Advanced Energy Industries Inc 10-Q for FY2026 Q3

Advanced Energy Industries Inc (AEIS)

10-Q 2026-11-02 For: 2026-09-30

Added on November 02, 2026

About this 10-Q

Advanced Energy Industries Inc filed this 10-Q on November 2, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).

Advanced Energy's nine-month revenue reached $1,781.5 million, up 36.1%, while gross profit rose to $726.1 million. It issued $1.15 billion of 0% Convertible Notes due 2031 and redeemed $136.4 million of 2028 Notes. AI summary

Headline figures

Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $696.4M; up 50.3% from $463.3M a year earlier
Net income: $115.6M; up 150.2% from net income of $46.2M a year earlier
Diluted EPS: $2.79; up 132.5% from $1.20 a year earlier

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☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2026
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Delaware	84-0846841
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1595 Wynkoop Street, Suite 800, Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	AEIS	Nasdaq Global Select Market



	PART I FINANCIAL INFORMATION

ITEM 1.	UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	3

	Consolidated Balance Sheets	3

	Consolidated Statements of Operations	4

	Consolidated Statements of Comprehensive Income (Loss)	5

	Consolidated Statements of Stockholders’ Equity	6

	Consolidated Statements of Cash Flows	8

	Notes to Consolidated Financial Statements	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43

ITEM 4.	CONTROLS AND PROCEDURES	44

	PART II OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	44

ITEM 1A.	RISK FACTORS	44

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	45

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	45

ITEM 4.	MINE SAFETY DISCLOSURES	45

ITEM 5.	OTHER INFORMATION	46

ITEM 6.	EXHIBITS	48

	SIGNATURES	50


		September 30,			December 31,
		2026			2025
ASSETS
Current assets:
Cash and cash equivalents		$	1,424.6		$	791.2
Accounts receivable, net			474.8			325.2
Inventories			645.7			411.2
Other current assets			68.1			46.3
Total current assets			2,613.2			1,573.9
Property and equipment, net			347.3			272.8
Operating lease right-of-use assets			114.5			98.1
Other assets			173.3			182.5
Intangible assets, net			102.3			117.7
Goodwill			299.1			300.8
TOTAL ASSETS		$	3,649.7		$	2,545.8

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	363.2		$	224.1
Accrued payroll and employee benefits			89.1			93.0
Other accrued expenses			99.8			78.1
Customer deposits and other			14.9			12.7
Current portion of long-term debt			136.4			567.5
Current portion of operating lease liabilities			18.5			15.8
Total current liabilities			721.9			991.2
Long-term debt, net			1,129.5			—
Operating lease liabilities			107.6			95.7
Defined employee benefit pension plan			47.9			49.4
Other long-term liabilities			36.1			38.9
Total liabilities			2,043.0			1,175.2

Deferred compensation			16.0			7.8
Commitments and contingencies (Note 13)

Stockholders' equity:
Preferred stock, $0.001 par value, 1.0 shares authorized, none issued and outstanding			—			—
Common stock, $0.001 par value, 140.0 and 70.0 shares authorized at September 30, 2026 and December 31, 2025, respectively; 40.0 and 37.8 issued and outstanding at September 30, 2026 and December 31, 2025, respectively			—			—
Common stock associated with deferred compensation plan			(14.2)			(2.6)
Additional paid-in capital			257.3			230.6
Accumulated other comprehensive income			5.2			6.2
Retained earnings			1,342.4			1,128.6
Total stockholders' equity			1,590.7			1,362.8
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	3,649.7		$	2,545.8



		Three Months Ended September 30,					Nine Months Ended September 30,
		2026		2025			2026			2025
Revenue, net		$	696.4	$	463.3		$	1,781.5		$	1,309.4
Cost of revenue			407.3		288.9			1,055.4			821.1
Gross profit			289.1		174.4			726.1			488.3

Operating expenses:
Research and development			67.1		59.1			194.5			172.3
Selling, general, and administrative			73.8		59.8			205.5			179.0
Amortization of intangible assets			5.0		5.6			15.5			16.7
Restructuring, asset impairments, and other charges			—		0.7			4.0			8.9
Total operating expenses			145.9		125.2			419.5			376.9
Operating income			143.2		49.2			306.6			111.4

Interest income			11.6		6.6			25.6			20.1
Interest expense			(3.0)		(4.2)			(10.4)			(12.6)
Loss on induced conversion of debt			—		—			(31.8)			—
Other income (expense), net			0.1		0.7			(1.5)			(7.4)
Income from continuing operations, before income tax			151.9		52.3			288.5			111.5
Income tax provision			36.1		5.9			50.9			14.7
Income from continuing operations			115.8		46.4			237.6			96.8
Loss from discontinued operations, net of income tax			(0.2)		(0.2)			(1.1)			(0.7)
Net income		$	115.6	$	46.2		$	236.5		$	96.1

Basic weighted-average common shares outstanding			40.0		37.6			38.8			37.6
Diluted weighted-average common shares outstanding			41.4		38.5			41.9			38.1

Earnings (loss) per share:
Continuing operations:
Basic earnings per share		$	2.90	$	1.23		$	6.12		$	2.57
Diluted earnings per share		$	2.80	$	1.21		$	5.67		$	2.54
Discontinued operations:
Basic loss per share		$	(0.01)	$	(0.01)		$	(0.03)		$	(0.02)
Diluted loss per share		$	—	$	(0.01)		$	(0.03)		$	(0.02)
Net income:
Basic earnings per share		$	2.89	$	1.23		$	6.10		$	2.56
Diluted earnings per share		$	2.79	$	1.20		$	5.64		$	2.52



	Common Stock			Common Stock				Accumulated
				Associated with		Additional		Other				Total
				Deferred		Paid-in		Comprehensive		Retained		Stockholders'
	Shares	Amount		Compensation Plan		Capital		Income (Loss)		Earnings		Equity
Balances, December 31, 2024	37.7	$	—	$	(0.9)	$	189.1	$	(11.8)	$	1,026.7	$	1,203.1
Stock issued from equity plans	0.2		—		—		(9.1)		—		—		(9.1)
Stock-based compensation	—		—		—		11.6		—		—		11.6
Share repurchases	—		—		—		—		—		(0.9)		(0.9)
Dividends declared ($0.10 per share)	—		—		—		—		—		(3.8)		(3.8)
Other comprehensive income	—		—		—		—		4.5		—		4.5
Deferred compensation	—		—		—		—		—		0.2		0.2
Common shares issued to deferred compensation plan	—		—		(1.7)		1.7		—		—		—
Net income	—		—		—		—		—		24.7		24.7
Balances, March 31, 2025	37.9		—		(2.6)		193.3		(7.3)		1,046.9		1,230.3
Stock issued from equity plans	0.1		—		—		1.1		—		—		1.1
Stock-based compensation	—		—		—		12.2		—		—		12.2
Share repurchases	(0.3)		—		—		(1.4)		—		(21.4)		(22.8)
Dividends declared ($0.10 per share)	—		—		—		—		—		(3.9)		(3.9)
Other comprehensive income	—		—		—		—		16.1		—		16.1
Deferred compensation	—		—		—		—		—		(0.9)		(0.9)
Net income	—		—		—		—		—		25.2		25.2
Balances, June 30, 2025	37.7		—		(2.6)		205.2		8.8		1,045.9		1,257.3
Stock issued from equity plans	—		—		—		(0.3)		—		—		(0.3)
Stock-based compensation	—		—		—		12.3		—		—		12.3
Dividends declared ($0.10 per share)	—		—		—		—		—		(3.9)		(3.9)
Other comprehensive loss	—		—		—		—		(3.5)		—		(3.5)
Deferred compensation	—		—		—		—		—		(0.9)		(0.9)
Net income	—		—		—		—		—		46.2		46.2
Balances, September 30, 2025	37.7	$	—	$	(2.6)		217.2	$	5.3	$	1,087.3	$	1,307.2


	(in millions)
December 31, 2025	$	7.2
Net increases to accruals		1.0
Warranty expenditures		(2.0)
September 30, 2026	$	6.2


		September 30, 2026
		Gross Carrying			Accumulated			Net Carrying			Weighted-Average Remaining
		Amount			Amortization			Amount			Useful Life (in years)

		(in millions)
Technology		$	100.9		$	(81.4)		$	19.5		6.2
Customer relationships			170.3			(94.6)			75.7		7.1
Trademarks and other			26.8			(19.7)			7.1		2.9
Total		$	298.0		$	(195.7)		$	102.3		6.6

		December 31, 2025
		Gross Carrying			Accumulated			Net Carrying			Weighted-Average Remaining
		Amount			Amortization			Amount			Useful Life (in years)

		(in millions)
Technology		$	101.8		$	(78.2)		$	23.6		6.6
Customer relationships			171.4			(86.3)			85.1		7.7
Trademarks and other			27.3			(18.3)			9.0		3.6
Total		$	300.5		$	(182.8)		$	117.7		7.2


Year Ending December 31,		(in millions)
2026 (remaining)	$	4.8
2027		17.8
2028		16.6
2029		15.0
2030		13.4
Thereafter		34.7
Total	$	102.3


		Foreign Currency Translation		Defined Employee Benefit Plan		Total

	(in millions)
Balance at December 31, 2024	$	(22.3)	$	10.5	$	(11.8)
Other comprehensive income (loss) prior to reclassifications		4.5		—		4.5
Amounts reclassified from accumulated other comprehensive income (loss)		0.1		(0.1)		—
Balance at March 31, 2025	$	(17.7)	$	10.4	$	(7.3)
Other comprehensive income (loss) prior to reclassifications		16.2		—		16.2
Amounts reclassified from accumulated other comprehensive income (loss)		—		(0.1)		(0.1)
Balance at June 30, 2025	$	(1.5)	$	10.3	$	8.8
Other comprehensive income (loss) prior to reclassifications		(3.4)		—		(3.4)
Amounts reclassified from accumulated other comprehensive income (loss)		—		(0.1)		(0.1)
Balance at September 30, 2025	$	(4.9)	$	10.2	$	5.3


	2026 Plan		2025 Plan			2024 Plan		2023 Plan		Total

	(in millions)
December 31, 2025	$	—	$	4.5		$	3.4	$	3.2	$	11.1
Costs incurred and charged to expense		2.1		0.3			1.2		0.1		3.7
Costs paid		(0.3)		(2.1)			(2.3)		(0.5)		(5.2)
Change in estimate		—		(1.2)			—		(1.2)		(2.4)
September 30, 2026	$	1.8	$	1.5		$	2.3	$	1.6	$	7.2


	Cumulative Cost Through
	September 30, 2026
	2026 Plan				2025 Plan		2024 Plan			2023 Plan			Total

	(in millions)
Severance and related charges	$	2.1		$	3.8		$	31.9		$	14.8		$	52.6
Facility relocation and closure charges		—			—			0.1			—			0.1
Total restructuring charges	$	2.1		$	3.8		$	32.0		$	14.8		$	52.7


		September 30, 2026
		(in millions)
Shares available for future issuance under the 2023 Incentive Plan		3.7
Shares available for future issuance under the ESPP		0.5


		Nine Months Ended September 30, 2026
				Weighted-
				Average
		Number of		Grant Date
		RSUs		Fair Value
		(in millions)
RSUs outstanding at beginning of period		1.0		$	111.72
RSUs granted		0.3		$	304.06
RSUs vested		(0.5)		$	106.62
RSUs forfeited		(0.1)		$	138.43
RSUs outstanding at end of period		0.7		$	183.98


		Three Months Ended September 30,					Nine Months Ended September 30,
		2026		2025			2026			2025

		(in millions)
Semiconductor Equipment		$	322.2	$	196.6		$	819.9		$	628.3
Data Center Computing			256.2		171.6			641.9			409.4
Industrial and Medical			90.5		71.2			242.5			204.1
Telecom and Networking			27.5		23.9			77.2			67.6
Total		$	696.4	$	463.3		$	1,781.5		$	1,309.4


		Three Months Ended September 30,												Nine Months Ended September 30,
		2026						2025						2026						2025

		(in millions)
United States		$	176.9		25.4	%		$	113.9		24.6	%		$	451.7		25.4	%		$	399.8		30.5	%
Mexico			179.2		25.7				72.4		15.6				436.3		24.5				155.2		11.9
Malaysia			82.2		11.8				44.4		9.6				194.5		10.9				117.4		9.0
Japan			47.9		6.9				71.1		15.3				138.1		7.8				167.0		12.8
All others			210.2		30.2				161.5		34.9				560.9		31.4				470.0		35.8
Total		$	696.4		100.0	%		$	463.3		100.0	%		$	1,781.5		100.0	%		$	1,309.4		100.0	%


		September 30,				December 31,
		2026				2025
Weighted-average remaining lease term (in years)			7.4				8.2
Weighted-average discount rate			6.3	%			6.4	%


		Three Months Ended September 30,										Change 2026 v. 2025
		2026					2025					Dollar			Percent

		(in millions)
Semiconductor Equipment		$	322.2	46.3	%		$	196.6	42.4	%		$	125.6		63.9	%
Data Center Computing			256.2	36.8				171.6	37.0				84.6		49.3	%
Industrial and Medical			90.5	13.0				71.2	15.4				19.3		27.1	%
Telecom and Networking			27.5	3.9				23.9	5.2				3.6		15.1	%
Total		$	696.4	100.0	%		$	463.3	100.0	%		$	233.1		50.3	%

		Nine Months Ended September 30,										Change 2026 v. 2025
		2026					2025					Dollar			Percent

		(in millions)
Semiconductor Equipment		$	819.9	46.0	%		$	628.3	48.0	%		$	191.6		30.5	%
Data Center Computing			641.9	36.0				409.4	31.3				232.5		56.8	%
Industrial and Medical			242.5	13.6				204.1	15.6				38.4		18.8	%
Telecom and Networking			77.2	4.4				67.6	5.1				9.6		14.2	%
Total		$	1,781.5	100.0	%		$	1,309.4	100.0	%		$	472.1		36.1	%


Reconciliation of non-GAAP measures
Non-GAAP gross profit, gross margin, operating expenses,		Three Months Ended September 30,						Nine Months Ended September 30,
operating income, and operating margin		2026			2025			2026			2025

		(in millions)
Gross profit from continuing operations, as reported		$	289.1		$	174.4		$	726.1		$	488.3
Adjustments to gross profit:
Stock-based compensation			2.0			1.3			5.7			3.6
Facility, infrastructure, and other transition costs			2.1			5.5			6.5			10.8
Non-GAAP gross profit			293.2			181.2			738.3			502.7

GAAP gross margin			41.5%			37.6%			40.8%			37.3%
Non-GAAP gross margin			42.1%			39.1%			41.4%			38.4%

Operating expenses from continuing operations, as reported			145.9			125.2			419.5			376.9
Adjustments:
Amortization of intangible assets			(5.0)			(5.6)			(15.5)			(16.7)
Stock-based compensation			(16.6)			(13.3)			(52.4)			(37.6)
Acquisition-related costs			—			(1.2)			(0.1)			(4.0)
Facility, infrastructure, and other transition costs			(0.9)			(1.0)			(2.3)			(4.1)
Restructuring, asset impairments, and other charges			—			(0.7)			(4.0)			(8.9)
Non-GAAP operating expenses			123.4			103.4			345.2			305.6
Non-GAAP operating income		$	169.8		$	77.8		$	393.1		$	197.1

Operating income, as reported		$	143.2		$	49.2		$	306.6		$	111.4
Adjustments to gross profit			4.1			6.8			12.2			14.4
Adjustments to operating expenses			22.5			21.8			74.3			71.3
Non-GAAP operating income		$	169.8		$	77.8		$	393.1		$	197.1

Income from continuing operations, as reported		$	115.8		$	46.4		$	237.6		$	96.8
GAAP operating margin			20.6%			10.6%			17.2%			8.5%
Non-GAAP operating margin			24.4%			16.8%			22.1%			15.1%


Name and Title	Date of Adoption	Duration of the Trading Arrangement	Aggregate Number of Shares to be Sold
Bernard R. Colpitts, Jr. Senior Vice President, Chief Accounting Officer	August 12, 2026	⁽¹⁾	⁽¹⁾
John Donaghey Executive Vice President, Chief Commercial Officer	August 12, 2026	Until February 22, 2027 or such earlier date upon which all transactions are completed ⁽²⁾	11,277
Bernard R. Colpitts, Jr. Senior Vice President, Chief Accounting Officer	August 14, 2026	Until May 31, 2027 or such earlier date upon which all transactions are completed ⁽²⁾	⁽³⁾
John Donaghey Executive Vice President, Chief Commercial Officer	August 18, 2026	⁽¹⁾	⁽¹⁾
Elizabeth K. Vonne Executive Vice President, General Counsel and Secretary	August 18, 2026	⁽¹⁾	⁽¹⁾
Stephen D. Kelley President and Chief Executive Officer	August 19, 2026	⁽¹⁾	⁽¹⁾
Paul Oldham Executive Vice President, Chief Financial Officer	August 21, 2026	⁽¹⁾	⁽¹⁾
Stephen D. Kelley President and Chief Executive Officer	September 11, 2026	Until March 31, 2027 or such earlier date upon which all transactions are completed ⁽²⁾	50,000
Elizabeth K. Vonne Executive Vice President, General Counsel and Secretary	September 11, 2026	Until March 31, 2027 or such earlier date upon which all transactions are completed ⁽²⁾	363

Exhibit		Incorporated by Reference
Number	Description	Form	File No.	Exhibit	Filing Date
10.1	Third Amended and Restated 2023 Omnibus Incentive Plan				Filed herewith

10.2	Form of Amended and Restated Restricted Stock Unit Award Agreement under the Third Amended and Restated 2023 Omnibus Incentive Plan				Filed herewith

10.3	Form of Amended and Restated Performance Stock Unit Award Agreement under the Third Amended and Restated 2023 Omnibus Incentive Plan				Filed herewith

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				Filed herewith

31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				Filed herewith

32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				Filed herewith

32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				Filed herewith

101.INS	Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)				Filed herewith

101.SCH	Inline XBRL Taxonomy Extension Schema Document.				Filed herewith

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.				Filed herewith

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				Filed herewith

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.				Filed herewith


		ADVANCED ENERGY INDUSTRIES, INC.

Dated:	November 2, 2026	/s/ Paul Oldham
		Paul Oldham Chief Financial Officer and Executive Vice President (Principal Financial Officer)

		/s/ Bernard R. Colpitts, Jr.
		Bernard Colpitts, Jr.
		Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)


Grant Date:	[OPTION_DATE,'Month DD, YYYY']
Vesting Commencement Date:	[VEST_BASE_DATE,'Month DD, YYYY']
Number of Restricted Stock Units:	[TOTAL_SHARES_GRANTED,'999,999,999']
Vesting Schedule; Forfeiture:	For Employee Award Holders: 1/3 of the Restricted Stock Units will vest on each of the first three anniversaries of the Vesting Commencement Date, provided you are continuously employed by, or in service with, the Company or an Affiliate until the applicable vesting date. If you retire from all employment and service with the Company after reaching age 60 and completing at least 5 years of continuous service at the Company, then this Award shall continue to vest in accordance with the vesting schedule set forth above for the twelve (12) months following the date of your retirement; provided that you (a) provide (i) written notice of your retirement to the Company at least 90 days after the Grant Date and (ii) such notice is at least six (6) months’ in advance of your retirement (which notice may be waived or shortened at the discretion of the Administrator (or its delegee, Chief Executive Officer)) and (b) if requested by the Company, execute a restrictive covenant agreement, effective as of the date of your retirement, in a form satisfactory to the Company. For clarity, there will be no acceleration of this Award’s vesting schedule and any portion of this Award that remains unvested 12 months after the date of your retirement shall be forfeited. Except as otherwise provided in the immediately preceding paragraph or any Company-issued executive change of control and severance agreement to which you are subject (a “CIC & Severance Agreement”), upon your termination of employment with, or cessation of services to, the Company and its Affiliates prior to the date the Restricted Stock Units and any Dividend Equivalent Units have been settled and paid, Section 18 of the Plan will govern the effect of such termination or cessation on the Restricted Stock Units. Upon a Change of Control, Section 17(c) of the Plan will apply to this Award.

	There is no right to discretionary acceleration of vesting of the Restricted Stock Units under this Award under any circumstance, and any such discretionary acceleration may occur only after consideration of Section 409A of the Internal Revenue Code.
Settlement of Restricted Stock Units:	Subject to any applicable deferral election under a deferred compensation plan of the Company, on the date which your Restricted Stock Units vest (or at any date later in the same calendar year), the Company will settle such vested Restricted Stock Units by, as determined by the Committee in its discretion, (a) making an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested, (b) paying to you an amount in cash equal to the product of the Fair Market Value at the time of settlement multiplied by the number of Restricted Stock Units that have vested or (c) settling a portion in Shares and a portion in cash.
Transferability of Restricted Stock Units:	You may not sell, transfer or otherwise alienate or hypothecate this Award or any of your Restricted Stock Units until they have settled. In addition, by accepting this Award, you agree not to sell any Shares acquired under this Award other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale. The Company also may require you to enter into a stockholder’s agreement that will include additional restrictions on the transfer of Shares acquired under this Award.
Rights as Stockholder; Dividend Equivalent Units:	You will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Restricted Stock Units or the Shares subject to the Restricted Stock Units (including with respect to voting or dividends) unless and until the Restricted Stock Units are settled in Shares; provided that your Award will include Dividend Equivalent Units as described below. This Award includes Dividend Equivalent Units representing a right to receive a cash payment equal to any cash dividends that would have been received by you if each Restricted Stock Unit that vests hereunder had been an issued and outstanding Share on all dividend record dates between the Grant Date and the settlement date of such Restricted Stock Unit. Any such cash payment shall be made at the same time as the related Restricted Stock Units are settled. Notwithstanding the foregoing, the Company may, in its discretion, rather than accruing and paying Dividend Equivalent Units in cash, deem Dividend Equivalent Units to be reinvested into a number of additional Restricted Stock Units determined by dividing the value of the dividend equivalents that would have been received by the Fair Market Value on the date of reinvestment, as determined by the Company. Such additional Restricted Stock Units shall be subject to the same terms and conditions, and shall become vested and paid, or forfeited, at the same time and in the same form as the Restricted Stock Units to which the dividend equivalents relate.
Market Stand-Off:	In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the



Grant Date:	March 1, 2026
Number of Performance Stock Units (“PSUs”) at Target:	[TOTAL_SHARES_GRANTED,'999,999,999']
Performance Period:
Earning of PSUs:
Forfeiture of PSUs:	Except as otherwise provided in any Company-issued executive change of control and severance agreement to which you are a party (a “CIC & Severance Agreement”), upon your termination of employment with, or cessation of services to, the Company and its Affiliates prior to the date the PSUs and any Dividend Equivalent Units have been settled and paid, Section 18 of the Plan will govern the effect of such termination or cessation on the PSUs. Upon the Committee’s determination of the extent to which the PSUs have been earned, any PSUs that are thereby determined not to have been earned will be immediately and automatically forfeited.
Settlement of PSUs:	As soon as reasonably practicable after the Committee’s determination of the number of PSUs that have been earned and vested following the end of the Performance Period, the Company will settle the earned and vested PSUs, subject to any applicable deferral election under a deferred compensation arrangement of the Company, by the delivery of a number of Shares equal to the number of earned and vested PSUs (or by the delivery of cash equal to the Fair Market Value of a number of Shares equal to the number of earned and vested PSUs, or a combination of such cash and Shares, as determined at the discretion of the Committee).


	/s/ Stephen D. Kelley
	Stephen D. Kelley
	Chief Executive Officer


	/s/ Paul Oldham
	Paul Oldham
	Chief Financial Officer and Executive Vice President


	/s/ Paul Oldham
	Paul Oldham
	Chief Financial Officer & Executive Vice President