]

| [removed: ☐ | | | TRANSITION] [added: ☐ TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | |

As of June [removed: 30, 2024,] [added: 27, 2025,] the aggregate market value of Common Stock (based upon closing price of the stock on the New York Stock Exchange) of the registrant held by non-affiliates was approximately [removed: $18.0] [added: $23.8] billion.

At February [removed: 12, 2025,] [added: 11, 2026,] there were [removed: 46,834,810] [added: 46,305,311] shares of the registrant’s Common Stock outstanding.

Portions of the registrant’s proxy statement to be filed subsequently with the Securities and Exchange Commission pursuant to Regulation 14A for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

| | | | [Item 1. [removed: Business](#id1dd119185ec4bc3bac90f54dbd94e19_13)] [added: Business](#i6a11db73ba5643c89ed1113b43df5ec8_13)] | | | [removed: [1](#id1dd119185ec4bc3bac90f54dbd94e19_13)] [added: [1](#i6a11db73ba5643c89ed1113b43df5ec8_13)] | | |

| | | | [Item 1A. Risk [removed: Factors](#id1dd119185ec4bc3bac90f54dbd94e19_16)] [added: Factors](#i6a11db73ba5643c89ed1113b43df5ec8_49)] | | | [removed: [7](#id1dd119185ec4bc3bac90f54dbd94e19_16)] [added: [7](#i6a11db73ba5643c89ed1113b43df5ec8_49)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#id1dd119185ec4bc3bac90f54dbd94e19_19)] [added: Comments](#i6a11db73ba5643c89ed1113b43df5ec8_52)] | | | [removed: [21](#id1dd119185ec4bc3bac90f54dbd94e19_19)] [added: [20](#i6a11db73ba5643c89ed1113b43df5ec8_52)] | | |

| | | | [Item 2. [removed: Properties](#id1dd119185ec4bc3bac90f54dbd94e19_25)] [added: Properties](#i6a11db73ba5643c89ed1113b43df5ec8_58)] | | | [removed: [22](#id1dd119185ec4bc3bac90f54dbd94e19_25)] [added: [21](#i6a11db73ba5643c89ed1113b43df5ec8_58)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#id1dd119185ec4bc3bac90f54dbd94e19_28)] [added: Proceedings](#i6a11db73ba5643c89ed1113b43df5ec8_61)] | | | [removed: [22](#id1dd119185ec4bc3bac90f54dbd94e19_28)] [added: [21](#i6a11db73ba5643c89ed1113b43df5ec8_61)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#id1dd119185ec4bc3bac90f54dbd94e19_31)] [added: Disclosures](#i6a11db73ba5643c89ed1113b43df5ec8_64)] | | | [removed: [22](#id1dd119185ec4bc3bac90f54dbd94e19_31)] [added: [21](#i6a11db73ba5643c89ed1113b43df5ec8_64)] | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id1dd119185ec4bc3bac90f54dbd94e19_37)] [added: Securities](#i6a11db73ba5643c89ed1113b43df5ec8_70)] | | | [removed: [23](#id1dd119185ec4bc3bac90f54dbd94e19_37)] [added: [22](#i6a11db73ba5643c89ed1113b43df5ec8_70)] | | |

| | | | [Item [removed: 6.](#id1dd119185ec4bc3bac90f54dbd94e19_40) [\[](#id1dd119185ec4bc3bac90f54dbd94e19_40)[Reserved\]](#id1dd119185ec4bc3bac90f54dbd94e19_40)] [added: 6. \[Reserved\]](#i6a11db73ba5643c89ed1113b43df5ec8_73)] | | | [removed: [23](#id1dd119185ec4bc3bac90f54dbd94e19_40)] [added: [22](#i6a11db73ba5643c89ed1113b43df5ec8_73)] | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#id1dd119185ec4bc3bac90f54dbd94e19_43)[s](#id1dd119185ec4bc3bac90f54dbd94e19_43)] [added: Operations](#i6a11db73ba5643c89ed1113b43df5ec8_76)] | | | [removed: [23](#id1dd119185ec4bc3bac90f54dbd94e19_43)] [added: [22](#i6a11db73ba5643c89ed1113b43df5ec8_76)] | | |

| | | | [Item 7A. Quantitative and Qualitative [removed: Disclosure](#id1dd119185ec4bc3bac90f54dbd94e19_103)[s](#id1dd119185ec4bc3bac90f54dbd94e19_103) [About] [added: Disclosures About] Market [removed: Risk](#id1dd119185ec4bc3bac90f54dbd94e19_103)] [added: Risk](#i6a11db73ba5643c89ed1113b43df5ec8_169)] | | | [removed: [38](#id1dd119185ec4bc3bac90f54dbd94e19_103)] [added: [38](#i6a11db73ba5643c89ed1113b43df5ec8_169)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#id1dd119185ec4bc3bac90f54dbd94e19_109)] [added: Data](#i6a11db73ba5643c89ed1113b43df5ec8_172)] | | | [removed: [38](#id1dd119185ec4bc3bac90f54dbd94e19_109)] [added: [38](#i6a11db73ba5643c89ed1113b43df5ec8_172)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id1dd119185ec4bc3bac90f54dbd94e19_115)] [added: Disclosure](#i6a11db73ba5643c89ed1113b43df5ec8_175)] | | | [removed: [38](#id1dd119185ec4bc3bac90f54dbd94e19_115)] [added: [39](#i6a11db73ba5643c89ed1113b43df5ec8_175)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#id1dd119185ec4bc3bac90f54dbd94e19_121)] [added: Procedures](#i6a11db73ba5643c89ed1113b43df5ec8_178)] | | | [removed: [38](#id1dd119185ec4bc3bac90f54dbd94e19_121)] [added: [39](#i6a11db73ba5643c89ed1113b43df5ec8_178)] | | |

| | | | [Item 9B. Other [removed: Information](#id1dd119185ec4bc3bac90f54dbd94e19_133)] [added: Information](#i6a11db73ba5643c89ed1113b43df5ec8_190)] | | | [removed: [39](#id1dd119185ec4bc3bac90f54dbd94e19_133)] [added: [39](#i6a11db73ba5643c89ed1113b43df5ec8_190)] | | |

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id1dd119185ec4bc3bac90f54dbd94e19_139)] [added: Inspections](#i6a11db73ba5643c89ed1113b43df5ec8_193)] | | | [removed: [39](#id1dd119185ec4bc3bac90f54dbd94e19_139)] [added: [39](#i6a11db73ba5643c89ed1113b43df5ec8_193)] | | |

| | | | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#id1dd119185ec4bc3bac90f54dbd94e19_145)] [added: Governance](#i6a11db73ba5643c89ed1113b43df5ec8_199)] | | | [removed: [40](#id1dd119185ec4bc3bac90f54dbd94e19_145)] [added: [40](#i6a11db73ba5643c89ed1113b43df5ec8_199)] | | |

| | | | [Item 11. Executive [removed: Compensation](#id1dd119185ec4bc3bac90f54dbd94e19_151)] [added: Compensation](#i6a11db73ba5643c89ed1113b43df5ec8_202)] | | | [removed: [40](#id1dd119185ec4bc3bac90f54dbd94e19_151)] [added: [40](#i6a11db73ba5643c89ed1113b43df5ec8_202)] | | |

| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id1dd119185ec4bc3bac90f54dbd94e19_157)] [added: Matters](#i6a11db73ba5643c89ed1113b43df5ec8_205)] | | | [removed: [40](#id1dd119185ec4bc3bac90f54dbd94e19_157)] [added: [40](#i6a11db73ba5643c89ed1113b43df5ec8_205)] | | |

| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#id1dd119185ec4bc3bac90f54dbd94e19_163)] [added: Independence](#i6a11db73ba5643c89ed1113b43df5ec8_208)] | | | [removed: [40](#id1dd119185ec4bc3bac90f54dbd94e19_163)] [added: [40](#i6a11db73ba5643c89ed1113b43df5ec8_208)] | | |

| | | | [Item 14. Principal Accountant Fees and [removed: Services](#id1dd119185ec4bc3bac90f54dbd94e19_169)] [added: Services](#i6a11db73ba5643c89ed1113b43df5ec8_211)] | | | [removed: [40](#id1dd119185ec4bc3bac90f54dbd94e19_169)] [added: [40](#i6a11db73ba5643c89ed1113b43df5ec8_211)] | | |

| | | | [Item 15. Exhibits and Financial Statement [removed: Schedules](#id1dd119185ec4bc3bac90f54dbd94e19_178)] [added: Schedules](#i6a11db73ba5643c89ed1113b43df5ec8_217)] | | | [removed: [41](#id1dd119185ec4bc3bac90f54dbd94e19_178)] [added: [41](#i6a11db73ba5643c89ed1113b43df5ec8_217)] | | |

| | | | [Item 16. Form 10-K [removed: Summary](#id1dd119185ec4bc3bac90f54dbd94e19_295)] [added: Summary](#i6a11db73ba5643c89ed1113b43df5ec8_316)] | | | [removed: [84](#id1dd119185ec4bc3bac90f54dbd94e19_295)] [added: [87](#i6a11db73ba5643c89ed1113b43df5ec8_316)] | | |

For a discussion of risk factors and uncertainties associated with Teledyne and any forward-looking statements made by us, see the discussion beginning on page [removed: [7](#id1dd119185ec4bc3bac90f54dbd94e19_16)] [added: [7](#i6a11db73ba5643c89ed1113b43df5ec8_49)] of this Annual Report on Form 10-K.

In this document, for any references to Note [removed: [1](#id1dd119185ec4bc3bac90f54dbd94e19_217)] [added: [1](#i6a11db73ba5643c89ed1113b43df5ec8_253)] through Note [removed: [18](#id1dd119185ec4bc3bac90f54dbd94e19_289),] [added: [18](#i6a11db73ba5643c89ed1113b43df5ec8_310),] refer to the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

| | | |

| --- | --- | --- |

| | | |

| --- | --- | --- |

| OR | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| [PART I](#i6a11db73ba5643c89ed1113b43df5ec8_10) | | | | | | | | |

| | | | [Item 1C. Cybersecurity](#i6a11db73ba5643c89ed1113b43df5ec8_55) | | | [20](#i6a11db73ba5643c89ed1113b43df5ec8_55) | | |

| [PART II](#i6a11db73ba5643c89ed1113b43df5ec8_67) | | | | | | | | |

| [Part III](#i6a11db73ba5643c89ed1113b43df5ec8_196) | | | | | | | | |

| [PART IV](#i6a11db73ba5643c89ed1113b43df5ec8_214) | | | | | | | | |

| | | | [Index to Financial Statements and Related Information](#i6a11db73ba5643c89ed1113b43df5ec8_223) | | | [42](#i6a11db73ba5643c89ed1113b43df5ec8_223) | | |

| | | | [Exhibit Index](#i6a11db73ba5643c89ed1113b43df5ec8_319) | | | [88](#i6a11db73ba5643c89ed1113b43df5ec8_319) | | |

| | | | [Signatures](#i6a11db73ba5643c89ed1113b43df5ec8_322) | | | [93](#i6a11db73ba5643c89ed1113b43df5ec8_322) | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

OR

| [PART I](#id1dd119185ec4bc3bac90f54dbd94e19_10) | | | | | | | | |

| | | | [Item 1C. C](#id1dd119185ec4bc3bac90f54dbd94e19_22)[ybersecurity](#id1dd119185ec4bc3bac90f54dbd94e19_22) | | | [21](#id1dd119185ec4bc3bac90f54dbd94e19_22) | | |

| [PART II](#id1dd119185ec4bc3bac90f54dbd94e19_34) | | | | | | | | |

| [Part III](#id1dd119185ec4bc3bac90f54dbd94e19_142) | | | | | | | | |

| [PART IV](#id1dd119185ec4bc3bac90f54dbd94e19_175) | | | | | | | | |

| | | | [I](#id1dd119185ec4bc3bac90f54dbd94e19_184)[ndex](#id1dd119185ec4bc3bac90f54dbd94e19_184) [](#id1dd119185ec4bc3bac90f54dbd94e19_184)[to](#id1dd119185ec4bc3bac90f54dbd94e19_184) [F](#id1dd119185ec4bc3bac90f54dbd94e19_184)[inancial](#id1dd119185ec4bc3bac90f54dbd94e19_184) [S](#id1dd119185ec4bc3bac90f54dbd94e19_184)[tatements and](#id1dd119185ec4bc3bac90f54dbd94e19_184) [R](#id1dd119185ec4bc3bac90f54dbd94e19_184)[elated](#id1dd119185ec4bc3bac90f54dbd94e19_184) [I](#id1dd119185ec4bc3bac90f54dbd94e19_184)[nformation](#id1dd119185ec4bc3bac90f54dbd94e19_184) | | | [42](#id1dd119185ec4bc3bac90f54dbd94e19_184) | | |

| | | | [Exhibit Index](#id1dd119185ec4bc3bac90f54dbd94e19_298) | | | [85](#id1dd119185ec4bc3bac90f54dbd94e19_298) | | |

| | | | [Signatures](#id1dd119185ec4bc3bac90f54dbd94e19_301) | | | [90](#id1dd119185ec4bc3bac90f54dbd94e19_301) | | |

At December [removed: 29, 2024,] [added: 28, 2025,] we had [removed: 77] [added: 81] principal operating facilities in 20 states and [removed: 10] [added: 11] foreign countries.

At December [removed: 29, 2024,] [added: 28, 2025,] our principal operating facilities by segment were located as follows (countries and states listed alphabetically):

- Digital Imaging - Belgium, Canada, Estonia, France, the Netherlands, Norway, Spain, Sweden, the [removed: United Kingdom] [added: UK] and the United States

◦The United States includes principal operating facilities in California, [removed: Florida,] Indiana, Maryland, Massachusetts, Montana, New Hampshire, New Jersey, Oklahoma, Oregon, [removed: and] Pennsylvania [added: and Tennessee]

- Instrumentation - Denmark, France, [removed: United Kingdom] [added: Iceland, UK] and the United States

- Aerospace and Defense Electronics - the [removed: United Kingdom] [added: UK] and the United States

◦The United States includes principal operating facilities in [removed: California] [added: California, Illinois, Ohio] and [removed: Illinois][added: Texas]

[removed: - Engineered Systems - the] [added: ◦ The] United [removed: States, including] [added: States includes] principal operating facilities in Alabama, Maryland and Tennessee

See [removed: Note [18](#id1dd119185ec4bc3bac90f54dbd94e19_289)] [added: [Note](#i6a11db73ba5643c89ed1113b43df5ec8_310) [18](#i6a11db73ba5643c89ed1113b43df5ec8_310)] for additional information.

- Engineered Systems - the United States

Subsequent to the end of fiscal year 2025, we completed one acquisition that is part of the Instrumentation segment, with principal operating facilities in the UK.

Subsequent to the end of fiscal year 2024, we have completed two acquisitions that are part of the Aerospace and Defense Electronics segment, with principal operating facilities in the United States (Texas and Ohio) as well as the United Kingdom.

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

As of February [removed: 12, 2025,] [added: 11, 2026,] there were [removed: 2,073] [added: 1,898] holders of record of [removed: the Common Stock.][added: our common stock.]

The following table sets forth the shares repurchased during each fiscal month during the fourth quarter of [removed: 2024:][added: 2025:]

| Fiscal Month [removed: 2024] [added: 2025] | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plans or programs (a) | | | | | | Maximum dollar value of shares that may yet be purchased under the plans or programs (in millions) (a) | | |

(a) [removed: On April 23, 2024,] [added: In July 2025,] the Company’s Board [removed: of Directors authorized] [added: approved] a new stock repurchase program [added: authorizing the Company] to repurchase up to [removed: $1.25] [added: $2.0] billion of the Company’s common stock.

Additional information required by this item is set forth in the [removed: 2025] [added: 2026] Proxy Statement under the caption and “Securities Authorized for Issuance Under Equity Compensation Plans” and is incorporated herein by reference.

| September 29 – November 2 | | | | | | 70,618 | | | | | | $ | 523.91 | | | | | 70,618 | | | | | | $ | 1,963.0 | |

| November 3 – November 30 | | | | | | 506,436 | | | | | | $ | 505.47 | | | | | 506,436 | | | | | | $ | 1,707.1 | |

| December 1 – December 28 | | | | | | 211,050 | | | | | | $ | 506.96 | | | | | 211,050 | | | | | | $ | 1,600.0 | |

| Total | | | | | | 788,104 | | | | | | $ | 507.52 | | | | | 788,104 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| September 30 - November 3 | | | | | | 47,923 | | | | | | $ | 445.85 | | | | | 47,923 | | | | | | $ | 896.1 | |

| November 4 - December 1 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 896.1 | |

| December 2 - December 29 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 896.1 | |

| Total | | | | | | 47,923 | | | | | | $ | 445.85 | | | | | 47,923 | | | | | | | | |

The information required by this item is included in this Report on pages [removed: [42](#id1dd119185ec4bc3bac90f54dbd94e19_184)] [added: [42](#i6a11db73ba5643c89ed1113b43df5ec8_223)] through [removed: [84](#id1dd119185ec4bc3bac90f54dbd94e19_292).][added: [87](#i6a11db73ba5643c89ed1113b43df5ec8_313).]

See the [removed: “Index] [added: “[Index] to Financial Statements and Related [removed: Information”] [added: Information](#i6a11db73ba5643c89ed1113b43df5ec8_223)”] on page [removed: [42](#id1dd119185ec4bc3bac90f54dbd94e19_184).][added: [42](#i6a11db73ba5643c89ed1113b43df5ec8_223).]

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[removed: Disclosure Controls][added: *Disclosure Controls*]

The Company’s Chief Executive Officer and Executive Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have evaluated the effectiveness, as of December [removed: 29, 2024,] [added: 28, 2025,] of the Company’s “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures as of December [removed: 29, 2024,] [added: 28, 2025,] are effective.

[removed: Internal Controls][added: *Internal Controls*]

See [removed: Management Statement] [added: “[Management Statement](#i6a11db73ba5643c89ed1113b43df5ec8_226)”] on page [removed: [43](#id1dd119185ec4bc3bac90f54dbd94e19_187)] [added: [43](#i6a11db73ba5643c89ed1113b43df5ec8_226)] for management’s annual report on internal control over financial reporting.

See [removed: Report] [added: “[Report] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#i6a11db73ba5643c89ed1113b43df5ec8_229)”] on page [removed: [44](#id1dd119185ec4bc3bac90f54dbd94e19_190)] [added: [44](#i6a11db73ba5643c89ed1113b43df5ec8_229)] for Deloitte & Touche LLP’s attestation report on the Report of Management on Teledyne Technologies Incorporated’s Internal Control over Financial Reporting.

There was no change in the Company’s “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December [removed: 29, 2024,] [added: 28, 2025,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

[removed: Sarbanes-Oxley] [added: *Sarbanes-Oxley] Disclosure [removed: Committee][added: Committee*]

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

[removed: Director] [added: *Director] and Officer Trading [removed: Arrangements][added: Arrangements*]

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December [removed: 29, 2024.][added: 28, 2025.]

*Change in Control Severance Agreement*

On February 17, 2026, Teledyne’s Personnel and Compensation Committee approved an amendment to the Change in Control Severance Agreement with George C.

Bobb III, effective as of February 17, 2026, increasing the cash payment in the event of a change in control from two times to three times the sum of Mr. Bobb’s (i) highest annual base salary within the year preceding the change in control and (ii) the Annual Incentive Plan bonus target for the year in which the change in control occurs or the average actual bonus payout for the three years immediately preceding the change in control, whichever is higher.

A copy of the amendment is attached to this report as exhibit 10.18.

As of February 17, 2026 there are eight executives with Change in Control Severance Agreements.

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

The information required by this item is set forth in the [removed: 2025] [added: 2026] Proxy Statement under the captions “Executive Management”, “Item 1 on Proxy Card - Election of Directors,” “Board Composition and Practices,” “Corporate Governance,” “Committees of Our Board of Directors - Audit Committee” and “Report of the Audit Committee” and is incorporated herein by reference.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December [removed: 29, 2024.][added: 28, 2025.]

The information required by this item is set forth in the [removed: 2025] [added: 2026] Proxy Statement under the captions “Executive and Director Compensation” and “Personnel and Compensation Committee Report” incorporated herein by reference.

The information required by this item is set forth in the [removed: 2025] [added: 2026] Proxy Statement under the caption “Stock Ownership Information” and “Securities Authorized for Issuance Under Equity Compensation Plans” and is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2025] [added: 2026] Proxy Statement under the captions “Corporate Governance” and “Certain Transactions” and is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2025] [added: 2026] Proxy Statement under the captions “Fees Billed by Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies” under “Item 2 on Proxy Card - Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

See the [removed: “Index] [added: “[Index] to Financial Statements and Related [removed: Information”] [added: Information](#i6a11db73ba5643c89ed1113b43df5ec8_223)”] on page [removed: [42](#id1dd119185ec4bc3bac90f54dbd94e19_184)] [added: [42](#i6a11db73ba5643c89ed1113b43df5ec8_223)] of this Report, which is incorporated herein by reference.

See Schedule II captioned [removed: “Valuation] [added: “[Valuation] and Qualifying [removed: Accounts”] [added: Accounts](#i6a11db73ba5643c89ed1113b43df5ec8_313)”] on page [removed: [84](#id1dd119185ec4bc3bac90f54dbd94e19_292)] [added: [87](#i6a11db73ba5643c89ed1113b43df5ec8_313)] of this Report, which is incorporated herein by reference.

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#id1dd119185ec4bc3bac90f54dbd94e19_190)] [added: Firm](#i6a11db73ba5643c89ed1113b43df5ec8_229)] (PCAOB ID No. 34) | | | [removed: [44](#id1dd119185ec4bc3bac90f54dbd94e19_190)] [added: [44](#i6a11db73ba5643c89ed1113b43df5ec8_229)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#id1dd119185ec4bc3bac90f54dbd94e19_193)] [added: Firm](#i6a11db73ba5643c89ed1113b43df5ec8_232)] (PCAOB ID No. 34) | | | [removed: [45](#id1dd119185ec4bc3bac90f54dbd94e19_193)] [added: [45](#i6a11db73ba5643c89ed1113b43df5ec8_232)] | | |

| [Consolidated Statements of [removed: Income](#id1dd119185ec4bc3bac90f54dbd94e19_196)] [added: Income](#i6a11db73ba5643c89ed1113b43df5ec8_235)] (Loss) | | | [removed: [47](#id1dd119185ec4bc3bac90f54dbd94e19_196)] [added: [47](#i6a11db73ba5643c89ed1113b43df5ec8_235)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#id1dd119185ec4bc3bac90f54dbd94e19_199)] [added: Income](#i6a11db73ba5643c89ed1113b43df5ec8_238)] (Loss) | | | [removed: [48](#id1dd119185ec4bc3bac90f54dbd94e19_199)] [added: [48](#i6a11db73ba5643c89ed1113b43df5ec8_238)] | | |

| [Consolidated Balance [removed: Sheets](#id1dd119185ec4bc3bac90f54dbd94e19_202)] [added: Sheets](#i6a11db73ba5643c89ed1113b43df5ec8_241)] | | | [removed: [49](#id1dd119185ec4bc3bac90f54dbd94e19_202)] [added: [49](#i6a11db73ba5643c89ed1113b43df5ec8_241)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#id1dd119185ec4bc3bac90f54dbd94e19_208)] [added: Equity](#i6a11db73ba5643c89ed1113b43df5ec8_244)] | | | [removed: [50](#id1dd119185ec4bc3bac90f54dbd94e19_208)] [added: [50](#i6a11db73ba5643c89ed1113b43df5ec8_244)] | | |

| [Consolidated Statements of Cash [removed: Flows](#id1dd119185ec4bc3bac90f54dbd94e19_211)] [added: Flows](#i6a11db73ba5643c89ed1113b43df5ec8_247)] | | | [removed: [51](#id1dd119185ec4bc3bac90f54dbd94e19_211)] [added: [51](#i6a11db73ba5643c89ed1113b43df5ec8_247)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id1dd119185ec4bc3bac90f54dbd94e19_214)] [added: Statements](#i6a11db73ba5643c89ed1113b43df5ec8_250)] | | | [removed: [52](#id1dd119185ec4bc3bac90f54dbd94e19_214)] [added: [52](#i6a11db73ba5643c89ed1113b43df5ec8_250)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#id1dd119185ec4bc3bac90f54dbd94e19_292)] [added: Accounts](#i6a11db73ba5643c89ed1113b43df5ec8_313)] | | | [removed: [84](#id1dd119185ec4bc3bac90f54dbd94e19_292)] [added: [87](#i6a11db73ba5643c89ed1113b43df5ec8_313)] | | |

The financial statements were prepared in accordance with [removed: accounting principles generally accepted in the United States of America] [added: U.S. GAAP] and include amounts that are based on the best estimates and judgments of management.

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December [removed: 29, 2024.][added: 28, 2025.]

In making this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria) in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*.][added: Framework.]

Based on this evaluation we believe that, as of December [removed: 29, 2024,] [added: 28, 2025,] the Company’s internal controls over financial reporting were effective.

Their report appears on page [removed: [44](#id1dd119185ec4bc3bac90f54dbd94e19_190)] [added: [44](#i6a11db73ba5643c89ed1113b43df5ec8_229)] of this Annual Report.

Date: February 20, [removed: 2025][added: 2026]

| [added: President and] Chief Executive Officer | | |

We have audited the internal control over financial reporting of Teledyne Technologies Incorporated and subsidiaries (the “Company”) as of December [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December [removed: 29, 2024,] [added: 28, 2025,] of the Company and our report dated February 20, [removed: 2025,] [added: 2026,] expressed an unqualified opinion on those financial statements.

[removed: February 20, 2025][added: | | | | 2025 | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Teledyne Technologies Incorporated and subsidiaries (the “Company”) as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December [removed: 29, 2024,] [added: 28, 2025,] and the related notes and the schedule listed in the Index at Item [removed: [15](#id1dd119185ec4bc3bac90f54dbd94e19_178)] [added: [15](#i6a11db73ba5643c89ed1113b43df5ec8_217)] (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 29, 2024,] [added: 28, 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, [removed: 2025,] [added: 2026,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Our audit procedures related to (1) revenue projections and (2) the selection of the discount rate used to estimate the fair value of the [removed: goodwill acquired] [added: FLIR indefinite-lived trademarks] included the following, among others:

- We tested the effectiveness of management’s controls over [added: FLIR indefinite-lived intangible assets, including those over] the revenue projections and discount rate used to estimate the fair value of the FLIR [removed: reporting unit.][added: indefinite-lived trademark.]

- We evaluated the reasonableness of the revenue projections by comparing them to (1) FLIR [removed: and third-party] historical financial data, (2) current economic factors and analyst reports of the Company and companies in its peer group, (3) industry reports, (4) assumptions used by the Company in its budgeting process, [removed: and] (5) [added: newly executed contracts and (6)] order backlog.

Indefinite-Lived Trademarks [removed: –] [added: -] Refer to Notes [removed: [2](#id1dd119185ec4bc3bac90f54dbd94e19_220), [4](#id1dd119185ec4bc3bac90f54dbd94e19_235),] [added: [2](#i6a11db73ba5643c89ed1113b43df5ec8_256)] and [removed: [6](#id1dd119185ec4bc3bac90f54dbd94e19_244)] [added: [6](#i6a11db73ba5643c89ed1113b43df5ec8_274)] to the financial statements

The FLIR indefinite-lived trademark balance was $635.8 million as of December [removed: 29, 2024,] [added: 28, 2025,] which is a component of the Company’s acquired intangible assets, net, balance of [removed: $2,012.9] [added: $2,100.1] million as of December [removed: 29, 2024.][added: 28, 2025.]

| | | | [removed: | | |] For the Fiscal Year | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | |] [added: 2025] | | | | | | [added: 2024] | | | | | | [added: 2023] | | |

| Net sales | | | [removed: | | |] $ | [removed: 5,670.0] [added: 6,115.4] | | | | | $ | [removed: 5,635.5] [added: 5,670.0] | | | | | $ | [removed: 5,458.6 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 5,635.5] | |

| Costs and expenses | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cost of sales | | | [removed: | | | 3,235.2 | | | | | | 3,196.1 | | | | | | 3,128.3 | | | | | | | | | | | |] [added: 3,500.6] | | | | | | [added: 3,235.2] | | | | | | [added: 3,196.1] | | |

| Selling, general and administrative | | | [removed: | | | 902.6 | | | | | | 852.0 | | | | | | 804.0 | | | | | | | | | | | |] [added: 931.1] | | | | | | [added: 902.6] | | | | | | [added: 852.0] | | |

| [Management Statement](#i6a11db73ba5643c89ed1113b43df5ec8_226) | | | [43](#i6a11db73ba5643c89ed1113b43df5ec8_226) | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

Our evaluation of internal control over financial reporting excluded the internal control activities of the Optical Systems (“OS”) business and Advanced Electronics Systems (“AES”) business (collectively, “OS and AES businesses”, or “Qioptiq”) which we acquired in February 2025.

We have included the financial results of this acquisition in our consolidated financial statements from the date of acquisition.

Total assets (excluding goodwill and intangible assets) and total net sales subject to Qioptiq’s internal control over financial reporting represented approximately 1% and 3% of our consolidated total assets and total net sales as of and for the fiscal year ended December 28, 2025, respectively.

We did not assess the effectiveness of internal control over financial reporting at this newly acquired entity due to the insufficient time between the date acquired and year end and the complexity associated with assessing internal controls during integration efforts making the process impractical.

| /s/ GEORGE C. BOBB III | | |

| George C. Bobb III | | |

Date: February 20, 2026

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

As described in the Report of Management on Teledyne Technologies Incorporated’s Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Optical Systems and Advanced Electronics Systems (“Qioptiq”) businesses, which were acquired on February 3, 2025, and whose financial statements (excluding goodwill and intangible assets) constitute approximately 1% of total assets and 3% of net sales of the consolidated financial statement amounts as of and for the year ended December 28, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Qioptiq.

February 20, 2026

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

- We evaluated management’s ability to accurately forecast future revenue by comparing actual results to prior year forecasts in the respective years.

February 20, 2026

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| Gain (loss) on debt extinguishment | | | 15.0 | | | | | | — | | | | | | 1.6 | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| Acquisition of redeemable noncontrolling interest | | | — | | | | | | — | | | | | | (20.7) | | | | | | — | | | | | | — | | | | | | (20.7) | | |

| Treasury stock repurchased, including excise tax | | | — | | | | | | — | | | | | | — | | | | | | (402.9) | | | | | | — | | | | | | (402.9) | | |

| Stock-based compensation and other | | | — | | | | | | 30.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 30.0 | | |

| Balance, December 28, 2025 | | | $ | 0.5 | | | | | $ | 4,383.2 | | | | | $ | 7,140.8 | | | | | $ | (585.2) | | | | | $ | (425.4) | | | | | $ | 10,513.9 | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| Gain (loss) on debt extinguishment | | | (15.0) | | | | | | — | | | | | | (1.6) | | |

| Proceeds from (payments on) fixed rate senior notes | | | (162.0) | | | | | | (450.0) | | | | | | (308.4) | | |

| Proceeds from (payments on) other debt | | | (1.8) | | | | | | (150.6) | | | | | | (245.5) | | |

| Acquisition of redeemable noncontrolling interest | | | (27.2) | | | | | | — | | | | | | — | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

December 28, 2025

Certain prior year amounts have been reclassified to conform to the current period presentation, including the presentation of the proceeds from (payments on) fixed rate senior notes and proceeds from (payments on) other debt on separate cash flow statement lines.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

The majority of Qioptiq’s revenue is recognized over time.

In 2025, approximately 60% of revenue was recognized at a point in time, with the remaining 40% recognized over time.

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

The 2025 amount related to favorable changes in estimates that impacted revenue, and, to a lesser degree, cost of sales within the Digital Imaging and Aerospace and Defense Electronics operating segments.

| | | | | | |

| [Management Statement](#id1dd119185ec4bc3bac90f54dbd94e19_187) | | | [43](#id1dd119185ec4bc3bac90f54dbd94e19_187) | | |

| /s/ EDWIN ROKS | | |

| Edwin Roks | | |

Goodwill – FLIR Reporting Unit - Refer to Notes 2, 4, and 6 to the financial statements

*Critical Audit Matter Description*

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to the respective carrying value.

For goodwill impairment testing using the quantitative approach, the Company used a combination of the discounted cash flow approach and the market approach to estimate fair value of the FLIR reporting unit.

The Company’s goodwill balance was $7,990.5 million as of December 29, 2024, of which $5,827.1 million was allocated to the FLIR reporting unit.

The application of the discounted cash flow model requires management to make significant estimates and assumptions related to projected revenues and the selected discount rate.

Given the significant estimates and assumptions made by management to estimate the fair value of the FLIR reporting unit and the difference between the FLIR reporting unit’s fair value and carrying value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions, specifically related to the projected revenues and selected discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

*How the Critical Audit Matter Was Addressed in the Audit*

- We performed a sensitivity analysis by varying projected revenue assumptions.

- With the assistance of our fair value specialists, we performed an analysis comparing applicable industry forecasted long-term revenue growth rate to management’s projected revenues used within the valuation model.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by developing a range of independent estimates and comparing those to the discount rate selected by management.

Our audit procedures related to (1) revenue projections and (2) the selection of the discount rate used to estimate the fair value of the indefinite-lived trademarks included the following, among others:

- We tested the effectiveness of management’s controls over the revenue projections and discount rate used to estimate the fair value of the FLIR indefinite-lived trademark.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, January 2, 2022 | | | | | | $ | 0.5 | | | | | $ | 4,317.1 | | | | | $ | 3,773.2 | | | | | $ | (38.8) | | | | | $ | (430.0) | | | | | $ | 7,622.0 | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Bridge financing and debt extinguishment (income) expense | | | | | | — | | | | | | (1.6) | | | | | | (10.6) | | |

| Payments on other debt | | | | | | (600.6) | | | | | | (553.9) | | | | | | (174.8) | | |

Certain prior year amounts have been reclassified to conform to the current period presentation.

The Company now discloses research and development expense on a separate income statement line.

Research and development expense was previously included within selling, general and administrative expenses.

In addition, the Company historically included bid and proposal expense as part of its prior year annual research and development expense disclosures.

The Company has not reclassified bid and proposal expense, which remains within selling, general and administrative expenses.

The Company also now discloses impairment of acquired intangible assets on a separate income statement line item.

Impairment of acquired intangible assets was previously included within selling, general and administrative expense.

The estimation of

Research and development expense is expensed as incurred.

The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value or its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Changes in the redeemable noncontrolling interest balance during the period were not material.

[Table of [removed: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)][added: Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)]

| 3.2 | | | | | | [Certificate of Amendment to [removed: Teledyne](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[s] [added: Teledyne’s] Restated Certificate of Incorporation [removed: (incorpo](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[rated] [added: (incorporated] by reference to the [removed: Com](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[pany](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[s](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm) [Current] [added: Company’s Current] Report on [removed: F](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[orm] [added: Form] 8-K dated April 24, 2024 (File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm) | | |

| [removed: 3.3] [added: 3.4] | | | | | | [Fifth Amended and Restated Bylaws of Teledyne (incorporated by reference to the Company’s Current Report on Form 8-K dated April 24, 2024 (File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledyne-5tha_rbylawsclean.htm) | | |

| 4.1 | | | | | | [Description of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex41_descriptionofther.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex41_descriptionofther.htm)[s Securities](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex41_descriptionofther.htm)[*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex41_descriptionofther.htm)] [added: Registrant’s Securities*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex41descriptionofthere.htm)] | | |

| 4.4 | | | | | | [Form of [removed: 0.950%] [added: 1.600%] Notes due [removed: 2024] [added: 2026] (form included as Exhibit [removed: B] [added: C] to the First Supplemental Indenture files as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 4.5 | | | | | | [Form of [removed: 1.600%] [added: 2.250%] Notes due [removed: 2026] [added: 2028] (form included as Exhibit [removed: C] [added: D] to the First Supplemental Indenture [removed: files] [added: filed] as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 4.6 | | | | | | [Form of [removed: 2.250%] [added: 2.750%] Notes due [removed: 2028] [added: 2031] (form included as Exhibit [removed: D] [added: E] to the First Supplemental Indenture filed as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 10.1 | | | | | | [Employee Benefits Agreement between Allegheny Teledyne Incorporated and Teledyne Technologies Incorporated (incorporated by reference to Exhibit 10.3 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html)[’](https://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html)[s] [added: Company’s] Current Report on Form 8-K/A (Amendment No. 1) dated as of November 29, 1999 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html) | | |

| 10.2 | | | | | | [Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 10, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/1094285/000119312517078822/d327068ddef14a.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000119312517078822/d327068ddef14a.htm)] [added: 2017)†](https://www.sec.gov/Archives/edgar/data/1094285/000119312517078822/d327068ddef14a.htm)] | | |

| 10.10 | | | | | | [Form of Performance-Based Restricted Stock Unit Agreement [removed: for](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm) [awards mad](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm)[e] [added: for awards made] after January 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm) [(incorporated] [added: 2024 (incorporated] by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 23, 2024 File No. 1-15295) †](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm) | | |

| 10.11 | | | | | | [Performance Plan - Summary Plan Description for 2024-2026 performance period (incorporated by reference to Exhibit 10.2 to the Company Report on Form 8-K dated [removed: January](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/ppsummaryplanform.htm) [](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/ppsummaryplanform.htm)[23,] [added: January 23,] 2024 File No. 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/ppsummaryplanform.htm) | | |

| 10.12 | | | | | | [Performance Plan - Summary Plan Description for awards made after January 1, [removed: 2025*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex1012_performanceplan.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex1012_performanceplan.htm) [(incorporated by reference to Exhibit 10.12 to the Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex1012_performanceplan.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex1012_performanceplan.htm)[s Annual Report on Form 10-K for the fiscal year ended December 29, 2024) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex1012_performanceplan.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex1012_performanceplan.htm)] | | |

| 10.13 | | | | | | [removed: [Eighth Amended] [added: [N](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[inth](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm) [Amended] and Restated Employment Agreement, dated as [removed: of October 24, 2023,] [added: of](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm) [December](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm) [](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[16](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[5](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[,] by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit [removed: 10.2 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[1](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm) [to] the Company’s Current Report on Form 8-K [removed: dated October 24, 2023 File] [added: dated](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm) [December](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm) [](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[16](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)[5](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm) [File] No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000125/a2023eighthmehrabianemploy.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000125/a2023eighthmehrabianemploy.htm)] [added: 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000145/a2025ninthmehrabianemploym.htm)] | | |

| [removed: 10.14] [added: 10.20] | | | | | | [removed: [Transition] [added: [Amended and Restated Change in Control Severance Agreement, dated as] of [removed: Employment] [added: January 31, 2011, by] and [removed: Agreement Termination Employment Agreement] between Teledyne [removed: Netherlands BV] [added: Technologies Incorporated] and [removed: Edwin Roks, dated December 29, 2023] [added: Stephen F. Blackwood] (incorporated by reference to Exhibit [removed: 10.20] [added: 10.26] to the Company’s Annual Report on Form 10-K for the fiscal year [removed: ended] [added: end] December 31, 2023 (File No. [removed: 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000044/a1018transitionagreementer.htm)] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000044/a1024changeinctrlsblackwood.htm)] | | |

| 10.17 | | | | | | [Change in Control Severance Agreement, dated as of September 1, 2012, by and among Teledyne Technologies Incorporated and George C. Bobb III (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit104cicagtgeorgebobb.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit104cicagtgeorgebobb.htm)] [added: 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit104cicagtgeorgebobb.htm)] | | |

| [removed: 10.18] [added: 10.19] | | | | | | [Amended and Restated Change in Control Severance Agreement, dated as of [removed: January31,] [added: January](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm) [](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm)[31,] 2011, by and between Teledyne Technologies Incorporated [removed: and Edwin Roks (incorporated] [added: and](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm) [Melanie Cibik](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm) [(incorporated] by reference to Exhibit [removed: 10.40 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm)[13](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm) [to] the Company’s Annual Report on Form 10-K for the fiscal year [removed: end December 30, 2018 (File] [added: end](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm) [December](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm) [29](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm)[, 201](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm)[3](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm) [(File] No. [removed: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428519000064/exhibit1040changeinctrlsev.htm)] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1013amendedandrestat.htm)] | | |

| [removed: 10.20] [added: 10.21] | | | | | | [Teledyne Technologies Incorporated Pension Equalization/Benefit Restoration Plan, as originally effective as of November 29, 1999, as amended and restated effective December 31, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, 2008 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm) | | |

| [removed: 10.21] [added: 10.22] | | | | | | [Teledyne Technologies Pension Equalization/Benefit Restoration Plan - Resolutions of the Plan Administration Committee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, 2014 (File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312515003926/d846150dex102.htm) | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Second Amended and Restated Credit Agreement, dated as of June 10, 2024, by and among Teledyne Technologies Incorporated, as borrower and guarantor, the designated borrowers party thereto, the guarantor party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. (incorporated by reference to the Company’s Current Report on Form 8-K dated June 10, 2024 (File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312524159953/d834288dex101.htm) | | |

| [removed: 10.23] [added: 10.24] | | | | | | [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex104.htm) | | |

| [removed: 10.24] [added: 10.25] | | | | | | [Amended and Restated Term Loan Credit Agreement, dated October 30, 2019, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the several banks and other financial institutions form time to time parties thereto as lenders, Bank of America, N.A., as administrative agent, and B of A Securities, Inc., as sole book manager and sole lead arranger (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 30, 2019).](https://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm) | | |

| [removed: 10.25] [added: 10.26] | | | | | | [First Amendment to Amended and Restated Term Loan Credit Agreement dated as of January 19, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantors party thereto, the several banks and other financial institutions from time to time parties thereto as lenders and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 19, 2021 File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521013326/d104607dex101.htm) | | |

| [removed: 10.26] [added: 10.27] | | | | | | [Second Amendment to Amended and Restated Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 2, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex103.htm) | | |

| [removed: 10.27] [added: 10.28] | | | | | | [Third Amendment to Amended and Restated Term Loan Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantor party thereto and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated October 3, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000170/exhibit104thirdamendmentto.htm) | | |

| [removed: 10.28] [added: 10.29] | | | | | | [Fourth Amendment to Amended and Restated Term Loan Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantor party thereto and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit102fourthamendmentt.htm) | | |

| [removed: 10.29] [added: 10.30] | | | | | | [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex105.htm) | | |

| [removed: 10.30] [added: 10.31] | | | | | | [Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 2, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex101.htm) | | |

| [removed: 10.31] [added: 10.32] | | | | | | [First Amendment to the Term Loan Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit103firstamendmentto.htm) | | |

| [removed: 10.32] [added: 10.33] | | | | | | [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex103.htm) | | |

| [removed: 10.33] [added: 10.34] | | | | | | [Second Supplemental Indenture, dated as of May 14, 2021, between Teledyne Technologies Incorporated, Teledyne FLIR, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex101.htm) | | |

| [removed: 10.34] [added: 10.35] | | | | | | [Second Supplemental Indenture, dated as of May 14, 2021 between Teledyne FLIR, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm) | | |

| [removed: 10.35] [added: 10.36] | | | | | | [Form of Indemnification Agreement executed by each of the Company’s directors and named executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 22, 2009 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000095013409008242/v52277exv10w1.htm) | | |

| 19.1 | | | | | | [removed: [T](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm)[eledyne] [added: [Teledyne] Policy on Insider Trading; [removed: Purchases](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm) [and] [added: Purchases and] Sales of Company [removed: Securities*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm) [](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm)[(incorporated by reference to Exhibit 19.1 to the Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm)[s Annual Report of Form 10-K dated December 29, 2024) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm)] | | |

| 21 | | | | | | [Subsidiaries of Teledyne Technologies [removed: Incorporated*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex21subsidiariesoftele.htm)] [added: Incorporated*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex21subsidiariesoftele.htm)] | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex231consentofdeloitte.htm)[*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex231consentofdeloitte.htm)] [added: Firm*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex231consentofdeloitte.htm)] | | |

| 24.1 | | | | | | [Power of Attorney - [removed: Directors*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex241powerofattorney20.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex241powerofattorney20.htm)] | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex311_20241229xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex311_20251228xq4.htm)] | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex312_20241229xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex312_20251228xq4.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex321_20241229xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex321_20251228xq4.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex322_20241229xq4.htm)] [added: 2002*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex322_20251228xq4.htm)] | | |

| 3.3 | | | | | | [Certificate of Amendment to Teledyne](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000071/certificateofamendment-for.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000071/certificateofamendment-for.htm)[s Restated Certificate of Incorporation (incorporated by reference to the Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000071/certificateofamendment-for.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000071/certificateofamendment-for.htm)[s Current Report on Form 8-K dated April 22, 2025 (File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000071/certificateofamendment-for.htm) | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| 10.14 | | | | | | [Retirement, Severance and General Release Agreement, dated as of April 30, 2025, by Edwin Roks and Teledyne Technologies Incorporated (incorporated by reference to the Amendment No. 1 to the Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000111/roksretirementagreementand.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000111/roksretirementagreementand.htm)[s Current Report on Form 8-K dated April 28, 2025 (file No. 1-15205))](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000111/roksretirementagreementand.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000111/roksretirementagreementand.htm) | | |

| 10.18 | | | | | | [Amendment to](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm) [Change in Control Severa](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm)[nce Agreement](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm)[,](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm) [dated as of Febr](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm)[uary 17, 2026 by and amon](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm)[g Teledyne Technolo](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm)[gies Incorporated and George C. Bobb III*](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428526000017/tdy-ex1018cicbobbamendment.htm) | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| By: | | | | | | /s/ George C. Bobb III | | |

| | | | | | | George C. Bobb III | | |

[Table of Contents](#i6a11db73ba5643c89ed1113b43df5ec8_7)

| /s/ George C. Bobb III | | | | | | | | | | | | President and Chief Executive Officer and Director | | | | | | February 20, 2026 | | |

| George C. Bobb III | | | | | | | | | | | | (Principal Executive Officer) | | | | | | | | |

| Laura A. Black | | | | | | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | Director | | | | | | February 20, 2026 | | |

| * | | | | | | | | | | | | Director | | | | | | February 20, 2026 | | |

| * | | | | | | | | | | | | Director | | | | | | February 20, 2026 | | |

| * | | | | | | | | | | | | Director | | | | | | February 20, 2026 | | |

| * | | | | | | | | | | | | Director | | | | | | February 20, 2026 | | |

| * | | | | | | | | | | | | Director | | | | | | February 20, 2026 | | |

| * | | | | | | | | | | | | Director | | | | | | February 20, 2026 | | |

| * | | | | | | | | | | | | Director | | | | | | February 20, 2026 | | |

| | | | | | | | | |

| 4.7 | | | | | | [Form of 2.750% Notes due 2031 (form included as Exhibit E to the First Supplemental Indenture filed as Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521089077/d159327dex42.htm) | | |

| 10.19 | | | | | | [Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Stephen F. Blackwood (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year end December 31, 2023 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000044/a1024changeinctrlsblackwood.htm) | | |

| By: | | | | | | /s/ Edwin Roks | | |

| | | | | | | Edwin Roks | | |

| | | | | | | | | | | | | | | | | | | | | |

| /s/ Edwin Roks | | | | | | | | | | | | Chief Executive Officer | | | | | | | | |

| Edwin Roks | | | | | | | | | | | | (Principal Executive Officer) | | | | | | February 20, 2025 | | |

| Charles Crocker | | | | | | | | | | | | | | | | | | | | |

| Denise R. Singleton | | | | | | | | | | | | | | | | | | | | |