Enerpac Tool Group reports $652.3M revenue

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For the fiscal year ended August 31, 2025 2026

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For the Transition period from to to

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As of February 28, 2025, 2026, the last business day of the registrant's second fiscal quarter, the aggregate market value of the shares of Class A common stock (based upon the closing price on the New York Stock Exchange on February 28, 2025) 2026) held by non-affiliates of the Registrant was approximately $ 2.49 2.08 billion.

There were 52,981,546 51,305,685 shares of the Registrant s Class A Common Stock outstanding as of October 13, 2025. 26, 2026.

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Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on February 4, 2026 2027 are incorporated by reference into Part III hereof.

Business 36 changes

Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers and end markets for mission-critical applications in more than 100 countries. Enerpac Tool Group's businesses are global leaders in providing high pressure hydraulic tools, controlled force products and solutions for precise positioning of heavy loads that help customers safely and reliably tackle some of the most challenging jobs around the world. The Company was founded in 1910 and is headquartered in Milwaukee, Wisconsin. The Company has one reportable segment, the Industrial Tools & Services ( IT&S ) 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; 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 for the fiscal periods covered by this report is included in Note 16, Business Segment, Geographic and Customer Information in the notes to the consolidated financial statements. The Company has an Other operating segment, which does not meet the criteria to be considered a reportable segment. On October 28, 2026, we completed the acquisition of Specialized Fabrication Equipment Group LLC ( SFE Group ). We have included a separate description of SFE Group below, while the remaining discussion of our business in this Item 1, including the IT&S segment, is with respect to our business operated at the end of fiscal 2026 and prior to the completion of the acquisition of SFE Group.

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In March 2022, the Company announced the start of its ASCEND transformation program (''ASCEND''). 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 ASCEND program was completed as of August 31, 2024, with total program costs of $75 million, of which $19 million related to restructuring charges.

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.

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IT&S is a global supplier of branded hydraulic and mechanical tools and services to a broad array of end markets, including refinery/petrochemical; general industrial; refining and petrochemical; industrial MRO; machining & manufacturing; power generation; infrastructure; mining; and other markets.

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On the services side of the segment, our highly trained technicians provide maintenance and manpower services on customer assets to meet their specific customer-specific needs including bolting, machining, and joint integrity. We also provide rental services for certain of our products.

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Acquisitions and Divestitures

For a summary of recent acquisition and divestiture transactions impacting continuing operations, see N ote 5 , " Acquisitions " and Note 6, "Discontinued Operations and Other Divestiture Activities" , respectively, in the notes to the consolidated financial statements.

Cortland Biomedical is a full-service biomedical textile product development company and represents the Other operating segment. Cortland Biomedical does not meet the quantitative or qualitative thresholds to be considered a reportable segment and, since the business is not closely related to the IT&S segment, results are not aggregated to be included in the results of the IT&S reportable segment. On July 11, 2023, the Company completed the sale of the Cortland Industrial business ( see Note 6, "Discontinued Operations and Other Divestiture Activities" in the notes to the consolidated financial statements). C ertain information related to the Other operating segment is disclosed within Note 16, Business Segment, Geographic and Customer Information in the notes to the consolidated financial statements in order to comply with requirements under generally accepted accounting principles in the United States ( US GAAP ) to reconcile certain required disclosures to the Consolidated Financial Statements.

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.

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 followin g 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.

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Our products and services are generally available globally, with our principal markets outside the United States being Europe, the Middle East and Asia. In fiscal 2025, 2026, we derived 37% 39% of our net sales from the United States, 28% 26% from Europe, 13% from the Middle East, 11% 10% from Asia and 11% 12% from other geographic areas. We have operations around the world that allow us to draw on the skills of a global workforce, provide flexibility to our operations, drive economies of scale, provide revenue streams that may help offset economic trends that are specific to individual countries, and facilitate access to new markets. Although international operations are subject to certain risks, we continue to believe that a global presence is key to maintaining strong relationships with many of our global customers and suppliers. Financial information related to the Company's geographic footprint of our continuing operations is included in Note 16, "Business Segment, Geographic and Customer Information" in the notes to the consolidated financial statements.

Company's geographic footprint of our continuing operations is included in Note 16, Business Segment, Geographic and Customer Information in the notes to the consolidated financial statements.

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We conduct research and development ( R&D a ctivities ) activities to develop new products and to enhance the functionality, effectiveness, ease of use and reliability of our existing products. We believe that our engineering and research and development efforts have been, and continue to be, key drivers of our success in the marketplace. Our advanced design and engineering capabilities contribute to the development of innovative and highly engineered products, maintain our technological leadership and enhance our ability to provide c ustomers customers with unique and customized solutions and products. We anticipate that we will continue to make significant expenditures for on research and development as we seek to provide new innovative tools and services to grow our market share. R&D costs are expensed as incurred and were $14 $15 million in fiscal 2025, $12 2026, $14 million in fiscal 2024 2025 and $9 $12 million in fiscal 2023. 2024.

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While we do have manufacturing capabilities including machining and fabrication, our manufacturing consists primarily of light assembly of components we source from a net work of global suppliers. We have implemented single piece flow processes in most of our plants which reduces reduce inventory levels, lowers lower re-work costs and shortens shorten lead times to customers. Components are built to our highly engineered specifications by a variety of suppliers in best-cost locations including various countries in Asia. We have built strong relationships with our key suppliers and, while we single source certain of our components, in many cases there are several qualified alternative sources.

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Our operating segments have a relat iv ely short order-to-ship cycle. We h ad order backlogs of $54 $81 million and $41 $54 million at August 31, 2025 2026 and 2024, 2025, respectively. The increase in our order backlog during the fiscal year over year was primarily due to continued effort to decrease inventory levels globally. strong order growth. Assuming no significant supply chain constraints arise after the date of this report, substantially all of the backlog at August 31, 2025 2026 is expected to be filled within twelve months.

While we typically experience a stronger second half to of our fiscal year, our consolidated sales are not subject to significant seasonal fluctuations.

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Quarter 1 (September - November) 24% 22% 24%

Quarter 2 (December - February) 24% 23% 24%

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Quarter 4 (June - August) 27% 28% 27%

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The talent that makes up our workforce (approximate ly 2,100 em ployees as of August 31, 2025) 2026) is critical to the success of our company and the ability to deliver shareholder value. Our talent development framework is built around a robust performance management and development structure. Together with their leaders, employees establish annual goals and objectives that align directly with our organizational commitments. We monitor progress throughout the year, with candid and frequent dialogue encouraged along the way, and a formal check-in process at the mid-year point to facilitate a clear understanding of progress against goals as well as career development for our employees. Semi-annually, our Executive Leadership Team reviews the skills we require to execute our corporate strategy and key role requirements to identify development opportunities for our emerging talent. Annually, we conduct performance review reviews and succession planning, and we promote a long-term career development view by encouraging the creation of unique individual development plans. Training opportunities for all levels of the organization are available and focus on skill, competency and leadership development. We believe in coaching and the sharing of perspectives, and we facilitate mentorship opportunities for the benefit of our workforce. We are committed to devoting the time, resources and planning necessary to maximize the potential of our employees' career development, as well as addressing the future skills needs of our organization.

In 2025, we rolled out Building a Culture of Success: Competencies and Behaviors for Enerpac Employees and Leaders, a very detailed competency model with behavioral guidance that we believe will foster the kind of culture that allows all of our employees to thrive. Launched in July 2025, all our employees will have completed a comprehensive workshop by end of November 2025 to explain what the model is, how to use it, and how it will be is used within the organization. In 2026, fiscal 2027, we will incorporate these are launching training for all People Leaders to learn more about the Leader Competencies, in how we how we reward and recognize performance, how we train and promote, with workshops and how we evaluate our performance. training for each of those competencies.

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Employee Safety . The safety, health, and well-being of our employees, contractors, and visitors at our sites globally is our top priority and a principle that is deeply embedded in our culture. Our leaders and employees at all levels embrace our health, safety, security, environment, and quality (''HSSEQ'') programs, which translates into an enterprise-wide obligation to provide healthy, safe and productive work environments for our employees and deliver high standards of safety and quality in the products, services and solutions for our customers and end-users. At the heart of our HSSEQ efforts is a desire to foster a culture of continuous improvement and employee collaboration and empowerment through training, frequent and constructive management engagement, a risk-based evaluation of business activities and behaviors, and the deployment of programs and resources to mitigate those risks. We continually track and report our performance, including thorough reviews of incidents, near-misses, and quality issues; and management accountability and discussion of these improvement opportunities is a cornerstone of all business reviews. We finished the year wit h with a Total Case Incident Rate (TCIR), of 0.68, compared with 0.54 inclusive of DTA. in fiscal 2025. Although this is represents an increase year-over-year as fiscal 2024 had a TCIR of 0.50. This puts our performance mid-way between approximately 26% from the top 25th percentile prior year, our TCIR remains significantly below industry averages and 50th percentile in comparison continues to place the Company within the top performing quartile of the BLS NAICS bracket for Machinery Manufacturing (NAICS 333) benchmark for companies businesses with greater more than 1,000 employees.

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Benjamin J. Topercer 48 Executive Vice President and Chief Human Resource Officer

The names, ages and positions of all of the executive officers of the Company as o f October 17, 2025 2026 are listed below.

Paul E. Sternlieb 53 54 President and Chief Executive Officer

Darren M. Kozik 48 49 Executive Vice Present President and Chief Financial Officer

Eric T. Chack 47 48 Executive Vice President - Operations

Mart T.W. Hinnen 44 Executive Vice President of Innovation & Heavy Industrial Technologies

Philip A. Jefferson 51 Executive Vice President, Chief Commercial Officer

Noah N. Popp 52 53 Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Counsel

Benjamin J. Topercer 49 Executive Vice President, Chief People & Technology Officer

Paul E. Sternlieb, President and Chief Executive Officer, was appointed President and Chief Executive Officer of the Company in October 2021. Prior to joining the Company, Mr. Sternlieb served as Executive Vice President ("EVP") and President, Protein, at John Bean Technologies Corporation ( JBT ) since October 2017. Prior to JBT, Mr. Sternlieb was Group President, Global Cooking in the Food Equipment Group at Illinois Tool Works since 2014. He served as a Vice President & General Manager with Danaher from 2011 to 2014. Before Danaher, he held management roles with the H.J. Heinz Company, a leading food production company, and was a consultant with McKinsey & Company.

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Mart T.W. Hinnen, Executive Vice President of Innovation & Heavy Industrial Technologies, joined the Company in March 2008 and has been promoted into roles of increasing responsibility since then, including General Manager of Heavy Lifting Technology & Machining in May of 2018, leading the ASCEND transformation program in April of 2022, adding the responsibility as Vice President of Innovation as of January 2024 and most recently promoted to Executive Vice President of Innovation & Heavy Industrial Technologies in May of 2026. Prior to joining the Company, Mart was an Internal Auditor at AXA. He has experience in implementing business transformations and market-leading innovation programs. Mart holds master s degrees in Industrial Engineering and Management from the University of Twente (Netherlands), in IT auditing from the University of Amsterdam (Netherlands), and in Finance & Control from the University of Nyenrode (Netherlands).

Philip A. Jefferson, Executive Vice President, Chief Commercial Officer, joined the Company as the President of the Europe, Middle East, a nd Africa ( EMEA ) Region in June of 2023; was promoted to Regional President, Americas & EMEA, in November of 2024; and most recently to Executive Vice President, Chief Commercial Officer in May of 2026. Prior to joining the Company, Phil served as European Sales & Marketing Director at Honeywell International from March 2022 to June 2023 and Vice President Strategic Sales & Innovation at The Barcode Warehouse from July 2020 to March 2022. Prior to joining The Barcode Warehou se, he held senior commercial leadership roles at Motorola Solutions. He has extensive experience in recruiting, developing, and leading high performing commercial teams. Phil holds a bachelor s degree from the University of Birmingham (UK).

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Benjamin J. Topercer, Executive Vice Principal and President, Chief Human Resource People & Technology Officer, joined the Company in February 2022, serving as Executive Vice President and leads the global Chief Human resources function, including our global HSSEQ organization, as well Resource Officer until his appointment as our Executive Vice President, Chief People & Technology Officer in August 2026. In his role, Ben is responsible for leading several key functions including Human Resources; Information Technology; Health, Safety, Security, and Environment and Corporate Communications. function. From June 2016 until he joined Enerpac, Mr. Topercer was the Chief Human Resource Officer for Vantage Specialty Chemicals, a manufacturer of specialty chemicals and ingredients included in consumer and industrial products. Prior to joining Vantage, he served in various human resources management roles for Premier Farnell Corporation, a distributor of electronic components, including as Global Head of HR for its sales, marketing, e-commerce and technology groups and specified business units, from September 2013 to June 2016. Prior to that, Mr. Topercer served as Director, Human Resources for Eaton Corporation, and its predecessor, Cooper Industries, from July 2011 to September 2013. Prior to that, he served in positions of progressive responsibility in the human resources group of Henkel Corporation from September 2004 to July 2011 and at Rexam Sussex from March 2000 to September 2004.

Risk factors 34 changes

The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties facing the Company. If any of the events contemplated by the following risks occurs, occur, our business, financial condition, or results of operations could be materially adversely affected. Additional risks and uncertainties not currently known to us, or that we currently believe are immaterial, also may adversely impact our business, including our ability to execute our strategic growth and profitability objectives.

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We procure certain components for our products from single or limited suppliers. In the event of supply disruptions from these suppliers, we may not be able to diversify our supply base for such components in a timely manner or may experience quality issues with alternate sources. Further, we procure a portion of our components from suppliers located in China, and we are therefore exposed to potential disruptions in deliveries from these suppliers due to political tensions with China, including tariffs and other trade restrictions; geopolitical risks; energy shortages or other causes. Our growth and ability to meet customer demand depend in large part on our ability to obtain timely deliveries of components and raw materials from our suppliers, and significant disruptions in their supply could materially adversely have an adverse material affect on our business, operating results, and financial condition and could materially damage customer relationships.

We have in the recent past experienced supply shortages and inflationary pressures for certain components and raw materials that were are important to our manufacturing proc ess. Growth in process. The global economy factors described above and others may exacerbate these pressures on us and our suppliers, and we expect these supply chain challenges and cost impacts may continue to impact us in the future. Moreover, our customers may be impacted by these same supply disruptions, reducing their demand for our products and services, which can adversely affect our financial results. Although we have generally secured additional supply from existing or alternate suppliers or taken other mitigating actions when such disruptions have occurred in past periods, there is no guarantee we can continue to do so in the future, and our business, results of operations, and financial condition could be adversely affected. When facing component supply-related challenges, we may also increase our inventories and purchase commitments to shorten lead times and increase the likelihood of maintaining adequate inventories to meet customer expectations. If the demand for our products is less than our expectations or if we otherwise fail to anticipate customer demand properly, an oversupply of components could result in inventory levels that could also lead to significant excess and obsolete inventory charges and adversely affect our operating and financial results.

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Our businesses and operating results have been, and will continue to be, affected by domestic and international economic conditions. The level of Demand for our products and services is affected by general economic and business conditions in our served end markets. A substantial portion of our revenues is derived from customers in cyclical industries (such as the industrial and oil & gas sectors) that typically are adversely affected in periods of economic contraction or volatility. In such periods, our customers may experience deterioration of their businesses, which may reduce or delay our sales. Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds and repairs, commodity prices, general economic conditions, availability of credit, funding available from government sources, and expectations of future market behavior. We have experienced contraction and challenging demand conditions in many of our served markets historically, and it is reasonably possible that we could experience such conditions in the future, which may adversely affect our financial condition, results of operations and cash flows and our ability to execute our strategy.

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A portion of our revenues is derived from customers in the midstream and downstream oil & gas industry. Disruptions in the global oil & gas markets (such as those due to the armed conflicts in the Middle East and the Ukraine/Russia conflict and the resulting international sanctions) and the armed conflicts in the Middle East) and other changes in the supply of, and demand for, oil can negatively affect have significant impacts on oil prices and negatively affect cash flows for many of those customers. This In addition, oil and gas infrastructure has been targeted in the armed conflicts in the Middle East and in Ukraine and Russia. Combined, these disruptions have resulted in, and in the future could result in, lower capital expenditures and project modifications, delays or cancellations by those customers, reducing the demand for certain of our products serving and services in that end market, which could adversely affect our results of operations and financial condition.

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The Company s ability to import products in a timely and cost-effective manner has been, and may continue to be, adversely affected by shortages of freight capacity, delays at ports, port strikes, and other issues that otherwise affect transportation and warehousing providers. For example, the armed conflicts in the Middle East and the associated attacks on commercial ships in the Red Sea region have caused global increases in shipping costs, as well as significant delays for some shipments. Globally, the shipping industry faces other challenges, including labor disputes at major ports and railways and weather-related disruptions, such as droughts in Panama reducing capacity in the Panama Canal, and extreme volatility in the price of oil. These issues could delay the delivery of our products or require the Company to locate alternative ports or warehousing providers to avoid disruption to customers. These alternatives may not be available on short notice or could result in higher freight and logistics costs, which could have an adverse impact on the Company s business and financial condition.

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We sell products and services through distributors and agents. In certain jurisdictions, those third parties represent a significant portion of our sales in their respective country. countries. Collection times for receivables in many foreign jurisdictions may often be substantially longer than those in the United States (though typically less than one year). Further, for certain of our services business agency relationships, we utilize intermediary agents and are dependent on our agents to collect payment on our behalf. The indirect sales channels expose us to the credit risk of both our channel partners and end customers and increase the risk of delayed payments or uncollectible balances, which has occurred in the past and may occur again. A liquidity event or dispute involving one of our channel partners may adversely affect our results of operations and financial condition.

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We may not be able to maintain operational improvements from our ASCEND transformation program and from restructuring actions.

As of August 31, 2024, ASCEND, a transformation program focused on driving accelerated earnings growth and efficiency across the business with the goal of delivering improved annual operating profit was completed, with total program costs of $75 million. The ASCEND program focused on 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 expenses. In addition, we implemented other plans that incurred restructuring costs to eliminate redundancies in our corporate or regional structures, eliminate excess capacity in our facilities as a result of 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 3. "ASCEND Transformation Program" and Note 4, "Restructuring Charges," in the notes to the consolidated financial statements and "Business Update" within Item 7 for further discussion of the ASCEND program and other current restructuring activities).

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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.

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A portion of our revenues are 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.

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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:

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the loss of key managers and employees of acquired businesses; or other material adverse events in the acquired businesses.

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.

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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.

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Our total assets reflect substantial intangible assets, primarily goodwill. As of August 31, 2025, 2026, goodwill and other intangible assets totaled $337 $333 million, or 41% 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.

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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.

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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.

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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.

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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, should 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.

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Borrowings under our revolving line of credit and our $200 million 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.

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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.

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the occurrence of restructuring charges;

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;

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General Risk Factors

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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 them, 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.

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Cybersecurity 4 changes

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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 and assess 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.

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tabletop exercises conducted at the management level to ensure the Company is prepared in the event of a cybersecurity incident and to help identify areas of improvement for the cyber security incident response and risk management programs;

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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 and our Director ) Information Security ("DIS") or external experts as part of the Board s continuing education on topics that impact public companies.

Our management team, including our VPIT and DIS, 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 cybersecurity leadership experience for our VPIT.

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Properties 5 changes

As of August 31, 2025, 2026, we owned or leased the following facilities (square footage in thousands):

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Industrial Tools & Services 10 33 43 207 1,009 1,216

Industrial Tools & Services 14 30 44 207 1,021 1,228

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States, the Netherlands, China, the United Kingdom and Spain. We also maintain a presence in Algeria, Australia, Brazil, France, Germany, Kazakhstan, India, Italy, Japan, Norway, Poland, Saudi Arabia, Singapore, South Africa, South Korea, and the United Arab Emirates. See Note 11, Leases in the notes to the consolidated financial statements for information regarding our lease commitments.

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.

Market for Registrant s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 23 changes

In December 2023, the Company's Board of Directors authorized the retirement of the Company's repurchased shares. The

Company repurchased and retired 1,309,466 shares for $ 38.4 million in fiscal 2024 and 1,699,200 shares for $ 68.7 million in fiscal 2025.

The following table summarizes share repurchases during the fourth quarter of fiscal 2025, all of which were purchased under publicly announced share repurchase programs.

Repurchased Average Price Paid Per Share Maximum Number of Shares that May Yet Be Purchased Under the Program

Jun 1 to June 30, 2025 36,498 $ 42.42 2,020,501

Jul 1 to July 31, 2025 796,920 38.35 1,223,581

Aug 1 to August 31, 2025 205,732 39.06 1,017,849

On October 10, 2025 , the Company s Board of Directors authorized the repurchase of shares of the Company s common stock for up to $ 200 million . The Company s management is authorized to determine the timing and amount of any such repurchases based on its evaluation of market conditions, capital alternatives, and other factors. Purchases under this authorization may be effected from time to time in both open market and privately negotiated transactions and may also be made under Rule 10b5-1 plans, which permit the Company to repurchase shares when it otherwise would be precluded from doing so under insider trading laws. This new share repurchase authorization expires on October 31, 2029 or earlier as may be determined by the Company s Board of Directors or an authorized committee. The new share repurchase authorization replaces the prior authorization except to the extent of purchases under the Company s Rule 10b5-1 plan then in place.

*$100 Invested on 8/31/20 in stock or index, including reinvestment of dividends.

Fiscal year ending August 31.

Copyright 2025 Standard & Poor's, a division of S&P Global. All rights reserved.

Copyright 2025 Russell Investment Group. All rights reserved.

Enerpac Tool Group Corp. $ 100.00 $ 121.23 $ 93.65 $ 126.72 $ 199.76 $ 205.28

Russell 2000 Index 100.00 147.08 120.78 126.40 149.74 161.97

S&P 600 Industrial Index 100.00 144.79 134.30 162.50 205.11 236.27

The Company s Cla ss A common stock is traded on the New York Stock Exchange under the symbol EPAC. As of September 30, 2025, 2026, there were 781 754 shareholde rs of record of the Company's Class A common stock.

In fiscal 2025, 2026, the Company declared a dividend of $0.04 per share of Class A common stock payable on October 17, 2025 16, 2026 to shareholders of record on October 7, 2025. 6, 2026. In fiscal 2024, 2025, the Company declared a dividend of $0.04 per share of Class A common stock payable on October 18, 2024 17, 2025 to shareholders of record on October 7, 2024. 2025.

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 March 2022, October 2025, the Company's Company s Board of Directors rescinded its prior share repurchase authorization and approved a new share repurchase program authorizing the repurchase of a total of 10,000,000 shares $200 million of the Company's 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, 2025, 2026, the maximum number value of shares that may yet be purchased under this the program authorization is 1,017,849 shares. $120 million .

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

The graph and table b elow compare the cumulative 5-year 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 Industrial Industrials Index. They assume that the value of the investment in our Class A common stock for the last trading day of each fiscal year, in each index, and in the peer group (in each case, including reinvestment of dividends) index was $100 on August 31, 2020 2021, and tracks it through the reinvestment of all dividends during the five-year period ended August 31, 2025. 2026.

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

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MD&A 128 changes

The following Management s Discussion and Analysis is intended to assist the reader in understandin g 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 Data Dat a .

The Company has one reportable segment, the Industrial Tools & Service 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 refinery/petrochemical; 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.

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General Business Update

In March 2022, the Company announced the start of its ASCEND transformation program ( ASCEND ). 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 expense by better leveraging resources to create a more efficient and agile organization.

In October 2023, the Company announced that during fiscal 2023, the Company had realized approximately $54 million of annual operating profit from execution of the ASCEND program and would no longer be breaking out the ASCEND benefit from results going into fiscal 2024. The ASCEND program was completed as of August 31, 2024, with total program costs of $75 million, of which $19 million related to restructuring charges. The following summarizes ASCEND transformation charges (in thousands):

2024 2023 Program to Completion

ASCEND Expense recorded in Cost of products sold 1,018 924 1,948

ASCEND Expense recorded in SG&A expenses 6,029 34,495 54,134

Total ASCEND Expense 7,047 35,419 56,082

Recorded with Restructuring charges 7,843 7,719 18,612

Total ASCEND Transformation Charges $ 14,890 $ 43,138 $ 74,694

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.

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The following table and corresponding year-over-year analysis sets forth our results of continuing operations: (dollars in millions, except per share amounts):

(dollars in millions, except per share amounts) Year Ended August 31,

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Total net sales $ 617 100 % $ 590 100 % $ 598 100 %

Gross profit 312 51 % 301 51 % 295 49 %

Restructuring charges 6 1 % 7 1 % 7 1 %

Operating profit 133 22 % 122 21 % 84 14 %

Financing costs, net 10 2 % 14 2 % 12 2 %

Fiscal 2025 Compared to Fiscal 2024

Gross profit as a percentage of sales was approximately 51% in fiscal 2025, remaining consistent with fiscal 2024 .

Operating profit for fiscal 2025 was $133 million, approximately $11 million higher than the prior fiscal year operating profit of $122 million. The increase in operating profit is primarily due to the flow through of gross profit on the incremental current year sales and lower selling, general & administrative ("SG&A") expense as a percentage of revenue compared to the prior year.

Fiscal 2024 Compared to Fiscal 2023

C onsolidated net sales for fiscal 2024 were $590 million, 1% lower than the prior-year sales of $598 million. The impact of foreign currency rates was nearly flat year-over-year, while the divestiture of the Cortland Industrial business during the fourth quarter of fiscal 2023 unfavorably impacted fiscal 2024 sales by approximately $23 million, or 4%. Product sales declined 3% compared to prior fiscal year to $474 million, with foreign currency impact of less than 1% and the Cortland Industrial divestiture unfavorably impacting sales by 5%, resulting in a 1% improvement in product organic sales. The increase in product organic sales was driven by pricing actions and mix within the IT&S product offerings; however, this was partially offset by a decrease in product organic sales in the Cortland Medical business due to softness in demand related to certain surgical procedures utilizing Cortland Biomedical products. Service sales were $116 million, an increase of 7% compared to the prior fiscal year. Foreign currency impact was nearly flat, resulting in a 7% increase in service organic sales over the prior fiscal year. The service organic sales increase was due to strong growth within our EMEA region from increased work scopes, higher maintenance activity in the North Sea and projects delayed from the prior fiscal year taking place during fiscal 2024.

Gross profit as a percentage of sales was approximately 51% in fiscal 2024, 2% higher than fiscal 2023. The increase in gross profit is primarily attributed to operational improvements from the ASCEND transformation program, as well as pricing actions and the disposition of Cortland Industrial.

Operating profit for fiscal 2024 was $122 million, approximately $38 million higher than the prior fiscal year of $84 million. Operating profit was impacted by the increased gross profit noted above, as well as a reduction of SG&A expense of $36 million compared to the prior fiscal year. The SG&A decrease was primarily due to lower ASCEND transformation program charges ($28 million), M&A charges ($1 million) and leadership transition charges ($1 million), as well as reduced incentive compensation expense.

% of net sales % of net sales

Total net sales $ 652 100 % $ 617 100 %

Total cost of products sold 305 49 331 51 % 288 305 49 % 303 51 %

Gross profit 321 49 % 312 51 %

Selling, general and administrative expenses 182 28 % 167 27 % 169 29 % 205 34 %

Amortization of intangible assets 6 1 % 3 1 % 5 6 1 %

Restructuring charges 3 1 % 6 1 %

Impairment & divestiture charges % % (6) (1) %

Operating profit 129 20 % 133 22 %

Financing costs, net 9 1 % 10 2 %

Other expense, net 3 0 % 3 1 % 3 %

Earnings before income tax expense 121 20 % 106 118 18 % 69 12 121 20 %

Income tax expense 28 5 % 23 4 % 15 3 28 5 %

Net earnings from continuing operations $ 90 14 % $ 93 15 %

Other Financial Data: (1)

Depreciation $ 2 $ 2

Capital expenditures 11 19

Net earnings from continuing operations $ 93 15 % $ 82 14 % $ 54 9 % (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

C onsolidated net sales for fiscal 2025 2026 were $617 $652 million, 5% 6% higher than the prior-year sales of $590 $617 million. The effect of the weakening U.S. dollar on foreign currency rates compared to the prior-year period favorably impacted sales by $2 million, or 1%, and the inclusion of DTA, acquired in the first quarter of fiscal 2025 favorably impacted sales by $20 $13 million, or 3%. 2%. This resulted in organic consolidated sales growth of approximately 1% 4% in the year. Management refers to sales adjusted to exclude the impact of these items foreign currency changes and recent acquisitions and divestitures as organic sales . Product sales increased 6% 9% to $500 $546 million, compared to the prior fiscal year. Foreign currency rate changes favorably impacted product sales by $2 million, or less than 1%, and the acquisition of DTA favorably impacted product sales by $20 $10 million, or 4%. This resulted 2%, resulting in product organic product sales growth of 1%. 7%. This increase in product organic product sales was primarily due to growth in the Americas and APAC regions, region and the Cortland Medical Biomedical business. This was offset by declines in our EMEA region. Service sales were $117 $106 million, an increase a decrease of 1% 9% compared to the prior fiscal year. Foreign currency impact was nearly flat, rate changes favorably impacted service sales by $3 million, o r 3%, resulting in a 1% increase 12% decrease in service organic service sales over compared to the prior fiscal year. The service organic sales increase decrease in the service business was due to strong growth within our Americas region that was partially offset by declines in lower activity, within our 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.

The IT&S segment is a global supplier of branded hydraulic and mechanical tools and services to a broad array of end markets, including refinery/petrochemical; 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):

(dollars in millions)

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Net Sales $ 596 $ 571 $ 555

Operating Profit 164 153 136

Operating Profit % 27.5 % 26.8 % 24.5 %

Fiscal 2025 Compared to Fiscal 2024

Fiscal 2025 net sales were $596 million, an increase of $25 million, or 4% from fiscal 2024 sales of $571 million. The impact of foreign currency was nearly flat and the first quarter acquisition of DTA favorably impacted sales by $20 million, or 3%, resulting in organic sales growth for the segment of approximately 1%. The primary driver of this organic sales increase was strong performance in the Americas and APAC regions.

Fiscal 2025 operating profit increased $11 million to $164 million. This increase was driven by the flow-through impact of the increased sales and lower SG&A expense as a percentage of revenue.

Fiscal 2024 Compared to Fiscal 2023

Fiscal 2024 net sales were $571 million, an increase of $16 million, or 3% from fiscal 2023 sales of $555 million. Organic sales also increased by 3%, as the impact of foreign currency was nearly flat. The increase in sales was predominately driven by our Service business which had strong growth within our EMEA region from increased work scopes, higher maintenance activity in the North Sea and projects delayed from the prior fiscal year taking place during fiscal 2024. Sales in the Product business also increased, but not to the extent of the Service business. The growth in Product business sales was driven by pricing actions and product mix within the IT&S product offerings.

Fiscal 2024 operating profit increased $17 million to $153 million. This increase was driven by the aforementioned pricing actions, with some volume contribution and a reduction in SG&A expenses. The reduction of SG&A expense was from reduced ASCEND charges ($4 million) and lower incentive compensation expense, partially offset by slightly higher restructuring charges ($1 million) for this segment.

Corporate consists of selling, general and administrative costs and expenses, including executive, legal, finance, human resources, and information technology, that are not allocated to the segments based on their nature. Corporate expenses were $36 million in fiscal 2025, which were flat compared to fiscal 2024 expenses.

Corporate expenses in fiscal 2024 were $27 million lower than the fiscal 2023 expenses of $63 million. This decrease was primarily due to a reduction in ASCEND charges in fiscal 2024 ($25 million).

Net financing costs were $10 million, $14 million and $12 million in fiscal years 2025, 2024 and 2023, respectively. The decrease in net financing costs for fiscal 2025 to fiscal 2024 was due to a mix of lower debt balances and lower interest rates. The increase in net financing costs for fiscal 2023 to fiscal 2024 was due to the year-over-year increase in interest rates and debt levels.

The Company's i ncome 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 three fiscal years were as follows (dollars in thousands):

2026 2025 $ Change % Change

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.

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and 48 more changes in the filing

Market risk 2 changes

1 unchanged paragraph

Interest Rate Risk As of August 31, 2025, 2026, long-term debt consisted of no borrowings under the revolving line of credit (variable rate debt) and $ 190 $183 million of term-loan debt bearing interest based on SOFR (variable rate). An interest-rate swap effectively converts the SOFR-based rate of $ 60 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, 2025 2026 .

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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 $8 $30 million lower and operating profit would have been $2 $4 million lower for the fiscal year ended August 31, 2025. 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, 2025 2026 financial position would result in a $36 $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.

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Financial statements 5 changes

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Consolidated Statements of Earnings for the years ended August 31, 2026, 2025 2024 and 2023 2024

Consolidated Statements of Comprehensive Income for the years ended August 31, 2026, 2025 2024 and 2023 2024

Consolidated Balance Sheets as of August 31, 2025 2026 and 2024 2025

Consolidated Statements of Cash Flows for the years ended August 31, 2026, 2025 2024 and 2023 2024

Consolidated Statements of Shareholders Equity for the years ended August 31, 2026, 2025 2024 and 2023 2024

Notes to the financial statements 236 changes

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Schedule II Valuation and Qualifying Accounts for the years ended August 31, 2026, 2025 2024 and 2023 2024

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We have audited the accompanying consolidated balance sheets of Enerpac Tool Group Corp. (the Company) as of August 31, 2025 2026 and 2024, 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, 2025, 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, 2025 2026 and 2024, 2025, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2025, 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, 2025, 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 17, 2025 29, 2026 expressed an unqualified opinion thereon.

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Remeasurement of the potential contingent earn-out related to the acquisition of DTA The Smart Move , S.A.

Valuation of the potential earn-out and acquired intangible assets the Matter As described in Note 5 to the consolidated financial statements, during the year ended August 31, 2025, the Company completed the its acquisition of DTA The Smart Move, S.A. ( ("DTA") ) for an initial purchase price consideration of $26.7 million, plus a potential earn-out contingent consideration of 12 up to 12.0 million. euro. The potential earn-out contingent consideration is to be paid payable at the end of the third year following the acquisition and is tied to based on the achievement of certain specified financial objectives. targets. The Company s accounting for this acquisition included determining is required to remeasure the fair value of the potential earn-out payment and intangible assets acquired, which primarily included developed technology. contingent consideration at each reporting date, with changes in fair value recognized in earnings.

Auditing the Company's accounting for its acquisition remeasurement of DTA 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 2.3 million euro and intangible assets of $15.0 2.9 million. which principally consisted of developed technology. The significant estimation uncertainty of the remeasurement of the potential earn-out and developed technology intangible were was primarily due to the sensitivity of the respective fair values to underlying assumptions about the acquired business s 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 estimate remeasure the value of the potential earn-out included the forecasted gross profit and the discount rate. The Company used the relief from royalty rate method to value the developed technology intangible. The significant assumptions used to estimate the value of the developed technology intangible included the survivor curve for attrition of existing technology, revenue growth, royalty charges 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 acquisitions. the remeasurement of the potential earn-out. For example, our tests included controls over the estimation remeasurement process supporting the recognition and measurement of the potential earn-out. and developed technology intangible. We also tested management s review of the valuation models model and significant assumptions used in the valuations. valuation.

To test the estimated fair value remeasurement of the potential earn-out, and developed technology intangible, 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 involved our valuation professionals with specialized skills and knowledge to assist with our evaluation of evaluated the methodology used by the Company and significant assumptions included in the fair value estimates estimate and we evaluated the reasonableness of management s forecasts of future cash flows by comparing the projections to historical results. and certain peer companies.

6 unchanged paragraphs

We have audited Enerpac Tool Group Corp. s internal control over financial reporting as of August 31, 2025, 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, 2025, 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, 2025 2026 and 2024, 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, 2025, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated October 17, 2025 29, 2026 expressed an unqualified opinion thereon.

10 unchanged paragraphs

(in thousands, except per share amounts)

Product $ 500,075 $ 474,004 $ 490,629

Service & rental 116,824 115,506 107,575

Total net sales 616,899 589,510 598,204

(in millions, except per share amounts) Year Ended August 31,

Product $ 546.1 $ 500.1 $ 474.0

Service & rental 106.2 116.8 115.5

Total net sales 652.3 616.9 589.5

1 unchanged paragraph

Product 227,633 212,847 235,403

Service & rental 77,437 75,652 67,762

Total cost of products sold 305,070 288,499 303,165

Gross profit 311,829 301,011 295,039

Selling, general and administrative expenses 166,920 168,565 205,064

Amortization of intangible assets 5,576 3,312 5,112

Restructuring charges 5,862 7,400 7,096

Impairment & divestiture charges (benefit) 147 ( 6,155 )

Operating profit 133,471 121,587 83,922

Financing costs, net 9,911 13,524 12,389

Other expense, net 2,831 2,544 2,635

Earnings before income tax expense 120,729 105,519 68,898

Income tax expense 27,980 23,312 15,249

Net earnings from continuing operations 92,749 82,207 53,649

Net earnings $ 92,749 $ 85,749 $ 46,561

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 (loss) from discontinued operations, net of income taxes 3,542 ( 7,088 ) 3.5

Net earnings $ 89.7 $ 92.7 $ 85.7

1 unchanged paragraph

Basic $ $ 0.07 $ ( 0.13 )

Diluted $ $ 0.06 $ ( 0.12 )

Basic $ 1.73 $ 1.72 $ 1.51 $ 0.95

Diluted $ 1.72 $ 1.70 $ 1.50 $ 0.94

Earnings (loss) per share from discontinued operations

Basic $ 1.73 $ 1.72 $ 1.58 $ 0.82

Diluted $ 1.72 $ 1.70 $ 1.56 $ 0.82

1 unchanged paragraph

Basic 54,049 54,336 56,680

Diluted 54,485 54,862 57,117

Basic 51.8 54.0 54.3

Diluted 52.2 54.5 54.9

3 unchanged paragraphs

Net earnings $ 92,749 $ 85,749 $ 46,561

(in millions) Year Ended August 31,

Net earnings $ 89.7 $ 92.7 $ 85.7

1 unchanged paragraph

Foreign currency translation adjustments 10,154 3,053 12,887

Cash flow hedges 14 552 ( 375 )

Comprehensive income $ 105,013 $ 90,561 $ 60,312

Foreign currency translation adjustments 1.3 10.2 3.1

Pension and other postretirement benefit plans 2,096 1,207 1,239 2.3 2.1 1.2

Cash flow hedges 0.4 0.5

Total other comprehensive income, net of tax 12,264 4,812 13,751 4.0 12.3 4.8

Comprehensive income $ 93.7 $ 105.0 $ 90.5

3 unchanged paragraphs

Cash and cash equivalents $ 151,558 $ 167,094

Accounts receivable, net 106,085 104,335

Inventories, net 78,774 72,887

Other current assets 39,701 27,942

Total current assets 376,118 372,258

Goodwill 289,787 269,597

Other intangible assets, net 46,942 36,058

Other long-term assets 61,745 59,130

Total assets $ 827,867 $ 777,328

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

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3 unchanged paragraphs

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and 156 more changes in the filing

Note 1: Summary of Significant Accounting Policies 12 changes

1 unchanged paragraph

Consolidation and Presentation: T he 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. Reference References to fiscal years, such as fiscal 2025," 2026, are to the fiscal year ending on August 31 of the specified year.

1 unchanged paragraph

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 ( 47.3 46.6 % and 48.7 47.3 % of total inventories as of August 31, 2025 2026 and 2024, 2025, respectively). If the LIFO method were not used, inventory balances would be higher than reported amounts in the consolidated balance sheets by $ 18.1 17.0 million and $ 17.8 18.1 million at August 31, 2025 2026 and 2024, 2025, respectively. During the fiscal year ended August 31, 2025, 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 $ 3.7 1.7 million. This increase in income is attributable to the liquidation of inventory carried at lower historical costs.

1 unchanged paragraph

Machinery and equipment 152,138 145,604

Less: Accumulated depreciation ( 126,135 ) ( 119,989 )

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 $ 10.1 11.2 million, $ 10.0 10.1 million and $ 11.2 10.0 million for the years ended August 31, 2026, 2025 2024 and 2023, 2024, respectively. The following is a summary of the Company's components of property, plant and equipment: (in thousands):

(in millions) 2026 2025

Land, buildings and improvements $ 27,272 27.5 $ 14,670 27.3

Machinery and equipment 156.3 152.1

Gross property, plant and equipment 179,410 160,274 183.8 179.4

Less: Accumulated depreciation ( 129.4 ) ( 126.1 )

Property, plant and equipment, net $ 53,275 54.4 $ 40,285 53.3

1 unchanged paragraph

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 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

1 unchanged paragraph

Note 2: Revenue from Contracts with Customers 14 changes

6 unchanged paragraphs

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

1 unchanged paragraph

Revenues recognized at point in time $ 472,710 $ 456,890 $ 482,506

Revenues recognized over time 144,189 132,620 115,698

Total $ 616,899 $ 589,510 $ 598,204

(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

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

(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

1 unchanged paragraph

Note 3: ASCEND Transformation Program 10 changes

1 unchanged paragraph

2024 2023 Program to Completion

Total ASCEND Expense 7,047 35,419 56,082

The following summarizes ASCEND transformation charges: (in thousands):

(in millions) 2024 Program to Completion

ASCEND Expense recorded in Cost of products sold $ 1,018 $ 924 1.0 $ 1,948 2.0

ASCEND Expense recorded in SG&A expenses 6,029 34,495 54,134 6.0 54.1

Total ASCEND Expense 7.0 56.1

Recorded with Restructuring charges 7,843 7,719 18,612 7.8 18.6

Total ASCEND Transformation Charges $ 14,890 $ 43,138 14.8 $ 74,694 74.7

1 unchanged paragraph

ENERPAC TOOL GROUP CORP.

Note 4: Restructuring Charges 28 changes

2 unchanged paragraphs

Year Ended August 31, 2025

Cash payments ( 3,510 ) ( 197 )

Impact of changes in foreign currency rates ( 17 )

For the years year ended August 31, 2024, and 2023, the Company recorded $ 7.8 million, and $ 7.7 million, respectively, 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 thousands):

(in millions) IT&S Corporate

Balance as of August 31, 2024 2023 $ 3,527 2.2 $ 197 0.1

Restructuring charges 7.2 0.6

Cash payments ( 5.4 ) ( 0.4 )

Balance as of August 31, 2024 3.5 0.2

Cash payments ( 3.5 ) ( 0.2 )

1 unchanged paragraph

Year Ended August 31, 2024

Restructuring charges 7,244 552

Cash payments ( 5,352 ) ( 429 )

Other non-cash uses of reserve ( 635 )

Impact (1) Represents other non-cash items and impacts of changes in foreign currency rates. 32

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 $ 3,527 $ 197

Restructuring charges 2.5 3.4

Cash payments ( 0.8 )

Balance as of August 31, 2023 $ 2,238 $ 74 2025 1.7 1.4

Restructuring charges

Cash payments ( 1.5 ) ( 1.4 )

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 .

1 unchanged paragraph

Note 5: Acquisitions 12 changes

The excess of the acquisition purchase price over the fair value assigned to the assets acquired and liabilities assumed was recorded to goodwill. The value of the assets acquired and liabilities assumed as of the acquisition date were as follows (in thousands):

Current assets $ 6,299

Property, plant and equipment 2,841

Intangible assets 14,977

Long-term assets 400

Total assets acquired 39,201

Current liabilities ( 6,977 )

Long-term liabilities ( 5,563 )

Net assets acquired $ 26,661

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. with a maximum total purchase price of 36.0 million. The acquisition was funded with both cash on hand and borrowings from our existing credit facility . T he Company recorded a liability of 2.3 million related to the potential earn-out payment and recognized $ 15.0 million of intangible assets made up of amortizable assets including $ 1.7 million in tradenames amortizable over three years , $ 3.6 million in customer relationship amortizable over fourteen years and $ 9.8 million in developed technology over seven years . Management has estimated the fair value of the earn-out liability to be 2.5 million as of August 31, 2025. The Company has 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 1 change

1 unchanged paragraph

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 Condensed 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.

1 unchanged paragraph

Note 7: Goodwill, Intangible Assets and Long-Lived Assets 23 changes

Balance as of August 31, 2023 $ 255,285 $ 11,209 $ 266,494

Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value

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, 2025 2026 and 2024 2025 by operating segment are as follows: (in thousands):

(in millions) IT&S Other Total

Balance as of August 31, 2024 258,388 11,209 269,597 $ 258.4 $ 11.2 $ 269.6

DTA Acquisition 14,684 14,684 14.7 14.7

Impact of changes in foreign currency rates 5,506 5,506 5.5 5.5

Balance as of August 31, 2025 $ 278,578 $ 11,209 $ 289,787 278.6 11.2 289.8

Impact of changes in foreign currency rates 3,103 3,103 ( 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: (in thousands):

Weighted Average Amortization Period (Year) August 31, 2025 2026 August 31, 2024 2025 (in millions) Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value

1 unchanged paragraph

Customer relationships 14 $ 115,055 $ 104,083 $ 10,972 $ 109,582 $ 99,530 $ 10,052

Patents 12 11,193 9,796 1,397 9,916 9,408 508

Developed Technology 7 10,283 1,469 8,814

Trademarks and tradenames 7 7,291 3,100 4,191 2,764 2,308 456

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

1 unchanged paragraph

Tradenames N/A 21,568 21,568 25,042 25,042 21.6 21.6 21.6 21.6

The Company estimates amortization expense for future years to be: $ 5.8 million in fiscal 2026, $ 5.7 6.0 million in fiscal 2027, $ 3.6 3.9 million in fiscal 2028, $ 3.5 3.7 million in fiscal 2029, $ 2.6 2.9 million in fiscal 2030, $2.0 $ 2.3 million in fiscal 2031, and $ 2.3 2.6 million in aggregate thereafter. T he 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.

1 unchanged paragraph

Note 8: Debt 16 changes

The following is a summary of the Company s indebtedness: (in thousands):

(in millions) 2026 2025

1 unchanged paragraph

Term Loan 190,000 195,000

Total Senior Indebtedness 190,000 195,000

Debt issuance costs ( 332 ) ( 497 )

Term Loan 182.5 190.0

Total Senior Indebtedness 182.5 190.0

Less: Current maturities of long-term debt ( 7,500 10.0 ) ( 5,000 7.5 )

Debt issuance costs ( 0.2 ) ( 0.3 )

Total long-term debt, less current maturities $ 182,168 172.3 $ 189,503 182.2

1 unchanged paragraph

On September 9, 2022, the Company refinanced its previous senior credit facility with a new $ 600 million senior credit facility, comprised of a $ 400 million revolving line of credit and a $ 200 million term loan, which is was scheduled to mature in September 2027. The Company has had the option to request up to $ 300 million of additional revolving commitments and/or term loans under the credit this facility, subject to customary conditions, including the commitment of the participating lenders. This facility replaces LIBOR with 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 pa yable quarterly on the average unused amount of the revolving line of credit ranging from 0.15 % to 0.3 % pe r annum, based on the Company's net leverage. At August 31, 2026, the interest rate on the borrowings under the senior credit facility bear interest at 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 certain of the equity interests of certain subsidiaries of the Company. The Company was in compliance with all covenants under the credit facility at August 31, 2025. 2026.

At August 31, 2025, 2026, there were $ 190.0 182.5 million in borrowings outstanding under the term l oans, no borrowings outstanding under the revolving line of credit and $ 399.2 625.0 million available for borrowing under the revolving line of credi t facility after reduction for $ 0.8 million of outstanding letters of credit issued under the 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.

1 unchanged paragraph

The Company made cash net interest payments of $ 8.8 7.9 million , $ 12.4 8.8 million and $ 10.6 12.4 million in fiscal 2026, 2025 2024 and 2023, 2024, respectively.

Note 9: Fair Value Measurements 2 changes

1 unchanged paragraph

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, 2025 and 2024 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 asset of less than $ 0.1 million and a net liability of $ 0.3 million at August 31, 2025 and 2024, respectively .

The fair value of the Company's interest rate swap and net investment hedge was an asset of less than $ 0.1 million and a liability of $ 4.7 million at August 31, 2025 and an asset of $ 0.1 million and a liability of $ 1.6 million at August 31, 2024 (see

1 unchanged paragraph

Note 10: Derivatives 7 changes

1 unchanged paragraph

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 incl uded in Other expense, net in the Consolidated Statements of Earnings). The U.S. dollar equivalent notional value of these short duration foreign currenc y exchange contracts was $ 10.3 8.3 million and $ 15.6 10.3 million at August 31, 2025 2026 and 2024, 2025, respectively. The fair value of outstanding foreign currency exchange contracts was a net asset liability of less than $ 0.1 million and net liability asset of less than $ 0.3 0.1 million at August 31, 2025 2026 and 2024, 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: (in thousands):

1 unchanged paragraph

(in millions) 2026 2025 2024

Foreign currency (gain) loss $ ( 45 0.8 ) $ 863 $ 945 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 less than $ 0.1 0.4 million and net loss of less than $ 0.5 0.1 million for the years ended August 31, 2025 2026 and 2024, 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 an incremental 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 $ 3.6 3.5 million and $ 0.3 3.6 million for the years ended August 31, 2025 2026 and 2024, 2025, respectively , is recorded in other comprehensive income (loss).

ENERPAC TOOL GROUP CORP.

Note 11: Leases 24 changes

As of August 31, 2025, 2026, the Company ha d 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, 2025 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.

1 unchanged paragraph

and 23 more changes in the filing

Note 12: Employee Benefit Plans 33 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 33 more changes in the filing

Note 13: Income Taxes 15 changes

1 unchanged paragraph

and 15 more changes in the filing

Note 14: Capital Stock and Share Repurchases 2 changes

1 unchanged paragraph

and 2 more changes in the filing

Note 15: Stock Plans 1 change

1 unchanged paragraph

and 1 more change in the filing

Note 16: Business Segment, Geographic and Customer Information 22 changes

1 unchanged paragraph

and 22 more changes in the filing

Note 17: Commitments and Contingencies 2 changes

2 unchanged paragraphs

1 unchanged paragraph

and 2 more changes in the filing

Controls and procedures 4 changes

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 4 more changes in the filing

Other information 1 change

and 1 more change in the filing

Management 1 change

2 unchanged paragraphs

and 1 more change in the filing

Executive compensation 1 change

and 1 more change in the filing

Principal stockholders 1 change

and 1 more change in the filing

Related-party transactions 1 change

and 1 more change in the filing

Principal Accountant Fees and Services 1 change

and 1 more change in the filing

Exhibits 39 changes

7 unchanged paragraphs

9 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

3 unchanged paragraphs

5 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

2 unchanged paragraphs

2 unchanged paragraphs

and 39 more changes in the filing

Form 10-K Summary 27 changes

and 27 more changes in the filing