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美国

证券交易委员会

华盛顿特区 20549

10-K 表格

(打一项)


	☒	根据 1934 年证券交易法第 13 或 15(d) 条款提交的年度报告

1934 年证券交易法

截至 2026 年 8 月 31 日的财政年度

或


	☐	根据 1934 年证券交易法第 13 或 15(d) 条款提交的过渡报告

1934 年证券交易法

过渡期从到

委员会文件编号 1-11288

ENERPAC 工具集团公司

(注册人根据其章程指定的确切名称)


威斯康星州		39-0168610
(注册或组织的司法管辖区)		(I.R.S. 雇主识别号)

648 N. PLANKINTON AVE., 4TH FLOOR

MILWAUKEE, WISCONSIN 53203

邮寄地址：P. O. Box 3241, Milwaukee, Wisconsin 53201

(主要行政办公地址)

(262) 293-1500

(注册人的电话号码，包括区号)

根据法案第 12(b) 条注册的证券：

每个类别的名称

交易代码

注册的交易所名称

A 类普通股，每股面值 0.20 美元

EPAC

NYSE

根据法案第 12(g) 条注册的证券：无

在证券法第 405 条规则定义的范围内，通过勾选标记注册人是否为知名成熟发行人。

是 ☒ 否 ☐

通过勾选标记注册人是否不需要根据法案第 13 或第 15(d) 条款提交报告。

是 ☐ 否 ☒

通过勾选标记注册人是否 (1) 已在过去 12 个月内提交了证券交易法第 13 或 15(d) 条款要求提交的所有报告，以及 (2) 在过去 90 天内一直遵守此类报告要求。是 ☒ 否 ☐

通过勾选方框表明，注册人是否已按照规则405（§232.405）的要求，在过去12个月内（或注册人需要提交和发布这些文件的较短期间）提交了所有要求的交互式数据文件。是 ☒ 否 ☐

通过勾选方框表明，注册人是大型加速申报者、加速申报者、非加速申报者、较小的报告公司，还是新兴成长公司。请参见《交易法》第12b-2条中“大型加速申报者”、“加速申报者”、“较小的报告公司”和“新兴成长公司”的定义。

大型加速申报者

☒

加速申报者

☐

非加速申报者

☐

较小的报告公司

☐

新兴成长公司

☐

如果是新兴成长公司，请通过勾选方框表明注册人是否选择不使用根据《交易法》第13(a)条提供的任何新修订的财务会计标准的延长过渡期。

是 ☐ 否 ☐

通过勾选方框表明，注册人是否已由为其出具或签发审计报告的注册公众会计师事务所，根据《萨班斯-奥克斯利法案》第404(b)条（15 U.S.C. 7262(b)）提交了管理层对财务报告内部控制有效性的评估报告和鉴证报告。☒

如果证券根据《法案》第12(b)条注册，请通过勾选方框表明，注册人提交的财务报表是否反映了对先前发布财务报表的更正。 ☐

通过勾选方框表明，这些更正是否属于需要根据§240.10D-1(b)对注册人高管在相关追回期内收到的基于激励的补偿进行追回分析的重述。 ☐

通过勾选方框表明，注册人是否为壳公司（根据《交易法》第12b-2条的定义）：

是 ☐ 否 ☒

截至2026年2月28日，注册人第二个财季的最后一个营业日，注册人普通股A类股票（基于2026年2月28日纽约证券交易所的收盘价）中非关联方持有的总市值约为20.8亿美元。

截至2026年10月26日，注册人普通股A类股票的流通股数为51,305,685股。

参考文件

本年度股东会议的最终代理声明的部分内容已引用至本部分第三部分。



	第一部分

项目 1。	业务	1
项目 1A。	风险因素	6
项目 1B。	未解决的工作人员意见	15
项目 1C。	网络安全	16
项目 2。	财产	17
项目 3。	法律诉讼	17
项目 4。	煤矿安全披露	17

	第二部分

项目 5。	发行人普通股的市场、相关股东事项和发行人购买股权证券	18
项目 6。	[保留]	20
项目 7。	管理层讨论与分析财务状况和经营成果	20
项目 7A。	关于市场风险的定量和定性披露	27
项目 8。	财务报表和补充数据	28
项目 9。	与会计师在会计和财务披露方面的变化和分歧	64
项目 9A。	内部控制和程序	64
项目 9B。	其他信息	64
项目 9C。	关于阻止检查的外国司法管辖区的披露	64

	第三部分

项目 10。	董事；高级管理人员和公司治理	65
项目 11。	高级管理人员薪酬	65
项目 12。	特定受益所有人和管理层的证券所有权及相关股东事项	65
项目 13。	有关关联关系和相关交易以及董事独立性	65
项目 14。	主要会计师费用和服务	65

	第四部分

项目 15。	附录和财务报表附表	66
项目 16。	10-K 表格摘要	70

本文中使用的术语“我们”、“我们”、“我们的”、“Enerpac”和“公司”指的是 Enerpac Tool Group Corp. 及其子公司。

对财政年度的引用，例如“财政 2026”，是指截至指定年份 8 月 31 日的财政年度。

Enerpac 通过我们的投资者网站 ir.enerpactoolgroup.com 免费提供我们的年度报告 10-K 表格、季度报告 10-Q 表格、当前报告 8-K 表格以及所有修订版，一旦合理可行，就在这些报告向证券交易委员会（“SEC”）电子提交后提供。

前瞻性声明和警示因素

这份10-K年度报告中包含某些符合1995年《私人证券诉讼改革法案》中定义的前瞻性声明的内容，这些声明涉及风险和不确定性。术语“可能”、“应该”、“可以”、“将”、“预期”、“相信”、“估计”、“期望”、“目标”、“计划”、“预计”以及类似表达旨在识别前瞻性声明。此类前瞻性声明受固有风险和不确定性的约束，可能导致实际结果或事件与这些前瞻性声明所设想的内容有重大差异。除与这些声明具体相关的假设和其他因素外，可能导致实际结果或事件与这些前瞻性声明所设想的内容有重大差异的风险和不确定性包括但不限于本年度报告10-K中“第1A项：风险因素”所描述的内容以及其他事项，包括我们向美国证券交易委员会（SEC）提交的文件中不时包含的政治、经济、商业、竞争和监管性质的事项。除适用法律要求外，我们不承担更新或修订任何前瞻性声明的义务。

第一部分

项目 1. 业务

概况

Enerpac Tool Group Corp. 是一家领先的工业工具、服务、技术和解决方案提供商，为全球100多个国家的广泛而多样的客户和终端市场提供关键任务应用的产品和服务。Enerpac Tool Group 的业务是全球高压力液压工具、受控力产品和解决方案的领导者，这些产品和解决方案可帮助客户安全可靠地应对世界各地最具有挑战性的任务。该公司成立于1910年，总部位于威斯康星州密尔沃基。公司有一个报告业务部门，即工业工具与服务（“IT&S”）部门。IT&S 部门主要从事品牌液压和机械工具的设计、制造和分销，并向一般工业；炼油和石化；工业维护、维修和运营（“MRO”）；机械加工与制造；电力生产；基础设施；采矿；以及其他市场提供服务和工具租赁。与本报告所涵盖的财务期间相关的公司报告业务部门的财务信息包含在第16号注释，“业务部门、地理和客户信息 ” 中的合并财务报表附注中。公司还有一个其他运营部门，该部门不符合被认定为报告业务部门的标准。2026年10月28日，我们完成了对Specialized Fabrication Equipment Group LLC（“SFE Group”）的收购。我们在下文单独描述了SFE Group，而本项目1中其余的业务讨论，包括IT&S部门，均指2026财年末及SFE Group收购完成前的业务情况。

我们的业务在多个市场和地域提供一系列产品和服务，这带来了显著的多元化。IT&S业务部门和公司通过建立在知名品牌、广泛的全球分销和终端市场、对核心工具和服务业务的明确关注以及审慎资本配置之上的可持续业务战略，能够有效推动股东价值。

我们的商业模式

我们的长期目标是通过核心业务的市场增长、扩大利润率、产生强劲现金流以及在资本配置上保持审慎，为股东创造可持续的回报。我们计划通过执行我们的有机增长战略来实现增长，该战略专注于受益于长期宏观趋势的关键垂直市场，推动以客户为导向的创新，扩展我们的数字生态系统以获取和留住客户，并扩大亚太等新兴市场。除了有机增长，我们还通过运营效率技术（包括精益管理、持续改进和80/20法则）扩大利润率，以提高生产率和降低成本，同时通过整合和共享服务的实施优化销售、一般及行政费用。我们还将这些技术及定价措施用于抵消商品价格上涨和通胀性定价。最后，现金流的产生对于实现我们的财务和长期战略目标至关重要。我们认为，推动盈利增长和利润率扩大将带来现金流，我们希望通过最小化主要营运资本来补充这一目标。我们计划以审慎的方式将战略执行所产生的现金流用于业务投资、保持强劲的资产负债表、执行审慎的并购计划，并在有利时机向股东返还资本。我们预计，将资金重新投资于业务所产生的复利效应将推动进一步的增长和盈利回报。

业务分部介绍

工业工具与服务报告分部

IT&S是全球知名的液压和机械工具及服务供应商，服务于广泛的终端市场，包括通用工业；炼油和石化；工业维修、维修与运营（MRO）；机加工与制造；电力生产；基础设施；矿业；以及其他市场。

我们的主要产品包括品牌工具、气缸、泵、液压扭矩扳手、高度工程化的重型起重技术解决方案和其他工具。我们的产品示例包括高力液压和机械工具（气缸、泵、阀门、螺栓拉伸器、专用工具和其他杂项产品），旨在让用户施加可控的力和运动，以提高生产力、降低人工成本，并使工作更安全、更易执行。这些工具在约 5,000 至 12,000 磅/平方英寸的极高压力下运行。由于我们的产品被应用于广泛的终端市场，它们经常部署在恶劣的运行条件下，例如机械加工、基础设施维护和维修、炼油以及石化生产，在这些领域，安全是一个关键的区别因素。因此，我们坚持世界级的安全标准，以保护我们的员工以及使用我们产品和服务的相关人员。

在服务方面，我们受过高度培训的技术人员提供维护和人力服务，以满足客户的具体需求，包括紧固、机械加工和接缝完整性。我们还提供某些产品的租赁服务。

我们的品牌工具和服务主要通过 ENERPAC®、HYDRATIGHT®、LARZEP®、SIMPLEX® 和 DTA the Smart Move® 品牌名称进行营销。

该业务主要通过我们世界级的全球分销商网络，以及向 OEM 和精选终端用户的直销来交付产品和服务。

其他经营分部

Cortland Biomedical 是一家全方位服务的生物医学纺织品产品开发公司，代表其他经营分部。Cortland Biomedical 不符合作为报告分部的定量或定性门槛，且由于该业务与 IT&S 分部关系不密切，因此结果未合并，未包含在 IT&S 报告分部的结果中。与其他经营分部相关的某些信息在合并财务报表附注中的附注 16，“业务分部、地理和客户信息” 中予以披露，以符合美国公认会计原则（“US GAAP”）的要求，将某些要求的披露与合并财务报表进行调节。

收购 SFE Group

2026年10月28日，我们通过合并交易收购了SFE Group，公司为此支付的SFE Group股权对价总额约为4.52亿美元现金，外加向SFE Group关键人员授予约2000万美元的限制性股票单位，以替代SFE Group在合并交易完成后欠付给这些人员的交易奖金现金支付。收购对价的现金部分需根据SFE Group及其子公司在交易交割日存在的现金水平、净营运资金、交易相关费用（包括交易奖金）、债务及其他类似项目进行常规调整。

SFE Group是一家专注于专业制造、焊接、机加工和维护工具的全球工业设备公司。该公司于2019年由三个成熟品牌合并成立，并通过后续收购纳入了以下品牌：Climax、B&B Sumner、Axxair、Sumner Material Lifts、TAG、Mathey Dearman、Magnatech、Bortech、Fit-Up Pro、H&S Tool、PPM和Calder。SFE Group服务于航空航天与国防、食品饮料、生物制药、石油天然气、制造、公用事业、发电、半导体、海事、采矿、运输、数据中心和医院等行业。SFE Group在美国、法国和英国运营着五个制造和加工设施，截至2026年8月31日，员工总数约为340人。

国际业务

我们的产品和服务通常在全球范围内提供，美国以外的主要市场是欧洲、中东和亚洲。在2026财年，我们39%的净销售额来自美国，26%来自欧洲，13%来自中东，10%来自亚洲，12%来自其他地理区域。我们在全球范围内的运营使我们能够利用全球劳动力的技能，为我们的运营提供灵活性，推动规模经济，提供可能有助于抵消特定国家经济趋势的收入流，并促进进入新市场。虽然国际运营面临某些风险，但我们继续认为，全球存在对于维持与许多全球客户和供应商的良好关系至关重要。与

公司持续运营的地理足迹相关的财务信息包含在合并财务报表附注的附注16， “业务分部、地理和客户信息 ”中。

产品开发与工程

我们开展研发（“R&D”）活动，以开发新产品并提升现有产品的功能、有效性、易用性和可靠性。我们相信，我们的工程和研发工作一直是，并且继续是我们市场成功的关键驱动力。我们先进的设计和工程能力有助于开发创新且高度工程化的产品，保持我们的技术领先地位，并增强我们为客户提供独特和定制化解决方案及产品的能力。我们预计，为了提供新的创新工具和服务以扩大市场份额，我们将继续在研发方面投入大量资金。研发费用按发生时计入费用，2026 财年为 1500 万美元，2025 财年为 1400 万美元，2024 财年为 1200 万美元。

本公司持有大量专利和商标。虽然我们认为没有单个专利的重要性足以使其终止会对我们的业务产生重大不利影响，但包括 ENERPAC®、HYDRATIGHT®、LARZEP®、SIMPLEX® 和 DTA the Smart Move 在内的某些商标的终止可能会对我们的业务产生重大不利影响。

竞争

我们的产品市场具有高度竞争性。我们向众多全球终端市场提供多样化且广泛范围的工业产品和服务，其中许多市场高度分散。尽管我们在几个服务市场中面临较大的竞争对手，但我们的竞争者中包括一些较小的公司，这些公司可能缺乏服务全球客户的规模或财务资源。我们主要基于客户服务、产品质量和可用性以及工程和研发专业知识来争取业务。此外，我们相信我们的成本结构、战略全球采购能力和全球分销支持了我们的竞争地位。

制造与运营

虽然我们确实拥有包括机加工和制造在内的制造能力，但我们的制造主要是由我们从全球供应商网络采购的组件进行的轻组装。我们在大多数工厂实施了单件流流程，以降低库存水平、降低返工成本并缩短向客户的交货周期。组件由位于包括亚洲各国在内的最佳成本地区的各种供应商按照我们高度工程化的规格进行制造。我们与关键供应商建立了牢固的关系，虽然我们对某些组件进行单一来源采购，但在许多情况下有多个合格的替代来源。

原材料成本、通胀与关税

我们从全球供应商网络采购材料和组件。这些项目通常可以从多个供应商处获得。我们采购的组件所用的原材料，如钢铁、铝、塑料树脂、黄铜、钢丝和橡胶，价格会波动并受关税影响，这可能会对我们的业绩产生影响。我们已通过生产力和定价措施抵消了通胀和关税的影响。我们继续管理供应链，以减轻不断演变的地缘政治和通胀环境带来的持续风险。

订单积压与季节性

我们的运营分部具有相对较短的订单到发货周期。截至2026年8月31日和2025年，我们的订单积压分别为8100万美元和5400万美元。我们订单积压的同比增长主要归因于强劲的订单增长。假设本报告日后不出现重大的供应链限制，预计2026年8月31日积压的订单绝大部分将在十二个月内交付。

虽然我们通常在财年的下半年经历更强劲的时期，但我们的合并销售额并不受显著季节性波动的影响。


按财季划分的销售额百分比*
	2026	2025
第一季度（9月 - 11月）	22%	24%
第二季度（12月 - 2月）	24%	24%
第三季度（3月 - 5月）	26%	26%
第四季度（6月-8月）	28%	27%
	100%	100%
*由于四舍五入，金额可能不等于100%。

人力资本管理

我们人力资本管理战略和实践的目标是使Enerpac成为备受青睐的雇主，我们的举措和计划都是以实现这一目标为基础的。

构成我们员工队伍的人才（截至2026年8月31日，大约有2,100名员工）对公司成功和创造股东价值的能力至关重要。我们的人才发展框架建立在强大的绩效管理和发展结构之上。员工与他们的领导一起制定年度目标和任务，这些目标和任务直接与我们的组织承诺相一致。我们会在全年中监测进展，鼓励在过程中进行坦诚且频繁的交流，并在年中进行正式的检查点，以促进对目标进展以及员工职业发展的清晰理解。每半年，我们的高管领导团队会审查我们执行公司战略和关键岗位要求所需的技能，以识别我们有潜力的人才的发展机会。每年，我们都会进行绩效评估和继任计划，并通过鼓励制定独特的个人发展计划，促进长期的职业发展观念。组织各层级的培训机会都可供选择，重点在于技能、能力及领导力的发展。我们相信辅导和观点分享，并为员工提供导师机会以造福整个员工队伍。我们致力于投入必要的时间、资源和规划，以最大限度地发挥员工职业发展的潜力，同时满足组织未来技能需求。

2025年，我们推出了《打造成功文化：Enerpac员工和领导者的胜任力与行为》，这是一个非常详细的胜任力模型，包含行为指导，我们认为这将有助于培养让所有员工都能茁壮成长的文化。2025年7月启动后，我们的员工完成了全面的研讨会，以解释该模型是什么、如何使用它以及它在组织内部如何被使用。在2027财年，我们将为所有人力资源领导开展培训，以更深入地了解领导胜任力，并为每项胜任力开展研讨会和培训。

我们提供具有竞争力的薪酬和福利，根据我们运营的地理市场和行业进行定制。在美国，每周工作超过30小时的员工有资格享受全面的福利套餐，包括医疗（医疗、牙科和视力）保险、雇主资助500美元/1000美元的健康储蓄账户、子女照顾和医疗灵活支出账户、公司支付的短期残疾、长期残疾、公司支付的基本人寿和意外残疾保险、最高可达年薪6倍的自愿人寿保险，以及配偶和子女人寿保险。员工享有13个带薪假日、三周带薪休假、军人假、有公司匹配且立即归属的401(k)退休计划、员工援助计划的访问权限、广泛参与的年度奖金计划、股权激励计划，以及允许员工以15%的折扣（较2024财年10%的折扣提高）购买公司股票的员工股票购买计划。兼职和全职员工均有资格享受领养援助和最多12周的育儿假，其中全职员工可享受6周带薪假期，工资全额发放。我们为本科和学士学位课程提供最高7000美元的学费报销，为研究生课程提供最高9000美元的学费报销。我们还为兼职和全职员工提供最高2500美元的子女奖学金。我们持续评估所有地点的薪酬和福利计划的改进措施，以确保我们保持竞争力并满足员工的需求。

员工安全。我们全球各地的员工、承包商和访客的安全、健康和福祉是我们的首要任务，这也是我们文化中根深蒂固的原则。我们的各级领导和员工都接受我们的健康、安全、安保、环境和质量（“HSSEQ”）计划，这转化为为员工提供健康、安全和高效的工作环境的企业责任，并为我们的客户和终端用户交付高标准的安全和质量产品、服务和解决方案。我们HSSEQ工作的核心是通过培训、频繁且建设性的管理层参与、对业务活动和行为的风险评估，以及部署计划和资源来缓解这些风险，以培养持续改进和员工协作与赋权的文化。我们持续跟踪和报告我们的绩效，包括对事件、接近事件和质量问题的详细审查；管理层对这些改进机会的责任和讨论是所有业务审查的核心。我们以0.68的总病例率（TCIR）结束了本年度，相比2025财年的0.54

。尽管与上一年相比增加了约26%，但我们的TCIR仍显著低于行业平均水平，并继续使公司在员工超过1000人的BLS机械制造（NAICS 333）基准中处于表现最好的四分之一。

注册人的执行官

公司所有执行官的姓名、年龄和职位如下所示，截至2026年10月17日。

姓名

年龄

职位

Paul E. Sternlieb

总裁兼首席执行官

Darren M. Kozik

执行副总裁兼首席财务官

Eric T. Chack

执行副总裁 - 运营

Mart T.W. Hinnen

创新与重工业技术执行副总裁

Philip A. Jefferson

执行副总裁，首席商务官

Noah N. Popp

执行副总裁，总法律顾问，公司秘书兼首席合规顾问

Benjamin J. Topercer

执行副总裁，首席人力与技术官

Paul E. Sternlieb，总裁兼首席执行官，于2021年10月被任命为公司的总裁兼首席执行官。在加入公司之前，自2017年10月起，Mr. Sternlieb 担任 John Bean Technologies Corporation（“JBT”）的执行副总裁兼蛋白质业务总裁。在JBT之前，自2014年起，Mr. Sternlieb 担任 Illinois Tool Works 食品设备部门的全球烹饪业务总裁。他在 Danaher 公司担任副总裁兼总经理，时间从2011年至2014年。在 Danaher 之前，他在 H.J. Heinz Company（一家领先的食品生产企业）担任管理职位，并曾是 McKinsey & Company 的顾问。

Darren M. Kozik 于2024年10月28日被任命为公司的执行副总裁兼首席财务官。在加入公司之前，Mr. Kozik 在 ManpowerGroup 担任全球企业金融高级副总裁，此前自2018年8月起，他曾担任 ManpowerGroup 北美财务和共享服务高级副总裁。在加入 ManpowerGroup 之前，从2016年5月至2018年8月，Mr. Kozik 先担任 Mortara Instrument 的首席财务官，随后担任该业务的副总裁兼总经理。Mr. Kozik 于1999年在通用电气（General Electric）开始职业生涯，并在职责范围和全球责任不断增加的职位上工作，最终于2016年成为 GE Healthcare 全球超声业务单元的首席财务官。

Eric T. Chack，执行副总裁 - 运营，于2024年7月加入公司，负责 Enerpac 全球运营的所有方面，包括对制造、采购、物流、持续改进、质量和可靠性的监督。在加入 Enerpac 之前，从2021年11月至2024年7月，Mr. Chack 担任 Mohawk Industries 的供应链高级副总裁。在 Mohawk 之前，从2018年1月至2021年7月，Mr. Chack 担任 Briggs & Stratton 的全球运营与供应链高级副总裁，并在 SPX Corporation 和 IDEX Corporation 担任全球运营领导职位。他有丰富的经验来建立、发展和优化世界级运营团队的表现。此外，他还曾在海军陆战队担任步兵军官。

Mart T.W. Hinnen，创新与重工业技术执行副总裁，于2008年3月加入公司，并自那时起逐步晋升至责任日益加重的职位，包括2018年5月担任重载技术与加工总经理，2022年4月领导ASCEND转型计划，2024年1月新增创新副总裁职责，以及2026年5月被晋升为创新与重工业技术执行副总裁。在加入公司之前，Mart曾在AXA担任内部审计师。他有实施业务转型和市场领先的创新计划的经验。Mart拥有荷兰特温特大学（University of Twente）的工业工程与管理硕士学位，荷兰阿姆斯特丹大学（University of Amsterdam）的IT审计硕士学位，以及荷兰奈耶诺德大学（University of Nyenrode）的金融与控制硕士学位。

Philip A. Jefferson，执行副总裁、首席商务官，于2023年6月以欧洲、中东和非洲（“EMEA”）地区总裁的身份加入公司；2024年11月晋升为美洲与EMEA地区总裁；并于2026年5月被晋升为执行副总裁、首席商务官。在加入公司之前，Phil曾在2022年3月至2023年6月期间担任霍尼韦尔国际公司（Honeywell International）的欧洲销售与市场总监，以及2020年7月至2022年3月期间担任条码仓库公司（The Barcode Warehouse）的战略销售与创新副总裁。在加入条码仓库公司之前，他在摩托罗拉解决方案公司（Motorola Solutions）担任过高级商业领导职务。他有丰富的招聘、培养和领导高绩效商业团队的经验。Phil拥有英国伯明翰大学（University of Birmingham）的学士学位。

Noah N. Popp，执行副总裁、公司总顾问、公司秘书及首席合规顾问，于2025年7月加入公司。在加入公司之前，自2014年9月起，Popp先生担任JBT Marel Corporation的美洲地区总顾问及公司秘书，在此之前，他在过去十年中曾在Kraft Foods Group, Inc.、TMK IPSCO、Reyes Holdings L.L.C.和IPSCO Inc.担任各种内部法律顾问职务。

本杰明·J·托珀塞，执行副总裁，人力资源与技术总监，于2022年2月加入公司，直至2026年8月被任命为执行副总裁，人力资源与技术总监，此前担任执行副总裁和首席人力资源官。在这一职位上，本负责领导多个关键职能，包括人力资源；信息技术；健康、安全、安保和环境以及企业传播。从2016年6月到加入Enerpac之前，托珀塞先生是Vantage Specialty Chemicals的首席人力资源官，该公司是一家特种化学品和成分制造商，其产品包含在消费品和工业产品中。在加入Vantage之前，他曾担任Premier Farnell Corporation的人力资源管理职务，这是一家电子元件分销商，包括从2013年9月至2016年6月期间担任其销售、市场、电子商务和技术部门及指定业务单元的全球人力资源主管。在此之前，托珀塞先生于2011年7月至2013年9月期间担任Eaton Corporation及其前身Cooper Industries的人力资源总监。在此之前，他从2004年9月至2011年7月在Henkel Corporation的人力资源部门担任逐步提升职责的职位，并在Rexam Sussex从2000年3月至2004年9月任职。

项目 1A. 风险因素

以下描述的风险和不确定性是我们认定的重要风险，但并非公司面临的唯一风险和不确定性。如果以下任何风险事件发生，我们的业务、财务状况或经营成果可能会受到重大不利影响。我们目前未知的其他风险和不确定性，或我们认为目前不重要的风险和不确定性，也可能对我们的业务产生不利影响，包括影响我们执行战略增长和盈利目标的能力。

与经济状况相关的风险

供应链问题，包括组件供应不足或导致我们成本增加或影响我们履行订单能力的供应问题，或我们未能正确预测客户需求，都可能对我们的业务和经营成果以及与客户的关系产生不利影响。

我们依赖供应链提供的组件和原材料来制造产品并向客户提供服务。由于我们无法控制的因素，包括地缘政治冲突以及由此实施的国际制裁、重大自然灾害、大流行病或全球货运能力短缺，我们可能会经历供应减少或中断。我们的供应商可能无法或不愿满足我们对原材料或组件的需求，或显著延长交货时间，而我们可能无法通过其他供应来源来弥补。此外，供应商可能会对我们所需的关键组件和原材料价格进行大幅上涨，而我们可能无法将这些上涨转嫁给客户。此外，如果我们未能根据业务需求适当预测或调整组件或原材料的需求，以及我们产品需求的波动，可能会影响我们及时采购维持运营所需原材料和组件的能力。这些供应链问题以及其他问题可能会对我们的业务、经营成果和财务状况产生重大不利影响，并可能严重损害客户关系。

我们从单一或有限的供应商处采购某些产品的组件。如果这些供应商的供应出现中断，我们可能无法及时多样化我们的供应来源，或者可能从替代来源中遇到质量问题。此外，我们从位于中国的供应商处采购部分组件，因此我们可能因与中国之间的政治紧张关系（包括关税和其他贸易限制）、地缘政治风险、能源短缺或其他原因而面临交付中断的潜在风险。我们的增长和满足客户需求的能力在很大程度上取决于我们从供应商处及时获得组件和原材料的能力，而其供应的重大中断可能对我们的业务、经营成果和财务状况产生重大不利影响，并可能严重损害客户关系。

在最近，我们曾经历过某些对我们的制造过程至关重要的组件和原材料的供应短缺和通货膨胀压力。上述描述的因素和其他因素可能会加剧这些压力，以及我们的供应商的压力，我们预计这些供应链挑战和成本影响在未来可能会继续对我们产生影响。此外，我们的客户也可能受到这些相同供应中断的影响，从而减少他们对我们产品和服务的需求，这可能会对我们的财务结果产生不利影响。尽管在以往的供应中断期间，我们通常已从现有或替代供应商处获得额外供应或采取了其他缓解措施，但不能保证我们未来也能继续这样做，我们的业务、经营成果和财务状况可能会受到不利影响。在面临与组件供应相关的问题时，我们可能会增加库存和采购承诺，以缩短交货时间并增加维持足够库存以满足客户需求的可能性

预期。如果我们的产品需求低于我们的预期，或者我们未能正确预测客户需求，可能导致零部件过剩，从而导致库存水平过高，也可能导致大量的过剩和滞销库存费用，并对我们的经营和财务结果产生不利影响。

国内和国际经济状况恶化或不稳定，以及终端市场条件严峻，可能会影响我们扩大业务的能力，并对我们的财务状况、经营成果和现金流以及我们执行战略的能力产生不利影响。

我们的业务和经营成果一直受到，且将继续受到国内和国际经济状况的影响。我们产品和服务的需求受到我们所服务的终端市场一般经济和商业状况的影响。我们收入的很大一部分来自周期性行业（如工业和油气行业）的客户，这些行业在经济收缩或波动时期通常会受到不利影响。在这些时期，我们的客户可能会经历业务状况恶化，这可能会减少或延迟我们的销售。我们大多数产品和服务的需求取决于客户的新增资本投资和计划维护支出水平。客户的资本支出水平根据计划中的扩张、新建和维修、商品价格、总体经济状况、信贷可获得性、政府资金的可用性以及对未来市场行为的预期而波动。我们历史上在许多所服务的市场中经历过收缩和需求困难的状况，未来也有可能出现类似状况，这可能对我们的财务状况、经营成果和现金流以及我们执行战略的能力产生不利影响。

全球石油市场的中断已经对我们的业务和经营成果产生了不利影响，未来类似事件可能也会对我们的业务和经营成果产生不利影响。

我们收入的一部分来自中游和下游油气行业的客户。全球油气市场的中断（如由于中东和乌克兰/俄罗斯冲突以及由此产生的国际制裁）以及其他供需变化可能对油价产生重大影响，并对这些客户的现金流产生负面影响。此外，中东和乌克兰及俄罗斯的武装冲突中，油气基础设施已成为目标。这些中断的综合影响已经导致，并且未来可能导致这些客户的资本支出减少、项目修改、延迟或取消，从而减少该终端市场对我们某些产品和服务的需求，这可能对我们的经营成果和财务状况产生不利影响。

对全球关税的不确定性，或关税的财务影响，可能会对我们的结果产生负面影响。

美国国内和全球关税框架的变化增加了我们的产品生产成本，并给我们的供应链带来了额外的风险。我们已经制定了并实施了应对之前实施的以及在某些情况下拟议的关税上涨的策略，但无法保证我们能够继续缓解长期的关税问题。在过去一年中，美国政府对多个国家的各种商品加征了重大关税，并表示可能在不久的将来对更多商品加征关税。作为回应，一些国家已宣布或实施了针对美国制造商品的关税，以及其他贸易限制措施，例如对其国家生产的某些商品（包括关键矿物）实施出口限制。这些措施可能会抑制我们产品的市场需求，或增加我们产品的制造成本，这可能会影响我们的产品相对于未受此类措施影响的制造商的竞争力。此外，长期的贸易争端以及有关关税和贸易协定的不确定性可能会对整体经济状况产生不利影响。所有这些结果都可能对我们业务、财务状况、经营成果和现金流产生重大不利影响。

与我们业务和运营相关的风险

物流挑战，包括全球货运能力短缺，可能会增加我们的货运成本或导致我们履行订单的能力出现延误，这可能对我们的业务和经营成果产生不利影响。

该公司及时且经济高效地进口产品的能力一直受到，且可能继续受到货运能力短缺、港口延误、港口罢工以及其他影响运输和仓储服务的问题的不利影响。例如，中东的武装冲突以及该地区对商船的关联袭击导致全球航运成本上升，一些货物的运输出现重大延误。全球航运业还面临其他挑战，包括主要港口和铁路的劳资纠纷以及天气相关的中断，例如巴拿马的干旱减少了巴拿马运河的运力，以及石油价格的极端波动。这些问题可能会延迟我们产品的交付，或迫使公司寻找替代港口或仓储服务商以避免对客户造成中断。这些替代方案可能无法在短时间内获得，或者可能导致更高的货运和物流成本，这可能对公司的业务和财务状况产生不利影响。

我们在外国司法管辖区的应收账款存在回收风险。

我们通过经销商和代理商销售产品和服务。在某些司法管辖区，这些第三方在其所在国家的销售额中占很大比例。许多外国司法管辖区的应收账款回收时间可能比美国长得多（尽管通常不到一年）。此外，对于某些服务业务的代理关系，我们使用中介代理，并依赖我们的代理为我们收款。间接销售渠道使我们面临渠道合作伙伴和最终客户的信用风险，并增加了付款延迟或无法收回账款的风险，过去曾发生过这种情况，将来也可能再次发生。如果我们渠道合作伙伴中发生流动性事件或争议，可能会对我们的经营成果和财务状况产生不利影响。

如果我们无法留住依赖的代理商和经销商，我们可能无法有效推广我们的产品和服务，我们的收入和盈利能力可能会下降。

我们许多在美国及海外业务的营销成功在很大程度上取决于我们的独立代理商和经销商在终端市场与客户的销售和服务专长及客户关系。这些代理商中的许多人都由于对我们的产品有深入了解，与现有和潜在客户建立了牢固的联系。如果失去大量这些代理商或经销商，或某个关键市场中的特定代理商或经销商，或与关键客户有关系的代理商或经销商，可能会显著阻碍我们有效推广产品的能力，这可能对我们的业务、财务状况、经营成果和现金流量产生重大不利影响。

网络安全漏洞、威胁以及更复杂和有针对性的计算机犯罪可能对我们系统、网络、运营、产品、解决方案、服务和数据构成风险。

日益增加的全球网络安全威胁、计算机病毒和更复杂和有针对性的网络相关攻击对我们系统、网络和运营构成风险。同样，由于人为错误、漏洞和技术错误（包括第三方软件供应商的错误）导致的网络安全故障，也可能对我们系统（包括第三方供应商运营的系统、运营和产品）以及我们业务合作伙伴的系统构成风险。攻击或信息系统故障还可能导致由于无法恢复丢失的数据、软件和关键文档、勒索软件付款、安全漏洞、盗窃、丢失或损坏的数据、未经授权使用敏感、机密或个人数据或信息、商业秘密和商业价值信息的损失、声誉损害（包括客户、供应商和员工对我们保护其信息能力的信心丧失）、罚款以及生产停机和运营中断而造成的损失。生成式人工智能（\"AI\"）技术的发展和采用加剧了这些风险，并可能为攻击者提供新的工具来攻击和破坏我们的系统。

我们通过采取包括员工培训、网络监控和测试、防护系统维护、应急计划以及聘请第三方专家等措施来缓解这些风险，但我们仍可能面临额外的已知或未知威胁。我们预计，随着我们继续评估漏洞并采取措施保护系统，对我们的运营技术基础设施进行有意义的投资将是必要的。此外，虽然我们目前维持保险覆盖范围，该范围在遵守其条款和条件的前提下，旨在解决与网络安全事件和信息系统故障相关的某些方面的成本，但根据事件的具体事实和情况，这种保险覆盖范围可能无法涵盖因事件产生的所有损失或所有类型的索赔，或可能因事件而导致的对我们声誉的损害。无法保证此类威胁或事件带来的财务或运营影响不会是重大的。

主要制造设施发生重大中断可能会 adversely affect 我们产生销售的能力，并导致我们无法挽回的成本增加。

如果我们在主要制造或服务设施之一发生重大中断的情况下无法满足客户对我们产品或服务的需求，我们的财务业绩可能会受到不利影响。设备故障、自然灾害、健康问题（包括大流行病）、停电、火灾、爆炸、恐怖主义、恶劣天气条件、劳资纠纷或其他事件可能会造成重大中断。生产中断可能会增加我们的销售成本，损害我们的声誉，并 adversely affect 我们吸引或留住客户的能力。我们的业务连续性计划可能不足以应对此类风险造成的干扰。任何生产能力的中断都可能要求我们进行大量资本支出以补救这种情况，这可能会 adversely affect 我们的财务状况和经营成果。

我们的业务在竞争激烈的市场中运营，因此我们可能被迫降价或承担额外成本。

我们的业务通常在国内和国际的终端市场面临激烈的竞争。我们可能会在某些业务中失去市场份额，或者被迫降低价格或承担增加的成本以维持现有业务。我们基于产品设计、质量、可用性、性能和客户服务在全球范围内展开竞争。我们市场中的现有或未来竞争对手可能拥有新技术或更具吸引力的产品和服务，或拥有更大的财务、技术或其他资源，这可能会使我们处于竞争劣势。此外，我们的一些竞争对手可能愿意降低价格并接受较低的利润率来与我们竞争。

我们的国际运营面临政治、货币和其他风险。

我们预计来自和进入外国市场的销售将继续占我们收入的重要部分。此外，我们的许多制造运营和供应商位于美国境外，包括中国、英国、西班牙和荷兰。我们在美国境外的销售和运营活动目前以及将来将继续面临多种风险，包括：

•外币汇率的不利波动；

•外国税收、法律和监管要求的不利变化；

•出口和进口限制以及对现金汇回的控制；

•政治和经济不稳定；

•difficulty in protecting intellectual property;

•government embargoes, tariffs and trade protection measures, such as “anti-dumping” duties applicable to classes of products, and import or export licensing requirements, as well as the imposition of trade sanctions against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, that could significantly increase our cost of products or otherwise reduce our sales and harm our business;

•cultural norms and expectations that may sometimes be inconsistent with our Code of Conduct and our requirements about the manner in which our employees, agents and distributors conduct business;

•differing labor regulations; and

•acts of hostility, terror or war.

Our operations outside the United States require us to comply with a number of United States and international regulations. For example, we are subject to the Foreign Corrupt Practices Act (the “FCPA”), which prohibits United States companies or their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. Our activities in countries outside the United States create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA, even though these parties are not always subject to our control. We have internal control policies and procedures and have implemented training and compliance programs with respect to the FCPA. However, we cannot assure that our policies, procedures and programs always will protect us from reckless or criminal acts committed by our employees or agents. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances. In addition, we are subject to and must comply with all applicable export controls and economic sanctions laws and embargoes imposed by the United States and other various governments. Changes in export control or trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in modifications to compliance programs and increase compliance costs, and violations of these laws or regulations may subject us to fines, penalties and other sanctions, such as loss of authorizations needed to conduct aspects of our international business or debarments from export privileges. Violations of the FCPA or export controls or sanctions laws and regulations may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, financial condition, results of operations, and cash flows. Other countries in which we operate have similar anti-corruption legal frameworks, such as the U.K. Bribery Act and China’s Anti-Unfair Competition Law, to which we may be subject.

We intend to continue to pursue international growth opportunities, which could increase our exposure to risks associated with international sales and operations. As we expand our international operations, we may also encounter new risks that could adversely affect our revenues and profitability. Failure to properly manage these risks could adversely affect our business, financial condition, results of operations and cash flows. In addition, United States tax reform has significantly changed how foreign operations are taxed in the United States. Therefore, we continue to review our organizational structure, and changes to where income is generated, which changes may have a material adverse effect on our liquidity and results of operations.

Our customers and other business partners often require terms and conditions that expose us to significant risks and liabilities.

We operate in end markets and industries in which our customers and business partners seek to contractually shift significant risks associated with their operations or projects to us. We structure our commercial and contracting practices to assess and manage the risks we are assuming, but we cannot assure that material liabilities will not arise from our contracts with

our business partners. Also, our contracting standards may be more stringent than those of certain competitors, and as a result, we may experience market share losses or the reduction in growth opportunities.

Imposition of laws and regulations that disadvantage the oil & gas industry or other energy industries may have an adverse impact on our results of operations.

A portion of our revenues is derived from the sale of products and services to end users in the oil & gas industry. Accordingly, our results of operations may be adversely affected by the imposition of climate-related laws and regulations that disadvantage the oil & gas industry compared to other industries and have the effect of reducing the production of petroleum products. In addition, a reduction in the production of petroleum products as a result of consumer behavior that embraces alternative sources of energy over oil & gas could similarly adversely affect our results of operations by reducing the demand for our products and services. Similarly, actions by the U.S. Government that disadvantage the wind industry may adversely affect demand for certain of our products and adversely affect our results of operations.

Risks Related to the Execution of Our Strategy

If we fail to develop new products, or customers do not accept our new products, our business could be adversely affected.

Our ability to develop innovative new products can affect our competitive position and often requires the investment of significant resources. Difficulties or delays in research, development, production or commercialization of new products, or failure to gain market acceptance of new products and technologies, may reduce future sales and adversely affect our competitive position. There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major research and development expenses. If we fail to make innovations, launch products with quality problems, experience development cost overruns, or the market does not accept our new products, then our financial condition, results of operations, cash flows and liquidity could be adversely affected.

Our growth strategy includes strategic acquisitions, which we may not be able to consummate.

We plan to make acquisitions to grow our business, enhance our global market position and broaden our industrial tools product offerings. Our ability to successfully execute acquisitions will be impacted by factors including the availability of financing on terms acceptable to us, the potential reduction of our ability or willingness to incur debt to fund acquisitions, the reluctance of target companies to sell in current markets, our ability to identify acquisition candidates that meet our valuation parameters and increased competition for acquisitions. Failure to effectively execute our acquisition strategy could have an adverse effect on our competitive position, reputation, financial condition, results of operations, cash flows and liquidity.

We may not be able to realize planned benefits from acquired companies.

We may not be able to realize planned benefits from acquired companies, including from our recent acquisition of SFE Group. Achieving those benefits depends on the timely, efficient and successful execution of a number of post-acquisition events, including integrating the acquired business into the Company. Factors that could affect our ability to achieve these benefits include:

•difficulties in integrating and managing personnel, financial reporting and other systems used by the acquired businesses;

•the failure of acquired businesses to perform in accordance with our expectations;

•failure to achieve anticipated synergies between our business units and the business units of acquired businesses;

•the loss of customers of acquired businesses;

•the loss of key managers and employees of acquired businesses;

•increased expenses;

•assumption of known and unknown liabilities and exposure to litigation;

•increased levels of debt or dilution to existing shareholders;

•potential cybersecurity risks, as acquired systems may not possess the appropriate security measures; or

•other material adverse events in the acquired businesses.

We conduct operational, financial, tax, systems, and legal due diligence on all acquisitions; however, we cannot assure that all potential risks or liabilities are adequately discovered, disclosed, or understood in each instance.

In addition, internal controls over financial reporting of acquired companies may not be compliant with required standards. Issues may exist that could rise to the level of significant deficiencies or, in some cases, material weaknesses, particularly with respect to foreign companies or non-public U.S. companies that we acquire.

The process of integrating acquired businesses into our existing operations also may require additional financial resources and attention from management that would otherwise be available for the ongoing development or expansion of our existing operations. Larger acquisitions, such as the recent SFE Group acquisition, may be particularly challenging to successfully integrate into our business. Although we expect to successfully integrate any acquired businesses, we may not achieve the desired net benefit in the timeframe planned or at all. If acquired businesses do not operate as we anticipate, it could materially impact our business, financial condition and results of operations.

We may not be able to maintain operational improvements from our restructuring actions and may not realize cost savings from restructuring actions undertaken in the future.

We have implemented plans designed to accelerate organic growth strategies and improve operational excellence by driving greater efficiency and productivity on selling, general and administrative expenses. In addition, we have implemented other plans that incurred restructuring costs to rightsize our Hydratight service operation, eliminate redundancies in our corporate or regional structures, eliminate excess capacity in our facilities as a result of the integration of acquisitions or divestitures of product lines, and eliminate product or service lines that did not meet targeted profitability metrics. Although we expect that the improved operating profit, cost savings and realization of efficiencies from these programs will continue to provide annual benefits, we may not fully maintain these improvements (see Note 4, “Restructuring Charges,” in the notes to the consolidated financial statements for further discussion of the current restructuring activities). We may, from time to time, implement additional restructuring plans designed to achieve similar objectives or otherwise accelerate organic growth strategies and improve operational excellence. We may not fully realize the anticipated benefits, savings and improvements in our cost structure from any restructuring efforts that we may undertake in the future, including due to unforeseen difficulties or delays. In addition, the expenses of restructuring initiatives could be greater than anticipated and the announcement and implementation of restructuring activities may be disruptive to our operations. If we are unable to realize anticipated cost savings from our restructuring initiatives in the future or experience costs greater than anticipated or disruptions to our operations in connection with such initiatives, our profitability and financial position may be adversely affected.

The indemnification provisions of acquisition agreements may result in unexpected liabilities.

Certain acquisition agreements from past acquisitions require the former owners to indemnify us against certain liabilities related to the operation of such acquired companies. In most of these agreements, the liability of the former owners is limited to specific warranties given in the agreement as well as in amount and duration. Certain former owners also may not be able to meet their indemnification responsibilities. We may be subject to the same risk with respect to future acquisitions as well. As a result of those limitations, we may face unexpected liabilities that adversely affect our profitability and financial position.

Our failure to successfully complete acquisitions could negatively affect us.

We may not be able to consummate desired acquisitions, which could materially impact our growth rate, results of operations, future cash flows and stock price. Our ability to achieve our goals depends upon, among other things, our ability to identify and successfully acquire companies, businesses and product lines, and to effectively integrate them and achieve cost savings. Additionally, decreases in our stock price and an inability to raise additional funds may adversely affect our ability to execute these acquisitions. Competition for acquisitions in our business areas may be significant and result in higher prices for businesses, including businesses that we may target, which may also affect our acquisition rate or benefits achieved from our acquisitions.

Divestitures and discontinued operations could negatively impact our business, and retained liabilities from businesses that we have sold could adversely affect our financial results.

In connection with the execution of our strategy to become a pure-play industrial tools and services company, we have completed several divestitures. These divestitures pose risks and challenges that could negatively impact our business, including retained liabilities related to divested businesses, obligations to indemnify buyers against contingent liabilities and potential disputes with buyers.

If we do not realize the expected benefits of these divestitures or our post-completion liabilities and continuing obligations are substantial and exceed our expectations, our financial position, results of operations and cash flows could be negatively impacted. Any divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impact from the loss of revenue and profits associated with the divestiture, as well as significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial condition.

Our goodwill and other intangible assets represent a substantial amount of our total assets.

Our total assets reflect substantial intangible assets, primarily goodwill. As of August 31, 2026, goodwill and other intangible assets totaled $333 million, or 39% of our total assets. The goodwill results from acquisitions, representing the excess of the purchase price over the fair value of the net tangible and other identifiable intangible assets we have acquired. We assess annually, and more frequently if a triggering event occurs, whether there has been impairment in the value of our goodwill or indefinite-lived intangible assets. If future operating performance at one or more of our reporting units were to fall below current levels, we could be required to recognize a non-cash charge to operating earnings to impair the related goodwill or other intangible assets. See Note 7, “Goodwill, Intangible Assets and Long-Lived Assets ” in the notes to the consolidated financial statements and “Critical Accounting Estimates” for further discussion on goodwill, intangible asset and long-lived asset impairments. Any future goodwill or intangible asset impairments could negatively affect our financial condition and results of operations.

Risks Related to Legal, Compliance and Regulatory Matters

We are subject to many laws and regulations that may change in ways that are detrimental to our competitiveness or results.

Our businesses are subject to regulation under a broad range of U.S. and foreign laws and regulations. Some of those laws and regulations may change in ways that will require us to modify our business practices and objectives in ways that adversely impact our financial condition or results of operations, including by restricting existing activities and products, subjecting our operations to escalating costs or prohibiting us from operating in certain jurisdictions. Examples of laws or regulations that may have an adverse effect on our operations, financial condition and growth strategies include tax law, tariffs and other export and import controls, anti-corruption law, competition law, data privacy regulations, currency controls and economic or political sanctions.

Legal compliance risks could result in significant costs to our business or cause us to restrict current activities or curtail growth plans.

We directly or indirectly operate in industries, markets and jurisdictions in which we are exposed to compliance risks and that are subject to significant scrutiny by regulators, governmental authorities and other persons. We structure and strengthen our risk management and compliance programs to mitigate such risks and foster compliance with all applicable laws, but our practices may not be sufficient to eliminate these risks. The global and diverse nature of our operations, the complex and high-risk nature of some of our markets, our reliance on third-party agents and representatives to support sales and other business activities, and increasingly stringent laws and enforcement activities could result in violations of law, enforcement actions or private litigation resulting in significant defense and investigation costs, fines and penalties, and a broad range of remedial actions, including potential restrictions on our operations and other adverse changes to our business plans. See Note 17, \"Commitments and Contingencies\" in the notes to the consolidated financial statements for additional information about compliance risks.

Health, safety and environmental laws and regulations may result in additional costs.

We are subject to federal, state, local and foreign laws and regulations governing public and worker health and safety, including environmental matters. Violations of these laws could result in significant harm and financial liabilities that could adversely affect our operating results and reputation. Pursuant to such laws, governmental authorities have required us to contribute to the cost of investigating or remediating certain matters at current or previously owned and operated sites. In addition, we have provided environmental indemnities for previously owned operations in connection with the sale of certain businesses and product lines. Liability as an owner or operator, or as an arranger for the treatment or disposal of hazardous substances, can be joint and several and can be imposed without regard to fault. There is a risk that costs relating to these matters could be greater than what we currently expect or exceed our insurance coverage, or that additional remediation and compliance obligations could arise which require us to make material expenditures. In addition, environmentally related product regulations are growing globally in number and complexity and could contribute to increased costs with respect to disclosure requirements, product sales and distribution related costs, and post-sale recycling and disposal costs. More stringent environmental laws, unanticipated remediation requirements or the discovery of previously unknown conditions could materially harm our financial condition and operating results. We are also required to comply with environmental laws and regulations to maintain operating permits and licenses, some of which are subject to discretionary renewal from time to time, for many of our businesses, and our business operations could be restricted if we are unable to renew existing permits or to obtain any additional permits that we may require. There can be no assurance that these liabilities and costs will not have a material adverse effect on our financial position, results of operation, or cash flows.

Unfavorable tax law changes may adversely affect results.

We are subject to income taxes in the United States and in various foreign jurisdictions. Domestic and international tax liabilities are subject to the allocation of income among various tax jurisdictions. Our effective tax rate could be adversely affected by changes in tax law (including a potential increase in the U.S. federal income tax rate or increased tariffs on goods imported into the U.S.), the mix of earnings among countries with differing statutory tax rates, or changes in the valuation allowance of deferred tax assets.

Costs and liabilities arising from legal proceedings could be material and adversely impact our financial results.

We are subject to legal and regulatory proceedings, including litigation asserting product liability and warranty claims, including claims with respect to businesses that we have acquired for matters arising before the relevant date of acquisition. Because our products are used in critical applications in demanding environments, including in the oil & gas industry, product and service failures can have significant consequences and could result in significant product liability, warranty and other claims against us, regardless of whether our products and services caused the incident that is the subject of the claim, and we may have obligations to participate in the recall of products in which our products are components, if any of the components or services we supply prove to be defective. We maintain insurance and have established reserves for these matters as appropriate and in accordance with applicable accounting standards and practices. Insurance coverage, to the extent it is available, may not cover all losses arising from such contingencies. Also, estimating legal reserves or possible losses involves significant judgment and may not reflect the full range of uncertainties and unpredictable outcomes inherent in litigation and investigations, and the actual losses arising from particular matters may exceed our current estimates and adversely affect our results of operations. We also expect that additional legal proceedings and other contingencies will arise from time to time, and we cannot predict the occurrence, magnitude and outcome of such additional matters. Moreover, we operate in jurisdictions where claims involving us may be adjudicated within legal systems that are less developed and less reliable than those of the U.S. or other more developed markets, and this can create additional uncertainty about the outcome of proceedings before courts or other governmental bodies in such markets.

Risks Related to Our Capital Structure

Our indebtedness could harm our operating flexibility and competitive position.

We have incurred, and may in the future incur, significant indebtedness in connection with acquisitions or other strategic growth initiatives. While at current debt levels we have significant flexibility on our financial debt covenants, we have incremental capacity to incur substantial additional indebtedness to fund acquisitions (as we did to partially fund the acquisition of SFE Group) or other strategic growth initiatives. Our level of debt and the limitations imposed on us by our debt agreements could adversely affect our operating flexibility and put us at a competitive disadvantage.

Our ability to make scheduled principal and interest payments, refinance our indebtedness and satisfy our other debt and lease obligations will depend upon our future operating performance and credit market conditions, which could be adversely affected by factors beyond our control. In addition, there can be no assurance that future borrowings or equity financings will be available to us on favorable terms, or at all, for the payment or refinancing of our indebtedness. If we are unable to service our indebtedness, our business, financial condition and results of operations will be adversely affected.

The financial and other covenants in our debt agreements may adversely affect us.

Our senior credit facility contains financial and other restrictive covenants. These covenants could limit our financial and operating flexibility as well as our ability to plan for and react to market conditions, meet our capital needs and support our strategic priorities and initiatives should we take on additional indebtedness for acquisition or other strategic objectives. Our failure to comply with these covenants also could result in events of default which, if not cured or waived, could require us to repay indebtedness before its due date, and we may not have the financial resources or otherwise be able to arrange alternative financing to do so. Our compliance with the covenants of our senior credit facility may be adversely affected by severe market contractions or disruptions to the extent they reduce our earnings for a prolonged period and we are not able to reduce our debt levels or cost structure accordingly. Borrowings under our senior credit facility are secured by most domestic personal property assets and are guaranteed by most of our domestic subsidiaries and by a pledge of the stock of most of our domestic and certain foreign subsidiaries. If borrowings under our senior credit facility were declared or became due and payable immediately as the result of an event of default and we were unable to repay or refinance those borrowings, our lenders could foreclose on the pledged assets and stock. Any event that requires us to repay any of our debt before it is due could require us to borrow additional amounts at unfavorable borrowing terms, cause a significant reduction in our liquidity and impair our ability to pay amounts due on our indebtedness. Moreover, if we are required to repay any of our debt before it becomes due, we may be unable to borrow additional amounts or otherwise obtain the cash necessary to repay that debt, when due, which could have a material adverse effect on our business, financial condition and liquidity.

We may incur increased interest expense as a result of our variable rate debt.

Borrowings under our revolving line of credit and our term loan incur interest which is variable based on fluctuations in the referenced Secured Overnight Financing Rate (“SOFR”). Increases in the referenced SOFR will increase our borrowing costs and negatively impact financial results and cash flows.

Risks Related to Ownership of Our Common Stock

The market price of our common stock may be volatile.

A relatively small number of shares of our common stock are normally traded in any one day and higher volumes could have a significant effect on the market price of our common stock. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this section and elsewhere in this report or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. An increase in the number of our shares, in connection with acquisitions, through a public offering of additional shares, or through stock incentive compensation plans has a dilutive effect on our earnings per share and can have a material adverse effect on our stock price.

Because our quarterly revenues and operating results may vary significantly in future periods, our stock price may fluctuate.

Our revenue and operating results may vary significantly from quarter to quarter. A high proportion of our costs are fixed, due in part to significant selling and manufacturing costs. Small declines in revenues could disproportionately affect operating results in a quarter and the price of our common stock may fall. Other factors that could significantly affect quarterly operating results include, but are not limited to:

•demand for our products and services;

•the timing of sales of our products and services;

•changes in foreign currency exchange rates;

•changes in applicable tax rates;

•an impairment of goodwill or other intangible assets;

•the occurrence of restructuring charges, which can vary significantly from period to period and result in fluctuations in our reported net income and earnings per share due to the timing of cost reduction actions;

•unanticipated delays or problems in introducing new products;

•announcements by competitors of new products, services or technological innovations;

•changes in our pricing policies or the pricing policies of our competitors;

•increased expenses, whether related to sales and marketing, raw materials or supplies, labor matters, product development or administration;

•major changes in the level of economic activity in major regions of the world in which we do business;

•costs related to possible future acquisitions or divestitures of technologies or businesses;

•an increase in the number or magnitude of product liability or environmental claims; and

•our ability to expand our operations and the amount and timing of expenditures related to expansion of our operations, particularly outside the U.S.

Various provisions and laws could delay or prevent a change of control.

The anti-takeover provisions of our articles of incorporation and bylaws and provisions of Wisconsin corporation law could delay or prevent a change of control or may impede the ability of the holders of our common stock to change our management. In particular, our articles of incorporation and bylaws, among other things:

•require a supermajority shareholder vote to approve a merger of the Company with another entity;

•regulate how shareholders may present proposals or nominate directors for election at shareholders’ meetings; and

•authorize our board of directors to issue preferred stock in one or more series, without shareholder approval.

Other Risk Factors

Geopolitical unrest and terrorist activities may cause the economic conditions in the U.S. or abroad to deteriorate, which could harm our business.

Terrorist attacks against targets in the U.S. or abroad, rumors or threats of war, other geopolitical activity or trade disruptions, such as those caused by the Russia-Ukraine conflict, the armed conflicts in the Middle East, or any conflict or threatened conflict between China and Taiwan, may cause trade relations and general economic conditions in the U.S. or abroad to deteriorate. The occurrence of any of these events could result in a prolonged economic slowdown or recession in the U.S. or in other areas and could have a significant impact on our business, financial condition or results of operations.

Our inability to attract, develop and retain qualified employees could have a material adverse impact on our operations.

Our ability to deliver financial results and drive growth and pursue competitive advantages in our business substantially depends on our ability to retain key employees and continually attract new talent to the business. If we experience losses of key employees, such as our executives, or lose key employees we expected to retain from acquisitions, such as the SFE Group acquisition, or experience significant delays or difficulty in replacing any of these individuals, our operations, competitive position and financial results may be adversely affected. Competition for highly qualified personnel is intense, and our competitors and other employers may attempt to hire our skilled and key employees. Additionally, we need qualified managers and skilled employees with technical and manufacturing industry experience to operate our businesses successfully. From time to time there may be shortages of skilled labor which may make it more difficult and expensive for us to attract and retain qualified employees or lead to increased labor costs.

Our intellectual property portfolio may not prevent competitors from developing products and services similar to or duplicative to ours, and the value of our intellectual property may be negatively impacted by external dependencies.

Our patents, trademarks and other intellectual property may not prevent competitors from independently developing or selling products and services functionally equivalent or superior to our own or adequately deter misappropriation or improper use of our innovations and technology. In addition, further steps we take to protect our intellectual property, including non-disclosure agreements, may not prevent the misappropriation of our business-critical secrets and information. In such circumstances, our competitive position and the value of our brand may be negatively impacted.

Our competitors or other persons could assert that we have infringed their intellectual property rights.

We may be the target of enforcement of patents or other intellectual property rights by third parties. We have implemented legal reviews and other controls in our new product development and marketing processes system to mitigate the risk of infringing third-party rights, but those controls may not prove adequate or deter all claims. Responding to infringement claims, regardless of their merits, can be expensive and time consuming. If we are found to infringe any third-party rights, we could be required to pay substantial damages or we could be enjoined from offering some of our current products and services.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We depend on integrated information systems to conduct our business. In order to defend against cybersecurity threats, we have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. The frameworks used to design our program include the National Institute of Standards and Technology Cybersecurity Framework and The Sarbanes-Oxley Act of 2002. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Our cybersecurity risk management program includes:

•risk assessments designed to help identify material cybersecurity risks to our critical systems and information;

•a security team principally responsible for managing our cybersecurity risk assessment processes, security controls, and responses to cybersecurity incidents;

•the use of external service providers, where appropriate, to assess, test or otherwise enhance our security controls;

•cybersecurity awareness training of our employees, including our incident response personnel;

•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents, cybersecurity resilience and recovery; and

•a third-party risk management process for service providers, suppliers, and vendors who access our critical systems and data.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, our operations, business strategy, results of operations, or financial condition. However, we face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, our operations, business strategy, results of operations, or financial condition. See Item 1A “Risk Factors ”.

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks. Our Audit Committee oversees management’s implementation of our cybersecurity risk management program.

Our Audit Committee receives regular reports from management on our cybersecurity risks, and our full Board receives periodic updates. In addition, management updates the Audit Committee, as necessary, regarding any material or significant cybersecurity incidents.

Our Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. Board members receive presentations on cybersecurity topics from our Vice-President of Information Technology (“VPIT”) as part of the Board’s continuing education on topics that impact public companies.

Our management team, including our VPIT and Director, Cybersecurity, has overall responsibility for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s experience includes extensive technology and finance leadership experience across multiple industries, experience in the Legal, Risk and Compliance disciplines, and over 20 years of leadership experience for our VPIT.

Our management team is informed about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the information technology environment.

Item 2. Properties

As of August 31, 2026, we owned or leased the following facilities (square footage in thousands):


	Number of Locations	Square Footage
		Distribution / Sales / Admin
	Manufacturing	Total		Owned	Leased	Total
Industrial Tools & Services	14		30		44		207	1,021	1,228
Corporate and Other	1		1		2		—	92	92
	15		31		46		207	1,113	1,320

We consider our facilities suitable and adequate for the purposes for which they are used and do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities. Our largest facilities are located in the United States, the Netherlands, Spain, China and Saudi Arabia. We also maintain a presence in Algeria, Australia, Brazil, France, Germany, India, Italy, Japan, Kazakhstan, Norway, Poland, Singapore, South Africa, South Korea, Tunisia, the United Arab Emirates and the United Kingdom. See Note 11, “Leases” in the notes to the consolidated financial statements for information regarding our lease commitments.

Item 3. Legal Proceedings

We are a party to various legal proceedings that have arisen in the normal course of business. These legal proceedings typically include product liability, breaches of contract, employment, personal injury and other disputes.

We have recorded reserves for estimated losses based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date and the amount of the loss can be reasonably estimated. In our opinion, the resolution of these contingencies is not likely to have a material adverse effect on our financial condition, results of operations or cash flows. Information with respect to contingencies arising from legal proceedings, including governmental investigations, set forth in Note 17, “Commitments and Contingencies” in the notes to the consolidated financial statements, is incorporated by reference.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

The Company’s Class A common stock is traded on the New York Stock Exchange under the symbol EPAC. As of September 30, 2026, there were 754 shareholders of record of the Company's Class A common stock.

Dividends

In fiscal 2026, the Company declared a dividend of $0.04 per share of Class A common stock payable on October 16, 2026 to shareholders of record on October 6, 2026. In fiscal 2025, the Company declared a dividend of $0.04 per share of Class A common stock payable on October 17, 2025 to shareholders of record on October 7, 2025.

Share Repurchases

The Company's Board of Directors has authorized the repurchase and immediate retirement of shares of the Company's common stock under publicly announced share repurchase and retirement programs. In October 2025, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase of a total of $200 million of the Company’s outstanding common stock. The Company repurchased and retired 2,078,645 shares for $81 million (inclusive of excise taxes of $1 million) in the year ended August 31, 2026. As of August 31, 2026, the maximum value of shares that may yet be purchased under the program authorization is $120 million.

There were no share repurchases during the fourth quarter of fiscal 2026.

Performance Graph

The graph and table below compare the cumulative five-year total return of the Company's Class A common stock with the cumulative total returns of the Russell 2000 Index and the S&P 600 Industrials Index. They assume the value of the investment in our Class A common stock and each index was $100 on August 31, 2021, and the reinvestment of all dividends during the five-year period ended August 31, 2026.

$\"2881\"$


	8/21		8/22		8/23		8/24	8/25		8/26
Enerpac Tool Group Corp.	$	100.00			$	77.26		$	104.54		$	164.79		$	169.34	$	149.41
Russell 2000	100.00			82.12			85.94		101.81		110.12		139.26
S&P 600 Industrials	100.00			92.76			112.23		141.66		163.18		192.79

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis is intended to assist the reader in understanding our results of operations and financial condition for the fiscal years ended August 31, 2026 and 2025. For comparisons of the fiscal years ended August 31, 2025 and 2024, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of the Company’s Annual Report on Form 10 -K for the fiscal year ended August 31, 2025 filed on October 17, 2025. Management’s Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements included in Item 8. “Financial Statements and Supplementary Dat a ”.

Background

The Company has one reportable segment, the Industrial Tools & Services (“IT&S”) segment, and an Other operating segment, which does not meet the criteria to be considered a reportable segment. The IT&S segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the general industrial; refining and petrochemical; industrial maintenance, repair and operations (“MRO”); machining & manufacturing; power generation; infrastructure; mining and other markets. Financial information related to the Company's reportable segment is included in Note 16, “Business Segment, Geographic and Customer Information ” in the notes to the consolidated financial statements.

Business Update

Our businesses provide an array of products and services across multiple markets and geographies, which results in significant diversification. The IT&S segment and the Company are well-positioned to drive shareholder value through a sustainable business strategy built on well-established brands, broad global distribution and end markets, clear focus on the core tools and services business, and disciplined capital deployment.

Our Business Model

Our long-term goal is to create sustainable returns for our shareholders through above-market growth in our core business, expanding our margins, generating strong cash flow, and being disciplined in the deployment of our capital. We intend to grow through execution of our organic growth strategy, focused on key vertical markets that benefit from long-term macro trends, driving customer driven innovation, expansion of our digital ecosystem to acquire and engage customers, and an expansion in emerging markets such as Asia Pacific. In addition to organic growth, we also focus on margin expansion through operational efficiency techniques, including lean, continuous improvement and 80/20, to drive productivity and lower costs, as well as optimizing our selling, general and administrative expenses through consolidation and shared service implementation. We also apply these techniques and pricing actions to offset commodity increases and inflationary pricing. Finally, cash flow generation is critical to achieving our financial and long-term strategic objectives. We believe driving profitable growth and margin expansion will result in cash flow generation, which we seek to supplement through minimizing primary working capital. We intend to allocate the cash flow that results from the execution of our strategy in a disciplined way toward investment in our businesses, maintaining our strong balance sheet, disciplined M&A program, and opportunistically returning capital to shareholders. We anticipate the compounding effect of reinvesting in our business will fuel further growth and profitable returns.

Acquisition of SFE Group

On October 28, 2026, we acquired SFE Group in a merger transaction in which the aggregate amount paid by the Company with respect to the equity interests in SFE Group was approximately $452 million in cash, plus the issuance by the Company of approximately $20 million in restricted stock unit awards to key personnel of SFE Group, in lieu of cash payment of transaction bonuses owed by SFE Group to such personnel upon completion of the merger transaction. The cash portion of the acquisition consideration is subject to customary adjustments for the level of cash, net working capital, transaction related expenses (including with respect to the transaction bonuses), indebtedness and other similar items existing at SFE Group and its subsidiaries as of the closing date of the transaction. The Company funded the payment of the cash consideration at closing from cash on hand, its recently refinanced $300 million term loan and borrowings of $312 million under the revolving credit facility under its New Senior Credit Facility (as defined below).

SFE Group is a global industrial equipment company focused on specialized fabrication, welding, machining, and maintenance tools. It was formed in 2019 through the merger of three established brands and subsequent acquisitions to include the following brands: Climax, B&B Sumner, Axxair, Sumner Material Lifts, TAG, Mathey Dearman, Magnatech, Bortech, Fit-Up Pro, H&S Tool, PPM, and Calder. SFE Group serves industries such as aerospace & defense, food & beverage, bio-pharma, oil & gas, manufacturing, utilities, power generation, semiconductor, maritime, mining, transportation, data centers, and

hospitals. SFE Group operates five manufacturing and fabrication facilities located in the United States, France, and the United Kingdom and had approximately 340 employees at August 31, 2026.

Historical Financial Data

The following table and corresponding year-over-year analysis sets forth our results of continuing operations:


(dollars in millions, except per share amounts)	Year Ended August 31,
	2026		2025
Statements of Earnings Data: (1)			% of net sales				% of net sales
Total net sales	$	652			100	%		$	617			100	%
Total cost of products sold	331			51	%		305			49	%
Gross profit	321			49	%		312			51	%
Selling, general and administrative expenses	182			28	%		167			27	%
Amortization of intangible assets	6			1	%		6			1	%
Restructuring charges	3			1	%		6			1	%
Impairment & divestiture charges	—			—	%		—			—	%
Operating profit	129			20	%		133			22	%
Financing costs, net	9			1	%		10			2	%
Other expense, net	3			—	%		3			—	%
Earnings before income tax expense	118			18	%		121			20	%
Income tax expense	28			4	%		28			5	%
Net earnings from continuing operations	$	90			14	%		$	93			15	%

Other Financial Data: (1)
Depreciation	$	2					$	2
Capital expenditures	11					19

(1) Results are from continuing operations and exclude the financial results of previously divested businesses reported as discontinued operations. The summation of the individual components may not equal the total due to rounding. Period to period differences between line items included in the table may differ from the amount presented below due to rounding.

Consolidated Results

Consolidated net sales for fiscal 2026 were $652 million, 6% higher than the prior-year sales of $617 million. The effect of the weakening U.S. dollar on foreign currency rates compared to the prior-year period favorably impacted sales by $13 million, or 2%. This resulted in organic consolidated sales growth of approximately 4% in the year. Management refers to sales adjusted to exclude the impact of foreign currency changes and recent acquisitions and divestitures as “organic sales”. Product sales increased 9% to $546 million, compared to the prior fiscal year. Foreign currency rate changes favorably impacted product sales by $10 million, or 2%, resulting in organic product sales growth of 7%. This increase in organic product sales was primarily due to growth in the Americas region and the Cortland Biomedical business. Service sales were $106 million, a decrease of 9% compared to the prior fiscal year. Foreign currency rate changes favorably impacted service sales by $3 million, or 3%, resulting in a 12% decrease in organic service sales compared to the prior fiscal year. The organic sales decrease in the service business was due to lower activity, primarily in the EMEA region.

Gross profit increased by $9 million as a result of higher net sales in the current year. As a percentage of sales, gross profit was approximately 49.2% in fiscal 2026 compared to 50.5% in fiscal 2025. The 130 basis point decrease was primarily attributable to lower activity levels in the service business and, to a lesser extent, product sales mix.

Operating profit decreased by $4 million to $129 million, or 20% of sales, in fiscal 2026. The decrease was primarily attributable to higher selling, general and administrative (“SG&A”) costs associated with the Company’s previously announced acquisition of SFE Group, higher incentive compensation and unfavorable foreign currency translation, partially offset by the flow through of gross profit on the incremental current year sales and lower restructuring costs.

Segment Results

IT&S Segment

The IT&S segment is a global supplier of branded hydraulic and mechanical tools and services to a broad array of end markets, including general industrial; refining and petrochemical; industrial MRO; machining & manufacturing; power generation; infrastructure; mining; and other markets. Its primary products include branded tools, cylinders, pumps, hydraulic torque wrenches, highly engineered heavy lifting technology solutions and other tools (Product product line). The segment provides maintenance and manpower services to meet customer-specific needs and rental capabilities for certain of our products (Service & Rental product line). The following table sets forth the results of operations for the IT&S segment:


(dollars in millions)	Year Ended August 31,
	2026		2025		$ Change		% Change
Net Sales:
Product	$	520			$	479		$	41		9	%
Service & Rental	106			117			(11)		(9)	%
Total net sales	626			596			30		5	%
Cost of products sold	318			295			23		8	%
Gross profit	308			301			7		2	%
Selling, general and administrative expenses	135			129			6		5	%
Amortization of intangible assets	6			5			1		20	%
Restructuring charges	3			3			—		—	%
Operating Profit	$	163			$	164		$	(1)		(1)	%
Operating Profit %	26.1	%		27.5	%

Fiscal 2026 net sales were $626 million, an increase of $30 million, or 5% from fiscal 2025 sales of $596 million. The effect of the weakening U.S. dollar on foreign currency rates compared to the prior-year period favorably impacted net sales by $13 million, resulting in organic sales growth for the segment of approximately 3%. The organic sales increase was driven by growth in our product sales, partially offset by a decline in our Service & Rental sales.

Product sales increased $41 million, or 9%, year-over-year with a favorable foreign currency impact of $10 million or 2%, resulting in organic product sales growth of 7%. Organic sales increased primarily due to higher sales in all regions, led by the Americas.

Service & Rental sales decreased $11 million, or 9%, year-over-year with a favorable foreign currency impact of $3 million, or 3%, resulting in organic Service & Rental sales decline of 12%. The organic sales were driven by lower activity levels, primarily in the EMEA region.

Fiscal 2026 operating profit of $163 million remained relatively flat to the prior year. This was driven by the gross profit flow-through impact of the increased sales, but offset by higher SG&A and amortization costs. Gross profit increased by $7 million as favorable impact from the higher product sales was partially offset by the impact from the decrease in Service & Rental sales, which has a higher fixed cost base. SG&A expense increased by $6 million as a result of higher employee-related costs, including incentive compensation and commissions, as well as an increase in advertising expense. Amortization expense increased by approximately $1 million, while restructuring charges were consistent with the prior year. As a percent of net sales, operating profit decreased 140 basis points primarily due to the lower activity in the Service & Rental business and to a lesser extent product sales mix.

Corporate

Corporate primarily consists of SG&A expenses and enterprise-wide restructuring costs, including executive, legal, finance, human resources, and information technology, that are not allocated to the segments based on their nature. Corporate expenses were $41 million in fiscal 2026, an increase of $5 million compared to fiscal 2025 expenses. This increase was primarily attributable to $5 million in incremental SG&A expenses associated with M&A activities related to the acquisition of SFE Group and higher employee-related SG&A costs, including incentive compensation. These increases were partially offset by the impact of higher restructuring costs in the prior year.

Net financing costs were $9 million and $10 million in fiscal 2026 and fiscal 2025, respectively. The decrease in net financing costs for fiscal 2026 compared to fiscal 2025 was primarily due to lower net debt balances and lower net interest rates.

Income Tax Expense

The Company's income tax expense is impacted by a number of factors, including, among others, the amount of taxable earnings generated in foreign jurisdictions with tax rates that are different than the U.S. federal statutory rate, permanent items, state tax rates, changes in tax laws, acquisitions and divestitures and the ability to utilize various tax credits and net operating loss carryforwards. Income tax expense also includes the impact of provision to tax return adjustments, changes in valuation allowances and reserve requirements for unrecognized tax benefits. Pre-tax earnings, income tax expense and effective income tax rate from continuing operations for the past two fiscal years were as follows:


(dollars in millions)	Year Ended August 31,
	2026		2025
Earnings before income tax expense	$	118		$	121
Income tax expense	28		28
Effective income tax rate	23.7	%		23.2	%

The fiscal 2026 and fiscal 2025 effective tax rates were 23.7% and 23.2%, respectively. The fiscal 2026 effective tax rate was slightly higher than the statutory 21% primarily as a result of state income taxes and taxes in foreign jurisdictions with rates higher than the U.S. which were partially offset by one-time tax benefits related to the lapse of the statute of limitations on uncertain tax positions, tax benefits related to stock compensation, and global tax planning initiatives that will not repeat in future periods due to certain tax attributes that are no longer available. Both the fiscal 2026 and fiscal 2025 income tax provisions were impacted by the mix of earnings in foreign jurisdictions with income tax rates different than the U.S. federal income tax rate and income tax benefits from global tax planning initiatives.

On July 4, 2025, H.R. 1, “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14”, commonly referred to as the “One Big Beautiful Bill Act,” was enacted in the United States. The Company has evaluated the impact of the guidance provided to date and determined that it did not have a material impact on the fiscal 2026 consolidated financial statements.

Liquidity and Capital Resources

At August 31, 2026, cash and cash equivalents were $175 million, comprised of $135 million of cash held by foreign subsidiaries and $40 million held domestically. The following table summarizes the cash flow attributable to operating, investing and financing activities:


(in millions)	Year Ended August 31,
	2026		2025
Cash provided by operating activities	$	130			$	111
Cash (used in) investing activities	(13)			(46)
Cash used in financing activities	(95)			(81)
Effect of exchange rate changes on cash	1			1
Net increase (decrease) from cash and cash equivalents	$	23			$	(15)

Cash flow provided by operations was $130 million for fiscal 2026 and $111 million for fiscal 2025. The $19 million increase in cash flow from operations was primarily the result of changes in working capital, in particular the lower inventory balance for fiscal 2026. Net cash used in investing activities was $13 million which is a $33 million decrease in cash used compared to the prior fiscal year. The decreased use of cash was due to the relatively lower cash outflow in fiscal 2026 compared to fiscal 2025, which included the payment of $27 million for the acquisition of DTA The Smart Move, S.A. (“DTA”) and increased capital expenditures relating to build-out costs for the Company's new headquarters location in

Milwaukee, Wisconsin. Cash used in financing activities increased to $95 million for fiscal 2026 compared to $81 million for fiscal 2025. The $14 million increase is primarily driven by increased share repurchases.

During fiscal 2023, the Company refinanced its credit facility resulting in an updated senior credit facility (the “Senior Credit Facility”) of $600 million, comprised of a $400 million revolving line of credit and a $200 million term loan, which was scheduled to mature in September 2027. On July 7, 2026, the Company entered into an agreement to amend the Senior Credit Facility to increase the revolving credit facility thereunder from $400 million to $625 million. The Senior Credit Facility contains restrictive covenants and financial covenants. See Note 8, “Debt ”in the notes to the consolidated financial statements for further details of the Senior Credit Facility. The Company was in compliance with all covenants, including the financial covenants, under the Senior Credit Facility at August 31, 2026. The unused credit line and amount available for borrowing under the revolving line of credit of the Senior Credit Facility, as amended, was $625 million at August 31, 2026.

On October 16, 2026, the Company refinanced its credit facility resulting in a new $850 million senior credit facility (the “New Senior Credit Facility”), comprised of a $550 million revolving line of credit and a $300 million term loan, which will mature in October 2031. See Note 18, “Subsequent Events” in the notes to the consolidated financial statements for further details.

We believe that the revolving credit facility under the New Senior Credit Facility, combined with our existing cash on hand and anticipated operating cash flows, will be adequate to meet operating, debt service, acquisition and capital expenditure funding requirements for the foreseeable future.

Primary Working Capital Management

We use primary working capital as a percentage of sales as a key metric for working capital efficiency. We define this metric as the sum of net accounts receivable and net inventory less accounts payable, divided by the past three months' sales annualized. The following table shows the components of our primary working capital:


	August 31, 2026		August 31, 2025
(dollars in millions)	$		PWC %		$		PWC %
Accounts receivable, net	$	113			15	%		$	106			16	%
Inventory, net	71			10	%		79			12	%
Accounts payable	(43)			(6)	%		(43)			(6)	%
Net primary working capital	$	141			19	%		$	142			21	%

Total primary working capital was $141 million at August 31, 2026, which decreased from $142 million at August 31, 2025. Additional sales in Q4 of fiscal 2026 resulted in an increase in accounts receivable and a decrease in inventory at August 31, 2026 compared to the prior year.

Capital Expenditures

The majority of our manufacturing activities consist of assembly operations. We believe that our capital expenditure requirements are not as extensive as other industrial companies given the nature of our operations. Capital expenditures associated with continuing operations were $11 million and $19 million in fiscal 2026 and 2025, respectively. The decrease during fiscal 2026 is primarily related to a reduction in capital expenditures at the corporate segment compared to fiscal 2025, when additional expenditures occurred related to the build-out of the Company's new headquarters location in Milwaukee, Wisconsin.

Commitments and Contingencies

Given our desire to allocate cash flow and revolver availability to fund growth initiatives, we have historically leased most of our facilities and some operating equipment. We lease certain facilities, computers, equipment and vehicles under various operating lease agreements, generally over periods ranging from one to twenty years. Under most arrangements, we pay the property taxes, insurance, maintenance and expenses related to the leased property. Many of our leases include provisions that enable us to renew the leases at contractually agreed rates or, less commonly, based upon market rental rates on the date of expiration of the initial leases.

We had outstanding commercial letters of credit of $4 million and surety bonds of $3 million at August 31, 2026, while we had $6 million of outstanding letters of credit and $5 million of surety bonds at August 31, 2025. Most of these instruments relate to commercial contracts and self-insured workers’ compensation programs.

Additional detail regarding contingencies is included in Note 17, “Commitments and Contingencies ” in the notes to the consolidated financial statements, which is incorporated by reference.

Contractual Obligations

Our predominant sources of contractual obligations include the payment of interest and principal on our outstanding line of credit, our operating lease portfolio, certain employee-related benefit plans and agreements with certain suppliers related to the procurement of inventory.

The timing of principal payments associated with our revolving line of credit is disclosed in Note 8, “Debt ” in the notes to the consolidated financial statements. We pay interest monthly based on prevailing interest rates at the time and the balance outstanding on our revolving line of credit.

Our lease contracts are primarily for real estate, vehicles, and manufacturing equipment. See Note 11, “Leases ” in the notes to the consolidated financial statements for future minimum lease payments associated with our lease portfolio.

We have long-term obligations related to our deferred compensation, pension and postretirement plans that are summarized in Note 12, “Employee Benefit Plans” in the notes to the consolidated financial statements.

As part of our global sourcing strategy, we have entered into agreements with certain suppliers that require the supplier to maintain minimum levels of inventory to support certain products for which we require a short lead time to fulfill customer orders. We have the ability to notify the supplier that they no longer need to maintain the minimum level of inventory should we discontinue manufacturing a product during the contract period; however, we must purchase the remaining minimum inventory levels the supplier was required to maintain within a defined period of time. These contracts allow for us to terminate with appropriate notice so long as we utilize the remaining inventory on hand at the supplier and there are no overall minimum volumes in these contracts other than what the supplier is required to maintain on hand at any given point in time.

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with US GAAP. This requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. The following estimates are considered by management to be the most critical in understanding judgments involved in the preparation of our consolidated financial statements and uncertainties that could impact our results of operations, financial position and cash flow.

Accounts receivable, net: Accounts receivable, net is recorded based on the contractual value of our accounts receivable, net of an estimated allowance for credit losses representing management’s best estimate of the amount of receivables that are not probable of collection. Accounts receivable, net was $113 million as of August 31, 2026, which is net of a $3 million allowance for credit losses. Our customer base generally consists of financially reputable distributors, agents, OEMs, and other customers with whom we have long standing relationships, and historically we have not experienced significant bad debt expense as a percentage of our annual net sales (bad debt expense as a percentage of net sales was less than 0.5% for each of the years ended August 31, 2026, 2025, and 2024).

Inventories: Inventory cost is determined using the last-in, first-out (“LIFO”) method for a portion of U.S. owned inventory (approximately 47% of total inventories at both August 31, 2026 and 2025). If the LIFO method were not used, inventory balances would be higher than amounts presented in the Consolidated Balance Sheet by $17 million and $18 million at August 31, 2026 and 2025, respectively. We perform an analysis on historical sales usage of individual inventory items on hand and record a reserve to adjust inventory cost to net realizable value, if necessary. The inventory valuation assumptions used are based on historical experience. We believe that such estimates are made based on consistent and appropriate methods; however, actual results may differ from these estimates under different assumptions or conditions.

Goodwill and Indefinite-lived intangibles: Goodwill, trademarks and certain tradenames have indefinite lives and are not amortized. However, goodwill and intangible assets are tested annually for impairment, and may be tested more frequently if any triggering events occur that would reduce the recoverability of the asset. In conducting the annual impairment test for goodwill, we have the option to first assess qualitative factors to determine whether it is more likely than not (greater than 50% likelihood) the fair value of any reporting unit is less than its carrying amount. If a qualitative assessment determines an impairment is more likely than not, we are required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, we may elect to proceed directly to the quantitative impairment test.

In conducting a quantitative assessment for goodwill, we generally use a discounted cash flow model, which calculates fair value as the sum of the projected discounted cash flows over a discrete six-year period plus an estimated terminal value. Significant assumptions include forecasted revenues, operating profit margins, and discount rates applied to the future cash flows based on the respective reporting unit's estimated weighted average cost of capital. In certain circumstances, we also may review a market approach in which a trading multiple is applied to either forecasted EBITDA (earnings before interest, income taxes, depreciation and amortization) or anticipated proceeds of the reporting unit to arrive at the estimated fair value. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded. We perform our goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount exceeds the fair value of the

reporting unit, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value up to the amount of the recorded goodwill.

During 2026 and 2025 management performed a qualitative assessment over goodwill and indefinite-lived intangibles and determined quantitative testing was not necessary.

As such, no impairment charges were recorded during the years ended August 31, 2026 or 2025.

A considerable amount of management judgment is required in performing impairment tests, principally in determining the fair value of each reporting unit and the indefinite-lived intangible assets. While we believe our judgments and assumptions are reasonable, different assumptions could change the estimated fair values and, therefore, future additional impairment charges could be required. Prolonged weakening industry or economic trends, disruptions to our business, loss of significant customers, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in the use of the assets or in entity structure and divestitures may adversely impact the assumptions used in the valuations and ultimately result in future impairment charges.

Business Combinations and Purchase Accounting: Business combinations are accounted for using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their respective fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires knowledge of current market values and the values of assets in use, and often requires the application of judgment regarding estimates and assumptions. While the ultimate responsibility resides with management, for certain acquisitions we retain the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets, including intangible assets and tangible long-lived assets, and assumed liabilities including earn-out obligations. Acquired intangible assets, excluding goodwill, are valued using discounted cash flow methodology based on future cash flows specific to the type of intangible asset purchased.

In fiscal 2025, the Company acquired all of the assets and assumed certain liabilities of DTA for an initial purchase price of $26.7 million plus potential earn-out of €12.0 million to be paid at the end of the third year following the acquisition that is contingent upon the achievement of certain financial objectives. The Company is required to remeasure the fair value of this contingent consideration at each reporting date, with changes in fair value recognized in earnings. The Company used the Black-Scholes model to determine the fair value remeasurement of the potential earn-out payment. The significant assumptions used to remeasure the value of the potential earn-out included the forecasted gross profit and the discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions.

Defined Benefit Plans: We provide a variety of benefits to employees and former employees including, in some cases, pensions and postretirement health care. Plan assets and obligations are recorded based on an August 31 measurement date utilizing various actuarial assumptions such as discount rates, assumed rates of return on plan assets and health care cost trend rates. We determine the discount rate assumptions by referencing high-quality, long-term bond rates that are matched to the duration of our benefit obligations, with appropriate consideration of local market factors, participant demographics and benefit payment forecasts. At August 31, 2026 and 2025, the discount rates on domestic benefit plans were 5.7% and 5.2%, respectively. In estimating the expected return on plan assets, we consider historical returns, forward-looking considerations, inflation assumptions and the asset-allocation strategy in investing such assets. Domestic benefit plan assets consist primarily of participating units in mutual funds with equity-based strategies, mutual funds with fixed income-based strategies, and U.S. treasury securities. The expected return on domestic benefit plan assets was 6.4% for each of the fiscal years ended August 31, 2026 and 2025. A 25 basis point change in the assumptions for the discount rate or expected return on plan assets would not have materially changed the fiscal 2026 domestic benefit plan expense.

We review actuarial assumptions on an annual basis and make modifications based on current rates and trends, when appropriate. As required by US GAAP, the effects of any modifications are recorded currently or amortized over future periods. Based on information provided by independent actuaries and other relevant sources, we believe that the assumptions used are reasonable; however, changes in these assumptions could impact our financial position, results of operations or cash flow. See Note 12, “Employee Benefit Plans” in the notes to the consolidated financial statements for further discussion.

Income Taxes: Judgment is required to determine the annual effective income tax rate, deferred tax assets and liabilities, reserves for unrecognized tax benefits and any valuation allowances recorded against net deferred tax assets. Our effective income tax rate is based on annual income, statutory tax rates, tax planning opportunities available in the various jurisdictions in which we operate and other adjustments. Our annual effective income tax rate includes the impact of discrete income tax matters including adjustments to reserves for uncertain tax positions and the benefits of various income tax planning activities. Tax regulations require items to be included in our tax returns at different times than these same items are reflected in our consolidated financial statements. As a result, the effective income tax rate in our consolidated financial statements differs from that reported in our tax returns. Some of these differences are permanent, such as expenses that are not tax deductible, while others are temporary differences, such as amortization and depreciation expenses.

Temporary differences create deferred tax assets and liabilities, which are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We establish valuation allowances for our deferred tax assets when the amount of expected future taxable income is not large enough to utilize the entire deduction or credit. Relevant factors in determining the realizability of deferred tax assets include future taxable income, the expected timing of the reversal of temporary differences, tax planning strategies and the expiration dates of the various tax attributes.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The diverse nature of our business activities necessitates the management of various financial and market risks, including those related to changes in interest rates, foreign currency exchange rates and commodity costs.

Interest Rate Risk—As of August 31, 2026, long-term debt consisted of no borrowings under the revolving line of credit (variable rate debt) and $183 million of term-loan debt bearing interest based on SOFR (variable rate). An interest-rate swap effectively converts the SOFR-based rate of $90 million of term borrowings under our credit facility to a fixed rate. A ten percent increase in the average costs of our variable-rate debt would have resulted in a $1 million increase in financing costs for the fiscal year ended August 31, 2026.

Foreign Currency Risk—We maintain operations in the U.S. and various foreign countries. Our more significant non-U.S. operations are located in Australia, the Netherlands, the United Kingdom, Spain, Saudi Arabia and China, and we have foreign currency risk relating to receipts from customers, payments to suppliers and intercompany transactions denominated in foreign currencies. Under certain conditions, we enter into hedging transactions (primarily foreign currency exchange contracts) that enable us to mitigate the potential adverse impact of foreign currency exchange rate risk (see Note 10, “Derivatives” in the notes to the consolidated financial statements for further information). We do not engage in trading or other speculative activities with these transactions, as established policies require that these hedging transactions relate to specific currency exposures.

The strengthening of the U.S. dollar can have an unfavorable impact on our results of operations and financial position as foreign denominated operating results are translated into U.S. dollars. To illustrate the potential impact of changes in foreign currency exchange rates on the translation of our results of operations, annual sales and operating profit were remeasured assuming a ten percent reduction in foreign exchange rates compared to the U.S. dollar. Under this assumption, annual sales would have been $30 million lower and operating profit would have been $4 million lower for the fiscal year ended August 31, 2026. This sensitivity analysis assumes that each exchange rate would change in the same direction relative to the U.S. dollar and excludes the potential effects that changes in foreign currency exchange rates may have on actual sales or price levels. Similarly, a ten percent decline in foreign currency exchange rates relative to the U.S. dollar on our August 31, 2026 financial position would result in a $38 million reduction to equity (accumulated other comprehensive loss), as a result of non-U.S. dollar denominated assets and liabilities being translated into U.S. dollars, our reporting currency.

Commodity Risk—We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials, such as steel and plastic resin, are subject to price fluctuations which could have a negative impact on our results. We strive to timely pass along such commodity price increases to customers to avoid profit margin erosion.

Item 8. Financial Statements and Supplementary Data


	Page
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP: PCAOB ID 42)	29



Consolidated Statements of Earnings for the years ended August 31, 2026, 2025 and 2024	32

Consolidated Statements of Comprehensive Income for the years ended August 31, 2026, 2025 and 2024	33

Consolidated Balance Sheets as of August 31, 2026 and 2025	34

Consolidated Statements of Cash Flows for the years ended August 31, 2026, 2025 and 2024	35

Consolidated Statements of Shareholders’ Equity for the years ended August 31, 2026, 2025 and 2024	36

Notes to Consolidated Financial Statements	37

INDEX TO FINANCIAL STATEMENT SCHEDULE

Schedule II—Valuation and Qualifying Accounts for the years ended August 31, 2026, 2025 and 2024	63

All other schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Enerpac Tool Group Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Enerpac Tool Group Corp. (the Company) as of August 31, 2026 and 2025, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended August 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2026, in conformity with U.S. generally accepted accounting principles.

We also have 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 August 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 29, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) 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 the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


	Remeasurement of the potential contingent earn-out related to the acquisition of DTA The Smart Move , S.A.
Description of the Matter	As described in Note 5 to the consolidated financial statements, during the year ended August 31, 2025, the Company completed its acquisition of DTA The Smart Move, S.A. (\"DTA\") for consideration of $26.7 million, plus contingent consideration of up to €12.0 million. The contingent consideration is payable at the end of the third year following the acquisition and is based on the achievement of specified financial targets. The Company is required to remeasure the fair value of the contingent consideration at each reporting date, with changes in fair value recognized in earnings. Auditing the Company's remeasurement of the contingent earn-out was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of the potential earn-out of €2.9 million. The significant estimation uncertainty of the remeasurement of the potential earn-out was primarily due to the sensitivity of the respective fair values to underlying assumptions about the business’ projected achievement of certain financial objectives. The Company used the Black-Scholes model to determine the fair value remeasurement of the potential earn-out payment. The significant assumptions used to remeasure the value of the potential earn-out included the forecasted gross profit and the discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for the remeasurement of the potential earn-out. For example, our tests included controls over the remeasurement process supporting the recognition and measurement of the potential earn-out. We also tested management’s review of the valuation model and significant assumptions used in the valuation. To test the fair value remeasurement of the potential earn-out, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We evaluated the methodology used by the Company and significant assumptions included in the fair value estimate and we evaluated the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical results.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020.

Milwaukee, Wisconsin

October 29, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Enerpac Tool Group Corp.

Opinion on Internal Control Over Financial Reporting

We have audited Enerpac Tool Group Corp.’s internal control over financial reporting as of August 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Enerpac Tool Group Corp. (the Company) maintained, in all material respects, effective internal control over financial reporting as of August 31, 2026, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2026 and 2025, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended August 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated October 29, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Milwaukee, Wisconsin

October 29, 2026

ENERPAC TOOL GROUP CORP.

CONSOLIDATED STATEMENTS OF EARNINGS


(in millions, except per share amounts)	Year Ended August 31,
	2026		2025		2024
Net sales
Product	$	546.1			$	500.1		$	474.0
Service & rental	106.2			116.8			115.5
Total net sales	652.3			616.9			589.5
Cost of products sold
Product	252.1			227.7			212.8
Service & rental	79.0			77.4			75.7
Total cost of products sold	331.1			305.1			288.5
Gross profit	321.2			311.8			301.0

Selling, general and administrative expenses	182.4			166.8			168.6
Amortization of intangible assets	6.3			5.6			3.3
Restructuring charges	3.3			5.9			7.4
Impairment & divestiture charges	—			—			0.1
Operating profit	129.2			133.5			121.6
Financing costs, net	9.0			9.9			13.5
Other expense, net	2.7			2.9			2.6
Earnings before income tax expense	117.5			120.7			105.5
Income tax expense	27.8			28.0			23.3
Net earnings from continuing operations	89.7			92.7			82.2
Earnings from discontinued operations, net of income taxes	—			—			3.5
Net earnings	$	89.7			$	92.7		$	85.7

Earnings per share from continuing operations
Basic	$	1.73			$	1.72		$	1.51
Diluted	$	1.72			$	1.70		$	1.50

Earnings per share from discontinued operations
Basic	$	—			$	—		$	0.07
Diluted	$	—			$	—		$	0.06

Earnings per share
Basic	$	1.73			$	1.72		$	1.58
Diluted	$	1.72			$	1.70		$	1.56

Weighted average common shares outstanding
Basic	51.8			54.0			54.3
Diluted	52.2			54.5			54.9

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

ENERPAC TOOL GROUP CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(in millions)	Year Ended August 31,
	2026		2025		2024
Net earnings	$	89.7			$	92.7		$	85.7
Other comprehensive income, net of tax
Foreign currency translation adjustments	1.3			10.2			3.1
Pension and other postretirement benefit plans	2.3			2.1			1.2
Cash flow hedges	0.4			—			0.5
Total other comprehensive income, net of tax	4.0			12.3			4.8
Comprehensive income	$	93.7			$	105.0		$	90.5

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

ENERPAC TOOL GROUP CORP.

CONSOLIDATED BALANCE SHEETS


(in millions, except share and per share amounts)	August 31,
	2026		2025
A S S E T S
Current assets
Cash and cash equivalents	$	174.7			$	151.6
Accounts receivable, net	113.0			106.1
Inventories, net	70.7			78.8
Other current assets	48.5			39.6
Total current assets	406.9			376.1
Property, plant and equipment, net	54.4			53.3
Goodwill	289.7			289.8
Other intangible assets, net	43.0			46.9
Other long-term assets	64.6			61.8
Total assets	$	858.6			$	827.9


L I A B I L I T I E S A N D S H A R E H O L D E R S’ E Q U I T Y
Current liabilities
Current maturities of long-term debt	$	10.0			$	7.5
Trade accounts payable	42.8			42.9
Accrued compensation and benefits	32.7			28.1
Income taxes payable	7.9			5.4
Other current liabilities	55.5			53.2
Total current liabilities	148.9			137.1
Long-term debt, net	172.3			182.2
Deferred income taxes	10.9			6.2
Pension and postretirement benefit liabilities	5.8			7.1
Other long-term liabilities	67.6			61.6
Total liabilities	405.5			394.2
Shareholders’ equity
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 51,185,430 and 52,946,336 shares, respectively	10.2			10.6
Additional paid-in capital	252.0			243.1
Retained earnings	291.0			284.1
Accumulated other comprehensive loss	(100.1)			(104.1)
Stock held in trust	(5.4)			(3.5)
Deferred compensation liability	5.4			3.5
Total shareholders' equity	453.1			433.7
Total liabilities and shareholders' equity	$	858.6			$	827.9

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

ENERPAC TOOL GROUP CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS


(in millions)	Year Ended August 31,
	2026		2025		2024
Operating Activities
Net earnings	$	89.7			$	92.7		$	85.7
Less: Earnings from discontinued operations, net of income taxes	—			—			3.5
Net earnings from continuing operations	89.7			92.7			82.2
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities - continuing operations:
Impairment & divestiture charges	—			—			0.1
Depreciation and amortization	17.5			15.7			13.3
Stock-based compensation expense	12.1			13.0			10.9
Deferred income taxes	5.5			(0.2)			0.4
Amortization of debt issuance costs	0.6			0.6			0.6
Provision for bad debts	1.1			0.9			0.3
Other non-cash expenses	(1.5)			1.2			0.2
Changes in components of working capital and other, excluding acquisitions and divestitures:
Accounts receivable	(7.8)			3.4			(6.5)
Inventories	8.5			(3.2)			3.6
Trade accounts payable	(0.4)			(4.2)			(7.4)
Prepaid expenses and other assets	(14.2)			(15.6)			2.2
Income tax accounts	4.7			1.7			4.5
Accrued compensation and benefits	5.7			1.6			(7.2)
Other accrued liabilities	8.7			3.7			(13.2)
Cash provided by operating activities - continuing operations	130.2			111.3			84.0
Cash used in operating activities - discontinued operations	—			—			(2.7)
Cash provided by operating activities	130.2			111.3			81.3

Investing Activities
Capital expenditures	(10.6)			(19.3)			(11.4)
Cash paid for business acquisitions, net of cash acquired	—			(26.7)			—


Purchase of business assets	(2.0)			—			(1.4)
Other	—			—			(1.1)

Cash used in investing activities	(12.6)			(46.0)			(13.9)

Financing Activities
Borrowings on revolving credit facility	14.0			14.4			62.7
Principal repayments on revolving credit facility	(14.0)			(14.4)			(78.7)
Principal repayments on term loan	(7.5)			(5.0)			(3.8)




Purchase of treasury shares	(81.1)			(68.7)			(38.3)
Stock options, taxes paid related to the net share settlement of equity awards and other	(3.1)			(5.5)			4.0
Payment of cash dividend	(2.1)			(2.2)			(2.2)
Other	(1.5)			—			—

Cash used in financing activities	(95.3)			(81.4)			(56.3)

Effect of exchange rate changes on cash	0.8			0.6			1.6
Net increase (decrease) from cash and cash equivalents	23.1			(15.5)			12.7
Cash and cash equivalents - beginning of period	151.6			167.1			154.4
Cash and cash equivalents - end of period	$	174.7			$	151.6		$	167.1

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

ENERPAC TOOL GROUP CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


(in millions)	Common Stock	Additional Paid-in Capital		Treasury Stock	Retained Earnings		Accumulated Other Comprehensive Loss		Stock Held In Trust		Deferred Compensation Liability	Total Shareholders’ Equity
	Issued Shares	Amount
Balance at August 31, 2023	83.8		$	16.7		$	220.5			$	(800.5)		$	1,011.1		$	(121.2)			$	(3.5)	$	3.5	$	326.6
Net earnings	—		—		—			—			85.7		—		—			—			85.7
Other comprehensive loss, net of tax	—		—		—			—			—		4.8		—			—			4.8
Stock contribution to employee benefit plans and other	—		—		0.2			—			—		—		—			—			0.2
Vesting of equity awards	0.2		—		—			—			—		—		—			—			—
Cash dividend ($0.04 per share)	—		—		—			—			(2.1)		—		—			—			(2.1)
Stock based compensation expense	—		—		10.9			—			—		—		—			—			10.9
Stock option exercises	0.3		0.1		6.8			—			—		—		—			—			6.9
Tax effect related to net share settlement of equity awards	—		—		(3.1)			—			—		—		—			—			(3.1)
Stock issued to, acquired for and distributed from rabbi trust	—		—		0.4			—			—		—		(0.3)			0.3			0.4
Treasury stock repurchased	—		—		—			(38.3)			—		—		—			—			(38.3)
Treasury stock retired	(30.1)		(6.0)		—			838.8			(832.8)		—		—			—			—
Balance at August 31, 2024	54.2		10.8		235.7			—			261.9		(116.4)		(3.8)			3.8			392.0
Net earnings	—		—		—			—			92.7		—		—			—			92.7
Other comprehensive loss, net of tax	—		—		—			—			—		12.3		—			—			12.3
Stock contribution to employee benefit plans and other	—		—		0.6			—			—		—		—			—			0.6
Vesting of equity awards	0.3		0.1		(0.1)			—			—		—		—			—			—
Cash dividend ($0.04 per share)	—		—		—			—			(2.1)		—		—			—			(2.1)
Stock based compensation expense	—		—		13.0			—			—		—		—			—			13.0
Stock option exercises	0.1		—		1.7			—			—		—		—			—			1.7
Tax effect related to net share settlement of equity awards	—		—		(7.9)			—			—		—		—			—			(7.9)
Stock issued to, acquired for and distributed from rabbi trust	—		—		0.1			—			—		—		0.3			(0.3)			0.1
Treasury stock repurchased and retired	(1.7)		(0.3)		—			—			(68.4)		—		—			—			(68.7)
Balance at August 31, 2025	52.9		10.6		243.1			—			284.1		(104.1)		(3.5)			3.5			433.7
Net earnings	—		—		—			—			89.7		—		—			—			89.7
Other comprehensive loss, net of tax	—		—		—			—			—		4.0		—			—			4.0
Stock contribution to employee benefit plans and other	—		—		0.6			—			—		—		—			—			0.6
Vesting of equity awards	0.2		—		—			—			—		—		—			—			—
Cash dividend ($0.04 per share)	—		—		—			—			(2.1)		—						(2.1)
Stock based compensation expense	—		—		12.1			—			—		—		—			—			12.1
Stock option exercises	0.1		—		2.2			—			—		—		—			—			2.2
Tax effect related to net share settlement of equity awards	—		—		(6.0)			—			—		—		—			—			(6.0)
Stock issued to, acquired for and distributed from rabbi trust	—		—		—			—			—		—		(1.9)			1.9			—
Treasury stock repurchased and retired	(2.0)		(0.4)		—			—			(80.7)		—		—			—			(81.1)
Balance at August 31, 2026	51.2		$	10.2		$	252.0			$	—		$	291.0		$	(100.1)			$	(5.4)	$	5.4	$	453.1

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

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Nature of Operations: Enerpac Tool Group Corp. (the “Company”) is a premier industrial tools, services, technology and solutions company serving a broad and diverse set of customers in more than 100 countries. The Company has one reportable segment, Industrial Tools & Services (“IT&S”), and an Other operating segment, which does not meet the criteria to be considered a reportable segment. The IT&S segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the refinery/petrochemical; general industrial; industrial MRO; machining & manufacturing; power generation; infrastructure; mining and other markets.

Consolidation and Presentation: The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The results of companies acquired or disposed of during the year are included in the consolidated financial statements from the effective date of acquisition or until the date of divestiture. All intercompany balances, transactions and profits have been eliminated in consolidation. The terms “the Company,” “we,” and “our” refer to Enerpac Tool Group Corp. and its subsidiaries, unless the context requires that such terms refer only to Enerpac Tool Group Corp. References to fiscal years, such as “fiscal 2026,” are to the fiscal year ending on August 31 of the specified year.

Cash Equivalents: The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents.

Inventories: Inventories are comprised of material, direct labor and manufacturing overhead. A portion of inventory is recorded on the first-in, first-out or average cost method and is stated at the lower of cost or net realizable value. A portion of U.S. owned inventory is determined using the last-in, first-out (“LIFO”) method (46.6% and 47.3% of total inventories as of August 31, 2026 and 2025, respectively). If the LIFO method were not used, inventory balances would be higher than reported amounts in the consolidated balance sheets by $17.0 million and $18.1 million at August 31, 2026 and 2025, respectively. During the fiscal year ended August 31, 2026, the Company experienced a liquidation of LIFO inventory layers, which resulted in a decrease in cost of goods sold and a corresponding increase in pre-tax income of approximately $1.7 million. This increase in income is attributable to the liquidation of inventory carried at lower historical costs.

The nature of the Company’s products is such that they generally have a very short production cycle. Consequently, the amount of work-in-process at any point in time is minimal. In addition, many parts or components are ultimately either sold individually or assembled with other parts making a distinction between raw materials and finished goods impractical to determine. Certain locations maintain and manage their inventories using a job cost system where the distinction of categories of inventory by state of completion is also not available. As a result of these factors, it is neither practical nor cost effective to segregate the amounts of raw materials, work-in-process or finished goods inventories at the respective balance sheet dates, as segregation would only be possible as the result of physical inventories which are taken at dates different from the balance sheet dates.

Property, Plant and Equipment: Property, plant and equipment are stated at cost. Plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from ten to forty years for buildings and improvements and two to fifteen years for machinery and equipment. Equipment includes assets which are rented to customers of the IT&S segment. Leasehold improvements are amortized over the shorter of the life of the related asset or the term of the lease. Depreciation expense was $11.2 million, $10.1 million and $10.0 million for the years ended August 31, 2026, 2025 and 2024, respectively. The following is a summary of the Company's components of property, plant and equipment:


	August 31,
(in millions)	2026		2025
Land, buildings and improvements	$	27.5			$	27.3
Machinery and equipment	156.3			152.1
Gross property, plant and equipment	183.8			179.4
Less: Accumulated depreciation	(129.4)			(126.1)
Property, plant and equipment, net	$	54.4			$	53.3

Leases: We determine if an arrangement contains a lease in whole or in part at the inception of the contract and identify classification of the lease as financing or operating. We account for the underlying operating lease asset at the individual lease level. Operating leases are recorded as operating lease right-of-use (“ROU”) assets in “Other long-term assets” and operating lease liabilities in “Other current liabilities” and “Other long-term liabilities” on the Consolidated Balance Sheets.

All leases greater than 12 months result in recognition of a ROU asset and a liability at the lease commencement date and are recorded at the present value of the future minimum lease payments over the lease term. The lease term is equal to the initial term at commencement plus any renewal or extension options that the Company is reasonably certain will be exercised. ROU

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

assets at the date of commencement are equal to the amount of the initial lease liability, the initial direct costs incurred by the Company and any prepaid lease payments less any incentives received. Lease expense for operating leases is recognized on a straight-line basis over the lease term or remaining useful life. As most of our leases do not provide the information required to determine the implicit rate, we utilize a consolidated group incremental borrowing rate for all leases as the Company has centralized treasury operations. The incremental borrowing rate is derived through a combination of inputs such as the Company's credit rating, impact of collaborated borrowing capabilities and lease term.

Leases with the duration of less than one-year are not recognized on the balance sheet and are expensed on a straight-line basis over the lease term. In addition, we do not separate lease components from non-lease components for all asset classes.

Goodwill and Other Intangible Assets: Goodwill and other intangible assets with indefinite lives are not subject to amortization, but are subject to annual impairment testing. Other intangible assets with definite lives, consisting primarily of purchased customer relationships, patents, trademarks and tradenames, are amortized over periods from one to twenty-five years.

The Company’s goodwill is tested for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. In conducting the annual impairment test for goodwill, the Company first assesses qualitative factors to determine whether it is more likely than not (greater than 50% likelihood) the fair value of any reporting unit is less than its carrying amount. If a qualitative assessment determines an impairment is more likely than not, we are required to perform a quantitative impairment test. Otherwise, no further analysis is required. Alternatively, we may elect to proceed directly to the quantitative impairment test. When a quantitative test is deemed necessary, the Company estimates fair value for its reporting units using a fair value method based on management’s judgments and assumptions. In estimating the fair value, the Company utilizes a discounted cash flow model, which is dependent on a number of assumptions, most significantly forecasted revenues and operating profit margins, and the weighted average cost of capital, or a market value approach if appropriate information is available as of the goodwill impairment assessment date. The estimated fair value of the reporting unit is compared to the carrying amount of the reporting unit, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recorded and should not exceed the total amount of goodwill allocated to the reporting unit. Indefinite-lived intangible assets are also subject to an annual impairment test. On an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired, the fair value of the indefinite-lived intangible assets are evaluated by the Company to determine if an impairment charge is required. A considerable amount of management judgment is required in performing impairment tests, principally in determining the fair value of each reporting unit and the indefinite-lived intangible assets.

Product Warranty Costs: The Company generally offers its customers an assurance warranty on products sold, although warranty periods may vary by product type and application. The reserve for future warranty claims, which is recorded within the “Other current liabilities” line on the Consolidated Balance Sheets, is based on historical claim rates and current warranty cost experience. The following is a roll-forward of the changes in product warranty reserves for fiscal 2026 and 2025:


	August 31,
(in millions)	2026		2025
Beginning balance	$	1.1			$	0.5
Provision for warranties	0.9			1.2
Warranty payments and costs incurred	(0.9)			(1.1)
Warranty activity for acquired businesses	—			0.4
Impact of changes in foreign currency rates	—			0.1
Ending balance	$	1.1			$	1.1

Revenue from Contracts with Customers: The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control of a distinct good or service to a customer.

Under normal circumstances, the Company invoices the customer once transfer of control has occurred and has a right to payment. The typical payment terms vary based on the customer and the types of goods and services in the contract. The period of time between invoicing and when payment is due is not significant, as our standard payment terms are less than one year. Amounts billed and due from customers are classified as accounts receivables on the Consolidated Balance Sheets.

Customer sales are recorded net of allowances for returns and discounts, which are recognized as a deduction from sales at the time of sale. The Company commits to one-time or on-going trade discounts and promotions with customers that require the Company to estimate and accrue the ultimate costs of such programs. The Company generally does not require collateral or

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

other security for receivables and provides for an allowance for credit losses based on historical experience and a review of its existing receivables. Accounts receivable are stated net of an allowance for credit losses of $3.0 million and $3.8 million at August 31, 2026 and 2025, respectively. During fiscal 2025 the Company wrote off approximately $12.9 million in credit loss allowances related to charges that were incurred prior to fiscal 2023.

Taxes Collected: Taxes collected by the Company from a customer concurrent with revenue-producing activities are excluded from “Net sales” within the Consolidated Statements of Earnings.

Tariff Refunds: Commencing in April 2025, the U.S. government implemented tariffs of at least 10% on goods imported from nearly all countries pursuant to the International Emergency Economic Powers Act (“IEEPA”). In February 2026, the U.S. Supreme Court ruled that these tariffs imposed under IEEPA were invalid. Subsequently, the U.S. Court of International Trade ruled that the collected tariffs in question must be refunded in accordance with the law. The U.S. government has appealed certain aspects of the Court of International Trade's orders relating to the refund of certain finally liquidated entries. U.S. Customs and Border Protection (“CBP”) has implemented the Consolidated Administration and Processing of Entries (“CAPE”) process to facilitate the submission and processing of valid requests for refunds of IEEPA duties. The Company has initiated the process of requesting refunds for IEEPA tariffs previously paid.

We applied the loss recovery model and determined the expected receipt of the refund of the previously paid IEEPA tariffs is probable. We estimate the amount of the probable refund to be $7.2 million, which was recorded in the year ended August 31, 2026 within “Other current assets” in the Consolidated Balance Sheets and as a reduction to “Cost of products sold” in the Consolidated Statements of Earnings. The net impact of IEEPA tariffs, inclusive of the refund, and the cash received from the refund process, were immaterial during the year ended August 31, 2026.

Shipping and Handling Costs: The Company records costs associated with shipping its products after control over a product has transferred to a customer and are accounted for as fulfillment costs. These costs are reported in the Consolidated Statements of Earnings in “Cost of products sold.”

Research and Development Costs: Research and development costs consist primarily of engineering and development resources and are expensed as incurred. Such costs incurred in the development of new products or significant improvements to existing products were $15.4 million, $14.5 million and $12.4 million in fiscal 2026, 2025 and 2024, respectively. The Company also incurs significant costs in connection with fulfilling custom orders and developing solutions for unique customer needs which are not included in these research and development expense totals.

Other Income/Expense: Other income and expense primarily consists of net foreign currency exchange transaction losses of $1.6 million, $1.6 million and $2.1 million in fiscal 2026, 2025 and 2024, respectively.

Financing Costs: Financing costs represent interest expense, financing fees and amortization of debt issuance costs, net of interest income. Interest income was $1.9 million, $2.3 million and $2.5 million for fiscal 2026, 2025 and 2024, respectively.

Income Taxes: The provision for income taxes includes federal, state, local and non-U.S. taxes on income. Tax credits, primarily for non-U.S. earnings, are recognized as a reduction of the provision for income taxes in the year in which they are available for U.S. tax purposes. Deferred taxes are provided on temporary differences between assets and liabilities for financial and tax reporting purposes as measured by enacted tax rates expected to apply when temporary differences are settled or realized. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is established for deferred tax assets for which realization is not more likely than not of being realized. The Company's general policy is for non-U.S. subsidiary earnings to be indefinitely reinvested to the extent the remittance results in an incremental U.S. tax liability. However, the Company routinely analyzes the factors surrounding global cash needs and future cash utilization to determine if exceptions exist and establishes deferred tax liabilities for associated future tax costs. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense and treats any taxes due on future U.S. inclusions in taxable income under the Global Intangible Low-Taxed Income (“GILTI”) provision as a current period tax expense.

Foreign Currency Translation: The financial statements of the Company’s foreign operations are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and an appropriate weighted average exchange rate for each applicable period within the Consolidated Statements of Earnings. Translation adjustments are reflected in the Consolidated Balance Sheets and Consolidated Statements of Shareholders' Equity caption “Accumulated other comprehensive loss.”

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Accumulated Other Comprehensive Loss: The following is a summary of the components included within accumulated other comprehensive loss:


	August 31,
(in millions)	2026		2025
Foreign currency translation adjustments, net of tax	$	87.7			$	89.0
Pension and other postretirement benefit plans, net of tax	12.8			15.1
Cash flow hedges, net of tax	(0.4)			—
Accumulated other comprehensive loss	$	100.1			$	104.1

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates the estimates and assumptions related to the allowance for credit losses, inventory valuation, warranty reserves, goodwill, intangible and long-lived asset valuations, employee benefit plan liabilities, over-time revenue recognition, income tax liabilities, deferred tax assets and related valuation allowances, uncertain tax positions, restructuring reserves, and litigation and other loss contingencies.

The Company manages the profitability of its product and service & rental categories on a combined basis given the complexity of the business model. This model includes providing integrated product and service solutions resulting in facilities that generate revenues from both product and service & rental categories, which also have indirect and facility overhead costs included in cost of sales. As such, judgment and estimates are required to disaggregate product and service & rental cost of sales including allocating indirect and facility overhead costs between cost of product sales and the cost of service & rental sales. Changes in these judgments and estimates could materially change the allocation of the indirect and facility overhead costs to the different sales categories and the resulting ratio of cost of sales to net sales by category. Because the sales mix heavily favors the product category, a change in the mix of cost of sales between the sales categories would have a more significant impact on the ratio of cost of sales to net sales for the service & rental category.

Recently Adopted Accounting Pronouncements

Effective August 31, 2026, the Company adopted Accounting Standards Update 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”) on a prospective basis. This ASU establishes new income tax disclosures to consistently categorize and provide greater disaggregation of information in the rate reconciliation, including dollar value and percentage impacts of each component of the reconciliation, as well as further disaggregates income taxes paid. This guidance is effective for fiscal years beginning after December 15, 2024, and interim periods thereafter. The adoption did not affect the Company’s financial position, results of operations or cash flows as the standard only impacts financial statement footnote disclosures (see Note 13, “Income Taxes” for further information).

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03 “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is evaluating the impact of the adoption of ASU 2024-03 on the consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (ASU 2025-06), which replaces the stage-based capitalization model for the treatment of development costs of internal-use software with a principles-based framework, reflecting modern software development practices. In addition, ASU 2025-06 requires companies to capitalize software costs once management authorizes and commits to funding with probable completion and use. This guidance will be effective for annual reporting periods beginning after December 15, 2027, and for interim periods within annual reporting periods within those annual reporting periods, and allows multiple transition methods, including retrospective, prospective, or modified prospective application, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU 2025-06 on the consolidated financial statements.

In December 2025, the FASB issued Accounting Standards Update 2025-11, “Interim Reporting (Topic 270): Narrow-scope improvements” (ASU 2025-11). The amendments clarify the scope, form, and content of interim financial statement

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

disclosures and improve the navigability of Topic 270 without changing existing interim reporting requirements. The Company is currently evaluating the impact that the adoption of ASU 2025-11 will have on its condensed consolidated financial statements and related disclosures. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2025-11 will have on its interim financial reporting and related disclosures.

Note 2. Revenue from Contracts with Customers

Nature of Goods and Services

The Company generates its revenue under two principal activities, which are discussed below:

Product Sales: Sales of tools, heavy-lifting solutions, and rope solutions are recorded when control is transferred to the customer (i.e., performance obligation has been satisfied). For the majority of the Company’s product sales, revenue is recognized at a point in time when control of the product is transferred to the customer, which generally occurs when the product is shipped from the Company to the customer. For certain other products that are highly customized and have a limited alternative use, and for which the Company has an enforceable right of reimbursement for performance completed to date, revenue is recognized over time. We consider the input measure (efforts-expended or cost-to-cost) or output measure as a fair measure of progress for the recognition of over-time revenue associated with these custom products. For a majority of these customized products, machine hours and labor hours (efforts-expended measurement) are used as a measure of progress.

Service & Rental Sales: Service contracts consist of providing highly trained technicians to perform bolting, technical services, machining and joint-integrity work for our customers. These revenues are recognized over time as our customers simultaneously receive and consume the benefits provided by the Company. We consider the input measure (efforts-expended or cost-to-cost) or output measure as a fair measure of progress for the recognition of over-time revenue associated with service contracts. For a majority of the Company’s service contracts, labor hours (efforts-expended measurement) is used as the measure of progress when it is determined to be a better depiction of the transfer of control to the customer due to the timing and pattern of labor hours incurred. Revenue from rental contracts (less than one year and non-customized products) is generally recognized ratably over the contract term, depicting the customer’s consumption of the benefit related to the rental equipment.

Disaggregated Revenue and Performance Obligations

The Company disaggregates revenue from contracts with customers by reportable segment and product line and by the timing of when goods and services are transferred. See Note 16, “Business Segment, Geographic and Customer Information ” for information regarding our revenue disaggregation by reportable segment and product line.

The following table presents information regarding revenues disaggregated by the timing of when goods and services are transferred:


	Year Ended August 31,
(in millions)	2026		2025		2024
Revenues recognized at point in time	$	512.3			$	472.7		$	456.9
Revenues recognized over time	140.0			144.2			132.6
Total	$	652.3			$	616.9		$	589.5

Contract Balances

The Company's contract assets and liabilities are recorded as follows:


	August 31,
(in millions)	2026	2025
Accounts receivable, net	113.0		106.1
Contract assets, which are included in other current assets	16.9		11.8
Contract liabilities, which are included in other current liabilities	4.9		3.4

Accounts Receivable: The Company performs its obligations under a contract with a customer by transferring goods or services in exchange for consideration from the customer. The Company typically invoices its customers as soon as control of an asset is transferred and a receivable for the Company is established. Accounts receivable, net is recorded at face amount of

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

customer receivables less an allowance for credit losses. The Company maintains an allowance for credit losses for expected losses as a result of customers’ inability to make required payments. Management evaluates the aging of customer receivable balances, the financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of receivables that will not be collected in the future and records the appropriate provision. The allowance for credit losses was $3.0 million and $3.8 million at August 31, 2026 and 2025, respectively.

Contract Assets: Contract assets relate to the Company’s rights to consideration for work completed but not billed as of the reporting date on contracts with customers. The contract assets are transferred to receivables when the rights become unconditional. The Company has contract assets on contracts that are generally long-term and have revenues that are recognized over time.

Contract Liabilities: As of August 31, 2026, the Company had certain contracts where there were unsatisfied performance obligations and the Company had received cash consideration from customers before the performance obligations were satisfied. The majority of these contracts relate to long-term customer contracts (project durations of greater than three months) and are recognized over time. The Company estimates that $4.9 million will be recognized in net sales from satisfying those performance obligations within the next twelve months.

Timing of Performance Obligations Satisfied at a Point in Time: The Company evaluates when the customer obtains control of the product based on shipping terms, as control will transfer, depending upon such terms, at different points between the Company's manufacturing facility or warehouse and the customer’s location. The Company considers control to have transferred upon shipment or delivery because (i) the Company has a present right to payment at that time; (ii) the legal title has been transferred to the customer; (iii) the Company has transferred physical possession of the product to the customer; and (iv) the customer has significant risks and rewards of ownership of the product.

Variable Consideration: The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. Types of variable consideration may include rebates, incentives and discounts, among others, which are recorded as a reduction to net sales at the time when control of a performance obligation is transferred to the customer.

Practical Expedients & Exemptions: The Company elected to expense the incremental cost to obtaining a contract when the amortization period for such contracts would be one year or less. The Company does not disclose the value of unperformed obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed.

Note 3. ASCEND Transformation Program

In March 2022, the Company announced the start of its ASCEND transformation program. ASCEND’s key initiatives included accelerating organic growth strategies, improving operational excellence and production efficiency by utilizing a Lean approach, and driving greater efficiency and productivity in selling, general and administrative (“SG&A”) expense by better leveraging resources to create a more efficient and agile organization.

The following summarizes ASCEND transformation charges:


(in millions)	2024		Program to Completion
ASCEND Expense recorded in Cost of products sold	$	1.0			$	2.0
ASCEND Expense recorded in SG&A expenses	6.0			54.1
Total ASCEND Expense	7.0			56.1
Recorded with Restructuring charges	7.8			18.6
Total ASCEND Transformation Charges	$	14.8			$	74.7

The ASCEND program was completed as of August 31, 2024, with total program costs of $74.7 million, of which $18.6 million was restructuring charges. The restructuring charges incurred were predominately severance and other employee-related costs (see Note 4, “Restructuring Charges ”).

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 4. Restructuring Charges

The Company has undertaken or committed to various restructuring initiatives, including workforce reductions, leadership changes, plant consolidations to reduce manufacturing overhead, satellite office closures, the continued movement of production and product sourcing to low-cost alternatives and the centralization and standardization of certain administrative functions. Liabilities for severance are generally to be paid within twelve months, while future lease payments related to facilities vacated as a result of restructuring are to be paid over the underlying remaining lease terms.

On June 27, 2022, the Company approved a restructuring plan in connection with the initiatives identified as part of the ASCEND transformation program (see Note 3, “ASCEND Transformation Program”) to drive greater efficiency and productivity in global selling, general and administrative resources. The costs of this plan were predominately severance and other employee-related costs incurred as cash expenditures and impacting both IT&S and Corporate.

For the year ended August 31, 2024, the Company recorded $7.8 million, of restructuring charges associated with the ASCEND transformation program, inclusive of the Other Segment. No restructuring charges associated with the ASCEND transformation program were recorded for the year ended August 31, 2026 or 2025 as the ASCEND program ended at August 31, 2024, with a total restructuring charge of $18.6 million.

The following summarizes ASCEND restructuring reserve activity for the IT&S segment and Corporate:


(in millions)	IT&S		Corporate
Balance as of August 31, 2023	$	2.2			$	0.1
Restructuring charges	7.2			0.6
Cash payments	(5.4)			(0.4)
Other(1)	(0.5)			—
Balance as of August 31, 2024	3.5			0.2
Cash payments	(3.5)			(0.2)

Balance as of August 31, 2025	$	—			$	—

(1) Represents other non-cash items and impacts of changes in foreign currency rates.

During the third quarter of fiscal 2025, in light of the soft market conditions and as another step towards increasing efficiency of its selling, general and administrative spend, the Company incurred restructuring costs of $5.9 million, of which approximately three quarters was related to personnel actions and the remainder were charges associated with the Company's former headquarters location (the “FY25 Restructuring Plan”).

The following summarizes FY25 Restructuring Plan restructuring reserve activity for the IT&S segment and Corporate:


(in millions)	IT&S		Corporate
Balance as of August 31, 2024	$	—			$	—
Restructuring charges	2.5			3.4
Cash payments	(0.8)			—
Other(1)	—			(2.0)
Balance as of August 31, 2025	1.7			1.4
Restructuring charges	—			—
Cash payments	(1.5)			(1.4)
Other(1)	—			0.3
Balance as of August 31, 2026	$	0.2			$	0.3

(1) Represents other non-cash items and impacts of changes in foreign currency rates.

In the second quarter of fiscal 2026, the Company announced a new restructuring plan rightsizing our Hydratight service operation in the IT&S segment and reducing headcount in the segment to align with current market conditions, primarily in the EMEA Region (the “FY26 Restructuring Plan”). The restructuring is also designed to support our strategic transition of the IT&S segment toward a higher margin service business and growth objectives. In connection with the announcement of this plan, the Company recorded $3.3 million of restructuring costs in the year ended August 31, 2026.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following summarized reserve activity related to the FY26 Restructuring Plan for the IT&S segment:


(in millions)	IT&S
Balance as of August 31, 2025	$	—
Restructuring charges	3.3
Cash payments	(1.2)
Other(1)	(0.9)
Balance as of August 31, 2026	$	1.2

(1) Represents other non-cash items and impacts of changes in foreign currency rates.

Note 5. Acquisitions

On September 4, 2024, the Company acquired 100% of the stock of DTA The Smart Move, S.A. (“DTA”), a global leader in the industrial heavy loads transportation industry, designing and manufacturing mobile robotic solutions. The acquisition provides a complement to Enerpac's Heavy Lifting Technology product line and combines the Company's existing focus on vertical lift with DTA's specialization in horizontal movement enabling the Company to provide more comprehensive solutions for customers. The Company acquired all of the assets and assumed certain liabilities of DTA for an initial purchase price of $26.7 million plus potential earn-out of €12.0 million to be paid at the end of the third year following the acquisition that is contingent upon the achievement of certain financial objectives. The Company finalized the fair value of assets and liabilities acquired as of August 31, 2025. There were no material adjustments to the preliminary fair value allocation upon finalization.

Management has estimated the fair value of the earn-out liability to be €2.9 million and €2.5 million as of August 31, 2026 and 2025, respectively. The contingent consideration is payable at the end of the third year following the acquisition and is based on the achievement of specified financial targets. The Company is required to remeasure the fair value of the contingent consideration at each reporting date, with changes in fair value recognized in earnings. The Company used the Black-Scholes model to determine the fair value remeasurement of the potential earn-out payment. The significant assumptions used to remeasure the value of the potential earn-out included the forecasted gross profit and the discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions.

See Note 1 8 , “Subsequent Events ” for further information on the Company's acquisition of Specialized Fabrication Equipment Group LLC.

Note 6. Discontinued Operations and Other Divestiture Activities

Discontinued Operations

On October 31, 2019, as part of our overall strategy to become a pure-play industrial tools and services company, the Company completed the sale of the businesses comprising its former EC&S segment. This divestiture was considered part of our strategic shift to become a pure-play industrial tools and services company, and therefore, the results of operations are recorded as a component of “Earnings (loss) from discontinued operations, net of income taxes” in the Consolidated Statements of Earnings for all periods presented. All discontinued operations activity included within the Consolidated Statements of Earnings and the Consolidated Statements of Cash Flows for the periods presented relate to impacts from certain retained liabilities.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following represents the detail of “Earnings from discontinued operations, net of income taxes” within the Consolidated Statements of Earnings:


(in millions)	Year Ended August 31,
	2024
Selling, general and administrative (benefit)	$	(6.1)
Impairment & divestiture charges	—
Operating income	6.1
Other income, net	—
Earnings before income tax expense	6.1
Income tax expense	2.5
Earnings from discontinued operations, net of income taxes	$	3.5

Note 7. Goodwill, Intangible Assets and Long-Lived Assets

Changes in the gross carrying value of goodwill and intangible assets result from changes in foreign currency exchange rates, business acquisitions, divestitures and impairment charges. The changes in the carrying amount of goodwill for the years ended August 31, 2026 and 2025 by operating segment are as follows:


(in millions)	IT&S		Other		Total
Balance as of August 31, 2024	$	258.4			$	11.2		$	269.6
DTA Acquisition	14.7			—			14.7
Impact of changes in foreign currency rates	5.5			—			5.5
Balance as of August 31, 2025	278.6			11.2			289.8
Impact of changes in foreign currency rates	(0.1)			—			(0.1)
Balance as of August 31, 2026	$	278.5			$	11.2		$	289.7

The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows:


	Weighted Average Amortization Period (Year)	August 31, 2026		August 31, 2025
(in millions)	Gross	Accumulated Amortization		Net Book Value		Gross		Accumulated Amortization	Net Book Value
Amortizable intangible assets:
Customer relationships	14	$	115.2			$	106.3		$	8.9	$	115.0		$	104.1	$	10.9
Patents	12	11.2			10.0			1.2		11.2	9.8		1.4
Developed Technology	7	11.9			3.0			8.9		10.3	1.5		8.8
Trademarks and tradenames	7	7.5			5.1			2.4		7.3	3.1		4.2
Indefinite lived intangible assets:
Tradenames	N/A	21.6			—			21.6		21.6	—		21.6
		$	167.4			$	124.4		$	43.0	$	165.4		$	118.5	$	46.9

The Company estimates amortization expense for future years to be: $6.0 million in fiscal 2027, $3.9 million in fiscal 2028, $3.7 million in fiscal 2029, $2.9 million in fiscal 2030, $2.3 million in fiscal 2031, and $2.6 million in aggregate thereafter. The future amortization expense amounts represent estimates and may be impacted by future acquisitions, divestitures or changes in foreign currency exchange rates, among other causes.

In conjunction with our annual goodwill impairment assessment, the Company did not record any charges in fiscal 2026 or 2025.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 8. Debt

The following is a summary of the Company’s indebtedness:


	August 31,
(in millions)	2026		2025
Senior Credit Facility
Revolver	—			—
Term Loan	182.5			190.0
Total Senior Indebtedness	182.5			190.0
Less: Current maturities of long-term debt	(10.0)			(7.5)

Debt issuance costs	(0.2)			(0.3)
Total long-term debt, less current maturities	$	172.3			$	182.2

Senior Credit Facility

On September 9, 2022, the Company refinanced its previous senior credit facility with a $600 million senior credit facility, comprised of a $400 million revolving line of credit and a $200 million term loan, which was scheduled to mature in September 2027. The Company had the option to request up to $300 million of additional revolving commitments and/or term loans under this facility, subject to customary conditions, including the commitment of the participating lenders. This facility uses adjusted term SOFR as the interest rate benchmark and provides for interest rate margins above adjusted term SOFR ranging from 1.125% to 1.875% per annum depending on the Company’s net leverage ratio. In addition, a non-use fee is payable quarterly on the average unused amount of the revolving line of credit ranging from 0.15% to 0.3% per annum, based on the Company's net leverage. At August 31, 2026, the interest rate on the borrowings under the senior credit facility was adjusted term SOFR plus 1.125% per annum.

On July 7, 2026, pursuant to the provision of the senior credit facility permitting additional revolving commitments and/or term loans, the Company entered into an amendment to the agreement governing the senior credit facility to increase the revolving credit facility thereunder from $400 million to $625 million.

The facility contains financial covenants requiring the Company to not permit (i) the net leverage ratio, determined as of the end of each of its fiscal quarters, to exceed 3.75 to 1.00 (or, at the Company’s election and subject to certain conditions, 4.25 to 1.00 for the covenants period during which certain material acquisitions occur and the next succeeding four testing periods) or (ii) the interest coverage ratio, determined as of the end of each of its fiscal quarters, to be less than 3.00 to 1.00. Borrowings under the facility are secured by substantially all personal property assets of the Company and its domestic subsidiary guarantors (other than certain specified excluded assets) and equity interests of certain subsidiaries of the Company. The Company was in compliance with all covenants under the credit facility at August 31, 2026.

At August 31, 2026, there were $182.5 million in borrowings outstanding under the term loans, no borrowings outstanding under the revolving line of credit and $625.0 million available for borrowing under the revolving line of credit facility.

On October 16, 2026, the Company refinanced its senior credit facility resulting in a new $850 million senior credit facility, comprised of a $550 million revolving line of credit and a $300 million term loan, which will mature in October 2031. See Note 18, “Subsequent Events” in the notes to the consolidated financial statements for further details.

Cash Paid for Interest

The Company made cash net interest payments of $7.9 million, $8.8 million and $12.4 million in fiscal 2026, 2025 and 2024, respectively.

Note 9. Fair Value Measurements

The Company assesses the inputs used to measure the fair value of financial assets and liabilities using a three-tier hierarchy. Level 1 inputs include unadjusted quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing an asset or liability.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and variable rate long-term debt approximated book value at both August 31, 2026 and 2025 due to their short-term nature and the fact that the interest rates approximated market rates. Foreign currency exchange contracts and interest rate swaps are recorded at fair value. The fair value of the Company's foreign currency exchange contracts was a net liability of $0.1 million and a net asset of less than $0.1 million at August 31, 2026 and 2025, respectively.

The fair value of the Company's interest rate swap and net investment hedge was an asset of $0.6 million and a liability of $4.5 million at August 31, 2026 and an asset of less than $0.1 million and a liability of $4.7 million at August 31, 2025 (see Note 10, “Derivatives” for further information on the Company's interest rate swap and net investment hedge.) The fair values of all derivative contracts were based on quoted inactive market prices and therefore classified as Level 2 within the valuation hierarchy. The contingent consideration associated with the acquisition of DTA is remeasured at fair value at each reporting date. See Note 5, “Acquisitions” for additional information on the underlying inputs and calculation which is classified as Level 3 within the valuation hierarchy.

Note 10. Derivatives

All derivatives are recognized in the balance sheet at their estimated fair value. The Company does not enter into derivatives for speculative purposes. Changes in the fair value of derivatives (not designated as hedges) are recorded in earnings along with the gain or loss on the hedged asset or liability.

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations. In order to manage this risk, the Company utilizes foreign currency exchange contracts to reduce the exchange rate risk associated with recognized non-functional currency balances. The effects of changes in exchange rates are reflected concurrently in earnings for both the fair value of the foreign currency exchange contracts and the related non-functional currency asset or liability. These derivative gains and losses offset foreign currency gains and losses from the related revaluation of non-functional currency assets and liabilities (amounts included in “Other expense, net” in the Consolidated Statements of Earnings). The U.S. dollar equivalent notional value of these short duration foreign currency exchange contracts was $8.3 million and $10.3 million at August 31, 2026 and 2025, respectively. The fair value of outstanding foreign currency exchange contracts was a net liability of $0.1 million and net asset of less than $0.1 million at August 31, 2026 and 2025, respectively. Net foreign currency loss (gain) (included in “Other expense, net” in the Consolidated Statements of Earnings) related to these derivative instruments are as follows:


	Year Ended August 31,
(in millions)	2026		2025	2024
Foreign currency (gain) loss	$	(0.8)		$	—	$	0.9

During December 2022, the Company entered into an interest rate swap, with a maturity date of November 30, 2025, for the notional amount of $60.0 million at a fixed interest rate of 4.022% to hedge the floating interest rate of the Company's term loan. Upon maturation of this swap, during November 2025, the Company entered into a new interest rate swap, with a maturity date of September 9, 2027, for the notional amount on $90.0 million at a fixed rate of 3.4565%. The interest rate swap was designated and qualified as a cash flow hedge. The Company uses the interest rate swap for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company's debt from a floating rate to a fixed rate.

The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The change in the fair value of the interest rate swap, a net gain of $0.4 million and net loss of less than $0.1 million for the years ended August 31, 2026 and 2025, respectively, is recorded in other comprehensive income (loss).

The Company also uses interest-rate derivatives to hedge portions of our net investments in non-U.S. subsidiaries (net investment hedge) against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. For derivatives that are designated and qualify as a net investment hedge in a foreign operation, the net gains or losses attributable to the hedge changes are recorded in other comprehensive income (loss) where they offset gains and losses recorded on our net investments where the entity has non-U.S. dollar functional currency. During December 2022, the Company entered into a cross-currency swap designated as a net investment hedge with a notional amount of $30.5 million. In November 2025, this cross-currency swap was amended to extend the maturity date to November 30, 2028. On October 28, 2024, the Company entered into a cross-currency swap designated as a net investment hedge with a notional amount of $14.1 million and a maturity date of September 9, 2027. The change in the fair value of the net investment hedges, a net loss of $3.5 million and $3.6 million for the years ended August 31, 2026 and 2025, respectively, is recorded in other comprehensive income (loss).

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Note 11. Leases

As of August 31, 2026, the Company had operating leases for real estate, vehicles, manufacturing equipment, IT equipment and office equipment. The Company did not have significant finance leases during the year ended August 31, 2026. Our leases typically range in term from 3 to 15 years and may contain renewal options for periods up to 5 years at our discretion. Our leases generally contain payments that are primarily fixed; however, certain lease arrangements contain variable payments, which are expensed as incurred and not included in the measurement of ROU assets and lease liabilities. These amounts include payments affected by changes in the Consumer Price Index and executory costs (such as real estate taxes, utilities and common-area maintenance), which are based on usage or performance. In addition, our leases generally do not include material residual value guarantees or material restrictive covenants.

The components of lease costs for the year ended August 31, 2026, 2025 and 2024 were as follows:


	Year Ended August 31,
(in millions)	2026		2025		2024
Operating lease cost	$	12.6			$	12.3		$	12.6
Short-term lease cost	1.5			1.7			2.0
Variable lease cost	3.2			3.0			2.9

Supplemental cash flow and other information related to leases for the year ended August 31, 2026, 2025 and 2024 were as follows:


	Year Ended August 31,
(in millions)	2026		2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13.0			$	12.5		$	12.1

Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	4.9			6.2			3.1

Supplemental balance sheet information related to leases at August 31, 2026 and 2025 were as follows:


	August 31,
(in millions)	2026		2025
Operating leases:
Other long-term assets	$	36.4		$	35.4

Other current liabilities	8.9		9.9
Other long-term liabilities	29.8		28.2
Total operating lease liabilities	$	38.7		$	38.1

Weighted Average Remaining Lease Term:
Operating leases	6.3 years		6.6 years

Weighted Average Discount Rate:
Operating leases	5.6	%		5.7	%

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

A summary of the future minimum lease payments due under operating leases with terms of more than one year at August 31, 2026 is as follows (in millions):


2027	$	10.3
2028	9.1
2029	7.3
2030	5.8
2031	4.1
Thereafter	10.5
Total minimum lease payments	47.1
Less imputed interest	(8.4)
Present value of net minimum lease payments	$	38.7

Note 12. Employee Benefit Plans

U.S. Defined Benefit Pension Plans

All of the U.S. defined benefit pension plans are frozen, and as a result, plan participants no longer earn additional benefits. The following table provides detail of changes in the projected benefit obligations, the fair value of plan assets and the funded status of the Company’s U.S. defined benefit pension plans as of the respective August 31 measurement date:


(in millions)	August 31,
	2026		2025
Reconciliation of benefit obligations
Benefit obligation at beginning of year	$	30.2			$	32.9
Interest cost	1.5			1.6
Actuarial gain	(1.1)			(0.9)
Benefits paid	(3.1)			(3.4)
Benefit obligation at end of year	$	27.5			$	30.2
Reconciliation of plan assets
Fair value of plan assets at beginning of year	$	27.9			$	28.5
Actual return on plan assets	1.4			1.6
Company contributions	0.9			1.2
Benefits paid from plan assets	(3.1)			(3.4)
Fair value of plan assets at end of year	27.1			27.9
Funded status of the plans (underfunded)	$	(0.4)			$	(2.3)

The following table provides detail on the Company’s domestic net periodic benefit expense:


(in millions)	Year Ended August 31,
	2026		2025		2024
Interest cost	$	1.5			$	1.6		$	1.7
Expected return on assets	(1.7)			(1.7)			(1.7)
Amortization of actuarial loss	1.2			1.3			0.9
Net periodic benefit expense	$	1.0			$	1.2		$	0.9

As of August 31, 2026 and 2025, $13.0 million and $14.7 million, respectively, of pension plan actuarial losses, which have not yet been recognized in net periodic benefit cost, were included in accumulated other comprehensive loss, net of income taxes. During fiscal 2027, $1.1 million of these actuarial losses are expected to be recognized in net periodic benefit cost.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Weighted-average assumptions used to determine U.S. pension plan obligations as of August 31 and weighted-average assumptions used to determine net periodic benefit cost for the years ended August 31 are as follows:


	Year Ended August 31,
	2026		2025		2024
Assumptions for benefit obligations:
Discount rate	5.70	%		5.20	%	5.00	%
Assumptions for net periodic benefit cost:
Discount rate	5.20	%		5.00	%	5.40	%
Expected return on plan assets	6.35	%		6.20	%	5.70	%

The Company's objective for its pension plan is to achieve an asset and liability duration match so that interim fluctuations in funded status should be limited by increasing the correlation between assets and liabilities. As such, the plan assets are invested to maintain funded ratios over the long term, while managing the risk that funded ratios fall meaningfully below 100%. In fiscal 2026, the plan assets were invested in a mix of 70% duration-matched fixed income securities and 30% equity securities. In fiscal 2025, the plan assets were invested in a mix of 50% duration-matched fixed income securities and 50% equity securities. Cash balances are maintained at levels adequate to meet near-term plan expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis. At August 31, 2026, the Company’s overall expected long-term rate of return for assets in U.S. pension plans was 6.45%. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The target return is based on historical returns adjusted to reflect the current view of the long-term investment market and our investment mix between 70% fixed income and 30% equity securities.

The U.S. pension plan investment allocations by asset category were as follows:


(dollars in millions)	August 31,
	2026		%		2025		%
Cash and cash equivalents	$	—			—%		$	—		—%
Income receivable	—			—		—			—
Fixed income securities:
U.S. Treasury Securities	3.3			12.2		2.5			8.9
Corporate Bonds	—			—		—			—
Mutual funds	16.2			59.8		12.1			43.2
	19.5			72.0		14.6			52.1
Equity securities:
Mutual funds	7.6			28.0		13.4			47.9
Total plan assets	$	27.1			100%		$	28.0		100%

The fair value of mutual funds is based on unadjusted quoted market prices and therefore are classified as Level 1 within the fair value hierarchy under US GAAP. U.S. Treasury Securities and Corporate Bonds are valued using Level 2 inputs, as defined in Note 9, “Fair Value Measurements.”

Projected benefit payments from plan assets to participants in the Company’s U.S. pension plans are $3.0 million for both fiscal 2027 and 2028, $2.9 million for fiscal 2029, $2.7 million for fiscal 2030, $2.6 million for fiscal 2031 and $11.3 million in aggregate for the following five years. The Company plans to make a contribution of $0.4 million to the U.S. pension plans in fiscal 2027.

The Company has seven foreign defined benefit pension plans which cover certain existing and former employees of businesses outside the U.S. Most of the participants in the foreign defined benefit pension plans are inactive and no longer earning additional benefits. The following table provides details of changes in the projected benefit obligations, the fair value of plan assets and the funded status of the Company’s significant foreign defined benefit pension plans as of the respective August 31 measurement date:

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


(in millions)	August 31,
	2026		2025
Reconciliation of benefit obligations:
Benefit obligation at beginning of year	$	8.2			$	8.5
Employer service costs	0.1			0.1
Interest cost	0.4			0.4
Actuarial gain	(0.7)			(0.9)
Benefits paid	(0.3)			(0.3)
Settlements	(0.1)			—
Currency impact	(0.1)			0.4
Benefit obligation at end of year	$	7.5			$	8.2
Reconciliation of plan assets:
Fair value of plan assets at beginning of year	$	6.5			$	6.5
Actual return on plan assets	0.2			(0.1)
Company contributions	0.1			0.1
Benefits paid from plan assets	(0.3)			(0.3)
Settlements	(0.1)			—
Currency impact	—			0.3
Fair value of plan assets at end of year	6.4			6.5
Funded status of the plans (underfunded)	$	(1.1)			$	(1.7)

The following table provides detail on the Company’s foreign net periodic benefit expenses:


(in millions)	Year Ended August 31,
	2026		2025		2024
Employer service costs	$	0.1			$	0.1		$	0.2
Interest cost	0.4			0.4			0.4
Expected return on assets	(0.3)			(0.3)			(0.3)



Net periodic benefit expense	$	0.2			$	0.2		$	0.3

The weighted average discount rate utilized for determining the benefit obligation at August 31, 2026 and 2025 was 5.3% and 4.7%, respectively. The plan assets of these foreign pension plans consist primarily of participating units in fixed income and equity securities and insurance contracts. The Company’s overall expected long-term rate of return on these investments is 4.3%. During fiscal 2027, the Company does not anticipate contributing to these pension plans.

Projected benefit payments to participants in these foreign plans are $0.3 million for fiscal 2027 and $0.4 million for each of fiscal 2028, fiscal 2029, fiscal 2030 and fiscal 2031 and $2.8 million in aggregate for the five years thereafter. The Company does not plan to make a contribution of to the foreign pension plans in fiscal 2027.

Other Postretirement Health Benefit Plans

The Company provides other postretirement health benefits (“OPEB”) to certain existing and former employees of domestic businesses it acquired, who were entitled to such benefits prior to acquisition. These unfunded plans had a benefit obligation of $1.4 million and $1.5 million at August 31, 2026 and 2025, respectively. These obligations are determined utilizing assumptions consistent with those used for our U.S. pension plans and a health care cost trend rate of 7.0%, trending downward to 5.0% by fiscal 2027, and remaining level thereafter. Net periodic benefit costs for other postretirement benefits was income of less than $0.1 million for each of the years ended August 31, 2026, 2025 and 2024. Benefit payments from the plan are funded through participant contributions and Company contributions. Benefit payments are projected to be $0.2 million in fiscal 2027.

Defined Contribution Benefit Plans

The Company maintains a 401(k) plan for substantially all full time U.S. employees (the “401(k) Plan”). Under plan provisions, the Company funds cash for its contributions. Amounts are allocated to accounts set aside for each employee’s retirement. Employees generally may contribute up to 50% of their compensation to individual accounts within the 401(k) Plan.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

While contributions vary, the Company's match contribution is $0.50 for every $1 contributed by employees, up to 8% of the employees' eligible pay. These match contributions are made on every payroll run, meaning the contribution is immediately 100% vested. In addition, the Company may make an annual, discretionary contribution of up to 3% of employees' eligible pay to employees employed as of the end of the plan year. The discretionary contribution has a three-year vesting period. The Company elected not to provide a discretionary contribution for the year ended August 31, 2026. Expense recognized related to the 401(k) plan totaled $2.1 million for fiscal 2026, $2.0 million for fiscal 2025, and $2.1 million for fiscal 2024.

In addition to the 401(k) plan, the Company sponsors a non-qualified supplemental executive retirement plan (“the SERP Plan”). The SERP Plan is an unfunded defined contribution plan that covers certain current and former executive employees and has an annual contribution formula based on age and years of service (with Company contributions ranging from 3% to 6% of eligible wages). This unfunded plan had a $0.6 million and $0.7 million obligation at August 31, 2026 and 2025, respectively. Expense recognized for the SERP Plan was $0.2 million in both fiscal 2026 and 2025, and $0.3 million in fiscal 2024.

Deferred Compensation Plan

The Company maintains a deferred compensation plan to allow eligible U.S. employees to defer receipt of current cash compensation and restricted stock units vesting in order to provide future savings benefits. Eligibility is limited to employees who earn compensation that exceeds certain pre-defined levels. Participants have the option to invest their deferrals in a fixed income investment, a defined set of mutual funds, and/or, with respect to deferrals of restricted stock units, in Company common stock. The fixed income and mutual fund portion of the plan is unfunded, and therefore all compensation deferred under the plan is held by the Company and commingled with its general assets. Liabilities of $4.5 million and $6.6 million are included in the Consolidated Balance Sheets at August 31, 2026 and 2025, respectively, to reflect the unfunded portion of the deferred compensation liability. The Company recorded expense in “Financing costs, net” of $0.5 million, $0.6 million and $0.9 million for fiscal 2026, fiscal 2025 and fiscal 2024, respectively, for the non-funded return on participant deferrals. Company common stock contributions to fund the plan are held in a rabbi trust, accounted for in a manner similar to treasury stock and are recorded at cost in “Stock held in trust” within shareholders’ equity on the Consolidated Balance Sheets with the corresponding deferred compensation liability also recorded within shareholders’ equity on the Consolidated Balance Sheets. Because no investment diversification is permitted within the trust, changes in fair value of the Company's common stock are not recognized.

Note 13. Income Taxes

Earnings before income taxes from continuing operations, are summarized as follows:


(in millions)	Year Ended August 31,
	2026		2025		2024
Domestic	$	79.3			$	70.7		$	59.7
Foreign	38.2			50.0			45.8
	$	117.5			$	120.7		$	105.5

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Income tax expense from continuing operations is summarized as follows:


(in millions)	Year Ended August 31,
	2026		2025		2024
Currently payable:
Federal	$	10.4			$	15.0		$	10.1
Foreign	10.6			12.2			11.6
State	1.3			0.8			1.2
	22.3			28.0			22.9
Deferred:
Federal	5.2			0.1			(1.1)
Foreign	1.1			(0.5)			2.6
State	(0.8)			0.4			(1.1)
	5.5			—			0.4
Income tax expense	$	27.8			$	28.0		$	23.3

Income tax expense from continuing operations recognized in the accompanying consolidated statements of earnings differs from the amounts computed by applying the federal income tax rate to earnings from continuing operations before income tax expense. A reconciliation of income taxes at the federal statutory rate to the effective tax rate is summarized in the following table in accordance with the guidance in ASU 2023-09:


	Year Ended August 31, 2026
		Amount		Percent
Federal statutory rate		$	24.7			21.0	%
State income taxes, net of federal tax benefit (1)		0.4			0.3
Foreign tax effects
Netherlands
Statutory tax rate difference		2.1			1.8
Other		0.5			0.4
United Kingdom
Statutory tax rate difference		(1.3)			(1.1)
Other		1.1			0.9
Other foreign jurisdictions		1.3			1.1

Effect of cross-border tax laws
Foreign-derived intangible income		(3.7)			(3.1)
Unremitted earnings		1.6			1.4
Other		0.7			0.6
Tax credits		(0.3)			(0.3)

Nontaxable or nondeductible items
Disallowed executive compensation		2.4			2.1
Other		(1.6)			(1.3)
Changes in unrecognized tax benefits		(0.3)			(0.3)
Other adjustments		0.2			0.2
Effective Tax Rate		$	27.8			23.7	%

(1) State income taxes in Wisconsin and California comprised greater than 50% of the tax effect in this category.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

A reconciliation of income taxes at the federal statutory rate to the effective tax rate prior to the adoption of ASU 2023-09 is summarized in the table below:


	Year Ended August 31,
		2025		2024
Federal statutory rate		21.0	%		21.0	%
State income taxes, net of Federal effect		0.2			1.3
Tax on foreign earnings (1)		3.3			4.2
Foreign derived intangible income deduction		(1.9)			(2.3)
Compensation adjustment		0.7			2.0
Valuation allowance additions and releases		—			(4.1)
Changes in liability for unrecognized tax benefits		0.2			(1.3)
Repatriation of foreign earnings		(0.7)			1.6
Foreign non-deductible expenses		—			0.3

Audits and adjustments (2)		0.3			0.4
Research and development tax credit		(0.4)			(0.6)
Other items		0.5			(0.4)
Effective income tax rate		23.2	%		22.1	%

(1) The Company generated $3.0 million and $3.4 million of withholding tax and U.S. tax on non-U.S. earnings, net of foreign tax credits for fiscal 2025 and 2024, respectively.

(2) The Company generated a tax expense related to audits and adjustments of $0.4 million for both fiscal 2025 and fiscal 2024.

The amounts of cash income taxes paid by the Company were as follows:


(in millions)	Year Ended August 31, 2026
Federal	$	9.1
State and Local	1.1
Foreign
Netherlands	2.0
China	1.4
Brazil	1.2
All other foreign	3.7
Cash paid for income taxes, net of refunds	$	18.5

The amount of cash income taxes paid by the Company during the years ended August 31, 2025 and 2024 was $26.6 million and $23.8 million, respectively.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Temporary differences and carryforwards that gave rise to deferred tax assets and liabilities include the following items:


(in millions)	August 31,
	2026		2025
Deferred income tax assets:
Operating loss and tax credit carryforwards	$	31.2			$	37.5
Compensation related liabilities	5.6			4.8
Postretirement benefits	2.1			3.2
Inventory	0.6			0.8
Lease liabilities	9.6			9.4
Research and development capitalization	7.9			10.6
Book reserves and other items	7.5			6.8
Total deferred income tax assets	64.5			73.1
Valuation allowance	(23.4)			(27.7)
Net deferred income tax assets	41.1			45.4
Deferred income tax liabilities:
Depreciation and amortization	(27.3)			(26.8)
Lease assets	(9.0)			(9.0)
Other items	(3.6)			(2.1)
Deferred income tax liabilities	(39.9)			(37.9)
Net deferred income tax asset (1)	$	1.2			$	7.5

(1) The net deferred income tax asset is reflected on the balance sheet in two categories: an asset of $12.1 million and $13.7 million for fiscal 2026 and 2025, respectively, is included in “Other long-term assets” and a liability of $10.9 million and $6.2 million for fiscal 2026 and 2025, respectively, is included in “Deferred income taxes”.

The Company has $46.9 million and $2.4 million of gross state net operating loss and credit carryforwards, respectively, which are available to reduce future state tax liabilities. These state net operating loss carryforwards expire at various times through 2076. The Company also has $69.0 million and $8.2 million of foreign loss and credit carryforwards, respectively, which are available to reduce certain future foreign tax liabilities. The majority of the foreign loss carryforwards are not subject to any expiration dates, while the other balances expire at various times through 2036. The valuation allowance represents a reserve for deferred tax assets, including loss carryforwards and foreign tax credits, for which utilization is uncertain.

In general, the Company’s practice is to reinvest the earnings of its non-U.S. subsidiaries within those operations. Routinely, the Company analyzes the factors surrounding global cash needs and future cash utilization and determines if there are any exceptions. As of August 31, 2026, certain jurisdictions met this exception. On the undistributed foreign earnings that are no longer permanently reinvested outside of the United States, the Company recorded a deferred tax liability of $2.7 million.

Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows:


(in millions)	2026		2025		2024
Beginning balance	$	13.4			$	13.7		$	14.8
Increases based on tax positions related to the current year	0.7			0.6			1.8
Increase for tax positions taken in a prior period	2.2			0.8			0.2
Decrease for tax positions taken in a prior period	—			(1.1)			—
Decrease due to lapse of statute of limitations	(2.1)			(0.6)			(3.1)
Decrease due to settlements	(0.1)			(0.1)			—
Changes in foreign currency exchange rates	—			0.1			—
Ending balance	$	14.1			$	13.4		$	13.7

Substantially all of these unrecognized tax benefits, if recognized, would impact the effective income tax rate. As of August 31, 2026, 2025 and 2024, the Company recognized $5.8 million, $5.7 million and $5.0 million, respectively, for interest and penalties related to unrecognized tax benefits. The Company recognizes interest and penalties related to underpayment of

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

income taxes as a component of income tax expense. With few exceptions, the Company is no longer subject to U.S. federal, state and foreign income tax examinations by tax authorities in major tax jurisdictions for years prior to fiscal 2014.

Note 14. Capital Stock and Share Repurchases

The authorized common stock of the Company as of August 31, 2026 consisted of 168,000,000 shares of Class A common stock, $0.20 par value, of which 51,185,430 shares were issued and outstanding; 1,500,000 shares of Class B common stock, $0.20 par value, none of which are outstanding; and 160,000 shares of cumulative preferred stock, $1.00 par value (“preferred stock”), none of which have been issued. Holders of both classes of the Company’s common stock are entitled to dividends, as the Company’s Board of Directors may declare out of funds legally available, subject to any contractual restrictions on the payment of dividends or other distributions on the common stock. If the Company were to issue any of its preferred stock, no dividends could be paid or set apart on shares of common stock, unless paid in common stock, until dividends on all of the issued and outstanding shares of preferred stock had been paid or set apart for payment and provision had been made for any mandatory sinking fund payments.

The Company's Board of Directors has authorized the repurchase and immediate retirement of shares of the Company's common stock under publicly announced share repurchase and retirement programs. Since the inception of the initial share repurchase program in fiscal 2012, the Company has repurchased 33,860,026 shares of common stock for $988.7 million. In October 2025, the Company's Board of Directors approved a new share repurchase program authorizing the repurchase of a total of $200 million of the Company's outstanding common stock. This new program took immediate effect, and replaced the prior share repurchase program that had been authorized in March 2022. The Company repurchased and retired 2,078,645 shares for $81.1 million (inclusive of excise taxes of $0.8 million) in the year ended August 31, 2026 under the October 2025 authorization and 1,699,200 shares for $68.7 million (inclusive of excise taxes of $0.7 million) in the year ended August 31, 2025 under the previous authorization. At August 31, 2026, the maximum value of shares that may yet be purchased under the program is $119.7 million.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Earnings Per Share

The reconciliation between basic and diluted earnings per share is as follows:


(in millions, except per share amounts)	Year Ended August 31,
	2026		2025		2024
Numerator:
Net earnings from continuing operations	$	89.7			$	92.7		$	82.2
Earnings from discontinued operations, net of income taxes	—			—			3.5
Net earnings	$	89.7			$	92.7		$	85.7
Denominator:
Weighted average common shares outstanding - basic	51.8			54.0			54.3
Net effect of dilutive securities - stock based compensation plans	0.4			0.5			0.6
Weighted average common shares outstanding - diluted	52.2			54.5			54.9

Earnings per share from continuing operations
Basic	$	1.73			$	1.72		$	1.51
Diluted	$	1.72			$	1.70		$	1.50

Earnings per share from discontinued operations
Basic	$	—			$	—		$	0.07
Diluted	$	—			$	—		$	0.06

Earnings per share:
Basic	$	1.73			$	1.72		$	1.58
Diluted	$	1.72			$	1.70		$	1.56

Anti-dilutive securities- stock based compensation plans (excluded from earnings per share calculation)	0.1			0.1			0.1

Note 15. Stock Plans

Share based awards may be granted to key employees and directors under the Enerpac Tool Group Corp. 2017 Omnibus Incentive Plan (as amended and restated November 9, 2020) (the “Plan”). A total of 7,825,000 shares of Class A common stock have been authorized for issuance under the Plan plus shares, if any, that become issuable, pursuant to the terms of the Plan, upon the expiration, cancellation or forfeiture of awards under our previously registered stock plans outstanding at the time the Plan was first approved by the Company's shareholders. At August 31, 2026, 1,847,138 shares were available for future award grants. The Plan permits the Company to grant share-based awards, including stock options, restricted stock units and performance shares to employees and directors. Under the Plan, options may have a maximum term of ten years and an exercise price per share no less than 100% of the fair market value of the Company’s common stock at the date of grant. No Options have been granted under Plan. The Company’s restricted stock grants generally vest, subject to continued employment, in equal annual installments over a three-year period. The awards of performance shares generally include a three-year performance period and vest at the end of the period, subject to continued employment. The awards of performance shares granted in fiscal 2026, fiscal 2025 and fiscal 2024 generally provide for payout based 33.34% on the relative total shareholder return metric, 33.33% on the Company's adjusted earnings per share and 33.33% on the Company's three-year average return on invested capital. The provisions of share-based awards may vary by individual grant with respect to vesting period, dividend and voting rights, performance conditions and forfeitures.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

A summary of restricted stock units and performance shares activity during fiscal 2026 is as follows:


	Number of Shares	Weighted-Average Fair Value at Grant Date (Per Share)
Outstanding at August 31, 2025	657,723		$34.66
Granted	356,004		38.33
Forfeited	(23,269)		41.77
Vested	(361,507)		29.25
Outstanding at August 31, 2026	628,951		$39.58

A summary of stock option activity during fiscal 2026 is as follows:


	Shares	Weighted-Average Exercise Price (Per Share)		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
September 1, 2025	126,171		$	26.42
Granted	—		—
Exercised	(85,071)		26.17
Forfeited	—		—
Expired	—		—
Outstanding at August 31, 2026	41,100		$	26.95		0.5	$	426,207
Exercisable at August 31, 2026	41,100		$	26.95		0.5	$	426,207

Intrinsic value is the difference between the market value of the stock at August 31, 2026 and the exercise price which is aggregated for all outstanding and exercisable options. A summary of the total intrinsic value of options exercised and cash receipts from options exercised is summarized below:


(in millions)	Year Ended August 31,
	2026		2025		2024
Intrinsic value of options exercised	$	0.9			$	1.7		$	2.9
Cash receipts from exercise of options	2.2			1.7			6.9

The Company generally records compensation expense over the vesting period for restricted stock unit awards based on the market value of the Company's Class A common stock on the grant date and utilized an expected forfeiture rate of 12% for the years ended August 31, 2026, 2025 and 2024. The fair value of Performance Shares with market vesting conditions utilize a Monte Carlo simulation model while those with performance vesting conditions have a fair value based on market price on the date of grant with updates made periodically to the amount of expense recognized based on our assessment of the performance condition being met with a range of attainment between 0% and 200%.

As of August 31, 2026, there was $10.6 million of total unrecognized compensation cost related to share-based awards, including stock options, restricted stock units and Performance Shares, which will be recognized over a weighted average period of 1.3 years. The total fair value of share-based awards that vested during the fiscal years ended August 31, 2026, 2025 and 2024 was $10.6 million, $11.8 million and $8.3 million, respectively.

Note 16. Business Segment, Geographic and Customer Information

The Company is a global manufacturer of a broad range of industrial products and solutions. The IT&S reportable segment is primarily engaged in the design, manufacture, and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the general industrial; refining and petrochemical; industrial MRO; machining & manufacturing; power generation; infrastructure; mining and other markets. The Other segment is included for purposes of reconciliation of the respective balances below to the condensed consolidated financial statements.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (CODM). The CODM allocates resources and makes operating decisions based on the financial information presented by the Company’s segments. The measures regularly reviewed by our CODM include segment sales, segment operating profit and segment operating profit margin. Our CODM uses these financial measures to evaluate and allocate capital and company resources as critical determinants of segment performance. In addition, these metrics are used to monitor actual to forecasted and budgeted results to benchmark to our peers. The following table includes segment sales, significant expense items and segment operating profit as viewed by the CODM for the years ended August 31, 2026, 2025, and 2024.


	Year Ended August 31,
	2026		2025		2024
Net Sales by Reportable Segment & Product Line
IT&S Segment
Product	$	520.3		$	479.0	$	455.6
Service & Rental	106.2		116.8		115.5
IT&S Segment	626.5		595.8		571.1

Other Segment	25.8		21.1		18.4
	652.3		616.9		589.5

Cost of Products Sold
IT&S Segment	318.3		295.3		278.6
Other Segment	12.7		9.7		9.0
Corporate	0.1		0.1		0.9
	331.1		305.1		288.5

Gross Profit
IT&S Segment	308.1		300.5		292.6
Other Segment	13.2		11.4		9.3
Corporate	(0.1)		(0.1)		(0.9)
	321.2		311.8		301.0

Selling, General and Administrative Expenses
IT&S Segment	135.2		128.7		129.4
Other Segment	5.9		5.4		5.0
General Corporate	41.3		32.7		34.2
	182.4		166.8		168.6

Amortization of Intangible Assets
IT&S Segment	6.1		5.4		3.3
Other Segment	—		—		—
General Corporate	0.2		0.2		—
	6.3		5.6		3.3
Restructuring Charges
IT&S Segment	3.3			2.5		6.8
Other Segment	—			—		—
General Corporate	—			3.4		0.6
	3.3			5.9		7.4

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)


	Year Ended August 31,
	2026		2025		2024
Impairment & Divestiture Charges
Other Segment	—			—			0.1
	—			—			0.1

Operating Profit (Loss)
IT&S Segment	163.5			163.9			153.1
Other Segment	7.3			6.0			4.2
Corporate	(41.6)			(36.4)			(35.7)
	129.2			133.5			121.6

Operating Profit %
IT&S Segment	26.1%		27.5%		26.8%
Other Segment	28.3%		28.4%		22.8%

Capital Expenditures:
IT&S Segment	8.1			8.9			6.1
Other Segment	0.4			0.4			0.6
General Corporate	2.1			10.0			4.7
	$	10.6			$	19.3		$	11.4


	August 31,
	2026		2025
Assets:
IT&S Segment	$	691.7			$	672.1
Other Segment	23.8			25.3
Corporate	143.1			130.5
	$	858.6			$	827.9

In addition to the impact of changes in foreign currency exchange rates, the comparability of segment and product line information is impacted by acquisition/divestiture activities, impairment and divestiture charges, restructuring costs and related benefits. Corporate assets, which are not allocated, principally represent cash and cash equivalents, property, plant, and equipment, ROU assets, capitalized debt issuance costs and deferred income taxes.

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following tables summarize net sales and property, plant and equipment by geographic region (in millions):


	Year Ended August 31,
	2026		2025		2024
Net Sales:
United States of America	$	258.5			$	229.0		$	220.7
Germany	33.6			29.5			34.7
United Kingdom	27.7			36.9			36.3
Brazil	27.1			25.2			22.8
Canada	25.6			25.0			19.2
Australia	25.2			23.4			22.2
Saudi Arabia	23.0			26.7			23.1
France	19.3			15.4			16.1
China	17.0			17.7			16.3
All Other	195.3			188.1			178.1
	$	652.3			$	616.9		$	589.5


	August 31,
	2026		2025
Property, Plant and Equipment, net:
United States of America	$	26.8			$	26.1
United Kingdom	7.4			8.7
Spain	4.8			5.0
UAE	3.1			3.3
Brazil	3.1			3.0
Netherlands	4.3			2.9
All other	4.9			4.3
	$	54.4			$	53.3

The Company’s largest customer accounted for approximately 3% of sales in each of the last three fiscal years. Export sales from domestic operations were 4.4%, 7.3% and 7.9% of total net sales from continuing operations in fiscal 2026, 2025 and 2024, respectively.

Note 17. Commitments and Contingencies

The Company had outstanding commercial letters of credit of $3.9 million and surety bonds of $2.6 million at August 31, 2026, and $5.9 million of letters of credit and $4.8 million of surety bonds at August 31, 2025, the majority of which relate to commercial contracts and self-insured workers' compensation programs.

As part of the Company's global sourcing strategy, we have entered into agreements with certain suppliers that require the supplier to maintain minimum levels of inventory to support certain products for which we require a short lead time to fulfill customer orders. We have the ability to notify the supplier that they no longer need to maintain the minimum level of inventory should we discontinue manufacturing of a product during the contract period; however, we must purchase the remaining minimum inventory levels the supplier was required to maintain within a defined period of time.

The Company is a party to various legal proceedings that have arisen in the normal course of business. These legal proceedings include regulatory matters, product liability, breaches of contract, employment, personal injury and other disputes. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable a loss has been incurred and can be reasonably estimated. The Company maintains a policy to exclude from such reserves an estimate of legal defense costs. In the opinion of management, resolution of these contingencies is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Additionally, in fiscal 2019, the Company provided voluntary self-disclosures to both Dutch and U.S. authorities related to sales of products and services linked to the Crimea region of Ukraine, which sales potentially violated European Union and

ENERPAC TOOL GROUP CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

U.S. sanctions provisions. Although the U.S. investigation closed without further implication, the Dutch investigation continued. The Dutch Investigator concluded his investigation in March 2022 and provided the results to the Public Prosecutor's office for review. Specifically, the Investigator concluded that the sales transactions violated EU sanctions. The conclusion in the Investigator's report was consistent with the Company's understanding of what could be stated in the report and supported the Company to record an expense in the fiscal year-ended August 31, 2021, representing the low end of a reasonable range of financial penalties the Company may incur as no other point within the range was deemed more probable. The matter remains subject to further legal proceedings in the Netherlands. The Company has not adjusted its estimate of financial penalties as a result of the status of legal proceedings in the year ended August 31, 2026. While there can be no assurance of the ultimate outcome of the matter, the Company currently believes that there will be no material adverse effect on the Company's financial position, results of operations or cash flows from this matter.

Note 18. Subsequent Events

Refinancing of Senior Credit Facility

On October 16, 2026, the Company refinanced its credit facility resulting in a new $850 million senior credit facility, comprised of a $550 million revolving line of credit and a $300 million term loan, which will mature in October 2031. The Company has the option to request up to $425 million of additional revolving commitments and/or term loans under the new facility, subject to customary conditions, including the commitment of the participating lenders. The new facility provides for interest rate margins above adjusted term SOFR ranging from 1.125% to 1.875% per annum depending on the Company’s net leverage ratio. Borrowings under the new facility initially bear interest at adjusted term SOFR plus 1.125% per annum. In addition, the new facility contains financial covenants requiring the Company to not permit (i) the net leverage ratio, determined as of the end of each of its fiscal quarters, to exceed 3.75 to 1.00 (or, at the Company’s election and subject to certain conditions, 4.25 to 1.00 for the testing period during which certain material acquisitions occur and the next succeeding four testing periods) or (ii) the interest coverage ratio, determined as of the end of each of its fiscal quarters, to be less than 3.00 to 1.00. Borrowings under the new facility are secured by substantially all personal property assets of the Company and its domestic subsidiary guarantors (other than certain specified excluded assets) and certain of the equity interests of certain subsidiaries of the Company. Initial borrowings under the new credit facility were applied to repay all outstanding borrowings under the refinanced credit facility which had been scheduled to mature in September 2027.

Acquisition of SFE Group

On October 28, 2026, the Company acquired Specialized Fabrication Equipment Group LLC (“SFE Group”) in a merger transaction in which the aggregate amount paid by the Company with respect to the equity interests in SFE Group was approximately $452 million in cash, plus the issuance by the Company of approximately $20 million in restricted stock unit awards to key personnel of SFE Group, in lieu of cash payment of transaction bonuses owed by SFE Group to such personnel upon completion of the merger transaction. The cash portion of the acquisition consideration is subject to customary adjustments for the level of cash, net working capital, transaction related expenses (including with respect to the transaction bonuses), indebtedness and other similar items existing at SFE Group and its subsidiaries as of the closing date of the transaction. The Company funded the payment of the cash consideration at closing from cash on hand, its recently refinanced $300 million term loan and borrowings of $312 million under its revolving credit facility.

SFE Group is a global industrial equipment company focused on pipe and tube fabrication, welding, machining, and maintenance tools and serves industries such as aerospace & defense, food & beverage, bio-pharma, oil & gas, manufacturing, utilities, power generation, semiconductor, maritime, mining, transportation, data centers, and hospitals.

As the transaction had not closed as of August 31, 2026, the Company has not recorded the acquisition or performed an allocation of the purchase consideration to the net assets acquired at closing. The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period.

Adoption of Inducement Award Plan

On October 28, 2026, 2026, the Company’s Board of Directors adopted the Enerpac Tool Group Inducement Award Plan (the “Inducement Plan”), which provides for the issuance of up to 621,622 shares of the Company’s Class A common stock pursuant to equity awards to be granted solely to individuals who are expected to become officers and other employees and to whom the Company may grant equity awards without shareholder approval pursuant to the New York Stock Exchange’s Listing Rule 303A.08, or any successor rule relating to inducement awards. The Inducement Plan was adopted to facilitate awards of restricted stock units and other long-term equity awards to personnel of SFE Group in connection with the acquisition.

ENERPAC TOOL GROUP CORP.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS


(in millions)			Additions		Deductions
	Balance at Beginning of Period		Charged to Costs and Expenses (Income)		Acquisition/ (Divestiture)		Accounts Written Off Less Recoveries	Other		Balance at End of Period

Allowance for losses—Trade accounts receivable
August 31, 2026	$	3.8			$	1.1		$	—		$	(1.8)		$	(0.1)	$	3.0
August 31, 2025	15.9			1.0			0.8		(13.9)		—		3.8
August 31, 2024	16.8			0.6			—		(1.5)		—		15.9

Valuation allowance—Income taxes
August 31, 2026	$	27.7			$	1.7		$	—		$	(6.0)		$	—	$	23.4
August 31, 2025	57.7			4.8			—		(34.8)		—		27.7
August 31, 2024	61.4			1.8			—		(5.5)		—		57.7

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, within the time periods specified in the SEC's rules and forms, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management has concluded that, as of August 31, 2026, the Company’s internal control over financial reporting was effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Ernst & Young LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of August 31, 2026, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of fiscal 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

During the three months ended August 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or adopted or terminated a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors; Executive Officers and Corporate Governance

Information about the Company’s directors is incorporated by reference to the “Proposal 1: Election of Directors” section of the Company’s Proxy Statement for its Annual Meeting of Shareholders to be held on February 4, 2027 (the “2027 Annual Meeting Proxy Statement”). Information about the Company’s Audit Committee, including the members of the committee, and the Company’s Audit Committee financial experts, is incorporated by reference to the “Proposal 1: Election of Directors” and “Corporate Governance Matters” sections of the Company’s 2027 Annual Meeting Proxy Statement. Information with respect to the timeliness of filings by directors and executive officers of reports required under Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference to the “Other Information—Delinquent Section 16(a) Reports” section of the 2027 Annual Meeting Proxy Statement. Information about the Company’s executive officers required by this item is contained in the discussion entitled “Executive Officers of the Registrant” in Part I hereof.

The Company has adopted a code of ethics that applies to its senior executive team, including its Chief Executive Officer, Chief Financial Officer and Corporate Controller. The code of ethics is posted on the Company’s website and is available free of charge at www.enerpactoolgroup.com. The Company intends to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of its code of ethics that apply to the Chief Executive Officer, Chief Financial Officer or Corporate Controller by posting such information on the Company’s website.

The Company has adopted an insider trading policy addressing the purchase, sale and other disposition of the Company’s securities by its officers, directors and employees that is reasonably designed to promote compliance with U.S. federal insider trading laws, rules and regulations and the rules of the New York Stock Exchange. That policy is filed as Exhibit 19 to this report.

Item 11. Executive Compensation

The information required by this item is incorporated by reference from the “Proposal 1: Election of Directors,” “Corporate Governance Matters,” “Executive Compensation” (other than the information appearing under the heading “Pay Versus Performance”) and “Non-Employee Director Compensation” sections of the 2027 Annual Meeting Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference from the “Certain Beneficial Owners” and “Executive Compensation—Equity Compensation Plan Information” sections of the 2027 Annual Meeting Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference from the “Corporate Governance Matters—Certain Relationships and Related Party Transactions” section of the 2027 Annual Meeting Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated by reference from the “Other Information—Independent Public Accountants” section of the 2027 Annual Meeting Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

Documents filed as part of this report:

1. Consolidated Financial Statements

See “Index to Consolidated Financial Statements” set forth in Item 8, “Financial Statements and Supplementary Data” for a list of financial statements filed as part of this report.

2. Financial Statement Schedules

See “Index to Financial Statement Schedule” set forth in Item 8, “Financial Statements and Supplementary Data.”

3. Exhibits

Exhibit

Description

Incorporated Herein By Reference To

Filed
Herewith

Furnished Herewith

2.1

Agreement and Plan of Merger dated as of July 7, 2026 by and among Enerpac Tool Group Corp., Rodeo Merger Sub, LLC, Specialized Fabrication Equipment Group LLC, and SFEG Holdings, Inc., solely in its capacity as Equityholders Representative

Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on July 8, 2026

3.1

(a) Amended and Restated Articles of Incorporation

Exhibit 4.9 to the Registrant's Form 10-Q for the quarter ended February 28, 2001

(b) Amendment to Amended and Restated Articles of Incorporation

Exhibit 3.1(b) of the Registrant's Form 10-K for the fiscal year ended August 31, 2003

Exhibit 3.1 to the Registrant's Form 10-K for the fiscal year ended August 31, 2004

(d) Amendment to Amended and Restated Articles of Incorporation

Exhibit 3.1 to the Registrant's Form 8-K filed on July 18, 2006

(e) Amendment of Amended and Restated Articles of Incorporation

Exhibit 3.1 to the Registrant's Form 8-K filed on January 14, 2010

(f) Amendment of Amended and Restated Articles of Incorporation

Exhibit 3.1 to the Registrant's Form 8-K/A filed on January 30, 2020

3.2

Amended and Restated Bylaws, as amended

Exhibit 3.1 of the Registrant's Form 8-K filed on August 1, 2022

4.1

Description of Registered Securities

Exhibit 4.1 to the Registrant's Form 10-K for the fiscal year ended August 31, 2020

Exhibit

Description

Incorporated Herein By Reference To

Filed
Herewith

Furnished Herewith

10.1

(a) Credit Agreement dated as of September 9, 2022 among Enerpac Tool Group Corp., the initial subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 15, 2022

(b) First Amendment to Credit Agreement dated as of July 7, 2026 by and among Enerpac Tool Group Corp., Enerpac Finance Limited and ATU Euro Finance B.V., as Borrowers, Hydratight Operations, Inc., as Guarantor, PNC Bank, National Association, in its capacity as First Amendment Incremental Revolving Lender, and PNC Bank, National Association, in its capacity as the administrative agent for the lenders

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 8, 2026

10.2*

Outside Directors’ Deferred Compensation Plan (as amended and restated effective July 23, 2021)

Exhibit 10.2 to the Registrant's Form 10-K for the fiscal year ended August 31, 2021

10.3*

Deferred Compensation Plan (conformed through the fourth amendment)

Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended November 30, 2014

10.4*

Non-Qualified Deferred Compensation Plan (as amended and conformed)

10.5*

2010 Employee Stock Purchase Plan (as amended and restated December 1, 2023)

Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year ended August 31, 2024

10.6*

Enerpac Tool Group Corp. 2017 Omnibus Incentive Plan (as amended and restated November 9, 2020)

Appendix A to the Proxy Statement on Schedule 14A filed by Enerpac Tool Group Corp. on December 4, 2020

10.7*

2009 Omnibus Incentive Plan, conformed through the Second Amendment thereto

Exhibit 99.1 to the Registrant's Form 8-K filed on January 17, 2013

10.8*

Supplemental Executive Retirement Plan (as amended and conformed)

10.9 *

Senior Officer Severance Plan (as amended and restated as of April 21, 2026)

Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended May 31, 2026

10.1 0 *

Form of Indemnification Agreement for Directors and Officers

Exhibit 10.1 to the Registrant's Form 8-K filed on August 2, 2018

Exhibit

Description

Incorporated Herein By Reference To

Filed
Herewith

Furnished Herewith

10.11*

(a) Form of Amended and Restated Change in Control Agreement (USA)

(b) Form of Amended and Restated Change in Control Agreement (UK)

10.1 2 *

Executive Officer Bonus Plan

Exhibit B to the Registrant's Definitive Proxy Statement dated December 3, 2012

10.1 3 *

Form of NQSO Award (Director) under the 2009 Omnibus Incentive Plan*

Exhibit 10.1(a) to the Registrant's Form 10-Q for the quarter ended February 28, 2014

10.1 4 *

Form RSA Award (Director) under the 2017 Omnibus Incentive Plan

Exhibit 10.14 to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

10.15*

(a) Form of RSU Award (Director) under the 2017 Omnibus Incentive Plan*

Exhibit 10.15(a) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

(b) Form of RSU Award (Officer) under the 2017 Omnibus Incentive Plan*

Exhibit 10.15(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended May 31, 2024

10.16*

(a) Form of PSU Award - Total Shareholder Return (Officer) under the 2017 Omnibus Incentive Plan*

Exhibit 10.16(a) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

(b) Form of PSU Award - Free Cash Flow (Officer) under the 2017 Omnibus Incentive Plan*

Exhibit 10.16(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2018

(c) Form of PSU Award - Total Shareholder Return (Officer) under the 2017 Omnibus Incentive Plan (for awards commencing in 2024)*

Exhibit 10.1 to the Registrant's Form 8-K filed on January 23, 2025

(d) Form of PSU Award - Return on Invested Capital (Officer) under the 2017 Omnibus Incentive Plan (for awards commencing in 2024)*

Exhibit 10.2 to the Registrant's Form 8-K filed on January 23, 2025

(e) Form of PSU Award - Earnings Per Share (Officer) under the 2017 Omnibus Incentive Plan (for awards commencing in 2024)*

Exhibit 10.3 to the Registrant's Form 8-K filed on January 23, 2025

Exhibit

Description

Incorporated Herein By Reference To

Filed
Herewith

Furnished Herewith

10.17*

Form of Performance Share Award agreement under the 2017 Omnibus Incentive Plan (Special Executive Grant)

Exhibit 10.2 to the Registrant's Form 8-K filed on September 1, 2023

10.1 8 *

Letter agreement dated September 22, 2021 between Paul E. Sternlieb and Enerpac Tool Group Corp.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 29, 2021

10.19 *

Letter agreement dated September 23, 2024 between Darren M. Kozik and Enerpac Tool Group Corp.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 15, 2024

10.2 0 *

Letter agreement dated January 19, 2022 between Benjamin J. Topercer and Enerpac Tool Group Corp.

Exhibit 10.23 to the Registrant's Form 10-K for the fiscal year ended August 31, 2022

10.2 1 *

Letter agreement dated June 17, 2024 between Eric T. Chack and Enerpac Tool Group Corp.

Exhibit 10.24 to the Registrant's Form 10-K for the fiscal year ended August 31, 2024

10.2 2 *

Letter agreement dated June 6, 2025 between Noah N. Popp and Enerpac Tool Group Corp.

Exhibit 10.23 to the Registrant's Form 10-K for the fiscal year ended August 31, 2025

Code of Ethics Applicable to Senior Financial Executives

Exhibit 14 of the Registrant’s Form 10-K for the fiscal year ended August 31, 2017

Enerpac Tool Group Corp. Insider Trading Policy

Exhibit 19 of the Registrant’s Form 10-K for the fiscal year ended August 31, 2024

Subsidiaries of the Registrant

Consent of Ernst & Young LLP

Power of Attorney

See signature page of this report

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit

Description

Incorporated Herein By Reference To

Filed
Herewith

Furnished Herewith

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Enerpac Tool Group Corp. Dodd-Frank Clawback Policy

Exhibit 97 of the Registrant’s Form 10-K for the fiscal year ended August 31, 2024

101

The following materials from the Enerpac Tool Group Corp. Form 10-K for the year ended August 31, 2026 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101)

* Management contract or compensatory plan required to be filed under Item 15 of this report and Item 601 of Regulation S-K of the Securities and Exchange Commission.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	ENERPAC TOOL GROUP CORP. (Registrant)

	By:	/s/ DARREN M. KOZIK
		Darren M. Kozik
		Executive Vice President and Chief Financial Officer

Dated: October 29, 2026

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul E. Sternlieb, Darren M. Kozik and Noah N. Popp, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.*


Signature		Title

/s/ PAUL E. STERNLIEB		President and Chief Executive Officer, Director
Paul E. Sternlieb		(Principal Executive Officer)

/s/ J. PALMER CLARKSON		Director
J. Palmer Clarkson

/s/ DANNY L. CUNNINGHAM		Director
Danny L. Cunningham

/s/ E. JAMES FERLAND		Chairman of the Board of Directors
E. James Ferland

/s/ COLLEEN M. HEALY		Director
Colleen M. Healy

/s/ RICHARD D. HOLDER		Director
Richard D. Holder

/s/ CHARLES T. LAUBER		Director
Charles T. Lauber

/s/ LYNN C. MINELLA		Director
Lynn C. Minella

/s/ SIDNEY S. SIMMONS		Director
Sidney S. Simmons

/s/ DARREN M. KOZIK		Executive Vice President and Chief Financial Officer
Darren M. Kozik		(Principal Financial Officer)

/s/ KEVIN J. HAGEN		Principal Accounting Officer and Vice President, Global Controller
Kevin J. Hagen		(Principal Accounting Officer)

* Each of the above signatures is affixed as of October 29, 2026.

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(dollars in millions)

Year Ended August 31,

Selling, general and administrative expenses

Restructuring charges