BRC 10-K
Brady Corp (BRC)
10-K
2026-09-03
For: 2026-07-31
View Original
Added on
September 03, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended July 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 1-14959
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices and Zip Code)
(414 ) 358-6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Emerging growth company | |||||||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the non-voting common stock held by non-affiliates of the registrant as of January 31, 2026, was approximately $3,638,047,763 based on the closing sale price of $86.47 per share on that date as reported for the New York Stock Exchange. As of August 31, 2026, there were 43,360,586 outstanding shares of Class A Nonvoting Common Stock (the “Class A Common Stock”), and 3,538,628 shares of Class B Common Stock. The Class B Common Stock, all of which is held by affiliates of the registrant, is the only voting stock.
INDEX
| PART I | Page | ||||
| PART II | |||||
| PART III | |||||
| PART IV | |||||
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PART I
Forward-Looking Statements
In this Annual Report on Form 10-K for Brady Corporation (“Brady,” “Company,” “we,” “us,” or “our”), statements that are not reported financial results or other historic information are “forward-looking statements.” These forward-looking statements relate to, among other things, the Company’s future financial position, business strategy, targets, projected sales, costs, income, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations.
The use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project,” “plan” or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions, and other factors, some of which are beyond Brady’s control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For Brady, uncertainties arise from:
•Ability to integrate the Productivity Solutions and Services (“PSS”) acquisition while minimizing operational disruptions
•Our increased indebtedness, financial condition and fulfillment of obligations thereunder
•Increased cost of materials, labor, material shortages and supply chain disruptions, including as a result of tariffs or other impacts of the global trade environment
•Decreased demand for the Company’s products
•Impact of regional conflict and geopolitical developments
•Ability to compete effectively or to successfully execute the Company’s strategy
•Ability to develop technologically advanced products that meet customer demands
•Ability to identify, integrate, and grow acquired companies, and to manage contingent liabilities from divested businesses
•Ability to effectively integrate artificial intelligence (“AI”) and automation into our business processes
•Difficulties in protecting websites, networks, and systems against security breaches and difficulties in preventing phishing attacks, social engineering or malicious break-ins
•Extensive regulations by U.S. and non-U.S. governmental and self-regulatory entities
•Risks associated with the loss of key employees
•Litigation, including product liability claims
•Global climate change and environmental regulations
•Foreign currency fluctuations
•Changes in tax legislation and tax rates
•Potential write-offs of goodwill and other intangible assets
•Differing interests of voting and non-voting shareholders and changes in the regulatory and business environment around dual-class voting structures
•Numerous other matters of national, regional and global scale, including major public health crises and government responses thereto and those of a political, economic, business, competitive, and regulatory nature contained from time to time in Brady’s U.S. Securities and Exchange Commission (“SEC”) filings, including, but not limited to, those factors listed in the “Risk Factors” section within Item 1A of Part I of this Annual Report on Form 10-K
These uncertainties may cause Brady’s actual future results to be materially different than those expressed in its forward-looking statements. Brady does not undertake to update its forward-looking statements except as required by law.
Item 1. Business
General Development of Business
Brady was incorporated under the laws of the state of Wisconsin in 1914. Brady is a global manufacturer and supplier of identification solutions and workplace safety products that identify and protect premises, products and people. The ability to provide customers with a broad range of proprietary, customized and diverse products for use in various applications across multiple industries and geographies, along with a commitment to quality and service, have made Brady a leader in many of its markets.
The Company is organized and managed on a geographic basis with two reportable segments: Americas & Asia and Europe & Australia. The Americas & Asia segment is comprised of our operations in North America, South America and Asia, while the Europe & Australia segment is comprised of our operations in Europe, the Middle East, Africa and Australia. This
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regional operating structure provides a framework to align local execution with global scale and supports consistent integration of acquired businesses.
The Company’s primary objective is to build upon its market position and increase shareholder value by enabling a highly competent and experienced organization to focus on the following key competencies:
•Innovative products — Technologically-advanced, proprietary products that drive revenue growth and sustain gross profit margins through continuous research and development (“R&D”) investment and close collaboration with customers on application-specific needs
•Customer experience — Understanding customer needs and providing a high level of service through dedicated account support, localized technical expertise, and integrated tools that enhance responsiveness and ease of doing business
•Global leadership position in niche markets — Leveraging strong distribution networks, application knowledge, and long-standing relationships to maintain leadership in specialized identification and safety markets, while expanding scale and reach through targeted investments and acquisitions
•Digital capabilities — Enhancing transactional websites, product content, and customer portals to provide easy-to-find solutions and seamless transactions, supported by digital tools that improve execution and reach
•Compliance expertise — Leveraging regulatory knowledge to provide innovative solutions that support customer compliance, enabling confidence and growth in regulated industries
•Operational excellence — Driving productivity through lean manufacturing, automation, and supply chain optimization, while expanding customization capabilities to deliver tailored solutions efficiently and at scale
The Company’s strategy is to apply these core competencies to drive long-term growth, improve profitability, and strengthen its competitive position. Key initiatives in fiscal 2026 included:
•Investing in organic growth by enhancing our R&D process and utilizing customer feedback and observations to develop innovative new products that solve customer needs and improve environmental sustainability.
•Delivering a high-quality customer experience by aligning with customers’ preferred communications channels and leveraging technology to strengthen engagement.
•Expanding and enhancing sales capabilities through an improved digital presence and the use of data-driven marketing automation tools.
•Maintaining profitability through pricing mechanisms to mitigate the impacts of ongoing supply chain disruptions and inflationary pressures while ensuring prices remain competitive.
•Integrating recent acquisitions, including the acquisition of the PSS business from Honeywell International Inc. (“Honeywell”), to enhance our strategic position and accelerate long-term sales growth.
•Advancing operational excellence by executing sustainable efficiency gains within our selling, general and administrative structures and within our global operations, including cost reduction initiatives, insourcing of critical products and manufacturing activities, and reducing the Company’s environmental footprint.
•Continuing to build a high-performance culture, which rewards execution, fosters inclusion, and strengthens employee engagement, recruitment, and retention.
Recent Development
Acquisition of Honeywell’s PSS business
Subsequent to the end of fiscal year 2026, on August 3, 2026, the Company acquired Honeywell’s PSS business for a cash purchase price of $1.4 billion, subject to customary post-closing adjustments. PSS is a global manufacturer and provider of integrated mobile computing, scanning, printing, and software solutions.
The acquisition is expected to significantly expand the Company’s product portfolio and capabilities within product identification and track-and-trace applications. The acquisition is also expected to substantially increase the Company’s scale, expand its addressable market within the retail, transportation, warehousing, and logistics verticals, and complement its existing specialty identification offerings.
The purchase price, related transaction fees and expenses were funded through a combination of cash on hand, $800 million of borrowings under the Company’s $1.0 billion aggregate credit agreement entered into on June 12, 2026 (the “new credit agreement”), and proceeds from the private placement of $800 million aggregate principal amount of senior notes completed on August 3, 2026. The excess proceeds were designated for general corporate purposes.
The financial results of the PSS business will be integrated into the Company’s consolidated financial statements starting from August 3, 2026 and will be included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
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October 31, 2026. Refer to Item 8, Note 6, “Debt” and Note 17, “Subsequent Events”, for additional information regarding the financing structures and accounting considerations related to this transaction.
Narrative Description of Business
Overview
The Company is organized and managed on a geographic basis with two reportable segments: Americas & Asia and Europe & Australia. Below is a summary of sales by reportable segment during the years ended July 31:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Americas & Asia | 66.6 | % | 65.7 | % | 66.1 | % | ||||||||||||||
| Europe & Australia | 33.4 | % | 34.3 | % | 33.9 | % | ||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||
Within each of the reportable segments, the Company markets, sells and distributes a broad range of identification and safety products and solutions across the following primary product categories:
•Safety and facility identification and protection, which includes safety signs, traffic signs and control products, floor-marking tape, pipe markers, labeling systems, spill control products, lockout/tagout devices, personal protection equipment, first aid products, and software and services for safety compliance auditing, procedures writing and training.
•Product identification, which includes materials, printing systems, radio frequency identification (“RFID”) and barcode scanners for product identification, direct part marking, engraving equipment, brand protection labeling, work in process labeling, finished product identification, asset tracking labels, asset tags and industrial track and trace applications.
•Wire identification, which includes handheld printers, wire markers, sleeves, and tags.
•Healthcare identification, which includes wristbands, labels, printing systems, and other products used in hospital, laboratory, and other healthcare settings for tracking and improving the safety of patients.
•People identification, which includes name tags, badges, lanyards, rigid card printing systems, and access control software.
The Company markets and sells its products through multiple channels, including distributors, value-added resellers (“VARs”), a direct sales force, and digital channels. Brady has long-standing relationships with a broad range of electrical, safety, industrial and other domestic and international distributors and channel partners. The direct sales force within each region works with end-users, VARs and distributors by providing technical application and product expertise. The Company provides access to its products through brand-specific websites and catalogs.
The Company markets its products under a variety of brand names:
•Brady: product identification labels, wire identification products, printers, software, safety and facility identification products, lock-out/tag-out products, brand protection labels, people identification products, microfluidic solutions products, and specialty materials
•Seton, Emedco, Signals, Safety Signs Service, and Pervaco: Safety and facility identification products
•PDC, PDC Healthcare, MAGiCARD, and Promovision: People and healthcare identification products
•Gravotech: Laser and mechanical engraving machines
•SPC: Spill control products
•Code: Barcode scanners
•Securimed, Accidental Health and Safety and Trafalgar: First aid products
•Electromark: Identification products for the utility industry
•Nordic ID: RFID products
•Carroll: Wire identification products
The Company manufactures differentiated, proprietary products, most of which have been internally developed. These internally developed products include materials, printing and identification systems, tracking systems, and software. Materials manufactured by the Company generally require a high degree of precision and the application of adhesives with chemical and physical properties suited for specific uses. The Company’s manufacturing processes include compounding, coating, converting, printing, melt-blown operations, software development and printer design and assembly.
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Competition is based upon several factors, including product innovation, customer service, breadth of product offering, product quality, price, expertise, production capabilities, and for multinational customers, our global footprint. Competition is highly fragmented, ranging from smaller companies offering minimal product variety, to some of the world’s largest adhesive and electrical product companies offering competing products as part of their overall product lines.
These products serve customers in many industries within each reportable segment, of which those industries include industrial manufacturing, electronic manufacturing, healthcare, chemical, oil, gas, alternative energy, automotive, aerospace, governments, mass transit, mechanical contractors, construction, utilities, education, leisure and entertainment, retail and telecommunications, among others.
Research and Development
The Company focuses its R&D efforts on identification and printing systems, pressure sensitive materials, engraving systems, microfluidic technologies, scanners and software. The Company incurred $94.0 million, $79.9 million, and $67.7 million of expense on its R&D activities during the years ended July 31, 2026, 2025, and 2024, respectively. The majority of R&D spend supports the Company’s identification products. Material development involves the application of surface chemistry concepts for top coatings and adhesives applied to a variety of base materials. The design of our identification and printing systems integrates materials, embedded software, a variety of printing technologies and product scanning and identification technologies to form a complete solution for customer applications. In addition, R&D supports production and marketing efforts by providing application and technical expertise.
The Company owns patents and tradenames relating to certain products in the United States and internationally. Although the Company believes patents are a significant driver in maintaining its position for certain products, technology in the areas covered by many of the patents continues to evolve and may limit the value of such patents. The Company’s business is not dependent on any single patent or group of patents. Patents applicable to specific products extend for up to 20 years according to the date of patent application filing or patent grant, depending upon the legal term of patents in the various countries where patent protection is obtained. The Company’s tradenames are generally valid ten years from the date of registration, and are typically renewed on an ongoing basis.
Operations
The materials used in the products manufactured by the Company consist of a variety of plastic and synthetic films, paper, metal and metal foil, cloth, fiberglass, inks, dyes, adhesives, pigments, natural and synthetic rubber, organic chemicals, polymers, and solvents for consumable identification products in addition to molded parts, electronic components, chips, and sub-assemblies for identification and printing systems. The Company operates coating facilities that manufacture bulk rolls of label stock for internal and external customers. In addition, the Company purchases finished products for resale.
The Company purchases raw materials, components and finished products from many suppliers. Overall, we are not dependent upon any single supplier for our most critical base materials or components. However, we have chosen in certain situations to sole source, or limit the sources of materials, components, or finished items for design or cost reasons. As a result, disruptions in supply could have an impact on results for a period of time, but we believe most disruptions would simply require qualification of new suppliers and the disruption would be modest. In certain instances, the qualification process could be more costly or take a longer period of time and in certain situations, such as a global shortage of critical materials or components, the financial impact could be material.
The Company carries working capital mainly related to accounts receivable and inventory. Inventory consists of raw materials, work in process and finished goods. Generally, custom products are made to order while an on-hand quantity of stock product is maintained to provide customers with timely delivery. Average time to fulfill customer orders varies from same-day to one month, depending on the type of product, customer request, and whether the product is stock or custom-designed and manufactured. Normal and customary payment terms primarily range from net 10 to 90 days from date of invoice and vary by geography.
The Company has a broad customer base, and no individual customer represents 10% or more of total net sales.
Human Capital Management
As of July 31, 2026, the Company employed approximately 6,325 individuals worldwide, of which approximately 1,750 were employed in the United States and approximately 4,575 were employed outside the United States.
The Company’s Vice President of Human Resources is responsible for developing the Company’s human capital strategy, which includes the attraction, acquisition, development, engagement and retention of talent to deliver on the Company’s strategy as well as the design of employee compensation and benefits programs. Management is responsible for executing the
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Company’s human capital strategy. The Vice President of Human Resources is also responsible for enhancing the Company’s high-performance culture, which rewards execution and fosters inclusion, to drive differential performance and execute our strategy for the organization. The Company’s Board of Directors and its committees receive regular updates on the operation and status of these initiatives and human capital trends and activities from the Vice President of Human Resources, the CEO and others within senior management.
Key areas of focus with respect to human capital include:
Health and Safety: The Company’s health and safety programs are designed around global standards with appropriate variations addressing the multiple jurisdictions and regulations, specific hazards and unique working environments of the Company’s manufacturing, distribution and headquarter operations. The Company requires each of its locations to perform regular safety audits to ensure proper safety policies, program procedures, analyses and trainings are in place. The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations. Lagging indicators include the OSHA Total Recordable Incident Rate (“TRIR”) and the Lost Time Case Rate (“LTCR”) based upon the number of incidents per 100 employees. Leading indicators include reporting and closure of all near miss events. The Company also utilizes trainings such as Environmental, Health and Safety (“EHS”) coaching and engagement conversations as preventative measures. During the year ended July 31, 2026, the Company had a TRIR of 0.53, a LTCR of 0.31 and no work-related fatalities.
Inclusive Workplace: The Company prioritizes fostering an inclusive workplace where employees feel valued and heard. This commitment is central to our ability to leverage the full strengths of our workforce, aiming to exceed customer expectations and achieve growth objectives. To support this, the Company engages employees through various employee resource groups. These groups bring together employees to share common interests in personal and professional development, while improving corporate culture and delivering business results. Senior leaders throughout the organization sponsor and support each employee resource group.
The Company also strives to build a robust talent pipeline by partnering with its business units in their workforce planning to develop initiatives and goals to recruit talent across all defined organizational levels and skill areas. The Company trains its recruiting workforce in sourcing strategies aimed at broadening its talent pool and partners with external organizations that develop and supply a wide range of talent. As a commitment to an inclusive workplace, the Company supports the unique input of individuals at all levels within the organization.
Training and Talent Development: The Company is committed to the continued development of its people. Strategic talent reviews and succession planning occur on a planned cadence annually. The CEO and the Vice President of Human Resources convene meetings with senior Company leadership and the Board of Directors to review top enterprise talent and discuss succession planning for key leadership roles. The Company also emphasizes career development planning to support employee growth and progression across a wide range of roles and functions.
The Company provides technical training to employees, customers and suppliers who work for or with the Company’s products. Training is provided in a variety of formats to accommodate the respective learner’s style, pace, location, technical knowledge and access.
Compensation and Benefits: The Company values its people and strives to deliver compensation and benefit programs and plans that are competitive with the external market. The Company provides subsidized health and welfare benefits, as well as postretirement, incentive and equity-based compensation plans and programs to eligible employees. Refer to the Compensation Discussion & Analysis for additional information regarding the Company’s compensation and benefits programs.
Information Available on the Internet
The Company’s Corporate Internet address is www.bradyid.com. The Company makes available, free of charge, on or through its website, copies of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to all such reports as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. The Company is not including the information contained on or available through its website as part of, or incorporating such information by reference into, this Annual Report on Form 10-K.
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Item 1A. Risk Factors
Investors should carefully consider the risks set forth below and all other information contained in this report and other documents we file with the SEC. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected economic or business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business and financial results.
Business Risks
The acquisition of Honeywell’s PSS business is subject to significant integration risks that may impact the combined company’s financial results.
On August 3, 2026, we completed the acquisition of PSS. The transaction significantly increases the size and complexity of our current operations and exposes us to operational, financial, and other risks associated with integrating a large global business, and there can be no assurance that the business cultures of the two businesses will prove to be compatible. In addition, in connection with the closing of the transaction, Honeywell completed a global internal reorganization to separate the PSS business from its other operations. Despite completion of this reorganization, we may identify operational, financial, tax, legal or other issues arising from the separation that were not anticipated before closing, which could result in additional costs, liabilities or delays in the integration of the acquired business.
The integration of the PSS business requires significant management attention, resources and expenditures. We may experience difficulties in integrating or coordinating systems, processes, internal controls, product portfolios, operations, sales channels and go-to-market activities, as well as retaining employees and maintaining relationships with customers, distributors, other channel partners and suppliers. The ongoing integration process is subject to a number of uncertainties, and it is possible that the ongoing integration process could take longer than anticipated. Our results of operations could also be adversely affected by any issues attributable to the PSS business’s operations that arose or are based on events or actions that occurred prior to the closing of the transaction. These challenges could disrupt our operations, adversely impact customer or channel partner relationships, or prevent us from realizing the anticipated benefits of the acquisition.
We may not realize the anticipated benefits of the acquisition, including expected growth opportunities and cost synergies, within the anticipated time periods or at all. These expected benefits and cost synergies are based on estimates and assumptions made by us that are inherently uncertain, and are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. We cannot guarantee that we will achieve the full amount of expected benefits and cost synergies on the schedule anticipated, or at all, that the actual expenses required to achieve these benefits and cost synergies will not materially exceed our current estimates, or that these benefits and cost synergies will not have other adverse effects on our business. If we are unable to successfully integrate PSS or realize the expected benefits of the acquisition, our business, financial condition and results of operations could be adversely affected.
We have incurred and expect to continue to incur a number of non-recurring costs associated with combining the operations of the two businesses, which cannot be fully estimated accurately at this time. We may also incur additional costs to attract, motivate or retain management personnel and other key employees. We have incurred and will continue to incur acquisition fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs.
Our increased indebtedness could limit our financial flexibility and adversely affect our business and financial results.
To fund the acquisition of the PSS business, we incurred indebtedness consisting of $800 million aggregate principal amount of borrowings under our new credit agreement and $800 million aggregate principal amount of senior notes issued in a private placement. The use of debt financing to fund the acquisition increases our indebtedness and creates additional financial risks for our business.
Our increased leverage could have adverse consequences, including reducing our financial flexibility to respond to changing business and market conditions, limiting our ability to pursue strategic opportunities, and requiring us to dedicate a greater portion of our operating cash flows to principal and interest payments. If our cash flows from operations are insufficient to satisfy our debt service requirements, or we are unable to reduce our indebtedness as anticipated, our ability to fund organic growth initiatives, R&D, capital expenditures, acquisitions and other strategic priorities could be limited.
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Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness. Rising interest rates may also reduce our ability to access the capital markets and/or increase our cost of capital either of which could adversely affect our business, financial condition and results of operations.
Our debt agreements also contain financial and other covenants that may restrict our ability to take certain actions, and failure to comply with these covenants could result in an event of default and accelerate our repayment obligations. In addition, borrowings under our new credit agreement bear interest at variable rates, which exposes us to increases in interest expense if market interest rates rise. These factors could adversely affect our business, financial condition and results of operations.
Raw material, component and other cost inflation, as well as supply shortages, could adversely affect our business and financial results.
We manufacture certain parts and components of our products and rely on third-party suppliers for raw materials, components and finished goods. The availability, pricing and lead times of these inputs may be affected by a variety of factors, including supply and demand imbalances, supplier capacity constraints, tariffs and other trade restrictions, geopolitical developments, transportation disruptions and other supply chain constraints. Certain materials and components may be available from a limited number of suppliers, and qualifying alternative suppliers may require significant time and expense.
Following the acquisition of PSS, our exposure to the cost and availability of electronic components, including memory and other semiconductor components, has increased. Significant increases in input costs, shortages of key components or extended lead times could increase our costs, disrupt production, limit our ability to meet customer demand and adversely affect our profit margins and results of operations.
We may take actions to mitigate supply shortages and disruptions, including increasing inventory levels or purchasing components in advance of anticipated demand. These actions may increase our working capital requirements and expose us to greater risk of excess or obsolete inventory, particularly if customer demand, component pricing or technology trends differ from our expectations.
In addition, labor shortages or increases in the cost of labor could adversely affect our profit margins and results of operations. Due to competitive pressures, contractual arrangements or other factors, we may not be able to pass increased raw material, component, labor or other costs to our customers through price increases, or our ability to do so may be delayed. Changes in input costs may occur more rapidly than we are able to adjust customer pricing, which could result in periods of reduced profitability.
While we have implemented cost containment measures, selective price increases and other actions intended to mitigate inflationary and supply chain pressures, these actions may not be sufficient to offset increases in our costs or the effects of supply shortages and disruptions. If we are unable to obtain necessary materials and components on acceptable terms or recover increased costs through pricing, our business, financial condition and results of operations could be adversely affected.
Demand for our products may be adversely affected by numerous factors, some of which we cannot predict or control. This could adversely affect our business and financial results.
Numerous factors may affect the demand for our products, including:
•Deterioration of economic conditions in major markets served
•Catastrophic events, including epidemics, major health concerns, or natural disasters
•Economic and operational impact of the war between Russia and Ukraine and conflict in the Middle East or other wars
•Consolidation in the marketplace allowing competitors to be more efficient and more price competitive
•Competitors entering the marketplace
•Decreasing product life cycles
•Changes in customer preferences
•Ability to achieve strong operational performance, including the manufacture and sale of high-quality products and the ability to meet customer delivery expectations
If any of these factors occur, the demand for our products could suffer, and this could adversely impact our business and financial results.
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Our global operations are subject to the impact of regional conflict and geopolitical developments, which could adversely affect our business and financial results.
As a global company with approximately 50% of our sales derived outside of the United States, we are subject to risks associated with political and economic instability, regional conflicts and other geopolitical developments in the markets in which we operate. Such developments may result in disruptions to our commercial operations in affected markets.
Current geopolitical conditions have resulted in disruptions within certain global shipping and distribution channels, including extended lead times and reductions in global freight capacity. These disruptions may increase our transportation costs, extend lead times and adversely affect our operational efficiency.
Geopolitical instability and the resulting economic uncertainty may also adversely impact our customers’ demand for our products, including the interruption of established procurement cycles and the deferral of project timelines across our global customer base. Regional conflicts may result in broader economic downturns or currency devaluations in certain markets, which could diminish the purchasing power of our customers or delay operational investments. These factors could reduce or delay customer demand and result in increased volatility in our sales and results of operations.
Additionally, our business is subject to an increasingly complex global trade environment characterized by shifting trade policies and regulatory requirements. This includes the imposition of new tariffs or changes in existing duties, tariffs, and trade agreements. Our business has incurred, and we expect to continue to occur, additional costs related to the imposition of incremental tariffs and related countermeasures. Since the second half of fiscal 2025, we have incurred tariff costs that have remained above historical levels. We are also subject to evolving governmental policies, import and export controls, trade restrictions and economic sanction laws, which may change rapidly in response to global events. Changes in these requirements, or our inability to comply with them, could increase our costs, restrict our ability to conduct business in certain markets, result in competitive disadvantages or subject us to monetary or non-monetary penalties, which could adversely affect our results of operations.
With the acquisition of PSS, our operational risks are subject to PSS’s global manufacturing operations and footprint. PSS has significant manufacturing operations in China, and a substantial portion of its global inventory is physically located within China and the surrounding regions. As a result, our operations are subject to potential changes in U.S.-China trade relations, shifting regulatory requirements, and local economic or political conditions. Additional tariffs, expanded export controls, trade restrictions, or regulatory shifts by either the U.S. or Chinese governments could increase production and transportation costs, impact output, or restrict our ability to transfer inventory from China to other markets. Additionally, holding a significant level of inventory in the region subjects us to potential customs delays, localized operational disruptions, or logistics constraints, which could disrupt our global shipping and distribution channels. If PSS experiences manufacturing interruptions or delays in distributing inventory internationally, our results of operations could be adversely affected.
Failure to compete effectively or to successfully execute our strategy may have a negative impact on our business and financial results.
We actively compete with companies that produce and market the same or similar products, and in some instances, with companies that sell different products that are designed for the same target markets. Competition may force us to reduce prices or incur additional costs to remain competitive in an environment in which business models, including the development and use of AI technologies, are changing rapidly. We compete on the basis of several factors, including customer support, product innovation, product offering, product quality, price, expertise, digital capabilities, production capabilities, and for multinational customers, our global footprint. Present or future competitors may develop and introduce new and enhanced products, offer products based on alternative technologies and processes, accept lower profit, have greater financial, technical or other resources, or have lower production costs or other pricing advantages. Any of these could put us at a disadvantage by threatening our share of sales or reducing our profit margins, which could adversely impact our business and financial results.
Additionally, throughout our global business, distributors and customers may not accept our price increases or may seek lower cost sourcing opportunities, which could result in a loss of business that may adversely impact our business and financial results.
Our strategy is to expand into higher-growth adjacent product categories and markets with technologically advanced new products, as well as to grow our sales generated through the digital channel. While traditional direct marketing channels such as catalogs are an important means of advertising and selling our products, an increasing number of customers are purchasing products online. Our strategy to increase sales through the digital channel is an investment in our e-commerce sales capabilities. There is a risk that we may not continue to successfully implement this strategy, or if successfully implemented, we may not realize its expected benefits due to increased competition and pricing pressure brought about by other e-commerce businesses. Our failure to successfully implement our strategy could adversely impact our business and financial results.
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Furthermore, our recent acquisition of the PSS business is a central component of our strategy to create a comprehensive technology portfolio, complementing Brady’s leading position in printers and specialty adhesive materials portfolio. The success of this strategy is highly dependent on our ability to effectively integrate PSS. As we dedicate significant management attention and resources to product portfolios and go-to-market activities, there is a risk of operational disruption. Present or future competitors may attempt to capitalize on any such disruptions or delays in our integration process to target our customer and channel partner relationships. If we are unable to seamlessly integrate PSS, or if we fail to realize the expected growth opportunities and cost synergies in a timely manner, our ability to execute our broader strategic goals and compete effectively may be compromised, which could adversely impact our business and financial results.
Failure to develop or acquire technologically advanced products that meet customer demands, including price expectations, could adversely impact our business and financial results.
We develop technologically advanced new products to promote our organic growth and profitability. Technology is changing rapidly and our competitors are innovating quickly. If we do not keep pace with developing technologically advanced products, we risk product commoditization, deterioration of the value of our brand, and reduced ability to effectively compete. We must continue to develop innovative products, as well as acquire and retain the necessary intellectual property rights in these products. If we fail to innovate, or we launch products with quality problems, or if customers do not accept our products, then our business and financial results could be adversely affected.
The failure to effectively manage acquisitions, divestitures and other portfolio management activities could adversely affect our business and financial results.
Our historical growth has included acquisitions, including, for instance, the acquisition of the PSS business, and acquisitions may continue to be part of our growth strategy. Acquisitions place significant demands on management, operational, and financial resources and may require the integration of operations, sales and marketing, finance and administrative functions, and information technology, which could decrease the time and resources available to focus on our existing businesses and other growth strategies. We cannot guarantee that we will be able to successfully identify and integrate acquisitions, that acquired businesses will operate profitably, or that we will be able to achieve the anticipated sales growth, synergies or other benefits from acquisitions. Our sales, results of operations, cash flow, and liquidity could be adversely affected if we do not successfully integrate acquired businesses, including realizing synergies, or if our existing businesses are adversely affected by the increased focus on acquired businesses.
We continually assess the strategic fit of our existing businesses and may divest businesses that we determine do not align with our strategic plan or are not achieving the desired return on investment. Divestitures pose risks and challenges that could negatively impact our business. We may be unable to complete a divestiture on satisfactory terms or within our anticipated timeframe, and transactions may be subject to pre-closing conditions that may not be satisfied. Separating a business may also require significant management attention and resources and could result in operational disruptions, including challenges associated with separating systems, processes, personnel and other shared functions, providing or receiving transition services, retaining key employees and maintaining customer and supplier relationships. Divestitures may also result in stranded costs or other expenses that are greater than anticipated, and the impact of a divestiture on our revenue, earnings or cash flows may differ from our expectations. In addition, we may also retain responsibility for and agree to indemnify buyers against certain contingent liabilities related to businesses we sell and the resolution of any contingencies could have a material adverse impact on our financial results.
The use of AI and the failure to effectively integrate AI and automation into our business processes could hinder our operational efficiency and adversely affect our business and financial results.
We have made investments in developing and implementing AI to streamline internal workflows and enhance operational decision-making. We believe that the effective use of AI within our internal business processes, including supply chain management, administrative functions, and data analysis is critical to our ability to maintain a competitive cost structure and achieve long-term success.
Our R&D into these technologies is ongoing, and we are working to incorporate AI capabilities across our internal infrastructure. However, as with many developing innovations, the integration of AI presents significant risks and challenges. Our efforts integrating AI may not produce meaningful operational efficiency improvements or help maintain a competitive cost structure. If our internal AI initiatives fail to operate as intended, or if we are unable to implement these technologies as effectively or as quickly as our competitors, we may experience higher operating costs than our peers. Furthermore, failure to successfully modernize our internal operations through AI could result in a failure to recoup our investments in these technologies, adversely affecting our business and financial results. In addition, AI technologies may produce inaccurate outputs, cause or contribute to the violation of intellectual property rights, and may be prone to cybersecurity incidents or
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service interruptions. Furthermore, the use of AI by us and our employees could increase the risk of exposure of our proprietary, personal and confidential information.
Global Operating Risks
Our failure or the failure of third-party service providers to protect our sites, networks and systems against security breaches, to protect our confidential information, or to facilitate our digital strategy, could adversely affect our business and financial results.
Our business systems collect, transmit and store data about our customers, vendors and others, including credit card information and personally identifiable information. We also employ third-party service providers that store, process and transmit proprietary, personal and confidential information on our behalf. We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other similar disruptions and cybersecurity incidents that may jeopardize the security of information stored in or transmitted by our sites, networks and systems or that we or our third-party service providers otherwise maintain. We engage third-party service providers to assist with certain of our website and digital platform upgrades, which may result in a decline in sales when initially deployed, which could have an adverse effect on our business and financial results.
We and our service providers may not have the resources or technical sophistication to anticipate or prevent all types of attacks, and techniques used to obtain unauthorized access to or to sabotage systems change frequently and may not be known until launched against us or our third-party service providers. The increasing sophistication of cyberattacks requires us to continually evaluate the threat landscape and new technologies and processes intended to detect and prevent these attacks. There can be no assurance that the security measures and systems configurations we choose to implement will be sufficient to protect the data we manage. In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. Although we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate or will cover liabilities actually incurred, or that insurance will continue to be available to us on economically reasonable terms, or at all. Any compromise or breach of our security measures, or those of our third-party service providers, could adversely impact our ability to conduct business, violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity, and a loss of confidence in our security measures, which could have an adverse effect on our business and financial results.
Furthermore, use of AI by our service providers could increase the risk of exposure of our proprietary, personal and confidential information. The use of AI or machine learning technologies by our service providers in their business activities, whether or not known to us, could also expose us to risks, including use of AI tools in violation of agreements with us, use of unauthorized third-party data, inputting our valuable information into AI tools, or deployment of new AI tools without our approval, any of which may give rise to legal or regulatory violations, loss of intellectual property rights, reputational harm, or issues relating to data privacy and data protection.
We are a global company headquartered in the United States. We are subject to extensive regulations by U.S. and non-U.S. governmental and self-regulatory entities at various levels of the governing bodies. Failure to comply with laws and regulations could adversely affect our business and financial results.
Approximately 50% of our sales are derived outside of the United States. Our operations are subject to the risks of doing business domestically and globally, including the following:
•Imposition of new or changes in existing duties, tariffs and trade agreements, which could have a direct or indirect impact on our ability to manufacture products, on our customers' demand for our products, or on our suppliers' ability to deliver raw materials.
•Delays or disruptions in product deliveries and payments in connection with international manufacturing and sales.
•Regulations resulting from political and economic instability and disruptions.
•Import, export and economic sanction laws.
•Current and changing governmental policies, regulatory, and business environments.
•Disadvantages from competing against companies from countries that are not subject to U.S. laws and regulations including the Foreign Corrupt Practices Act.
•Local labor regulations.
•Regulations relating to climate change, air emissions, wastewater discharges, handling and disposal of hazardous materials and wastes.
•Regulations relating to product content, health, safety and the protection of the environment.
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•Imposition of trade or travel restrictions as a result of any effects of pandemics or global health crises.
•Specific country regulations where our products are manufactured or sold.
•Regulations relating to compliance with data protection and privacy laws throughout our global business.
•Laws and regulations that apply to companies doing business with the government, including audit requirements of government contracts related to procurement integrity, export control, employment practices, and the accuracy of records and recording of costs.
Further, these laws and regulations are constantly evolving and it is difficult to accurately predict the effect they may have upon our business and financial results.
We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees, agents or business partners that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, anti-kickback and false claims rules, competition, export and import compliance, money laundering and data privacy. Any such improper actions could subject us to civil or criminal investigations in the U.S. and in other jurisdictions, lead to substantial civil or criminal, monetary and non-monetary penalties and related lawsuits by shareholders and others, damage our reputation, and adversely impact our business and financial results.
We depend on key employees and the loss of these individuals could have an adverse effect on our business and financial results.
Our financial results could be adversely affected by increased competition for employees, difficulty in recruiting employees, higher employee turnover or increased compensation and benefit costs. Our employees are important to our success and we are dependent on our ability to retain the services of our employees in key roles. We have built our business on a set of core values, and we attempt to hire and retain employees who are committed to these values and our culture of providing exceptional service to our customers. In order to compete and to continue to grow, we must attract, retain and motivate our employees. We need qualified managers and skilled employees with technical and industry experience to operate our business successfully. If we are unable to attract and retain qualified individuals, or if our costs to do so increase significantly, or if internal realignment of responsibilities are not executed properly, our business and financial results could be adversely affected.
We are subject to litigation that could adversely impact our business, financial results, and reputation.
We are, or may become, a party to litigation that arises in the normal course of our business operations, including product liability and recall (strict liability and negligence) claims, patent and trademark matters, contract disputes and environmental, employment and other litigation matters. We face an inherent risk that our competitors will allege that aspects of our products infringe their intellectual property or that our intellectual property is invalid, such that we could be prevented from manufacturing and selling our products or prevented from stopping others from manufacturing and selling competing products. We face an inherent business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other damage. To date, we have not incurred material costs related to these types of claims. However, while we currently maintain insurance coverage for certain types of claims that we believe is adequate, we cannot be certain that we will be able to maintain this insurance on acceptable terms or that this insurance will provide sufficient coverage against potential liabilities that may arise. Any claims brought against us, with or without merit, may have an adverse effect on our business, financial results and reputation as a result of potential adverse outcomes. The expenses associated with defending such claims and the diversion of our management’s resources and time may have an adverse effect on our business and financial results.
Global climate change and related emphasis on environmental matters by various stakeholders could negatively affect our business and financial results.
Increased public awareness and concern regarding global climate change may result in more regional and/or federal requirements to reduce or mitigate the effects of greenhouse gas emissions. There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty. Further, our customers and the markets we serve may impose emissions or other environmental standards through regulation, market-based emissions policies or consumer preference that we may not be able to timely meet due to the required level of capital investment or technological advancement.
Additionally, the enhanced stakeholder focus on Environmental, Social and Governance (“ESG”) issues relating to our business requires the continuous monitoring of various and evolving standards and the associated reporting requirements. A failure to adequately meet stakeholder expectations may result in the loss of business, diluted market valuation, an inability to attract customers or an inability to attract and retain top talent.
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Financial and Security Ownership Risks
The global nature of our business exposes us to foreign currency fluctuations that could adversely affect our business and financial results.
Because a significant portion of our business is conducted outside of the United States, our sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar, which may adversely affect our financial results. Increased strength of the U.S. dollar could increase the effective price of our products sold in currencies other than U.S. dollars into other countries. Decreased strength of the U.S. dollar could adversely affect the cost of materials, products, and services purchased overseas. Our sales and expenses are translated into U.S. dollars for reporting purposes, and strengthening of the U.S. dollar could result in unfavorable translation effects. In addition, certain of our subsidiaries may invoice customers in a currency other than its functional currency or may be invoiced by suppliers in a currency other than its functional currency, which could result in unfavorable translation effects on our business and financial results.
Changes in tax legislation or tax rates could adversely affect results of operations and financial statements. Additionally, audits by taxing authorities could result in tax payments for prior periods.
We are subject to income taxes in the U.S. and in many non-U.S. jurisdictions. As such, our income is subject to risk due to changing tax laws and tax rates around the world. Our tax filings are subject to audit by U.S. federal, state and local tax authorities and by non-U.S. tax authorities. If these audits result in payments or assessments that differ from our reserves, our future net income may be adversely impacted.
We review the probability of the realization of our deferred tax assets quarterly based on forecasts of taxable income in both the U.S. and foreign jurisdictions. As part of this review, we utilize historical results, projected future operating results, eligible carry-forward periods, tax planning opportunities, and other relevant considerations. Changes in profitability and financial outlook in both the U.S. and/or foreign jurisdictions, or changes in our geographic footprint may require modifications in the valuation allowance for deferred tax assets.
Globally, many countries have enacted, or plan to enact, legislation and other guidance to align with the Organisation for Economic Co-operation and Development’s (“OECD”) Inclusive Framework on Base Erosion and Profit Shifting Pillar Two (“Pillar Two”) model rules, which aim to establish a global minimum tax rate of 15 percent for large multinational enterprise groups. In January 2026, the OECD issued additional guidance, including a safe harbor framework for certain U.S. parented groups that is expected to largely reduce the impact of Pillar Two for the Company. Even with this safe harbor, the Company could still be subject to local minimum tax regimes in countries that have adopted these rules. As of July 31, 2026, Pillar Two has not had a material impact on the Company’s income tax liability, provision for income taxes, or effective tax rate, nor does the Company expect a material impact in the future.
Failure to execute our strategies could result in impairment of goodwill or other intangible assets, which may negatively impact income and profitability.
We have goodwill of $686.0 million and other intangible assets of $97.8 million as of July 31, 2026, which represent 42.3% of our total assets, and we have recognized impairment charges in the past. Additionally, we expect these balances and their percentage of our total assets to increase substantially as a result of the PSS acquisition completed on August 3, 2026. We evaluate goodwill and other intangible assets for impairment on an annual basis, or more frequently if impairment indicators are present, based upon the fair value of each respective asset. The valuations prepared for the required impairment test include management’s estimates of sales, profitability, cash flow generation, capital structure, cost of debt, interest rates, capital expenditures, and other assumptions. Significant negative industry or economic trends, disruptions to our business, inability to achieve sales projections or cost savings, inability to effectively integrate acquired businesses, unexpected changes in the use of the assets, and divestitures may adversely impact the assumptions used in the valuations. Given the substantial increase in our intangible assets, any failure to successfully integrate PSS or realize its expected benefits could heighten the risk of future impairment. If the estimated fair value of our goodwill or other intangible assets change in future periods, we may be required to record an impairment charge, which would reduce net income in such period.
Substantially all of our voting stock is controlled by two shareholders, while our public investors hold non-voting stock. The interests of the voting and non-voting shareholders could differ, potentially resulting in decisions that affect the value of the non-voting shares.
Substantially all of our voting stock is controlled by Elizabeth P. Bruno, one of our directors, and William H. Brady III, both of whom are descendants of the Company’s founder. All of our publicly traded shares are non-voting. Therefore, the voting shareholders have control in most matters requiring approval or acquiescence by shareholders, including the composition
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of our Board of Directors and many corporate actions, and their interests may not align with those of the non-voting shareholders. Such concentration of ownership may discourage a potential acquirer from making a purchase offer that our public shareholders may find favorable and it may adversely affect the trading price for our non-voting common stock because investors may perceive disadvantages in owning stock in companies whose voting stock is controlled by a limited number of shareholders. Additionally, certain private investors, mutual funds and index sponsors have implemented rules restricting ownership, or excluding from indices, companies with non-voting publicly traded shares. For example, the Company was removed from the Russell 2000 Index in the fourth quarter of fiscal year 2023 for not meeting the minimum voting rights hurdle.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Brady has strategically included cybersecurity risk management into our integrated Company-wide risk management framework, which consists of administrative, operational, physical, and technical processes that we believe are appropriate to the scope and nature of our business. We believe this integrated approach allows cybersecurity considerations to form an integral part of our corporate and strategic decision-making processes. Management works closely with our information technology security team to continuously evaluate and address cybersecurity risks in alignment with our business and operational needs. Our cybersecurity policies and practices follow the cybersecurity framework of the Center for Internet Security Controls.
Our cybersecurity strategy focuses on continued strengthening of our cybersecurity defense model, improvement of cybersecurity operational efficiencies, and preparedness for evolving business and technology needs including the detection, analysis, and response to known, anticipated and unexpected cybersecurity threats, management of material risks related to cybersecurity threats and resilience against cybersecurity incidents. We regularly assess potential threats and make investments to mitigate the risk of these threats against our critical information and assets by implementing a broad set of information security and cybersecurity measures, including comprehensive monitoring and enhancement of our networks and systems, intrusion prevention defense, rapid detection and response, and threat management capabilities. To supplement our internal resources, we engage external consultants to conduct independent assessments, perform penetration testing, and provide other cybersecurity-related services as needed. In addition, we engage external vendors to review and test key controls within our cybersecurity program.
Cybersecurity awareness training is provided to new employees and annually for current Brady employees, which is designed to educate employees on recognizing information security and cybersecurity concerns, how they can help protect the organization and how to inform the information technology security team of potential incidents. In addition, we implement processes to manage risks associated with our third-party providers, including security assessments prior to engagement and monitoring their compliance with our cybersecurity standards on an ongoing basis.
Our information technology security team reports to our Chief Information Officer (the “CIO”) and is headed by our Information Technology Director (the “IT Director”). Our CIO is an experienced information technology professional with extensive cybersecurity and information technology risk management experience. The information technology security team regularly informs our CIO, General Counsel and Chief Financial Officer with regard to cybersecurity risks and incidents, and our executive management team evaluates cybersecurity issues quarterly or as needed.
Brady has a detailed incident response plan that provides the process and workflow of communication for escalation of cybersecurity incidents to executive leadership to determine if there is a breach warranting further action. The information technology security team, in conjunction with various departments, including finance, corporate communications, legal, regional presidents and the CIO, are charged with reviewing any incident under our materiality framework to assess whether further escalation and reporting is required and if an incident could constitute a material cybersecurity incident.
Although we have not experienced any material cybersecurity incidents to date, cybersecurity threats could materially affect the implementation of our business strategy, results of operations, or financial condition, as further discussed in our risk factors in Part I, Item 1A of this report.
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Item 2. Properties
As of July 31, 2026, the Company operates 43 manufacturing and distribution facilities across the globe, which are split by reporting segment as follows:
Americas & Asia: Twenty-six manufacturing and distribution facilities are used for our Americas & Asia business. Nine facilities are located in the United States; four in China; two each in Brazil, India, and Mexico; and one each in Canada, Japan, Malaysia, Philippines, Singapore, Thailand and Vietnam.
Europe & Australia: Seventeen manufacturing and distribution facilities are used for our Europe & Australia business. Four facilities each are located in France and the United Kingdom, two each in Belgium and Australia; and one each in Austria, Germany, Norway, South Africa, and Turkey.
The Company believes that its equipment and facilities are modern, well maintained, and adequate for present needs.
Item 3. Legal Proceedings
The Company is, and may in the future be, named as a defendant in various legal proceedings and claims that arise in the normal course of business in which claims are asserted against the Company. The Company records a liability for these legal actions when a loss is known or considered probable and the amount can be reasonably estimated. The Company is not currently a party to any material pending legal proceedings in which management believes the ultimate resolution would have a material effect on the Company’s consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Brady Corporation Class A Nonvoting Common Stock trades on the New York Stock Exchange (“NYSE”) under the symbol BRC. There is no trading market for the Company’s Class B Voting Common Stock.
Holders
As of August 31, 2026, there were approximately 1,000 Class A Common Stock shareholders of record and approximately 18,000 beneficial shareholders. There are three Class B Common Stock shareholders.
Dividends
The Company has historically paid quarterly dividends on outstanding common stock. Before any dividend may be paid on the Class B Common Stock, holders of the Class A Common Stock are entitled to receive an annual, noncumulative cash dividend of $0.01665 per share (subject to adjustment in the event of future stock splits, stock dividends or similar events involving shares of Class A Common Stock). Thereafter, any further dividend in that fiscal year must be paid on all shares of Class A Common Stock and Class B Common Stock on an equal basis. The Company believes that based on its historic dividend practice, this requirement will not impede it in following a similar dividend practice in the future.
During the two most recent years ended July 31 and for the first quarter of fiscal 2027, the Company declared the following dividends per share on its Class A and Class B Common Stock:
| 2027 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1st Qtr | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | ||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | $ | $ | 0.2450 | $ | 0.2450 | $ | 0.2450 | $ | 0.2450 | $ | 0.2400 | $ | 0.2400 | $ | 0.2400 | $ | 0.2400 | |||||||||||||||||||||||||||||||||||||||
| Class B | 0.2334 | 0.2284 | 0.2450 | 0.2450 | 0.2450 | 0.2234 | 0.2400 | 0.2400 | 0.2400 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuer Purchases of Equity Securities
The Company maintains a share repurchase program for the Company’s Class A Nonvoting Common Stock. The program may be implemented by purchasing shares in the open market or in privately negotiated transactions, with repurchased shares delivered to treasury and available for use in connection with the Company’s stock-based plans and for other corporate purposes. On September 4, 2024, the Company’s Board of Directors authorized an increase in the Company’s share repurchase program, authorizing the repurchase of an additional $100.0 million of the Company’s Class A Nonvoting Common Stock, with no expiration date associated with the authorization. As of July 31, 2026, there were $44.7 million worth of shares authorized to purchase remaining pursuant to this share repurchase program.
The following table provides information with respect to the purchases by the Company of Class A Nonvoting Common Stock during the three months ended July 31, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (Dollars in Thousands) | ||||||||||||||||||||||
| May 1, 2026 - May 31, 2026 | 69,748 | $ | 81.57 | 69,748 | $ | 67,132 | ||||||||||||||||||||
| June 1, 2026 - June 30, 2026 | 230,928 | 84.44 | 230,928 | 47,633 | ||||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | 32,103 | 89.90 | 32,103 | 44,747 | ||||||||||||||||||||||
| Total | 332,779 | $ | 84.36 | 332,779 | $ | 44,747 | ||||||||||||||||||||
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Common Stock Price Performance Graph
The graph below shows a comparison of the cumulative return over the last five fiscal years had $100 been invested at the close of business on July 31, 2021, in each of Brady Corporation Class A Common Stock, the Standard & Poor’s (“S&P”) 500 Index, the S&P SmallCap 600 Industrials Index, and the Russell 2000 Index.
| 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | |||||||||||||||||||||||||||||||||
| Brady Corporation | $ | 100.00 | $ | 89.12 | $ | 97.95 | $ | 138.12 | $ | 137.95 | $ | 186.48 | ||||||||||||||||||||||||||
| S&P 500 Index | 100.00 | 95.36 | 107.77 | 131.64 | 153.14 | 183.10 | ||||||||||||||||||||||||||||||||
| S&P SmallCap 600 Industrials Index | 100.00 | 99.81 | 118.33 | 149.03 | 158.92 | 202.99 | ||||||||||||||||||||||||||||||||
| Russell 2000 Index | 100.00 | 85.71 | 92.49 | 105.67 | 105.08 | 141.00 | ||||||||||||||||||||||||||||||||
Copyright (C) 2026, Standard & Poor’s, Inc. and Russell Investments. All rights reserved.
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Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Brady Corporation is a global manufacturer and supplier of identification solutions and workplace safety products that identify and protect premises, products and people. The Company is organized and managed on a geographic basis with two reportable segments: Americas & Asia and Europe & Australia. See “Item 1. Business—Recent Development” for a discussion of our acquisition of the PSS business. The financial results of the PSS business will be integrated into the Company’s consolidated financial statements starting from August 3, 2026 and are expected to be included in our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2026.
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidated financial statements and the notes to those statements (Item 8) in this Annual Report on Form 10-K. The following discussion is intended to help the reader understand the results of operations and financial condition of the Company for the year ended July 31, 2026 compared to the year ended July 31, 2025.
A discussion regarding our financial condition and results of operations for fiscal 2025 compared to fiscal 2024 can be found under Item 7 in our Annual Report on Form 10-K for the year ended July 31, 2025, filed with the SEC on September 4, 2025, which is available on the SEC’s website at www.sec.gov and our corporate website at www.bradyid.com/corporate/investors and such information is incorporated by reference herein.
References in this Annual Report on Form 10-K to “organic sales” refer to sales calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), excluding the impact of foreign currency translation, sales recorded from divested companies up to the first anniversary of their divestiture and sales recorded from acquired companies prior to the first anniversary date of their acquisition. The Company’s organic sales disclosures exclude the effects of foreign currency translation as foreign currency translation is subject to volatility that can obscure underlying business trends. Management believes that the non-GAAP financial measure of organic sales is meaningful to investors as it provides them with useful information to aid in identifying underlying sales trends in our businesses and facilitating comparisons of our sales performance with prior periods.
Macroeconomic Conditions and Trends
The Company’s operations and financial performance are subject to the risks and uncertainties inherent in the global economic environment, including inflationary pressures, supply chain disruptions, and other macroeconomic challenges. These pressures may impact the Company’s business, financial condition and results of operations as the global economic outlook remains uncertain.
The global trade environment remains complex and continues to evolve, driven by the imposition of tariffs on goods entering the U.S. and countermeasures from other nations. Our business has incurred, and we expect will continue to incur additional costs related to these incremental tariffs and related countermeasures. While we have received some refunds for tariffs previously paid, we continue to incur tariff costs that have remained above historical levels since the second half of fiscal 2025. Future impacts will depend on changes in trade policy and the timing, availability and amount of these further potential refunds. We also continue to face broader macroeconomic pressures impacting the cost and availability of certain raw materials, components, freight and other inputs. The Company has taken and will continue to take action to mitigate these pressures through a combination of targeted price increases, strategic sourcing adjustments, product portfolio optimization, as well as our ongoing efforts to drive sustainable efficiency gains in our operations and administrative structures.
The Company continues to evaluate developments related to tariff policy and related administrative proceedings. While we have received certain refunds for tariffs previously paid, we expect to continue to incur ongoing tariff costs while actively pursuing additional refunds. Any such potential refunds of tariffs previously paid remain subject to ongoing administrative processes and uncertainty regarding their timing, availability, and ultimate amount.
Refer to Risk Factors, included in Part I, Item 1A of this Annual Report on Form 10-K for the year ended July 31, 2026 , for further discussion of the possible impact of global economic or geopolitical events on our business.
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Results of Operations
The comparability of the operating results for the year ended July 31, 2026 to the year ended July 31, 2025 has been impacted by the acquisition of MECCO Partners LLC (“Mecco”) on August 4, 2025. The operating results of Mecco have been included since the acquisition date and are reported within the Americas & Asia reportable segment. The comparability of the operating results for the year ended July 31, 2025 to the year ended July 31, 2024 has been impacted by the acquisitions of Gravotech Holding (“Gravotech”) on August 1, 2024, American Barcode and RFID Incorporated (“AB&R”) on October 1, 2024 and the Microfluidic Solutions business unit of Funai Electric Co., Ltd. (“Microfluidic Solutions”) on April 1, 2025. The operating results of Gravotech, AB&R and Microfluidic Solutions have been included since their acquisition dates. Gravotech has been included in both reportable segments, and AB&R and Microfluidic Solutions have been included in the Americas & Asia reportable segment.
A comparison of results of operating income for the years ended July 31, 2026, 2025, and 2024 is as follows:
| (Dollars in thousands) | 2026 | % Sales | 2025 | % Sales | 2024 | % Sales | ||||||||||||||||||||||||||||||||
| Net sales | $ | 1,661,565 | $ | 1,513,605 | $ | 1,341,393 | ||||||||||||||||||||||||||||||||
| Gross margin | 859,829 | 51.7 | % | 760,822 | 50.3 | % | 687,884 | 51.3 | % | |||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Research and development | 94,031 | 5.7 | % | 79,889 | 5.3 | % | 67,748 | 5.1 | % | |||||||||||||||||||||||||||||
| Selling, general and administrative | 502,312 | 30.2 | % | 444,295 | 29.4 | % | 376,722 | 28.1 | % | |||||||||||||||||||||||||||||
| Total operating expenses | 596,343 | 35.9 | % | 524,184 | 34.6 | % | 444,470 | 33.1 | % | |||||||||||||||||||||||||||||
| Operating income | $ | 263,486 | 15.9 | % | $ | 236,638 | 15.6 | % | $ | 243,414 | 18.1 | % | ||||||||||||||||||||||||||
Net sales increased 9.8% to $1,661.6 million in fiscal 2026 compared to $1,513.6 million in fiscal 2025, which consisted of organic sales growth of 5.3%, an increase from foreign currency translation of 2.3%, and sales growth from acquisitions of 2.2%. Organic sales grew 7.5% in the Americas & Asia segment and organic sales grew 1.2% in the Europe & Australia segment.
Gross margin increased 13.0% to $859.8 million in fiscal 2026 compared to $760.8 million in fiscal 2025. As a percentage of net sales, gross margin increased to 51.7% in fiscal 2026 from 50.3% in fiscal 2025. The increase in gross margin as a percentage of net sales was primarily driven by organic sales growth in higher gross margin product lines, as well as the absence of a non-recurring fair value adjustment related to acquisition inventory and facility closure and other reorganization costs recorded in the prior-year period. The net impact of incremental tariffs and tariff refunds did not materially impact gross margin or gross margin as a percentage of net sales in fiscal 2026 compared to fiscal 2025.
R&D expenses increased 17.7% to $94.0 million in fiscal 2026 compared to $79.9 million in fiscal 2025. As a percentage of net sales, R&D expenses increased to 5.7% in fiscal 2026 compared to 5.3% in fiscal 2025. The increase in R&D spending in fiscal 2026 was primarily due to the acquisitions of Microfluidic Solutions and Mecco, and an increase in R&D headcount within the Company’s organic business. The Company remains committed to investing in new innovative product development to drive long-term organic sales growth. Investments in new printing systems, pressure sensitive materials, engraving systems, microfluidic technologies, scanners and software are the primary focus of R&D expenditures in fiscal 2027.
Selling, general and administrative (“SG&A”) expenses include selling and administrative costs directly attributed to the Americas & Asia and Europe & Australia segments, as well as certain other corporate administrative expenses including finance, information technology, human resources and other administrative expenses. SG&A expenses increased 13.1% to $502.3 million in fiscal 2026 compared to $444.3 million in fiscal 2025. As a percentage of net sales, SG&A expense increased to 30.2% in fiscal 2026 compared to 29.4% in fiscal 2025 primarily due to costs incurred related to the acquisition of the PSS business of $35.7 million which were partially offset by cost reductions from facility closures and other reorganization activities completed in the prior fiscal year, as well as the absence of $13.6 million of charges related to those activities recorded in the prior year.
Operating income increased 11.3% to $263.5 million in fiscal 2026 compared to $236.6 million in fiscal 2025. As a percentage of sales, operating income increased to 15.9% in fiscal 2026 compared to 15.6% in fiscal 2025. The increase in operating income in fiscal 2026 was primarily due to organic sales growth in both reportable segments, gross margin improvements across both reportable segments, and SG&A cost efficiencies in the Europe & Australia segment, partially offset by PSS transaction-related costs of $35.7 million.
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OPERATING INCOME TO NET INCOME
The following is a reconciliation of operating income to net income for the years ended July 31:
| (Dollars in thousands) | 2026 | % Sales | 2025 | % Sales | 2024 | % Sales | ||||||||||||||||||||||||||||||||
| Operating income | $ | 263,486 | 15.9 | % | $ | 236,638 | 15.6 | % | $ | 243,414 | 18.1 | % | ||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||||||||
| Investment and other income | 5,628 | 0.3 | % | 5,206 | 0.3 | % | 7,553 | 0.6 | % | |||||||||||||||||||||||||||||
| Interest expense | (9,699) | (0.6) | % | (4,747) | (0.3) | % | (3,126) | (0.2) | % | |||||||||||||||||||||||||||||
| Income before income taxes | 259,415 | 15.6 | % | 237,097 | 15.7 | % | 247,841 | 18.5 | % | |||||||||||||||||||||||||||||
| Income tax expense | 54,037 | 3.3 | % | 47,841 | 3.2 | % | 50,626 | 3.8 | % | |||||||||||||||||||||||||||||
| Net income | $ | 205,378 | 12.4 | % | $ | 189,256 | 12.5 | % | $ | 197,215 | 14.7 | % | ||||||||||||||||||||||||||
Investment and other income was $5.6 million in fiscal 2026 compared to $5.2 million in fiscal 2025. The increase in investment and other income in fiscal 2026 was primarily due to an increase in the market value of securities held in deferred compensation plans.
Interest expense increased to $9.7 million in fiscal 2026 compared to $4.7 million in fiscal 2025. The increase in interest expense in fiscal 2026 was primarily due to increased financing costs related to the Company’s new credit agreement and bridge facilities to fund the PSS acquisition.
The Company’s income tax rate was 20.8% in fiscal 2026 compared to 20.2% in fiscal 2025. Refer to Item 8, Note 11, “Income Taxes” for additional information on the Company’s income tax rates.
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Business Segment Operating Results
The Company evaluates short-term segment performance based on segment profit and customer sales. Interest expense, investment and other income, income tax expense, and certain corporate administrative expenses are excluded when evaluating segment performance.
The following is a summary of segment information for the years ended July 31:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| SALES GROWTH INFORMATION | ||||||||||||||||||||
| Americas & Asia | ||||||||||||||||||||
| Organic | 7.5 | % | 4.8 | % | 3.1 | % | ||||||||||||||
| Acquisitions | 3.3 | % | 8.3 | % | — | % | ||||||||||||||
| Currency | 0.6 | % | (0.6) | % | (0.2) | % | ||||||||||||||
| Divestiture | — | % | (0.4) | % | (3.2) | % | ||||||||||||||
| Total | 11.4 | % | 12.1 | % | (0.3) | % | ||||||||||||||
| Europe & Australia | ||||||||||||||||||||
| Organic | 1.2 | % | (1.8) | % | 1.6 | % | ||||||||||||||
| Acquisitions | — | % | 14.7 | % | — | % | ||||||||||||||
| Currency | 5.5 | % | 1.4 | % | 1.1 | % | ||||||||||||||
| Total | 6.7 | % | 14.3 | % | 2.7 | % | ||||||||||||||
| Total Company | ||||||||||||||||||||
| Organic | 5.3 | % | 2.6 | % | 2.6 | % | ||||||||||||||
| Acquisitions | 2.2 | % | 10.5 | % | — | % | ||||||||||||||
| Currency | 2.3 | % | — | % | 0.2 | % | ||||||||||||||
| Divestiture | — | % | (0.3) | % | (2.1) | % | ||||||||||||||
| Total | 9.8 | % | 12.8 | % | 0.7 | % | ||||||||||||||
| SEGMENT PROFIT AS A PERCENT OF NET SALES | ||||||||||||||||||||
| Americas & Asia | 23.2 | % | 21.1 | % | 22.2 | % | ||||||||||||||
| Europe & Australia | 13.4 | % | 11.0 | % | 15.5 | % | ||||||||||||||
| Total | 19.9 | % | 17.6 | % | 19.9 | % | ||||||||||||||
Americas & Asia
Americas & Asia net sales increased 11.4% to $1,106.6 million in fiscal 2026 compared to $993.7 million in fiscal 2025, which consisted of organic sales growth of 7.5%, sales growth from acquisitions of 3.3%, and an increase from foreign currency translation of 0.6%. Organic sales growth reflected strong execution of our commercial strategies, supported by steady industrial demand in North America and increasing demand throughout Asia.
Organic sales in the Americas increased approximately 6% in fiscal 2026. The increase in organic sales was primarily due to growth in the wire identification, product identification, safety and facility identification, and healthcare identification product lines, which was partially offset by a decline in the people identification product line. Organic sales growth in the wire identification product line was driven by continued demand from datacenter construction projects.
Organic sales in Asia increased approximately 15% in fiscal 2026. The organic sales increase was realized throughout Asia with continued growth from electronics manufacturing services providers, technology companies, and industrial suppliers across the region. While organic growth was broad-based across the region, the most significant organic sales increases were driven by India, Singapore, and a return to growth in China.
Americas & Asia segment profit increased 22.3% to $256.6 million in fiscal 2026 from $209.8 million in fiscal 2025. As a percent of net sales, segment profit increased to 23.2% in fiscal 2026 from 21.1% in fiscal 2025. The increase in segment profit as a percentage of net sales was due to increased profitability from organic sales growth in higher margin product lines, as well as reductions in the cost structure resulting from facility closures and other actions in the prior fiscal year.
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Europe & Australia
Europe & Australia sales increased 6.7% to $554.9 million in fiscal 2026 compared to $519.9 million in fiscal 2025. The increase consisted of organic sales growth of 1.2% and an increase from foreign currency translation of 5.5%.
Organic sales in Europe increased in the low-single digits in fiscal 2026. Organic sales increased across all major product lines with the wire identification, safety and facility identification, and people identification product lines driving the organic sales growth.
Organic sales in Australia increased in the low-single digits in fiscal 2026. Organic sales growth was driven by growth in the safety and facility identification and wire identification product lines, which was partially offset by an organic sales decline in the product identification product line.
Europe & Australia segment profit increased 30.5% to $74.3 million in fiscal 2026 compared to $56.9 million in fiscal 2025. As a percentage of net sales, segment profit increased to 13.4% in fiscal 2026 compared to 11.0% in fiscal 2025. The increase in segment profit as a percentage of net sales was primarily driven by a more efficient cost structure following reorganization activities completed in the prior fiscal year, as well as organic sales growth in both regions in the current fiscal year. Additionally, segment profit for the prior fiscal year included reorganization costs and purchase accounting adjustments.
Financial Condition
Liquidity & Capital Resources
The Company’s cash balances are generated and held in numerous locations throughout the world. At July 31, 2026, approximately 93% of the Company’s cash and cash equivalents were held outside the United States. The Company’s organic and inorganic growth has historically been funded by a combination of cash provided by operating activities and debt financing. The Company believes that its cash flow from operating activities and its borrowing capacity are sufficient to fund its anticipated requirements for working capital, capital expenditures, R&D, common stock repurchases, dividend payments, and strategic acquisitions for the next 12 months and beyond. Although the Company believes these sources of cash are currently sufficient to fund domestic operations, annual cash needs could require repatriation of cash to the U.S. from foreign jurisdictions, which may result in additional tax payments.
Subsequent to the fiscal year-end, on August 3, 2026, the Company completed the acquisition of Honeywell’s PSS business for a cash purchase price of $1.4 billion, subject to customary post-closing adjustments. The transaction was funded through a combination of cash on hand, immediate borrowings under our new credit agreement, and private placement debt. This funding event included the full drawdown of the $500 million term loan facility alongside initial drawings of approximately $300 million under the revolving credit facility. Concurrently with the closing of the PSS acquisition, the available borrowing capacity under our revolving credit facility automatically expanded from an interim cap of $300 million to the full $500 million facility limit.
Cash Flows
Cash and cash equivalents were $187.1 million at July 31, 2026, an increase of $12.8 million from July 31, 2025. The following summarizes the cash flow statement for the years ended July 31:
| (Dollars in thousands) | 2026 | 2025 | 2024 | ||||||||||||||
| Net cash flow provided by (used in): | |||||||||||||||||
| Operating activities | $ | 244,127 | $ | 181,196 | $ | 255,074 | |||||||||||
| Investing activities | (59,016) | (171,254) | (81,047) | ||||||||||||||
| Financing activities | (177,371) | (83,871) | (70,528) | ||||||||||||||
| Effect of exchange rate changes on cash | 5,060 | (1,840) | (4,913) | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 12,800 | $ | (75,769) | $ | 98,586 | |||||||||||
Net cash provided by operating activities was $244.1 million during fiscal 2026 compared to $181.2 million in fiscal 2025. The increase in cash provided by operating activities was primarily due to organic sales growth and improved working capital management in the current year.
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Net cash used in investing activities was $59.0 million during fiscal 2026 compared to $171.3 million in fiscal 2025. The decrease in net cash used in investing activities was primarily due to acquisitions, with the acquisition of Mecco for $17.4 million in the current year, and the acquisition of Gravotech for $123.6 million in the prior year.
Net cash used in financing activities was $177.4 million during fiscal 2026 compared to $83.9 million in fiscal 2025. The increase in cash used in financing activities was primarily due to net repayments on the Company’s prior credit agreement in the current year, compared to net borrowings in the prior year, which included borrowings used to fund the Gravotech acquisition.
Material Cash Requirements
Our material cash requirements for known contractual obligations include capital expenditures, borrowings on our new credit agreement and lease obligations. We believe that net cash provided by operating activities will continue to be adequate to meet our liquidity and capital needs for these items over the next 12 months and in the long-term beyond the next 12 months. We also have cash requirements for purchase orders and contracts for the purchase of inventory and other goods and services, which are based on current and anticipated customer needs and are fulfilled by our suppliers within short time horizons. We do not have significant agreements for the purchase of inventory or other goods or services specifying minimum order quantities. In addition, we may have liabilities for uncertain tax positions, but we do not believe that the cash requirements to meet any of these liabilities will be material. A discussion of income taxes is contained in Note 11 of the notes to consolidated financial statements.
Credit Agreements and Covenant Compliance
Refer to Item 8, Note 6, “Debt” for information regarding the Company’s new credit agreement, previous credit agreement and covenant compliance.
Inflation and Changing Prices
Essentially all of the Company’s revenue is derived from the sale of its products and services in competitive markets. Because prices are influenced by market conditions, it is not always possible to fully recover cost increases through pricing. Changes in product mix from year to year, timing differences in instituting price changes, and the large amount of custom products make it impracticable to accurately define the impact of inflation on profit margins.
Critical Accounting Estimates
Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and judgments.
The Company believes the following accounting estimates are most critical to an understanding of its financial statements. Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made, and (2) material changes in the estimates are reasonably likely from period to period. For a detailed discussion on the application of these and other accounting estimates, refer to Note 1 to the company’s consolidated financial statements.
Income Taxes
The Company operates in numerous taxing jurisdictions and is subject to regular examinations by U.S. federal, state and non-U.S. taxing authorities. Its income tax positions are based on research and interpretations of the income tax laws and rulings in each of the jurisdictions in which the Company does business. Due to the ambiguity of laws and rulings in each jurisdiction, the differences and interplay in tax laws between those jurisdictions, the uncertainty of how underlying facts may be construed and the inherent uncertainty in estimating the final resolution of complex tax audit matters, the Company's estimates of income tax liabilities may differ from actual payments or assessments.
While the Company has support for the positions it takes on tax returns, taxing authorities may assert different interpretations of laws and facts and may challenge cross-jurisdictional transactions. The Company generally re-evaluates the technical merits of its tax positions and recognizes an uncertain tax benefit when (i) there is completion of a tax audit; (ii) there is a change in applicable tax laws including a tax case ruling or legislative guidance; or (iii) there is an expiration of the statute
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of limitations. The liability for unrecognized tax benefits, excluding interest and penalties, was $19.5 million and $21.8 million as of July 31, 2026 and 2025, respectively. If recognized, $16.0 million of unrecognized tax benefits would reduce the Company’s income tax rate as of both July 31, 2026 and 2025. Accrued interest and penalties related to unrecognized tax benefits were $5.9 million and $6.6 million as of July 31, 2026 and 2025, respectively. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense on the consolidated statements of income. The Company believes it is reasonably possible that the amount of gross unrecognized tax benefits could be reduced by up to $2.6 million in the next 12 months as a result of the resolution of worldwide tax matters, tax audit settlements, amended tax filings, and/or statute expirations, which would be the maximum amount that would be recognized as an income tax benefit in the consolidated statements of income.
The Company recognizes deferred tax assets and liabilities for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized. This requires management to make judgments regarding: (i) the timing and amount of the reversal of taxable temporary differences, (ii) expected future taxable income or loss, and (iii) the impact of tax planning strategies. The Company recognized valuation allowances for its deferred tax assets of $84.0 million and $82.2 million as of July 31, 2026 and 2025, respectively, which were primarily related to foreign tax credit carryforwards and net operating loss carryforwards in its various tax jurisdictions.
Goodwill and Other Intangible Assets
The allocation of purchase price for business combinations requires management estimates and judgment as to expectations for future cash flows of the acquired business and the allocation of those cash flows to identifiable intangible assets in determining the estimated fair value. If the actual results differ from these estimates, it could result in an impairment of intangible assets and goodwill or require acceleration of the amortization expense of finite-lived intangible assets. In addition, goodwill and other indefinite-lived intangible assets must be tested for impairment at least annually. If circumstances or events prior to the date of the required annual assessment indicate that, in management’s judgment, it is more likely than not that there has been a reduction of fair value of a reporting unit below its carrying value, the Company performs an impairment analysis at the time of such circumstance or event. Changes in management’s estimates or judgments could result in an impairment charge, and such a charge could have an adverse effect on the Company’s financial condition and results of operations.
The Company has identified six reporting units within its two reportable segments, Americas & Asia and Europe & Australia, with the following goodwill balances as of July 31, 2026: North America, $501.0 million; Europe, $181.8 million; and Latin America, $3.2 million. The other three identified reporting units each have a goodwill balance of zero. The Company has the option to first assess qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is greater than its respective carrying value. If the qualitative assessment leads to a determination that the fair value of a reporting unit may be less than its carrying value, or if the Company elects to bypass the qualitative assessment altogether, the Company performs a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with its associated carrying value. When the Company performs the quantitative test for goodwill, the Company establishes the fair value for the reporting unit based on the income approach, in which a discounted cash flow model is utilized, the market approach, in which market multiples of comparable companies are utilized, or a combination of both approaches. The income approach requires the use of significant estimates and assumptions, including forecasted sales growth, operating income projections, and discount rates and changes in these assumptions may adversely impact the fair value assessments. The market approach requires significant assumptions related to the selection of comparable publicly traded companies and the market multiples. Significant negative industry or macroeconomic trends, disruptions to the Company’s business, loss of significant customers, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets or in entity structure, and divestitures may adversely impact the assumptions used in the valuations.
The Company completes its annual goodwill impairment analysis on May 1 of each fiscal year and evaluates its reporting units for potential triggering events on a quarterly basis in accordance with ASC 350, “Intangibles - Goodwill and Other.” In addition to the metrics listed above, the Company considers multiple internal and external factors when evaluating its reporting units for potential impairment, including (i) GDP growth for the respective geography, (ii) industry and market factors such as competition and changes in the market for the reporting unit’s products, (iii) new product development, (iv) competing technologies, (v) overall financial performance such as cash flows, actual and planned revenue and profitability, and (vi) changes in the strategy of the reporting unit. In the event the fair value of a reporting unit is less than the carrying value, the Company would recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds the fair value. If necessary, the Company may consult valuation specialists to assist with the assessment of the estimated fair value of the reporting unit.
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On May 1, 2026, the Company performed the qualitative assessment for all three reporting units with goodwill balances and determined that it was more likely than not that the fair value exceeds the carrying value for each reporting unit, and as such, goodwill was not considered impaired.
Business Combinations
The Company uses the acquisition method of accounting to allocate the purchase price of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair value of assets and liabilities is recorded as goodwill. If the fair value of net assets acquired exceeds the purchase price, the Company records the excess as a bargain purchase gain in earnings after reassessing the estimated values. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires knowledge of current market values and the values of assets in use and often requires the application of judgment regarding estimates and assumptions. While the ultimate responsibility resides with management, for material acquisitions, we retain the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets, including intangible assets and significant tangible long-lived assets. The valuation methods used to determine the estimated fair value of intangible assets included the multi-period excess earnings method for customer relationships using customer inputs and contributory charges, and the relief from royalty method for tradenames and technological know-how. Several assumptions and estimates were involved in the application of these valuation methods, including forecasted sales growth, margin, and cash flows attributable to existing customers, obsolescence factor, royalty rate, contributory asset charges, customer attrition rate, tax rates, and discount rates. Tangible long-lived assets are valued using a combination of the income, cost and market value approaches. While we believe expectations and assumptions utilized for historical business combinations have been reasonable, they are inherently uncertain and include significant management judgment.
New Accounting Standards
The information required by this Item is provided in Note 1 of the notes to consolidated financial statements contained in Item 8 — Financial Statements and Supplementary Data.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company’s business operations give rise to market risk exposure due to changes in foreign exchange rates. To manage that risk effectively, the Company enters into hedging transactions according to established guidelines and policies that enable it to mitigate the adverse effects of this financial market risk.
The global nature of the Company’s business requires active participation in the foreign exchange markets. The Company has manufacturing facilities and sells and distributes its products throughout the world and therefore has assets, liabilities and cash flows in currencies other than the U.S. dollar. As a result, the Company’s financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak macroeconomic conditions in the foreign markets in which the Company manufactures, distributes and sells its products. The Company’s operating results are principally exposed to changes in exchange rates between the U.S. dollar and the Euro, the British Pound, the Mexican Peso, the Canadian dollar, the Australian dollar, the Singapore dollar, the Malaysian Ringgit, and the Chinese Yuan.
The objective of the Company’s foreign currency exchange risk management is to minimize the impact of currency movements on non-functional currency transactions. To achieve this objective, the Company hedges a portion of known exposures using forward contracts. As of July 31, 2026, the notional amount of outstanding forward foreign exchange contracts designated as cash flow hedges was $55.1 million. The Company may designate portions of its foreign currency denominated debt as net investment hedges in its foreign operations. As of July 31, 2026, the Company did not have any of its foreign currency denominated debt designated as net investment hedges. The Company’s new credit agreement allows it to borrow up to $500 million in currencies other than U.S. dollars. Debt issued in currencies other than U.S. dollars acts as a natural hedge to the Company’s exposure to the associated currency.
The Company also faces exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Although the Company has a U.S. dollar functional currency for reporting purposes, it has manufacturing sites throughout the world and a significant portion of its sales are generated in foreign currencies. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates in effect during the respective period. As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar. In particular, the Company has more sales in European currencies than it has expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits are increased or decreased, respectively. In fiscal 2026, the fluctuation in currency exchange rates had a negligible effect on sales; however, the effect was more pronounced in interim periods compared to fiscal 2025 as the U.S. dollar depreciated, on average, against other major currencies throughout the year.
Changes in foreign currency exchange rates for the Company’s foreign subsidiaries reporting in local currencies are generally reported as a component of stockholders’ equity. The Company’s currency translation adjustments recorded during the years ended July 31, 2026, 2025, and 2024, as a separate component of stockholders’ equity, were favorable by $16.6 million, favorable by $18.2 million, and unfavorable by $14.5 million, respectively. As of July 31, 2026 and 2025, the Company’s foreign subsidiaries had net current assets (defined as current assets less current liabilities) subject to foreign currency translation risk of $281.3 million and $259.2 million, respectively. The potential decrease in net current assets as of July 31, 2026, from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates would be approximately $28.1 million. This sensitivity analysis assumes a parallel shift in all major foreign currency exchange rates versus the U.S. dollar. Exchange rates rarely move in the same direction relative to the U.S. dollar due to positive and negative correlations of the various global currencies. This assumption may overstate the impact of changing exchange rates on individual assets and liabilities denominated in a foreign currency.
The Company could be exposed to interest rate risk through its corporate borrowing activities. The objective of the Company’s interest rate risk management activities is to manage the levels of the Company’s fixed and floating interest rate exposure to be consistent with the Company’s preferred mix. The interest rate risk management program allows the Company to enter into approved interest rate derivatives if there is a desire to modify the Company’s exposure to interest rates. As of July 31, 2026, the Company had no interest rate derivatives and no fixed rate debt outstanding.
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Item 8. Financial Statements and Supplementary Data
BRADY CORPORATION & SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
| Page | |||||
| Financial Statements: | |||||
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Brady Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Brady Corporation and subsidiaries (the “Company”) as of July 31, 2026 and 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended July 31, 2026, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of July 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 3, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Taxes — Valuation Allowances — Refer to Notes 1 and 11 to the financial statements
Critical Audit Matter Description
The Company recognizes deferred income tax assets and liabilities for the estimated future tax effects attributable to temporary differences and carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized in the future. Future realization of deferred tax assets depends on the existence of sufficient taxable income within the carryback or carryforward period of the appropriate character under the relevant tax law. Sources of taxable income include future reversals of deferred tax assets and liabilities, future taxable income (exclusive of the reversals of deferred tax assets and liabilities), taxable income in prior carryback year(s) if permitted under the tax law, and tax planning strategies. The Company’s valuation allowance for deferred tax assets was $84.0 million as of July 31, 2026.
The Company’s determination of the valuation allowance involves estimates. Management’s primary estimate in determining whether a valuation allowance should be established is the projection of future sources of taxable income. Auditing
29
management’s estimate of future sources of taxable income, which affects the recorded valuation allowances, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to estimated future sources of taxable income included the following, among others:
•We tested the effectiveness of management’s controls over the estimates of future sources of taxable income.
•With the assistance of our income tax specialists, we considered relevant tax laws and regulations in evaluating (1) the appropriateness of management’s estimates of future sources of taxable income, including whether the future sources were of the appropriate character, and (2) the appropriateness of the carryforward periods utilized by management.
•We evaluated management’s ability to accurately estimate future sources of taxable income by comparing actual results to management’s historical estimates. Further, we evaluated the reasonableness of management’s estimates of future sources of taxable income by comparing the estimates to historical sources of taxable income or losses and evaluating whether there have been any changes that would affect management’s estimates of future sources of taxable income.
•We evaluated management’s assessment that it is more likely than not that sufficient taxable income will be generated in the future to utilize the net deferred tax assets.
/s/ DELOITTE & TOUCHE LLP
September 3, 2026
We have served as the Company’s auditor at least since 1981; however, an earlier year cannot be reliably determined.
30
BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
July 31, 2026 and 2025
(Dollars in thousands)
| 2026 | 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment—net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease assets | |||||||||||
| Other assets | |||||||||||
| Total | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Taxes, other than income taxes | |||||||||||
| Accrued income taxes | |||||||||||
| Current operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Class A nonvoting common stock — Issued | |||||||||||
Class B voting common stock — Issued and outstanding | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock — | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total | $ | $ | |||||||||
See Notes to Consolidated Financial Statements.
31
BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended July 31, 2026, 2025 and 2024
(Dollars in thousands, except per share amounts)
| 2026 | 2025 | 2024 | |||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Gross margin | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Operating income | |||||||||||||||||
| Other income (expense): | |||||||||||||||||
| Investment and other income | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Income before income taxes | |||||||||||||||||
| Income tax expense | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Net income per Class A Nonvoting Common Share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
| Net income per Class B Voting Common Share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
See Notes to Consolidated Financial Statements.
32
BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended July 31, 2026, 2025 and 2024
(Dollars in thousands)
| 2026 | 2025 | 2024 | |||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||
| Cash flow hedges: | |||||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | ( | ||||||||||||||||
| Reclassification adjustment for (gains) losses included in net income | ( | ( | |||||||||||||||
| ( | ( | ||||||||||||||||
| Pension and other post-retirement benefits: | |||||||||||||||||
| Net gain (loss) recognized in other comprehensive income (loss) | ( | ||||||||||||||||
| Net actuarial gain amortization | ( | ( | ( | ||||||||||||||
| ( | ( | ( | |||||||||||||||
| Other comprehensive income (loss), before tax | ( | ||||||||||||||||
| Income tax (expense) benefit related to items of other comprehensive income (loss) | ( | ( | |||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||
| Comprehensive income | $ | $ | $ | ||||||||||||||
See Notes to Consolidated Financial Statements.
33
BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years Ended July 31, 2026, 2025 and 2024
(Dollars in thousands, except per share amounts)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||||||
| Balances at July 31, 2023 | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | |||||||||||||||||||||||||||
| Issuance of shares of Class A Common Stock under stock plan | — | ( | — | — | ||||||||||||||||||||||||||||
| Tax benefit and withholdings from deferred compensation distributions | — | — | — | — | ||||||||||||||||||||||||||||
| Stock-based compensation expense (Note 7) | — | — | — | — | ||||||||||||||||||||||||||||
| Repurchase of shares of Class A Common Stock, including excise taxes | — | — | — | ( | — | |||||||||||||||||||||||||||
| Cash dividends on Common Stock: | ||||||||||||||||||||||||||||||||
Class A — $ | — | — | ( | — | — | |||||||||||||||||||||||||||
Class B — $ | — | — | ( | — | — | |||||||||||||||||||||||||||
| Balances at July 31, 2024 | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||||||||||||||
| Issuance of shares of Class A Common Stock under stock plan | — | ( | — | — | ||||||||||||||||||||||||||||
| Tax benefit and withholdings from deferred compensation distributions | — | — | — | — | ||||||||||||||||||||||||||||
| Stock-based compensation expense (Note 7) | — | — | — | — | ||||||||||||||||||||||||||||
| Repurchase of shares of Class A Common Stock, including excise taxes | — | — | — | ( | — | |||||||||||||||||||||||||||
| Cash dividends on Common Stock: | ||||||||||||||||||||||||||||||||
Class A — $ | — | — | ( | — | — | |||||||||||||||||||||||||||
Class B — $ | — | — | ( | — | — | |||||||||||||||||||||||||||
| Balances at July 31, 2025 | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||||||||||||||
| Issuance of shares of Class A Common Stock under stock plan | — | ( | — | — | ||||||||||||||||||||||||||||
| Tax benefit and withholdings from deferred compensation distributions | — | — | — | — | ||||||||||||||||||||||||||||
| Stock-based compensation expense (Note 7) | — | — | — | — | ||||||||||||||||||||||||||||
| Repurchase of shares of Class A Common Stock, including excise taxes | — | — | — | ( | — | |||||||||||||||||||||||||||
| Cash dividends on Common Stock: | ||||||||||||||||||||||||||||||||
Class A — $ | — | — | ( | — | — | |||||||||||||||||||||||||||
Class B — $ | — | — | ( | — | — | |||||||||||||||||||||||||||
| Balances at July 31, 2026 | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
34
BRADY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended July 31, 2026, 2025 and 2024
(Dollars in thousands)
| 2026 | 2025 | 2024 | |||||||||||||||
| Operating activities: | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
| Deferred income taxes | ( | ( | |||||||||||||||
| Other | ( | ( | |||||||||||||||
| Changes in operating assets and liabilities (net of effects of business acquisitions): | |||||||||||||||||
| Accounts receivable | ( | ( | ( | ||||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Prepaid expenses and other assets | ( | ( | ( | ||||||||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||||||||
| Income taxes | ( | ( | |||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Investing activities: | |||||||||||||||||
| Purchases of property, plant and equipment | ( | ( | ( | ||||||||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||||||||
| Other | ( | ||||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| Financing activities: | |||||||||||||||||
| Payment of dividends | ( | ( | ( | ||||||||||||||
| Proceeds from exercise of stock options | |||||||||||||||||
| Payments for employee taxes withheld from stock-based awards | ( | ( | ( | ||||||||||||||
| Purchase of treasury stock | ( | ( | ( | ||||||||||||||
| Proceeds from borrowing on credit facilities | |||||||||||||||||
| Repayment of borrowing on credit facilities | ( | ( | ( | ||||||||||||||
| Other | ( | ||||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | $ | ||||||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||||||
| Cash interest paid | $ | $ | $ | ||||||||||||||
See Notes to Consolidated Financial Statements.
35
BRADY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended July 31, 2026, 2025 and 2024
(In thousands, except share and per share amounts)
1. Summary of Significant Accounting Policies
Nature of Operations — Brady Corporation is a global manufacturer and supplier of identification solutions and workplace safety products that identify and protect premises, products and people. The ability to provide customers with a broad range of proprietary, customized, and diverse products for use in various applications, along with a commitment to quality and service, a global footprint, and multiple sales channels, have made Brady a world leader in many of its markets.
Use of Estimates — The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Acquisitions — The Company recognizes assets acquired, liabilities assumed, contractual contingencies and contingent consideration at their fair value on the acquisition date. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Acquisition-related costs are expensed as incurred and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period are recorded in income tax expense.
Cash Equivalents — The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents.
Concentration of Credit Risk — The Company places temporary cash investments with global financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of its financial institutions and limits the amount of credit exposure with any one financial institution. In addition, the Company has a broad customer base representing many diverse industries throughout the globe. Consequently, no significant concentration of credit risk is considered to exist.
Inventories — Inventories are stated at the lower of cost or net realizable value and include material, labor, and overhead. Cost has been determined using the last-in, first-out (“LIFO”) method for certain inventories in the U.S. (13.3 % of total inventories at July 31, 2026, and 12.8 % of total inventories at July 31, 2025) and the first-in, first-out (“FIFO”) or average cost methods for all other inventories. Had all inventories been accounted for on a FIFO basis instead of on a LIFO basis, the carrying value of inventories would have increased by $12,859 and $12,006 as of July 31, 2026 and 2025, respectively.
Inventories consist of the following as of July 31:
| 2026 | 2025 | ||||||||||
| Finished products | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials and supplies | |||||||||||
| Total inventories | $ | $ | |||||||||
Property, Plant and Equipment — Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed primarily on a straight-line basis over the estimated useful lives of the related assets. Leasehold
36
improvements are depreciated over the shorter of the lease term or the estimated useful life of the respective asset. The estimated useful lives range from 3 to 33 years as shown below.
Property, plant and equipment consist of the following as of July 31:
| Range of Useful Lives | 2026 | 2025 | |||||||||||||||
| Land | $ | $ | |||||||||||||||
| Buildings and improvements | 10 to 33 Years | ||||||||||||||||
| Machinery and equipment | 3 to 10 Years | ||||||||||||||||
| Construction in progress | |||||||||||||||||
| Property, plant and equipment—gross | |||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||
| Property, plant and equipment—net | $ | $ | |||||||||||||||
Goodwill — The Company tests goodwill for impairment on an annual basis on the first day of the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that it may be impaired. Under U.S. GAAP, the Company has the option to first assess qualitative factors to determine if it is more likely than not that the fair value of one of its reporting units is greater than its carrying value (“Step 0”). If the qualitative assessment leads to a determination that the reporting unit’s fair value is less than its carrying value, or if the Company elects to bypass the qualitative assessment altogether, it is required to perform a quantitative impairment test (“Step 1”) by calculating the fair value of the reporting unit and comparing the fair value with its associated carrying value. During the fiscal year 2026 annual impairment test, the Company first assessed goodwill recoverability qualitatively using the Step 0 approach for each reporting unit. For the qualitative assessment, the Company considered the most recent quantitative analysis, which was performed during the fourth quarter of fiscal year 2023 for all three reporting units, including assumptions used, such as discount rates, indicated fair values, and the amounts by which those fair values exceeded their carrying amounts. Further, the Company compared actual performance in fiscal year 2026 to the internal financial projections used in the prior quantitative analyses. Additionally, the Company considered various other factors including macroeconomic conditions, relevant industry and market trends, and factors specific to the Company that could indicate a potential change in the fair value of the reporting units. Lastly, the Company evaluated whether any events have occurred or any circumstances have changed since that time that would indicate that goodwill may have become impaired since the last quantitative tests. Based on these qualitative assessments, the Company determined it is more likely than not that the fair value of each reporting unit exceeds its respective carrying value, and goodwill was not considered impaired as of May 1, 2026. As such, the Step 1 quantitative goodwill impairment analysis was not necessary. No goodwill impairment charges were recognized during the year ended July 31, 2026.
Other Intangible and Long-Lived Assets — Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives to reflect the pattern of economic benefits consumed. Intangible assets with indefinite lives as well as goodwill are not subject to amortization. These assets are assessed for impairment on an annual basis or more frequently if events or changes in circumstances have occurred that indicate the asset may not be recoverable or that the remaining estimated useful life may warrant revision. In addition, the Company performs qualitative assessments on a quarterly basis of significant events and circumstances, such as historical and current results, assumptions regarding future performance, and strategic initiatives and overall economic factors.
The Company evaluates indefinite-lived intangible assets for impairment by comparing the estimated fair value of the asset to the carrying value. Fair value is estimated using the income approach based upon current sales projections applying the relief from royalty method. If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company evaluates long-lived assets, including finite-lived intangible assets, operating lease assets, and property, plant, and equipment, for recoverability by comparing an estimate of undiscounted future cash flows, derived from internal forecasts, over the remaining life of the primary asset to the carrying amount of the asset group. To the extent the undiscounted future cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds its fair value.
Leases — The Company accounts for leases in accordance with Accounting Standards Codification (“ASC”) 842 “Leases.” The Company determines whether an arrangement contains a lease at contract inception based on whether the arrangement provides the Company with the right to direct the use of and the right to obtain substantially all of the economic benefits from
37
an identified asset in exchange for consideration. The Company recognizes a right-of-use (“ROU” ) asset and lease liability for its lease commitments with initial terms greater than one year.
The initial measurement of ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the expected lease term. The ROU asset also includes any lease payments made on or before the commencement date, initial direct costs incurred, and is reduced by any lease incentives received. Some of the Company’s leases include options to extend the lease agreement, of which the exercise is at the Company’s sole discretion. The majority of renewal options are not included in the calculation of ROU assets and liabilities as they are not reasonably certain to be exercised. Some of the Company’s lease agreements include rental payments that are adjusted periodically for inflation or the change in an index or rate. These variable lease payments are generally excluded from the initial measurement of the ROU asset and lease liability and are recognized in the period in which the obligation for those payments is incurred. The Company has lease agreements that include both lease and non-lease components, which the Company elected to account for as a single lease component.
The Company determines the present value of future lease payments using its incremental borrowing rate, as the discount rate implicit within the Company’s leases generally cannot be readily determined. The incremental borrowing rate is estimated based on the sovereign credit rating for the countries in which the Company has its largest operations, adjusted for several factors, such as internal credit spread, lease terms, and other market information available at the lease commencement date.
As of July 31, 2026, all leases are accounted for as operating leases, with lease expense being recognized on a straight-line basis over the lease term. Operating leases are reflected in “Operating lease assets,” “Current operating lease liabilities,” and “Long-term operating lease liabilities” in the accompanying consolidated balance sheets. Operating lease expense is recognized in either cost of goods sold or selling, general, and administrative expenses in the consolidated statements of income, based on the nature of the lease. ROU assets are evaluated for impairment in the same manner as long-lived assets. No impairment charges were recognized related to operating lease assets during the year ended July 31, 2026.
Shipping and Handling Costs — Shipping and handling fees billed to a customer in a sale transaction are reported as net sales and the related costs incurred for shipping and handling are reported in cost of goods sold.
Advertising Costs — Advertising costs are expensed as incurred. Advertising expense for the years ended July 31, 2026, 2025, and 2024 was $53,311 , $50,349 , and $50,296 , respectively.
Stock-Based Compensation — The Company measures and recognizes the compensation expense for all share-based awards made to employees and directors based on estimated grant-date fair values. The Black-Scholes option valuation model is used to determine the fair value of stock option awards on the date of grant. The Company recognizes the compensation cost, net of estimated forfeitures, of all share-based awards on a straight-line basis over the vesting period of the award. If it is determined that it is unlikely the award will vest, the expense recognized to date for the award is generally reversed in the period in which this is evident and the remaining expense is not recorded.
The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards. The Company uses historical data regarding stock option exercise behaviors to estimate the expected term of options granted based on the period of time that options granted are expected to be outstanding. Expected volatilities are based on the historical volatility of the Company’s stock. The expected dividend yield is based on the Company’s historical dividend payments and historical yield. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the grant date for the length of time corresponding to the expected term of the option. The market value is calculated as the average of the high and the low stock price on the date of the grant. Refer to Note 7, “Stockholders’ Equity” for more information regarding the Company’s incentive stock plans.
Research and Development — Amounts expended for research and development are expensed as incurred.
38
Foreign Currency Translation — The assets and liabilities of subsidiaries whose functional currency is a currency other than the U.S. dollar are translated into U.S. dollars at end of period rates of exchange, and income and expense accounts are translated at the average rates of exchange for the period. Resulting foreign currency translation adjustments are included in other comprehensive income.
Income Taxes — The Company accounts for income taxes in accordance with ASC 740 “Income Taxes.” Deferred income tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the currently enacted tax laws and rates applicable to the periods in which the differences are expected to be realized or settled. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The Company recognizes the benefit of income tax positions only if those positions are more likely than not to be sustained upon examination by the tax authority. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs.
Fair Value of Financial Instruments — The Company believes that the carrying amount of its financial instruments (cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities) approximates fair value due to the short-term nature of these instruments. Refer to Note 6, “Debt” for more information regarding the fair value of long-term debt and Note 13, “Fair Value Measurements” for information regarding fair value measurements.
Foreign Currency Hedging — The objective of the Company’s foreign currency exchange risk management is to minimize the impact of currency movements on non-functional currency transactions and minimize the foreign currency translation impact on the Company’s foreign operations. While the Company’s risk management objectives and strategies are driven from an economic perspective, the Company attempts, where possible and practical, to ensure that the hedging strategies it engages in qualify for hedge accounting and result in accounting treatment where the earnings effect of the hedging instrument provides substantial offset (in the same period) to the income effect of the hedged item.
The Company recognizes derivative instruments as either assets or liabilities in the accompanying consolidated balance sheets at fair value. Gains and losses resulting from changes in fair value of the derivatives designated as hedges are recorded as a component of Accumulated Other Comprehensive Income (“AOCI”) in the accompanying consolidated balance sheets and in the consolidated statements of comprehensive income and are reclassified into the same income statement line item in the period or periods during which the hedged transaction affects income. Refer to Note 14, “Derivatives and Hedging Activities” for more information regarding the Company’s derivative instruments and hedging activities.
New Accounting Standards
Adopted Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The guidance requires expanded annual disclosures including the standardization and disaggregation of income tax rate reconciliation categories and the amount of income taxes paid by jurisdiction. The Company adopted ASU 2023-09 for the year ended July 31, 2026, with retrospective application for the years ended July 31, 2025 and 2024. Additional information regarding the Company’s income tax rate reconciliations, including the application of the provisions of ASU 2023-09, is included in Note 11 to the consolidated financial statements.
Standards not yet adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance requires expanded interim and annual disclosures of expense information including the amounts of inventory purchases, employee compensation, depreciation, amortization, and depletion within commonly presented expense captions during the period. The guidance is effective for the Company’s fiscal 2028 Form 10-K and interim periods thereafter. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.
39
2. Goodwill
Changes in the carrying amount of goodwill by reportable segment for the years ended July 31, 2026 and 2025, were as follows:
| Americas & Asia | Europe & Australia | Total | |||||||||||||||
| Balance as of July 31, 2024 | $ | $ | $ | ||||||||||||||
| Current year acquisitions | |||||||||||||||||
| Translation adjustments | |||||||||||||||||
| Balance as of July 31, 2025 | $ | $ | $ | ||||||||||||||
| Current year acquisitions | |||||||||||||||||
| Translation adjustments | |||||||||||||||||
| Balance as of July 31, 2026 | $ | $ | $ | ||||||||||||||
Goodwill increased $9,023 during the year ended July 31, 2026 due to the acquisition of Mecco and the positive effects of foreign currency translation.
Goodwill increased $87,334 during the year ended July 31, 2025. Of the $87,334 increase, $66,178 was due to the acquisition of Gravotech, $10,079 was due to the acquisition of AB&R and $11,077 was due to the positive effects of foreign currency translation.
The qualitative assessment performed on May 1, 2026, in accordance with ASC 350, “Intangibles - Goodwill and Other” indicated that it is more likely than not that the fair value exceeds the carrying value for each of the three reporting units with goodwill (North America, Europe and Latin America).
3. Other Intangible Assets
Other intangible assets include customer relationships, tradenames, and technology with finite lives being amortized in accordance with the accounting guidance for other intangible assets. The Company also has unamortized indefinite-lived tradenames that are classified as other intangible assets.
Other intangible assets as of July 31, 2026 and 2025 consisted of the following:
| July 31, 2026 | July 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Weighted Average Amortization Period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted Average Amortization Period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||||||||||||
| Amortized other intangible assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Tradenames | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Unamortized other intangible assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Tradenames | N/A | — | N/A | — | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The change in the gross carrying amount of amortized other intangible assets as of July 31, 2026 compared to July 31, 2025 was primarily due to the acquisition of Mecco completed during the year ended July 31, 2026, partially offset by the removal of two fully amortized technology assets.
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The following table summarizes the fair value and weighted average amortization period of other intangible assets associated with the acquisition of Mecco:
| Gross Carrying Amount | Weighted Average Amortization Period (Years) | ||||||||||
| Customer relationships | $ | ||||||||||
| Technology | |||||||||||
| Total | $ | ||||||||||
Amortization expense on intangible assets during the years ended July 31, 2026, 2025, and 2024 was $20,919 , $18,916 , and $9,421 , respectively. Amortization expense over each of the next five fiscal years is projected to be $19,900 , $19,488 , $19,126 , $14,317 , and $9,738 for the fiscal years ending July 31, 2027, 2028, 2029, 2030, and 2031, respectively. Estimated future amortization expense for the next five years reflects the Company’s existing intangible assets as of July 31, 2026, and does not include any impact from the PSS acquisition, as the preliminary purchase price allocation is incomplete as of the issuance date of these consolidated financial statements.
4. Leases
The Company leases certain manufacturing facilities, warehouses and office space, computer equipment, and vehicles accounted for as operating leases. Lease terms typically range from one year to ten years. As of July 31, 2026 and 2025, the Company did not have any finance leases.
Short-term lease expense, variable lease expenses, and sublease income were immaterial to the consolidated statements of income for the years ended July 31, 2026, 2025 and 2024.
The following table summarizes lease expense recognized during the years ended July 31, 2026, 2025 and 2024:
| Consolidated Statements of Income Location | July 31, 2026 | July 31, 2025 | July 31, 2024 | ||||||||||||||||||||
| Operating lease cost | Cost of goods sold | $ | $ | $ | |||||||||||||||||||
| Operating lease cost | Selling, general, and administrative expenses | ||||||||||||||||||||||
The following table summarizes the maturity of the Company’s lease liabilities as of July 31, 2026:
| Years ending July 31, | Operating Leases | ||||
| 2027 | $ | ||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total lease payments | $ | ||||
| Less: interest | ( | ||||
| Present value of lease liabilities | $ | ||||
The weighted average remaining lease terms and discount rates for the Company’s operating leases as of July 31, 2026 and 2025 were as follows:
| July 31, 2026 | July 31, 2025 | ||||||||||
| Weighted average remaining lease term (in years) | |||||||||||
| Weighted average discount rate | % | % | |||||||||
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Supplemental cash flow information related to the Company’s operating leases during the years ended July 31, 2026 and 2025 were as follows:
| 2026 | 2025 | ||||||||||
| Operating cash outflows from operating leases | $ | $ | |||||||||
Operating lease assets obtained in exchange for new operating lease liabilities (1) | |||||||||||
(1)Includes new leases, leases from acquired companies, and remeasurements or modifications of existing leases.
The Company evaluates right-of-use assets for impairment in the same manner as long-lived assets. No impairment charges were recorded during the years ended July 31, 2026, 2025 or 2024.
5. Employee Benefit Plans
The Company provides postretirement medical benefits (the “Plan”) for eligible regular full and part-time domestic employees (including spouses) who retired prior to January 1, 2016, as outlined by the Plan. The Plan is unfunded, and the liability, unrecognized gain, and associated income statement impact are immaterial. The current portion and non-current portion of the liabilities for postretirement medical benefits are included in “Other current liabilities” and “Other liabilities,” respectively, on the accompanying consolidated balance sheets as of July 31, 2026 and 2025. The unrecognized loss is reported as a component of AOCI.
The Company also has two deferred compensation plans, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan which allow for compensation to be deferred into either the Company’s Class A Nonvoting Common Stock or in other investment funds. Neither plan allows funds to be transferred between the Company’s Class A Nonvoting Common Stock and the other investment funds. The Company has an additional non-qualified deferred compensation plan, the Brady Restoration Plan, which allows an equivalent benefit to the Matched 401(k) Plan and the Funded Retirement Plan for executives’ income exceeding the Internal Revenue Service (“IRS”) limits for participation in a qualified 401(k) plan. Deferred compensation of $22,019 and $19,998 was included in “Other liabilities” in the accompanying consolidated balance sheets as of July 31, 2026 and 2025, respectively.
The Company has retirement and profit-sharing plans covering substantially all full-time domestic employees and certain employees of its foreign subsidiaries. Contributions to the plans are determined annually or quarterly, according to the respective plan, based on income of the respective companies and employee contributions. Accrued retirement and profit-sharing contributions of $4,962 and $4,742 were included in “Other current liabilities” in the accompanying consolidated balance sheets as of July 31, 2026 and 2025, respectively. The amounts charged to expense for these retirement and profit sharing plans were $20,657 , $17,921 , and $16,134 during the years ended July 31, 2026, 2025 and 2024, respectively.
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6. Debt
On June 12, 2026, the Company and certain of its subsidiaries entered into a new credit agreement with a group of lenders party thereto, BMO Bank N.A., as administrative agent, swing line lender and letter of credit issuer, and Bank of America, N.A., as syndication agent and letter of credit issuer (the “new credit agreement”). The new credit agreement provides for an aggregate principal amount of $1.0 billion, consisting of a $500 million term loan facility and a $500 million revolving credit facility. The credit agreement replaced and terminated the Company’s previous credit agreement, which had been entered into on August 1, 2019 (the “previous credit agreement”). Upon execution, outstanding revolving loans under the previous credit agreement totaling €13.0 million were exchanged for revolving loans under the new credit agreement, and all other outstanding obligations thereunder were repaid in full. The Company paid $12.5 million of debt issuance costs during the year ended July 31, 2026. Prepaid financing costs of $5.9 million and $0.2 million are included in “Other assets” on the accompanying consolidated balance sheets as of July 31, 2026 and 2025, respectively.
Under the new credit agreement, which has a final maturity date of June 12, 2031 for both the term loan and revolving credit facilities, the Company has the option to select either a base interest rate (based upon the highest of (i) the federal funds rate plus one-half of 1%, (ii) the prime rate of BMO Bank N.A., or (iii) the one-month Term SOFR rate plus 1%, plus a margin based on the Company’s consolidated net leverage ratio) or a term benchmark or risk-free interest rate (based on, as applicable, Term SOFR, Adjusted EURIBO, Adjusted TIBO, Adjusted Term CORRA, BBSY, or Daily Simple SONIA, plus a margin based on the Company’s consolidated net leverage ratio).
Following the funding of the term loan in connection with the PSS acquisition, the term loan is subject to quarterly amortization payments of 1.25 % of the original principal amount funded on the closing date of the PSS acquisition, commencing on the last business day of the fiscal quarter occurring at least three months following such closing date, with the remaining balance payable on the maturity date. Total availability under the revolving credit facility was capped at $300 million prior to the closing of the PSS acquisition and expanded to the full $500 million commitment thereafter. Additionally, the new credit agreement contains an incremental facility feature permitting the Company to request an increase to the revolving commitments or add one or more additional tranches of term loans by up to $550 million, plus an unlimited additional amount subject to compliance with a pro forma consolidated net leverage ratio not to exceed 2.50 to 1.00.
The maximum amount outstanding on the previous credit agreement during the year ended July 31, 2026 was $119.6 million. As of July 31, 2026, the outstanding balance under the revolving credit facility was $15.0 million and approximately $283.2 million was available for future borrowing, subject to the $300 million pre-closing limitation on revolving credit availability. Borrowings are classified as long-term on the consolidated balance sheets.
The new credit agreement is guaranteed by certain of the Company’s material domestic subsidiaries. The Company’s new credit agreement requires it to maintain certain financial covenants, including a maximum consolidated net leverage ratio of 3.50 to 1.00, which shall temporarily be increased to up to 4.00 to 1.00 for the four computation periods ending after the closing of the PSS acquisition, and a minimum consolidated interest coverage ratio of 3.00 to 1.00. As of July 31, 2026 , the Company was in compliance with such financial covenants.
Refer to Note 17, “Subsequent Events,” for additional information regarding the completion of the PSS acquisition and related financing.
As of July 31, 2026 and 2025, borrowings under the new credit agreement and the previous credit agreement, respectively, were as follows:
| July 31, 2026 | July 31, 2025 | ||||||||||||||||||||||
| Amount Outstanding (thousands) | Weighted Average Interest Rate | Amount Outstanding (thousands) | Weighted Average Interest Rate | ||||||||||||||||||||
New credit agreement (1) | $ | % | $ | — | — | % | |||||||||||||||||
Previous credit agreement (2) | — | — | % | % | |||||||||||||||||||
(1)Borrowings under the new credit agreement as of July 31, 2026 included Euro-denominated borrowings of $15.0 million. The weighted average interest rate of the Euro-denominated borrowings was 3.9 % as of July 31, 2026.
(2)Borrowings under the previous credit agreement as of July 31, 2025 included USD-denominated, British pound-denominated and Euro-denominated borrowings of $39.0 million, $10.6 million and $50.2 million, respectively. The weighted average interest rate of the USD-denominated, British pound-denominated and Euro-denominated borrowings was 5.3 %, 5.1 % and 2.8 %, respectively, as of July 31, 2025.
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Due to the variable interest rate pricing of the Company’s revolving debt, it is determined that the carrying value of the debt equals the fair value of the debt.
The Company had outstanding letters of credit of $1.8 million and $2.1 million at July 31, 2026 and 2025, respectively.
7. Stockholders’ Equity
Information as to the Company’s capital stock as of July 31, 2026 and 2025 was as follows:
| July 31, 2026 | July 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Shares Authorized | Shares Issued | Amount (thousands) | Shares Authorized | Shares Issued | Amount (thousands) | |||||||||||||||||||||||||||||||||
| Preferred Stock, $.01 par value | ||||||||||||||||||||||||||||||||||||||
| Cumulative Preferred Stock: 6% Cumulative | ||||||||||||||||||||||||||||||||||||||
| 1972 Series | ||||||||||||||||||||||||||||||||||||||
| 1979 Series | ||||||||||||||||||||||||||||||||||||||
| Common Stock, $.01 par value: Class A Nonvoting | $ | $ | ||||||||||||||||||||||||||||||||||||
| Class B Voting | ||||||||||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||
Before any dividend may be paid on the Class B Common Stock, holders of the Class A Common Stock are entitled to receive an annual, noncumulative cash dividend of $0.01665 per share. Thereafter, any further dividend in that fiscal year must be paid on each share of Class A Common Stock and Class B Common Stock on an equal basis.
Other than as required by law, holders of the Class A Common Stock are not entitled to any vote on corporate matters, unless, in each of the three preceding fiscal years, the $0.01665 preferential dividend described above has not been paid in full. Holders of the Class A Common Stock are entitled to one vote per share for the entire fiscal year immediately following the third consecutive fiscal year in which the preferential dividend is not paid in full. Holders of Class B Common Stock are entitled to one vote per share for the election of directors and for all other purposes.
Upon liquidation, dissolution or winding up of the Company, and after distribution of any amounts due to holders of Preferred Stock, if any, holders of the Class A Common Stock are entitled to receive the sum of $0.8333 per share before any payment or distribution to holders of the Class B Common Stock. Thereafter, holders of the Class B Common Stock are entitled to receive a payment or distribution of $0.8333 per share. Thereafter, holders of the Class A Common Stock and Class B Common Stock share equally in all payments or distributions upon liquidation, dissolution or winding up of the Company.
The preferences in dividends and liquidation rights of the Class A Common Stock over the Class B Common Stock will terminate at any time that the voting rights of Class A Common Stock and Class B Common Stock become equal.
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The following is a summary of other activity in stockholders’ equity during the years ended July 31, 2026, 2025, and 2024:
| Deferred Compensation | Shares Held in Rabbi Trust, at cost | Total | ||||||||||||||||||
| Balances at July 31, 2023 | $ | $ | ( | $ | ||||||||||||||||
| Shares at July 31, 2023 | ||||||||||||||||||||
| Sale of shares at cost | $ | ( | $ | $ | ||||||||||||||||
| Purchase of shares at cost | ( | |||||||||||||||||||
| Balances at July 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
| Shares at July 31, 2024 | ||||||||||||||||||||
| Sale of shares at cost | $ | ( | $ | $ | ||||||||||||||||
| Purchase of shares at cost | ( | |||||||||||||||||||
| Balances at July 31, 2025 | $ | $ | ( | $ | ||||||||||||||||
| Shares at July 31, 2025 | ||||||||||||||||||||
| Sale of shares at cost | $ | ( | $ | $ | ||||||||||||||||
| Purchase of shares at cost | ( | |||||||||||||||||||
| Balances at July 31, 2026 | $ | $ | ( | $ | ||||||||||||||||
| Shares at July 31, 2026 | ||||||||||||||||||||
Deferred Compensation Plans
The Company has two deferred compensation plans, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan that allow for compensation to be deferred into either the Company's Class A Nonvoting Common Stock or into other investment funds. Neither plan allows funds to be transferred between the Company's Class A Nonvoting Common Stock and the other investment funds.
At July 31, 2026, the deferred compensation balance in stockholders’ equity represents the investment at the original cost of shares held in the Company’s Class A Nonvoting Common Stock for the deferred compensation plans. The balance of shares held in the Rabbi Trust represents the investment in the Company’s Class A Nonvoting Common Stock at the original cost of all the Company’s Class A Nonvoting Common Stock held in deferred compensation plans.
Incentive Stock Plans
The Company has an incentive stock plan under which the Board of Directors may grant nonqualified stock options to purchase shares of Class A Nonvoting Common Stock, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), or restricted and unrestricted shares of Class A Nonvoting Common Stock to employees and non-employee directors. Certain awards may be subject to pre-established performance goals. The majority of the Company’s annual share-based awards are granted in the first quarter of the fiscal year.
As of July 31, 2026 , the Company has reserved 1,245,114 shares of Class A Nonvoting Common Stock for outstanding stock options and RSUs and 4,460,495 shares of Class A Nonvoting Common Stock remain for future issuance of stock options and restricted and unrestricted shares under the active plans. The Company uses treasury stock or will issue new Class A Nonvoting Common Stock to deliver shares under these plans.
Total stock-based compensation expense recognized during the years ended July 31, 2026, 2025, and 2024, was $22,855 , $11,882 , and $7,361 , respectively. Stock-based compensation expense during the year ended July 31, 2026 included $6,051 related to the modification of equity awards in connection with executive transitions. The total income tax benefit recognized in the consolidated statements of income was $2,557 , $1,526 and $1,014 during the years ended July 31, 2026, 2025, and 2024, respectively.
Stock Options
The stock options issued under the plan have an exercise price equal to the fair market value of the underlying stock at the date of grant and generally vest ratably over a -year period, with one-third becoming exercisable one year after the grant date and one-third additional in each of the succeeding two years. Options issued under the plan, referred to herein as “time-based” options, generally expire ten years from the date of grant. The Company did not grant time-based stock option awards during the years ended July 31, 2026 or 2025.
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The Company has estimated the fair value of its time-based stock option awards granted during the year ended July 31, 2024 using the Black-Scholes option valuation model. The weighted-average assumptions used in the Black-Scholes valuation model are reflected in the following table:
| Black-Scholes Option Valuation Assumptions | 2024 | |||||||
| Expected term (in years) | ||||||||
| Expected volatility | % | |||||||
| Expected dividend yield | % | |||||||
| Risk-free interest rate | % | |||||||
The following is a summary of stock option activity for the year ended July 31, 2026:
| Time-Based Options | Options Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||||
Outstanding as of July 31, 2025 | $ | |||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Exercised | ( | |||||||||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||||||||
Outstanding as of | $ | $ | ||||||||||||||||||||||||
Exercisable as of | $ | $ | ||||||||||||||||||||||||
The following table summarizes additional stock option information:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Weighted-average fair value of options granted during the period | $ | $ | $ | |||||||||||||||||
| Intrinsic value of options exercised during the period (in thousands) | ||||||||||||||||||||
| Fair value of options vested during the period (in thousands) | ||||||||||||||||||||
| Cash received from the exercise of stock options during the period (in thousands) | ||||||||||||||||||||
| Tax benefit on options exercised during the period (in thousands) | ||||||||||||||||||||
As of July 31, 2026 , total unrecognized compensation cost related to options that are expected to vest was $33 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 0.2 years.
RSUs
RSUs issued under the plan have a grant date fair value equal to the market price of the Company's stock at the date of grant and generally vest ratably over three years, with one-third vesting one year after the grant date and one-third additional in each of the succeeding two years.
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The following tables summarize the RSU activity during the year ended July 31, 2026:
| RSUs | Shares | Weighted Average Grant Date Fair Value | |||||||||
Non-vested RSUs as of July 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Non-vested RSUs as of | $ | ||||||||||
The RSUs granted during the years ended July 31, 2025 and 2024, had a weighted-average grant-date fair value of $74.35 and $55.43 , respectively.
The total fair value of time-based RSUs vested during the years ended July 31, 2026, 2025 and 2024, was $5,642 , $5,350 , and $3,888 , respectively.
As of July 31, 2026 , total unrecognized compensation cost related to RSUs that are expected to vest was $10,770 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 2.3 years.
PRSUs
PRSUs are contingent on the achievement of predetermined market and performance targets. The PRSUs granted under the plan vest at the end of a three-year performance period provided the service period and specified performance targets are met. For the PRSUs granted during the years ended July 31, 2026, 2025, and 2024 awards will vest based on achievement of performance conditions relating to Company revenue and diluted EPS targets.
The PRSUs granted during the year ended July 31, 2026 had a fair value determined by the average of the high and low stock price on the date of grant.
The following tables summarize the PRSU activity during the year ended July 31, 2026:
| PRSUs | Shares | Weighted Average Grant Date Fair Value | |||||||||
Non-vested PRSUs as of July 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Non-vested PRSUs as of | $ | ||||||||||
The PRSUs granted during the year ended July 31, 2025 and 2024, had a weighted-average grant-date fair value of $71.24 and $51.16 , respectively. The total fair value of PRSUs vested during the years ended July 31, 2026, 2025 and 2024, was $1,934 , $595 , and $141 , respectively.
As of July 31, 2026 , total unrecognized compensation cost related to PRSUs that are expected to vest was $3,151 pre-tax, net of estimated forfeitures, which the Company expects to recognize over a weighted-average period of 1.7 years.
8. Accumulated Other Comprehensive Loss
Other comprehensive loss consists of foreign currency translation adjustments which includes net investment hedges and long-term intercompany loan translation adjustments, unrealized gains or losses from cash flow hedges, and unamortized gains or losses on post-retirement plans, net of their related tax effects.
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The following table illustrates the changes in the balances of each component of accumulated other comprehensive loss, net of tax, for the periods presented:
| Unrealized gain (loss) on cash flow hedges | Unamortized gain (loss) on postretirement plans | Foreign currency translation adjustments | Accumulated other comprehensive loss | ||||||||||||||||||||
Ending balance, July 31, 2023 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive (loss) income before reclassification | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||||||||
Ending balance, July 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive (loss) income before reclassification | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||
Ending balance, July 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income before reclassification | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||||||||
Ending balance, July 31, 2026 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The decrease in accumulated other comprehensive loss as of July 31, 2026 compared to July 31, 2025 was primarily due to the depreciation of the U.S. dollar against certain other currencies during the fiscal year. Of the amounts reclassified from accumulated other comprehensive loss during the years ended July 31, 2026 and 2025, unrealized gains or losses on cash flow hedges were reclassified into “Cost of goods sold” and net unamortized gains on post-retirement plans were reclassified into “Investment and other income” on the consolidated statements of income.
The following table illustrates the income tax benefit (expense) on the components of other comprehensive income (loss):
| Years Ended July 31, | ||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Income tax (expense) benefit related to items of other comprehensive income (loss): | ||||||||||||||||||||
| Cash flow hedges | $ | ( | $ | $ | ( | |||||||||||||||
| Pension and other post-retirement benefits | ( | |||||||||||||||||||
| Income tax (expense) benefit related to items of other comprehensive income (loss) | $ | ( | $ | $ | ( | |||||||||||||||
9. Revenue Recognition
The Company recognizes revenue when control of the product or service transfers to the customer at an amount that represents the consideration expected to be received in exchange for those products and services.
Nature of Products
The Company’s revenues are primarily from the sale of identification solutions and workplace safety products that are shipped and billed to customers. All revenue is from contracts with customers and is included in “Net sales” on the consolidated statements of income.
Performance Obligations
The Company’s contracts with customers consist of purchase orders, which in some cases are governed by master supply or distributor agreements. For each contract, the Company considers the commitment to transfer tangible products, which are generally capable of being distinct, to be separate performance obligations.
The majority of the Company's revenue is earned and recognized at a point in time through ship-and-bill performance obligations where the customer typically obtains control of the product upon shipment or delivery, depending on freight terms. The Company considers control to have transferred if legal title, physical possession, and the significant risks and rewards of ownership of the asset have transferred to the customer and the Company has a present right to payment. In almost all cases, control transfers once a product is shipped or delivered, as this is when the customer is able to direct and obtain substantially all of the remaining benefits associated with use of the asset.
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Transaction Price and Variable Consideration
Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for the transfer of product to a customer. The transaction price is generally the price stated in the contract specific for each item sold, adjusted for all applicable variable considerations. Variable consideration generally includes discounts, returns, credits, rebates, or other allowances that reduce the transaction price. Certain discounts and price assurances are fixed and known at the time of sale.
The Company estimates the amount of variable consideration and reduces the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The expected value method is used to estimate expected returns and allowances based on historical experience. The most likely amount method is used to estimate customer rebates, which are offered retrospectively and typically defined in the master supply or distributor agreement.
Payment Terms
While the Company’s standard payment terms are net 30 days, the specific payment terms and conditions in its contracts with customers vary by type and location of the customer. Cash discounts may be offered to certain customers. The Company has payment terms in its contracts with customers of less than one year, and therefore, does not recognize the time value of money or any financing component of such contracts.
Warranties
The Company offers standard warranty coverage on substantially all products which provides the customer with assurance that the product will function as intended. This standard warranty coverage is accounted for as an assurance warranty and is not considered to be a separate performance obligation. The Company records a liability for product warranty obligations at the time of sale based on historical warranty experience that is included in cost of goods sold.
The Company also offers extended warranty coverage for certain products, which it accounts for as service warranties. In most cases, the extended service warranty is included in the sales price of the product and is not sold separately. The Company considers the extended service warranty to be a separate performance obligation and allocates a portion of the transaction price to the service warranty based on the estimated stand-alone selling price. At the time of sale, the extended warranty transaction price is recorded as deferred revenue on the consolidated balance sheets and is recognized on a straight-line basis over the life of the service warranty period. The deferred revenue is considered a contract liability as the Company has a right to payment at the time the product with the related extended service warranty is shipped or delivered and therefore, payment is received in advance of the Company’s performance.
Contract Balances
The balance of contract liabilities associated with service warranty performance obligations was $3,732 and $3,060 as of July 31, 2026 and 2025, respectively. This also represents the amount of unsatisfied performance obligations related to contracts that extend beyond one year. The current portion and non-current portion of contract liabilities are included in “Other current liabilities” and “Other liabilities,” respectively, on the accompanying consolidated balance sheets. During the year ended July 31, 2026, the Company recognized revenue of $1,592 that was included in the contract liability balance at the beginning of the period from the amortization of extended service warranties. Of the contract liability balance outstanding at July 31, 2026, the Company expects to recognize 40 % by the end of fiscal 2027, an additional 27 % by the end of fiscal 2028, and the remaining balance thereafter.
The Company records deferred revenue for payments received in advance for certain software and services. These amounts are classified as contract liabilities and recognized as revenue over the service period. The balance of contract liabilities related to software and services was $10,092 and $9,246 as of July 31, 2026 and 2025, respectively. The Company recognized revenue of $7,951 and $5,728 during the years ended July 31, 2026 and 2025, respectively, which was previously included in the beginning balance of deferred revenue as of July 31, 2025 and July 31, 2024. Of the contract liability balance outstanding at July 31, 2026, the Company expects to recognize 87 % by the end of fiscal 2027 and the remaining balance thereafter.
Costs of Obtaining a Contract
The Company expenses incremental direct costs of obtaining a contract (e.g., sales commissions) when incurred because the amortization period is generally twelve months or less. Contract costs are included in “Selling, general and administrative expense” on the consolidated statements of income.
49
Disaggregation of Revenue
The following is a summary of the Company’s revenue by geographic region within the reportable segments. See Note 10, “Segment Information” for information on the Company's reportable segments.
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Net sales: | ||||||||||||||||||||
| Americas & Asia: | ||||||||||||||||||||
| Americas | $ | $ | $ | |||||||||||||||||
| Asia | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Europe & Australia: | ||||||||||||||||||||
| Europe | ||||||||||||||||||||
| Australia | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Total Company | $ | $ | $ | |||||||||||||||||
The following is a summary of sales by product category for the years ended July 31, 2026, 2025 and 2024:
| Years Ended July 31, | |||||||||||||||||
| 2026 | 2025 | 2024 | |||||||||||||||
| Safety and Facility Identification | $ | $ | $ | ||||||||||||||
| Product Identification | |||||||||||||||||
| Wire Identification | |||||||||||||||||
| Healthcare Identification | |||||||||||||||||
| People Identification | |||||||||||||||||
| Total Company | $ | $ | $ | ||||||||||||||
During fiscal 2026, sales from Mecco were included in the product identification category.
During fiscal 2025, sales from Gravotech, AB&R and Microfluidic Solutions were included in the product identification category.
During fiscal 2024, the Company divested operations related to the safety and facility identification product line.
10. Segment Information
The Company is organized and managed within two regions: Americas & Asia and Europe & Australia, which are the reportable segments. The Company’s Chief Executive Officer (“CEO”), who is also the Company’s Chief Operating Decision Maker (“CODM”), uses segment profit in measuring segment performance, allocating resources, evaluating performance in periodic reviews, and during the development of the annual budget and the regular forecasting process. The CODM considers budget-to-actual variances on a quarterly basis, as well as segment-specific forecasting, when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses the segment's net sales in measuring segment performance.
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The following is a summary of segment information as of and for the years ended July 31, 2026, 2025 and 2024:
| 2026 | 2025 | 2024 | |||||||||||||||
| Americas & Asia | |||||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Research and development | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Segment profit | $ | $ | $ | ||||||||||||||
| Europe & Australia | |||||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||
| Segment expenses: | |||||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Research and development | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Segment profit | $ | $ | $ | ||||||||||||||
| Total profit from reportable segments | $ | $ | $ | ||||||||||||||
| Reconciliation to income before income taxes | |||||||||||||||||
| Total profit from reportable segments | $ | $ | $ | ||||||||||||||
| Unallocated costs: | |||||||||||||||||
Administrative costs (1) | ( | ( | ( | ||||||||||||||
| Investment and other income | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Income before income taxes | $ | $ | $ | ||||||||||||||
| Other Segment Information | |||||||||||||||||
| Depreciation & amortization: | |||||||||||||||||
| Americas & Asia | $ | $ | $ | ||||||||||||||
| Europe & Australia | |||||||||||||||||
| Total Company | $ | $ | $ | ||||||||||||||
| Assets: | |||||||||||||||||
| Americas & Asia | $ | $ | $ | ||||||||||||||
| Europe & Australia | |||||||||||||||||
| Corporate | |||||||||||||||||
| Total Company | $ | $ | $ | ||||||||||||||
| Expenditures for property, plant & equipment: | |||||||||||||||||
| Americas & Asia | $ | $ | $ | ||||||||||||||
| Europe & Australia | |||||||||||||||||
| Total Company | $ | $ | $ | ||||||||||||||
(1)Unallocated administrative costs consist of corporate administrative expenses including finance, information technology, human resources and other administrative expenses as well as costs incurred related to the acquisition of the PSS business for the year ended July 31, 2026.
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The following is a summary of sales and long-lived assets by geographic region for the years ended July 31, 2026, 2025 and 2024:
| Revenues* Years Ended July 31, | Long-Lived Assets** As of July 31, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2024 | 2026 | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| Geographic information: | ||||||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Eliminations | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Consolidated total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| * Revenues are attributed based on country of origin. | ||||||||||||||||||||||||||||||||||||||
| ** Long-lived assets consist of property, plant and equipment, goodwill, other intangible assets, and operating lease assets. | ||||||||||||||||||||||||||||||||||||||
11. Income Taxes
Income before income taxes consists of the following:
| Years Ended July 31, | ||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||
| United States | $ | $ | $ | |||||||||||||||||
| Other Nations | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
Income tax expense consists of the following:
| Years Ended July 31, | ||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Current income tax expense: | ||||||||||||||||||||
| United States | $ | $ | $ | |||||||||||||||||
| Other Nations | ||||||||||||||||||||
| States (U.S.) | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Deferred income tax expense (benefit): | ||||||||||||||||||||
| United States | $ | $ | ( | $ | ( | |||||||||||||||
| Other Nations | ( | ( | ( | |||||||||||||||||
| States (U.S.) | ( | ( | ||||||||||||||||||
| $ | $ | ( | $ | ( | ||||||||||||||||
| Total income tax expense | $ | $ | $ | |||||||||||||||||
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The tax effects of temporary differences are as follows as of July 31, 2026 and 2025:
| 2026 | 2025 | ||||||||||
| Deferred tax assets: | |||||||||||
| Inventories | $ | $ | |||||||||
| Employee compensation and benefits | |||||||||||
| Accounts receivable | |||||||||||
| Fixed assets | |||||||||||
| Capitalized R&D expenditures | |||||||||||
| Deferred and equity-based compensation | |||||||||||
| Postretirement benefits | |||||||||||
| Tax credit and net operating loss carry-forwards | |||||||||||
| Other, net | |||||||||||
| Valuation allowances | ( | ( | |||||||||
| Total | $ | $ | |||||||||
| 2026 | 2025 | ||||||||||
| Deferred tax liabilities: | |||||||||||
| Fixed assets | $ | $ | |||||||||
| Intangible assets | |||||||||||
| Other, net | |||||||||||
| Total | $ | $ | |||||||||
Tax credit carry-forwards as of July 31, 2026 consist of the following:
•Foreign net operating loss carry-forwards of $205,127 , of which $178,747 have no expiration date and the remainder of which expire from fiscal 2027 to fiscal 2036 .
•State net operating loss carry-forwards of $22,423 , all of which expire in fiscal 2032 .
•Foreign tax credit carry-forwards of $19,810 , which expire from fiscal 2027 to fiscal 2036 .
•State credit carry-forwards of $14,466 , which expire from fiscal 2027 to fiscal 2041 .
53
Rate Reconciliation
A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate for the years ended July 31, 2026 , 2025, and 2024 are as follows:
| 2026 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||||||||||||||||
| U.S. federal statutory tax rate | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||
| United States: | ||||||||||||||||||||||||||||||||||||||
State and local income taxes (1) | % | % | % | |||||||||||||||||||||||||||||||||||
| Federal: | ||||||||||||||||||||||||||||||||||||||
Effect of cross-border tax laws | % | % | ( | ( | % | |||||||||||||||||||||||||||||||||
| Tax Credits | ||||||||||||||||||||||||||||||||||||||
Research and development credit | ( | ( | % | ( | ( | % | ( | ( | % | |||||||||||||||||||||||||||||
| Changes in valuation allowances | % | % | % | |||||||||||||||||||||||||||||||||||
| Nontaxable or nondeductible items | ||||||||||||||||||||||||||||||||||||||
Loss on sale of business (2) | % | % | ( | ( | % | |||||||||||||||||||||||||||||||||
Other | % | % | ( | ( | % | |||||||||||||||||||||||||||||||||
| Other adjustments | ( | ( | % | ( | % | ( | ( | % | ||||||||||||||||||||||||||||||
| Foreign jurisdictions: | ||||||||||||||||||||||||||||||||||||||
| Mexico | ||||||||||||||||||||||||||||||||||||||
Foreign rate difference | % | % | % | |||||||||||||||||||||||||||||||||||
Foreign permanent items | ( | ( | % | ( | ( | % | ( | ( | % | |||||||||||||||||||||||||||||
| Other foreign jurisdictions tax effects | % | % | % | |||||||||||||||||||||||||||||||||||
| Changes in unrecognized tax benefits | ( | ( | % | ( | ( | % | % | |||||||||||||||||||||||||||||||
| Income tax rate | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||
(1)The following states make up the majority (greater than 50%) of the tax effect for the respective fiscal year as follows:
2026: California, Texas, Pennsylvania, and Illinois
2025: Illinois, New Jersey, Florida, and Pennsylvania
2024: New Jersey, Illinois, Pennsylvania, and Indiana
(2)The loss on sale of business relates to a non-core business divested in fiscal 2024.
A summary of income taxes paid (net of refunds) by jurisdiction for the years July 31, 2026 , 2025, and 2024 are as follows:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Federal | $ | $ | $ | |||||||||||||||||
| State | ||||||||||||||||||||
| Foreign | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
54
Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions for the July 31, 2026 , 2025, and 2024:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Foreign | ||||||||||||||||||||
| Mexico | $ | * | * | |||||||||||||||||
| France | ||||||||||||||||||||
| Singapore | * | * | ||||||||||||||||||
| China | * | * | ||||||||||||||||||
| Canada | * | * | ||||||||||||||||||
| Germany | * | * | ||||||||||||||||||
| Netherlands | * | * | ||||||||||||||||||
*Jurisdiction below the threshold for the period presented
Uncertain Tax Positions
The Company follows the guidance in ASC 740, “Income Taxes” regarding uncertain tax positions. The guidance requires application of a more-likely-than-not threshold to the recognition and de-recognition of income tax positions. A reconciliation of unrecognized tax benefits (excluding interest and penalties) is as follows:
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | |||||||||||||||||
| Additions based on tax positions related to the current year | ||||||||||||||||||||
Additions for tax positions of prior years (1) | ||||||||||||||||||||
| Reductions for tax positions of prior years | ( | ( | ( | |||||||||||||||||
| Lapse of statute of limitations | ( | ( | ( | |||||||||||||||||
| Settlements with tax authorities | ( | ( | ||||||||||||||||||
| Cumulative translation adjustments and other | ( | ( | ||||||||||||||||||
Balance at end of period (2) | $ | $ | $ | |||||||||||||||||
(1)Includes acquisitions.
(2)Of the $19,544 of unrecognized tax benefits as of July 31, 2026 , $15,951 , if recognized, would affect the Company’s income tax rate.
The following table summarizes the classification of the reserve for uncertain tax positions, excluding interest and penalties, within the accompanying consolidated balance sheets as of July 31, 2026 and 2025, respectively:
| 2026 | 2025 | ||||||||||
| Reserve classified in “Other liabilities” | $ | $ | |||||||||
| Reserve classified as a reduction of long-term deferred income tax assets | |||||||||||
| Reserve for uncertain tax positions | $ | $ | |||||||||
Interest expense is recognized on the amount of potentially underpaid taxes associated with the Company's tax positions, beginning in the first period in which interest starts accruing under the respective tax law and continuing until the tax positions are settled. Interest expense and penalties are recorded as a component of “Income tax expense” in the consolidated statements of income. The following table summarizes the amount of recognized interest expense and benefits related to penalties on the reserve, net of reversals due to reduction for tax positions of prior years, statute of limitations, and settlements, for uncertain tax positions during the years ended July 31, 2026 , 2025, and 2024.
| 2026 | 2025 | 2024 | ||||||||||||||||||
| Interest (benefit) expense | $ | ( | $ | $ | ||||||||||||||||
| (Benefit) expense related to penalties | ( | ( | ||||||||||||||||||
55
The following table summarizes the amounts accrued for interest and penalties on unrecognized tax benefits as of July 31, 2026 and 2025.
| 2026 | 2025 | ||||||||||
| Accrued interest | $ | $ | |||||||||
Accrued penalties (1) | |||||||||||
(1) Penalties are accrued if the tax position does not meet the minimum statutory threshold to avoid the payment of a penalty.
During the year ended July 31, 2026 , the Company recognized $6,137 of tax benefits (including interest and penalties) associated with the lapse of statutes of limitations.
The Company and its subsidiaries file income tax returns in the U.S., various states, and foreign jurisdictions. The following table summarizes the open tax years for the Company's major jurisdictions:
| Jurisdiction | Open Tax Years | |||||||
| United States — Federal | F’23 — F’26 | |||||||
12. Net Income per Common Share
Reconciliations of the numerator and denominator of the basic and diluted per share computations for the Company’s Class A and Class B common stock are summarized as follows:
| Years ended July 31, | |||||||||||||||||
| 2026 | 2025 | 2024 | |||||||||||||||
| Numerator (in thousands): | |||||||||||||||||
| Net Income (Numerator for basic and diluted income per Class A Nonvoting Common Share) | $ | $ | $ | ||||||||||||||
| Less: | |||||||||||||||||
| Preferential dividends | ( | ( | ( | ||||||||||||||
| Preferential dividends on dilutive stock options | ( | ( | ( | ||||||||||||||
| Numerator for basic and diluted income per Class B Voting Common Share | $ | $ | $ | ||||||||||||||
| Denominator (in thousands): | |||||||||||||||||
| Denominator for basic income per share for both Class A and Class B | |||||||||||||||||
| Plus: Effect of dilutive equity awards | |||||||||||||||||
| Denominator for diluted income per share for both Class A and Class B | |||||||||||||||||
| Net income per Class A Nonvoting Common Share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
| Net income per Class B Voting Common Share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
Potentially dilutive securities attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted earnings per share where the combined exercise price and average unamortized fair value were greater than the average market price of Brady's Class A Nonvoting Common Stock because the effect would have been anti-dilutive. The amount of anti-dilutive shares were 4,617 , 4,319 , and 113,641 for the years ended July 31, 2026 , 2025, and 2024, respectively.
13. Fair Value Measurements
In accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified into the following hierarchy:
56
Level 1 — Unadjusted quoted prices in active markets for identical instruments that are accessible as of the reporting date.
Level 2 — Other significant pricing inputs that are either directly or indirectly observable.
Level 3 — Significant unobservable pricing inputs, which result in the use of management's own assumptions.
The following table summarizes the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis at July 31, 2026 and July 31, 2025, according to the valuation techniques the Company used to determine their fair values.
| July 31, 2026 | July 31, 2025 | Fair Value Hierarchy | |||||||||||||||
| Assets: | |||||||||||||||||
| Deferred compensation plan assets | $ | $ | Level 1 | ||||||||||||||
| Liabilities: | |||||||||||||||||
| Foreign exchange contracts | $ | $ | Level 2 | ||||||||||||||
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Deferred compensation plan assets: The Company’s deferred compensation investments consist of investments in mutual funds, which are included in “Other assets” on the accompanying consolidated balance sheets. These investments were classified as Level 1 as the shares of these investments trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis.
Foreign exchange contracts: The Company’s foreign exchange contracts were classified as Level 2 as the fair value was based on the present value of the future cash flows using external models that use observable inputs, such as interest rates, yield curves and foreign exchange rates. See Note 14, “Derivatives and Hedging Activities,” for additional information.
There have been no transfers of assets or liabilities between the fair value hierarchy levels, outlined above, during the years ended July 31, 2026 and July 31, 2025.
See Note 6 for information regarding the fair value of the Company's long-term debt.
14. Derivatives and Hedging Activities
The Company utilizes forward foreign exchange currency contracts to reduce the exchange rate risk of specific foreign currency denominated transactions. These contracts typically require the exchange of a foreign currency for U.S. dollars at a fixed rate at a future date, with maturities of less than 18 months, which qualify as cash flow hedges or net investment hedges under the accounting guidance for derivative instruments and hedging activities. The primary objective of the Company’s foreign currency exchange risk management program is to minimize the impact of currency movements due to transactions in other than the respective subsidiaries’ functional currency and to minimize the impact of currency movements on the Company’s net investment denominated in a currency other than the U.S. dollar. To achieve this objective, the Company hedges a portion of known exposures using forward foreign exchange contracts.
Main foreign currency exposures are related to transactions denominated in the British Pound, Euro, Canadian dollar, Australian dollar, Mexican Peso, Chinese Yuan, Malaysian Ringgit and Singapore dollar. Generally, these risk management transactions will involve the use of foreign currency derivatives to minimize the impact of currency movements on non-functional currency transactions.
The U.S. dollar equivalent notional amounts of outstanding forward exchange contracts were as follows as of July 31, 2026 and 2025:
| July 31, 2025 | |||||||||||
| Designated as cash flow hedges | $ | $ | |||||||||
| Non-designated hedges | |||||||||||
| Total foreign exchange contracts | $ | $ | |||||||||
57
Cash Flow Hedges
The Company has designated a portion of its forward foreign exchange contracts as cash flow hedges and recorded these contracts at fair value on the accompanying consolidated balance sheets. For these instruments, the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified into income in the same period or periods during which the hedged transaction affects income. At July 31, 2026 and 2025, unrealized gains of $745 and unrealized losses $493 have been included in AOCI, respectively.
Net Investment Hedges
The Company has designated certain third party foreign currency denominated debt borrowed under its credit agreement as net investment hedges. These debt obligations, denominated in Euros and British Pounds, were designated as net investment hedges to hedge portions of the Company's net investment in its European operations. The Company’s foreign currency denominated debt obligations are valued under a market approach using publicized spot prices, and the net gains or losses attributable to the changes in spot prices are recorded as cumulative translation within AOCI and are included in the foreign currency translation adjustments section of the consolidated statements of comprehensive income. As of July 31, 2026 and July 31, 2025, the cumulative balance recognized in accumulated other comprehensive income were losses of $3,105 and $2,753 , respectively, on any outstanding foreign currency denominated debt obligations.
The following table summarizes the amount of pre-tax gains and losses related to derivatives designated as hedging instruments:
| July 31, 2025 | July 31, 2024 | |||||||||||||||||||
| Gains (losses) recognized in OCI: | ||||||||||||||||||||
| Forward exchange contracts (cash flow hedges) | $ | $ | ( | $ | ||||||||||||||||
| Foreign currency denominated debt (net investment hedges) | ( | ( | ||||||||||||||||||
| Gains (losses) reclassified from OCI into cost of goods sold: | ||||||||||||||||||||
| Forward exchange contracts (cash flow hedges) | ( | |||||||||||||||||||
Fair values of derivative and hedging instruments in the accompanying consolidated balance sheets were as follows:
| July 31, 2025 | |||||||||||||||||||||||||||||||||||
| Prepaid expenses and other current assets | Other current liabilities | Long-term obligations | Prepaid expenses and other current assets | Other current liabilities | Long-term obligations | ||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Foreign exchange contracts (cash flow hedges) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Foreign currency denominated debt (net investment hedges) | |||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||||||||||
| Foreign exchange contracts (non-designated hedges) | |||||||||||||||||||||||||||||||||||
| Total derivative instruments | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
58
15. Acquisitions
On August 4, 2025 , the Company acquired all of the membership interest of Mecco for $18,919 , net of cash acquired. The purchase price includes a cash payment of $17,416 and a holdback liability of $1,503 . Based in Pittsburgh, Pennsylvania, Mecco specializes in industrial product marking and identification systems designed for a variety of applications and industries. The acquisition of Mecco complements the Company’s existing offering of direct part marking solutions and advances the Company’s strategy to provide customers with a variety of end-to-end direct part marking and specialty identification products. The acquisition was funded through cash on hand. The purchase price allocation was finalized in the fourth quarter of the year ended July 31, 2026 . The purchase price allocation included goodwill of $3,165 , intangible assets of $14,040 , and net tangible assets of $1,714 . The goodwill for this acquisition is assigned to the Americas & Asia segment and is deductible for tax purposes. The accompanying consolidated financial statements include the results of Mecco from the date of acquisition through July 31, 2026. Pro forma and other financial information are not presented for the Mecco acquisition because its impact on the Company’s results of operations and financial position is immaterial.
Fiscal 2025
On August 1, 2024 , the Company acquired all of the outstanding shares of Gravotech . Headquartered in Lyon, France, Gravotech is a leader in the design, manufacture and distribution of innovative solutions for specialized engraving, marking and cutting, offering laser, mechanical engraving, scribing and dot peen capabilities across multiple industries. The acquisition of Gravotech expands the Company’s identification product offerings and research and development capabilities to include specialized direct part marking and engraving expertise. The acquisition was funded through cash on hand and borrowings under the Company’s previous credit agreement. Net sales and net loss attributable to Gravotech from the acquisition date through July 31, 2025 were $113,919 and $15,375 , respectively. The net loss attributable to Gravotech was due to a non-recurring increase in cost of goods sold related to the fair value adjustment to inventory upon acquisition and amortization expense for intangible assets. The purchase price allocation was finalized in the fourth quarter of the year ended July 31, 2025. Measurement period adjustments did not have a material impact on the Company’s consolidated statements of income.
The purchase price allocation included goodwill of $66,178 of which $46,951 was assigned to the Americas & Asia segment and $19,227 was assigned to the Europe & Australia segment. The goodwill for this acquisition is not deductible for tax purposes.
The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of the acquisition:
| Cash and cash equivalents | $ | ||||
| Accounts receivable, net | |||||
| Inventories | |||||
| Prepaid expenses and other current assets | |||||
| Property, plant and equipment — net | |||||
| Goodwill | |||||
| Other intangible assets | |||||
| Operating lease assets | |||||
| Other assets | |||||
| Accounts payable | ( | ||||
| Accrued compensation and benefits | ( | ||||
| Taxes, other than income taxes | ( | ||||
| Accrued income taxes | ( | ||||
| Other current liabilities | ( | ||||
| Operating lease liabilities | ( | ||||
| Other liabilities | ( | ||||
| Net assets acquired | $ | ||||
| Less: cash acquired | ( | ||||
| Fair value of total consideration | $ | ||||
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The following table presents the unaudited pro forma operating results of the Company for the year ended July 31, 2024, reflecting the acquisition of Gravotech as if it had occurred at the beginning of fiscal year 2024. Unaudited pro forma operating results are not presented for the years ended July 31, 2026 and 2025, as the financial impact of the acquisition is fully reflected in the accompanying consolidated financial statements. The unaudited pro forma operating results for the year ended July 31, 2024 include Gravotech’s normal operating results and pro forma adjustments to include cumulative expenses, net of tax, for the non-recurring fair value adjustment to inventory, amortization expense for acquired intangible assets and interest expense on acquisition-related debt. The unaudited pro forma operating results for the year ended July 31, 2024 are presented for comparative purposes only and do not necessarily reflect future operating results or those that would have occurred had the acquisition been completed at the beginning of fiscal year 2024.
| Year ended July 31, 2024 | |||||
| Net sales, pro forma | $ | ||||
| Net income, pro forma | |||||
On October 1, 2024 , the Company acquired all of the outstanding shares of AB&R for $14,827 , net of cash acquired. Based in Phoenix, Arizona, AB&R provides integrated solutions for asset tracking, inventory management, and workflow optimization using advanced identification and tracking technologies, including barcoding, radio frequency identification (“RFID”) and Internet of Things (“IoT”)-based systems. The acquisition was funded through cash on hand and borrowings under the Company’s previous credit agreement. The purchase price allocation was finalized in the fourth quarter of the year ended July 31, 2025. The purchase price allocation included goodwill of $10,079 4,600 , and net tangible assets of $148 . The goodwill for this acquisition is assigned to the Americas & Asia segment and is deductible for tax purposes.
On April 1, 2025 , the Company acquired certain assets and liabilities representing the Microfluidic Solutions business unit of Funai Electric Co., Ltd. , for $10,731 . Headquartered in Lexington, Kentucky, with a manufacturing facility in Cebu, Philippines, Microfluidic Solutions specializes in the research, development and manufacturing of advanced inkjet microfluidic technologies. The acquisition was funded through cash on hand and borrowings under the Company’s previous credit agreement. The purchase price allocation was finalized in the fourth quarter of the year ended July 31, 2025. The purchase price allocation included property, plant and equipment of $13,315 , inventories of $3,028 , accounts payable of $1,111 , and other liabilities of $3,903 .
The accompanying consolidated financial statements include the results of AB&R and Microfluidic Solutions since the date of acquisition. Pro forma and other financial information are not presented for AB&R or Microfluidic Solutions because their impact on the Company’s results of operations and financial position is immaterial.
16. Contingencies
In the normal course of business, the Company is subject to a variety of investigations, claims, suits, and other legal proceedings, including but not limited to, intellectual property, employment, unclaimed property, tort, and breach of contract matters. Any legal proceedings are subject to inherent uncertainties, and these matters and their potential effects may change in the future. The Company records a liability for contingencies when a loss is deemed to be probable and the loss can be reasonably estimated. The Company currently believes that the outcomes of such proceedings will not have a material adverse impact on its business, financial position, results of operations or cash flows.
17. Subsequent Events
On August 3, 2026 , the Company completed the acquisition of the PSS business through the purchase of all related equity interests. The acquisition includes PSS’s global manufacturing operations for integrated mobile computing, scanning, and printing, supported by its software solutions and service operations. The cash purchase price was $1.4 billion, subject to customary post-closing adjustments. The acquisition was funded through a combination of cash on hand, $800 million of borrowings under the Company’s $1.0 billion credit agreement, and proceeds from the $800 million private placement of senior notes described below. The excess proceeds were designated for general corporate purposes.
As of the issuance date of these consolidated financial statements, the initial accounting for the acquisition for the PSS business was incomplete. Due to the proximity of the acquisition date to the issuance date of these consolidated financial statements, the Company has not completed the valuation of the assets acquired and liabilities assumed and is therefore unable to disclose the preliminary purchase price allocation, including the amounts assigned to the major classes of assets acquired, liabilities assumed, goodwill, or the supplemental unaudited pro forma information. The financial results of the PSS business
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will be integrated into the Company’s consolidated financial statements starting from August 3, 2026 and will be included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2026.
On August 3, 2026, the Company completed a private placement of $250 million aggregate principal amount of 5.43 % Senior Notes, Series A, due August 3, 2031 (the “Series A Notes”), $300 million aggregate principal amount of 5.65 % Senior Notes, Series B, due August 3, 2033 (the “Series B Notes”), and $250 million aggregate principal amount of 5.90 % Senior Notes, Series C, due August 3, 2036 (the “Series C Notes”) and, together with the Series A Notes and the Series B Notes, the “Senior Notes”), in each case pursuant to a Note Purchase Agreement with the purchasers party thereto. The Senior Notes are senior unsecured obligations of the Company and are guaranteed by certain of the Company’s wholly-owned domestic subsidiaries. A portion of the proceeds of the Senior Notes were used to finance the PSS acquisition and related fees and expenses, with the remaining proceeds available for general corporate purposes.
On September 2, 2026 , the Company announced an increase in the annual dividend to shareholders of the Company’s Class A Common Stock, from $0.98 to $1.00 per share. A quarterly dividend of $0.25 will be paid on October 30, 2026 , to shareholders of record at the close of business on October 9, 2026 . This dividend represents an increase of 2.0 % and is the 41st consecutive annual increase in dividends.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures:
Brady Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports the Company files under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and its Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report.
Management’s Report on Internal Control Over Financial Reporting:
The management of Brady Corporation and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
With the participation of the President and Chief Executive Officer and Chief Financial Officer and Treasurer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2026, based on the framework and criteria established in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management concluded that, as of July 31, 2026, the Company’s internal control over financial reporting is effective based on those criteria.
Because of the inherent limitations of internal control over financial reporting, misstatements may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s internal control over financial reporting, as of July 31, 2026, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
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Changes in Internal Control Over Financial Reporting:
There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Brady Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Brady Corporation and subsidiaries (the “Company”) as of July 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended July 31, 2026, of the Company and our report dated September 3, 2026 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
September 3, 2026
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Item 9B. Other Information
During the three months ended July 31, 2026 , no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
| Name | Age | Title | ||||||||||||
| Vineet Nargolwala | 54 | President, CEO and Director | ||||||||||||
| Ann E. Thornton | 44 | CFO, CAO and Treasurer | ||||||||||||
| Olivier Bojarski | 47 | President – Americas & Asia | ||||||||||||
| Thomas F. DeBruine | 59 | Chief Operating Officer | ||||||||||||
| Andrew T. Gorman | 46 | General Counsel and Secretary | ||||||||||||
| Brett Wilms | 52 | President – EMEA & Australia | ||||||||||||
| Patrick W. Allender | 79 | Director | ||||||||||||
| David S. Bem | 57 | Director | ||||||||||||
| Elizabeth P. Bruno | 59 | Director | ||||||||||||
| Joanne Collins Smee | 69 | Director | ||||||||||||
| Bradley C. Richardson | 68 | Director | ||||||||||||
| Michelle E. Williams | 65 | Director | ||||||||||||
Vineet Nargolwala – Mr. Nargolwala was appointed President and CEO on June 8, 2026. Prior to Mr. Nargolwala’s appointment to the Company’s President and CEO, he was elected to the Board of Directors in 2022 and served as a member of the Management Development and Compensation and Technology Committees. Mr. Nargolwala served as President, Chief Executive Officer and Director of Allegro MicroSystems, Inc. from June 2022 to February 2025. Prior to joining Allegro, Mr. Nargolwala was with Sensata Technologies from 2013 to 2022, most recently serving as the Executive Vice President, Sensing Solutions, from March 2020 to June 2022. Before joining Sensata, he was with Honeywell International, Inc., in business strategy and leadership roles of increasing responsibility. Mr. Nargolwala has a bachelor’s degree in electrical engineering from Maharaja Sayajirao University, a master of science in electrical engineering from the University of Texas-Arlington and a master in business administration from Cornell University.
Ann E. Thornton – Ms. Thornton joined the Company in 2009 and was named Chief Financial Officer and Treasurer in April 2023 after serving as Brady’s Chief Accounting Officer since 2016 and Corporate Controller and Director of Investor Relations since 2015. She held the positions of Corporate Accounting Supervisor, Corporate Accounting Manager, External Reporting Manager, Corporate Finance Manager and Director of Global Accounting from 2009 to 2014. Prior to joining the Company, Ms. Thornton was an auditor with PricewaterhouseCoopers from 2005 to 2009. She has a bachelor's degree in business administration and a master of accountancy degree from the University of Wisconsin - Madison and is a certified public accountant.
Olivier Bojarski – Mr. Bojarski joined the Company in August 2022 as President – Identification Solutions, before assuming the role of President – Americas & Asia in February 2023. From 2016 to 2022, Mr. Bojarski held several positions of increasing responsibility at Belden Incorporated and served as Executive Vice President, Broadband and 5G from 2019 to 2022. Before joining Belden, Mr. Bojarski was General Manager of a business unit within the electrification division of ABB Ltd. Prior to joining ABB, Mr. Bojarski held a number of positions of increasing responsibility at Panduit Corporation. He holds a bachelor’s degree in electrical engineering from the Georgia Institute of Technology and a master’s degree in business administration from Georgia State University.
Thomas F. DeBruine - Mr. DeBruine joined the Company in November 2000 and was named Chief Operating Officer in June 2024 after serving as Vice President, Global Operations since 2022 and Director of Operations - Americas since 2016. Prior to 2016, Mr. DeBruine held local, regional and global roles in manufacturing, procurement and engineering within the Company. Prior to joining the Company, Mr. DeBruine held various operating leadership roles in automotive tier one supply
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and electric motor manufacturing industries. He holds a bachelor of science degree in industrial technology from the University of Wisconsin – Platteville.
Andrew T. Gorman – Mr. Gorman joined the Company as General Counsel and Corporate Secretary in April 2020. Prior to joining the Company, he was employed at AptarGroup, Inc., beginning in 2012. At AptarGroup, he served as Vice President, General Counsel, North America, Compliance Officer and Assistant Secretary. Before joining AptarGroup, he counseled corporate clients in private practice, including as an attorney at Mayer Brown, LLP in Chicago, where Mr. Gorman started his legal career. He holds a juris doctor from Loyola University Chicago School of Law, a master in professional accounting from The University of Texas at Austin, a bachelor of business administration from The University of Texas at Austin and is a certified public accountant.
Brett Wilms – Brett Wilms joined the Company in June 2018 as Managing Director of Identification Solutions EMEA. In October 2022, Mr. Wilms added responsibility as the Interim General Manager of the Workplace Safety business, before being appointed to the role of President – EMEA & Australia in February 2023. Prior to joining Brady, he was Managing Director of a business within Groupe Autajon, a French publicly-traded labels and packaging group with a primary focus on the pharmaceutical market. Before joining Groupe Autajon, Mr. Wilms was Vice President of Operations EMEA for Pentair, Inc. He holds a master’s degree in electrical engineering from the University of Brussels and a master’s degree in business administration from the University of Minnesota.
Patrick W. Allender – Mr. Allender was elected to the Board of Directors in 2007. He serves as a member of the Audit and Corporate Governance Committees. He served as Executive Vice President and CFO of Danaher Corporation from 1998 to 2005 and Executive Vice President from 2005 to 2007. He served as a director of Colfax Corporation from 2008 to 2022, when ESAB Corporation separated from Colfax Corporation. Mr. Allender previously served as a director of ESAB Corporation from 2022 to 2026. Mr. Allender previously served as a director of Diebold Nixdorf, Inc. from 2011 to 2020. He has a bachelor's degree in accounting from Loyola University Maryland and is a certified public accountant. Mr. Allender's strong background in finance and accounting, as well as his past experience as the CFO of a public company, provides the Board with financial expertise and insight.
David S. Bem, Ph.D – Dr. Bem was elected to the Board of Directors in 2019. He serves as a member of the Management Development and Compensation, Audit and Technology Committees. Dr. Bem is Vice President, Science and Technology and Chief Technology Officer of PPG. Prior to PPG, he spent 8 years at Dow Chemical Company in a number of research and development roles, most recently as Vice President, Research and Development Consumer Solutions and Infrastructure Solutions, and also worked in research and development roles at Celanese Corporation and UOP/Honeywell International, Inc. He has a bachelor’s degree in chemistry from West Virginia University and a doctorate in inorganic chemistry from the Massachusetts Institute of Technology. Dr. Bem’s extensive experience in technology and research and development provides the Board with important expertise in new product development and innovation.
Elizabeth P. Bruno, Ph.D – Dr. Bruno was elected to the Board of Directors in 2003. She serves as the Chair of the Corporate Governance Committee and is a member of the Management Development and Compensation, Return of Capital, and Technology Committees. Dr. Bruno is the President of the Brady Education Foundation. Dr. Bruno has a bachelor’s degree in psychology from the University of Rochester, a master of child clinical psychology degree from the University of North Carolina Chapel Hill and a doctorate in developmental psychology from the University of North Carolina Chapel Hill. She is the granddaughter of William H. Brady, Jr., the founder of Brady Corporation. As a result of her substantial ownership stake in the Company, as well as her family's history with the Company, she is well positioned to understand, articulate and advocate for the rights and interests of the Company's shareholders.
Joanne Collins Smee – Ms. Collins Smee was elected to the Board of Directors in 2022. She serves as Chair of the Management Development and Compensation Committee, and is a member of the Corporate Governance Committee. Ms. Collins Smee was the Executive Vice President and President, Americas, for Xerox Corporation and had been in this role from June 2022 until her retirement in 2023. She was also an Executive Vice President of Xerox Holdings Corporation during that same period. Previously, she was Chief Commercial, SMB and Channels Officer for Xerox from February 2020 to June 2022. Ms. Collins Smee joined Xerox in September 2018 as Senior Vice President and Chief Commercial Officer. Before Xerox, she led Technology Transformation Services for the U.S. Federal Government and spent more than two decades at IBM in global executive roles spanning client sales and delivery of technical products and services. Ms. Collins Smee has a bachelor’s degree of arts from Boston College, a master of business administration degree from New York University and a master of arts degree from Columbia University. Ms. Collins Smee’s extensive experience in high-technology global business and strong leadership skills provide the Board with important expertise in product and services innovation.
Bradley C. Richardson – Mr. Richardson was elected to the Board of Directors in 2007 and became Chairman of the Board in May 2021. He serves as the Chair of the Board of Directors, Chair of the Audit Committee and is a member of the Corporate
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Governance, Management Development and Compensation, and Return of Capital Committees. He served as the Executive Vice President and CFO of Avient Corporation from 2013 through 2020. He previously served as the Executive Vice President and CFO of Diebold, Inc. and as Executive Vice President Corporate Strategy and CFO of Modine Manufacturing. Prior to Modine, he spent 21 years with BP Amoco serving in various financial and operational roles with assignments in the United States, Canada, South America and the United Kingdom. Mr. Richardson has served on the boards of Modine Manufacturing and Tronox, Inc. In 2023, Mr. Richardson was elected to the Board of Directors of Virco Mfg. Corporation. Mr. Richardson has a bachelor’s degree in finance and economics from Miami University and a master of business administration in accounting and finance from Indiana University. He brings to the Company extensive knowledge and global experience in the areas of operations, strategy, accounting, tax accounting and finance, which are areas of critical importance to the Company as a global company.
Michelle E. Williams, Ph.D – Dr. Williams was elected to the Board of Directors in 2019. She serves as the Chair of the Technology Committee and is a member of the Corporate Governance Committee. Dr. Williams served as Global Group President of Altuglas International, a subsidiary of Arkema S.A., through May 2021. Prior to joining Arkema in 2011, she spent 23 years with Rohm and Haas Company and Dow Chemical in manufacturing, commercial, strategy and general management positions. She was General Manager, Chemical Mechanical Polishing Technologies, and later, General Manager, Adhesives and Sealants. In 2023, Dr. Williams was elected to the Board of Directors of Cabot Corporation. She has a bachelor’s degree in chemistry from Pace University and a doctorate in physical chemistry from the University of Utah. Dr. Williams’ experience in commercial, technology and business leadership roles provides the Board with important expertise in innovation, new product development and operations.
All directors are elected to serve until their respective successors are elected at the next annual meeting of shareholders. Officers serve at the discretion of the Board of Directors. None of the Company’s directors or executive officers has any family relationship with any other director or executive officer.
Board Leadership Structure - The Board does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chair of the Board, as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Since September 2015, the Board’s leadership structure has included a non-executive Chair of the Board of Directors. Mr. Richardson, an independent director, currently serves in the position of non-executive Chair of the Board. The duties of the non-executive Chair include, among others: chairing meetings of the Board and executive sessions of the non-management directors; meeting periodically with the Chief Executive Officer and consulting as necessary with management on issues facing the Company; facilitating effective communication among the Chief Executive Officer and all members of the Board; and overseeing the Board's shareholder communication policies and procedures.
The Board believes that its current leadership structure enhances the Board’s oversight of, and independence from, Company management; the ability of the Board to carry out its roles and responsibilities on behalf of the Company’s shareholders; and the Company’s overall corporate governance.
Risk Oversight - The Board oversees the Company’s risk management processes directly and through its committees. In general, the Board oversees the management of risks inherent in the operation of the Company’s businesses, the implementation of its strategic plan, its acquisition and capital allocation program and its organizational structure. Each of the Board’s committees also oversees the management of Company risks that fall within the respective committee’s areas of responsibility. Specifically, cybersecurity is a critical part of risk management for the Company. The Audit Committee is aware of the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on the Company. The Company’s management is responsible for reporting significant risks to executive management as a part of the disclosure process. The significance of the risk is assessed by executive management and escalated to the respective Board committee or the Board of Directors as deemed appropriate. The Company reviews its risk assessment with the Audit Committee annually.
Audit Committee Financial Expert - The Board of Directors has determined that at least one Audit Committee financial expert is serving on its Audit Committee. Messrs. Allender, member of the Audit Committee and Richardson, Chair of the Audit Committee, are financial experts under the rules of the SEC and financially literate and independent under the rules of the NYSE.
Director Independence - A majority of the directors must meet the criteria for independence established by the Board in accordance with the rules of the NYSE. In determining the independence of a director, the Board must find that a director has no relationship that may interfere with the exercise of his or her independence from management and the Company. In undertaking this determination with respect to the Company’s directors other than Mr. Nargolwala, President and CEO, and Mr. Shaller (the Company’s former President and CEO), the Board considered the commercial relationships of the Company, if
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any, with those entities that have employed the Company’s directors. The commercial relationships, which involved the purchase and sale of products on customary terms, did not exceed the maximum amounts proscribed by the director independence rules of the NYSE. Furthermore, the compensation paid to the Company’s directors by their employers was not linked in any way to the commercial relationships their employers had with the Company. After consideration of these factors, the Board concluded that the commercial relationships were not material and did not prevent the Company’s directors from being considered independent. Based on application of the NYSE independence criteria, all directors, with the exception of Messrs. Nargolwala and Shaller, are deemed independent. All members of the Audit, Management Development and Compensation, and Corporate Governance Committees are deemed independent.
Meetings of Non-management Directors - The non-management directors of the Board regularly meet without any members of management present. The Chair of the Board, Mr. Richardson, is the presiding director at these sessions. In fiscal 2026, executive sessions were conducted at all regularly scheduled Board meetings. Interested parties can raise concerns to be addressed at these meetings by calling the confidential Brady hotline at 1-877-781-9309.
Audit Committee Members - The Audit Committee, which is a separately-designated standing committee of the Board of Directors, is composed of Messrs. Allender, Bem and Richardson (Chair). Each member of the Audit Committee has been determined by the Board to be independent under the rules of the SEC and NYSE.
Code of Ethics - The Company has a code of ethics. This code of ethics applies to all of the Company’s employees, officers and directors. The code of ethics can be viewed at the Company’s corporate website, www.bradyid.com, or may be obtained in print by any person, without charge, by contacting Brady Corporation, Investor Relations, P.O. Box 571, Milwaukee, WI 53201, or by contacting [email protected]. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics by placing such information on its website.
Insider Trading Policy - The Company’s Board of Directors has adopted an insider trading policy which governs the purchase, sale and other dispositions of our securities by the Company, directors, officers and employees, and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to us. Our insider trading policy has been filed as Exhibit 19 to this Annual Report on Form 10-K. We reserve the right to purchase securities outside of the scope of the insider trading policy subject to compliance with applicable laws.
Corporate Governance Guidelines - Brady’s Corporate Governance Principles, as well as the charters of the Audit, Corporate Governance and Management Development and Compensation Committees, are available on the Company's Corporate website, www.bradyid.com. Shareholders may request printed copies of these documents from Brady Corporation, Investor Relations, P.O. Box 571, Milwaukee, WI 53201 or by contacting [email protected].
Director Qualifications - Brady’s Corporate Governance Committee reviews the individual skills and characteristics of the directors, as well as the composition of the Board as a whole. This assessment includes a consideration of independence, age, skills, expertise, and industry backgrounds in the context of the needs of the Board and the Company. The Corporate Governance Committee seeks a broad range of perspectives and considers both the personal characteristics and experience of directors and prospective nominees to the Board so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s businesses. The Board does not discriminate on the basis of race, national origin, gender, religion, disability, or sexual orientation in selecting director candidates.
DELINQUENT SECTION 16(a) REPORTS
To the Company’s knowledge, based solely on a review of the Section 16(a) filings and written representations that no other reports were required, during the fiscal year ended July 31, 2026 , all Section 16(a) filing requirements were complied with applicable to the Company’s officers, directors and greater than 10 percent beneficial owners.
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Item 11. Executive Compensation
Compensation Discussion and Analysis
Overview
Our Compensation Discussion and Analysis describes the Company’s executive compensation pay-for-performance philosophy and practices, the elements of our executive compensation programs, and the compensation decisions the Management Development and Compensation Committee (the “Committee”) has made under those programs and the factors considered in making those decisions. The Compensation Discussion and Analysis also analyzes the total compensation of Brady’s Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer), and the three other most highly compensated executive officers that were serving as executive officers as of July 31, 2026. Brady’s former President, Chief Executive Officer and Director who retired from Brady effective June 8, 2026 is also included in this Compensation Discussion and Analysis due to his service as our principal executive officer for a portion of fiscal year 2026.
For fiscal 2026, the following named executive officers’ (the “NEOs”) compensation is disclosed and discussed in this section:
•Vineet Nargolwala, President and Chief Executive Officer (effective June 8, 2026) and Director;
•Ann E. Thornton, Chief Financial Officer, Chief Accounting Officer and Treasurer;
•Olivier Bojarski, President - Americas & Asia;
•Thomas F. DeBruine, Chief Operating Officer; and
•Andrew T. Gorman, General Counsel and Secretary.
•Russell R. Shaller, Former President, Chief Executive Officer and Director (retired on June 8, 2026);
Retirement of Russell R. Shaller: Mr. Shaller retired as the Company’s President, Chief Executive Officer, effective June 8, 2026. In connection with his retirement, Mr. Shaller also resigned from his position on the Board of Directors of the Company as of June 8, 2026. Mr. Shaller remained employed by the Company until August 1, 2026, during which time he was available in a consultative position to assist with respect to the transition. The Company entered into a written agreement with Mr. Shaller in connection with his retirement that provided for payment of his salary and benefits through August 1, 2026, payment of 100% of his fiscal 2026 annual target cash bonus, and vesting of all of his outstanding performance restricted stock unit awards to the extent the performance goals in effect for such awards are achieved, with vesting to be provided on a full, unadjusted basis.
Appointment of Vineet Nargolwala: The Board of Directors appointed Vineet Nargolwala as President and Chief Executive Officer of the Company, effective June 8, 2026. Prior to June 8, Mr. Nargolwala served on the Company’s Board of Directors.
Executive Summary
Fiscal 2026 Business Highlights
Refer to Item 1 “General Development of Business” for a business overview and key initiatives during fiscal 2026. Highlights for fiscal 2026 include:
•Entered into an equity purchase agreement to acquire PSS. The combination of our portfolios reflects an industrial technology leader with capabilities across identification, safety, connectivity, and intelligent workflow solutions.
•Investments in R&D increased 17.7% to $94.0 million in fiscal 2026 compared to $79.9 million in fiscal 2025, demonstrating the Company’s continued focus on innovation.
•Net sales were $1,661.6 million in fiscal 2026 compared to $1,513.6 million in fiscal 2025, an increase of 9.8%. Organic sales increased 5.3%, acquisitions increased sales by 2.2% and foreign currency translation increased sales 2.3%.
Refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of fiscal 2026 results.
Fiscal 2026 Executive Summary
For fiscal 2026, the Board of Directors approved a 5.9% increase in base salary for Mr. Shaller (the Company’s former President and CEO). In addition, Mr. Shaller recommended and the Committee approved increases in base salary for Ms. Thornton and Messrs. Bojarski, DeBruine, and Gorman. All increases were made to recognize the performance, current scope of responsibilities and peer company data for each executive. On June 8, 2026, the Board of Directors appointed Vineet Nargolwala as President and Chief Executive Officer of the Company. As part of his appointment, the Board of Directors
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approved a $1,000,000 base salary for Mr. Nargolwala, as well as additional equity grants as described in the Summary Compensation Table.
The Company’s fiscal 2026 annual equity grants consisted of 50% time-based restricted stock units (“RSUs”) and 50% performance-based restricted stock units (“PRSUs”) to align executive compensation with the creation of long-term shareholder value. The RSUs vest equally over three years and are intended to facilitate retention and align with the creation of long-term shareholder value. The PRSUs reinforce the Company’s pay-for-performance philosophy because award payout increases and decreases based on Company performance. Specifically, the PRSU awards granted in fiscal 2026 will vest based on achievement of performance conditions relating to Company revenue and diluted earnings per share (“EPS”) targets as set forth in the below table:
| Performance Period | Weighting | |||||||||||||
| August 1, 2025 through July 31, 2026 | 25% | |||||||||||||
| August 1, 2026 through July 31, 2027 | 25% | |||||||||||||
| August 1, 2027 through July 31, 2028 | 25% | |||||||||||||
| August 1, 2025 through July 31, 2028 | 25% | |||||||||||||
Payout opportunities will range from 0% to 200% of the target award at the end of the three-year performance period.
Executive Compensation Practices
As part of the Company’s pay-for-performance philosophy, the Company’s compensation program includes several features that maintain alignment with shareholders:
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| Emphasis on Variable Compensation | A significant portion of each NEO’s total compensation opportunity is tied to Company performance, which is intended to drive shareholder value. | |||||||
| Ownership Requirements | The Company believes that the interests of shareholders and executives are aligned when executives are shareholders in possession of a meaningful amount of Company stock. Furthermore, stock ownership requirements encourage positive performance behaviors and discourage executive officers from taking excessive risk. In order to encourage our executive officers and directors to acquire and retain ownership of a significant number of shares of the Company’s stock, stock ownership requirements have been established and are equal to a specified multiple of the executive officer's base salary. Our NEOs are expected to obtain the required ownership levels within five years of becoming an executive officer. Refer to the heading “Stock Ownership Requirements” for further discussion of the stock ownership requirements established for each NEO and the actions that the Company may take when an executive is not in compliance with his or her respective stock ownership requirement. | |||||||
| Clawback Provisions | We maintain the Brady Corporation Incentive Recovery Policy, which requires the Company to recover the amount of erroneously awarded incentive-based compensation received by certain covered officers, including the NEOs, in the event of certain accounting restatements. The Incentive Recovery Policy satisfies NYSE listing requirements implementing SEC rules adopted under the Dodd-Frank Wall Street and Consumer Protection Act and applies to incentive-based compensation received on or after the effective date required by the listing requirements. The Incentive Recovery Policy is filed as Exhibit 97 to this Annual Report on Form 10-K and incorporated by reference. In addition to the Incentive Recovery Policy, there is a recoupment policy under which incentive compensation payments and/or awards may be recouped by the Company if such payments and/or awards were based on erroneous results. The recoupment policy applies to executive officers and other key executives who participate in any of the Company’s incentive plans and i) have engaged in intentional misconduct that results in a material inaccuracy in the Company’s financial statements, ii) have engaged in fraudulent or other willful and deliberate conduct that is detrimental to the Company or iii) there is a material, negative revision of a performance measure for which incentive compensation was paid or awarded. Under the recoupment policy, the Committee may take a variety of actions including, among others, seeking repayment of incentive compensation (cash and/or equity) that is greater than what would have been awarded if the compensation had been based on accurate results and the forfeiture of incentive compensation. As this policy suggests, the Committee believes that any incentive compensation should be based only on accurate and reliable financial and operational information, and, thus, any inappropriately paid incentive compensation should be returned to the Company for the benefit of shareholders. The Committee believes that this recoupment policy enhances the Company’s compensation risk mitigation efforts. | |||||||
| Performance Thresholds and Caps | Excessive risk-taking is mitigated by utilizing caps on incentive plan payouts, multiple performance metrics, and different performance metrics for our annual cash incentive program and PRSUs. Our cash incentive awards are determined based on financial results for organic revenue, income before income taxes, division organic revenue and division operating income, which aggregate to a maximum payout of 200% of target. Executive officers then receive a performance rating that results in a multiplier ranging from 0% to 150%, resulting in a maximum payout of 300% of target. We grant equity compensation to executive officers that promotes long-term financial and operating performance by delivering incremental value to the extent that our stock price increases over time. PRSUs incorporate Company performance relative to a benchmark over a three-year period and have a maximum payout of 200% of target. | |||||||
| Insider Trading and Anti-Hedging Policy | Our Insider Trading Policy prohibits executive officers from trading during certain periods each quarter until after we publicly disclose our financial and operating results. We may impose additional restricted trading periods at any time if we believe trading by executives would be inappropriate because of developments that are, or could be, material and which have not been publicly disclosed. The Insider Trading Policy also prohibits the pledging of Company stock as collateral for loans, holding Company securities in a margin account by officers, directors or employees, and the hedging of Company securities. | |||||||
| Annual Risk Reviews | The Company conducts an annual compensation-related risk review and presents findings and suggested risk mitigation actions to both the Audit and Management Development and Compensation Committees. | |||||||
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The Company’s compensation programs also maintain alignment with shareholders by not including certain features:
| No Excessive Change of Control Payments | The maximum cash severance benefit for Messrs. Nargolwala, Bojarski, DeBruine, Gorman and Shaller and Ms. Thornton is equal to two times their base salary and two times their target annual cash incentive in the year in which the termination occurs. In the event of a change of control, unexercised stock options become fully exercisable or, if canceled, each named executive officer shall be given cash or stock equal to the in-the-money value of the canceled stock options. In the event of a change of control, PRSUs and RSUs become fully vested at target. | |||||||
| No Reloads, Repricing, or Options Issued at a Discount | Stock options issued are not repriced, replaced, or regranted through cancellation or by lowering the option price of a previously granted option. | |||||||
| Policies and Practices Relating to the Timing of Equity Awards | We generally grant annual equity-based awards during the first quarter of our fiscal year based on the Committee’s approval of the awards, although such timing may change from year to year. The Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Committee. The Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. | |||||||
Compensation Philosophy and Objectives
We seek to align the interests of our executives with those of our shareholders by evaluating performance on the basis of key financial measurements that we believe closely correlate to long-term shareholder value. To this end, we have structured our compensation program to accomplish the following:
•Allow the Company to attract, retain, motivate, develop and reward talented executives;
•Deliver compensation plans that are both internally equitable when comparing similar roles and levels within the Company and externally competitive when comparing to the external market and the Company’s designated peer group;
•Maintain an appropriate balance between base salary and short-term and long-term incentive opportunities;
•Provide integrated compensation programs aligned to the Company’s annual and long-term financial goals and realized performance in order to reward the successful creation of long-term shareholder value;
•Recognize and reward individual initiative and achievement with the amount of compensation each executive receives reflective of the executive’s level of proficiency within his or her role and their level of sustained performance; and
•Institute a pay-for-performance philosophy where the level of rewards is aligned to Company performance results.
Determining Compensation
Management Development & Compensation Committee’s Role
The Committee is responsible for fulfilling the following responsibilities and duties:
•Review, approve and monitor the compensation of the Company’s CEO and executive officers
•Review and approve corporate goals and objectives relevant to the CEO and executive officers and evaluate CEO and executive officer performance in light of those goals and objectives
•Review and approve executive compensation, benefits, policies and strategies to support corporate objectives
•Oversee the development process for executives and review development plans of key executives
•Evaluate compensation programs, policies and practices for potential risk and to ensure they do not foster excessive risk taking
•Administer the Company’s equity incentive plans
•Consult with management regarding executive compensation
On an annual basis with respect to executive officers, the Committee approves base salary adjustments, long-term equity incentive awards, the annual cash incentives paid for the achievement of performance metrics in the prior fiscal year and the annual cash incentive performance targets for the upcoming fiscal year. In addition, the Committee annually reviews a summary of the elements of compensation for each executive officer in order to evaluate, among other items, how a potential change to an element of our compensation program would affect the respective executive officer’s overall compensation. When a new executive officer is hired, the Committee is involved in reviewing and approving base salary, annual incentive target, sign-on incentives, annual equity awards, and other aspects of the executive’s compensation.
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Consultant’s Role
The Committee has historically utilized the services of an executive compensation consulting firm to assist with the review and evaluation of compensation levels and policies on a periodic basis, as well as to provide advice with respect to new or modified compensation programs. In fiscal 2026, the Committee utilized the services of Pearl Meyer as their compensation consultant, which was determined to be independent by the Corporate Governance Committee. In fiscal 2026, the compensation consultant completed an analysis of the Company’s current compensation peer group, reviewed the Company’s short-term and long-term incentive framework relative to market trends and the Company’s strategy and objectives, completed a peer group review of CEO annual total compensation, presented to the Board of Directors any significant regulatory changes and executive compensation trends, and worked on ad hoc compensation-related requests from the Management Development & Compensation Committee throughout the year.
Management’s Role
To aid in determining compensation for fiscal 2026, management obtained compensation data on peer group executive officer compensation through a subscription with Equilar, Inc. and published survey data from various third parties. Our former CEO, Mr. Shaller, used this data to make recommendations to the Committee concerning compensation for each executive officer other than himself. Mr. Shaller made no recommendation with respect to his own compensation. In setting compensation for each executive officer, the Committee takes into consideration these recommendations, along with Company results during the fiscal year, the level of responsibility and demonstrated leadership capability, third-party market compensation data, and the results of annual performance reviews which, for our CEO, included a self-assessment and feedback from his direct reports and each member of the Board of Directors. The Committee also took into consideration the recommendations of Pearl Meyer with respect to compensation elements for the CEO. Mr. Shaller did not attend the portion of any meeting during which the Committee discussed matters related specifically to his compensation.
Elements of Compensation
Our total compensation program includes five elements: base salary, annual cash incentives, long-term equity incentives, employee benefits, and perquisites. We use these elements of compensation to attract, retain, motivate, develop and reward our executives.
Our compensation philosophy is to allocate a significant portion of total compensation to long-term compensation (equity incentive awards) in order to align the achievement of performance goals for our executives with shareholder interests. For fiscal 2026, equity incentive awards comprised 70% of Mr. Nargolwala’s annualized total target compensation in his role as President, Chief Executive Officer and Director of the Company. For our other NEOs, excluding Mr. Shaller, equity incentive awards comprised an average of 50% of their total target compensation.
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In general, we target each NEO’s total of base salary, annual cash incentive, and long-term equity incentive compensation elements to be at or near the market median (50th percentile) with an opportunity for above market median pay (generally up to the 75th percentile) if performance goals for annual and long-term incentives are achieved above target. Our compensation structure is balanced by the payment of below market median compensation to our NEOs when actual financial results or individual performance do not meet expected results. The following table describes the purpose of each compensation element and how that element is related to our pay-for-performance approach:
| Compensation Element | Purpose | Performance Alignment | ||||||||||||
| Base salary | A fixed level of income used to attract and retain executives by compensating for the primary functions and responsibilities of the position. | Base salary increase depends upon individual performance, job proficiency and market competitiveness. | ||||||||||||
| Annual cash incentive award | To attract, retain, motivate and reward executives for achieving or exceeding annual performance goals at total Company and division levels. | Financial performance and individual performance of each executive determines the amount of the respective executive’s annual cash incentive award. | ||||||||||||
| Annual long-term equity incentive awards: RSUs and PRSUs | To attract, retain, motivate and reward executives for the successful creation of long-term shareholder value. | An assessment of executive leadership, experience and expected future contribution, combined with market data, are used to determine the amount of equity granted to each executive. RSUs are intended to facilitate retention and to align executives with the creation of long-term shareholder value. PRSUs are intended to align executives with long-term financial goals and the creation of long-term shareholder value. | ||||||||||||
Benchmarking Total Compensation
The Committee uses peer group data to assess the reasonableness and competitiveness of several elements of compensation, including base salaries, annual cash incentives, and long-term equity awards of positions similar to those of our NEOs. The guiding principles of the Company’s peer group company selection process includes considerations for company size and scope, industry focus, operational scope, product and workforce. The following 20 companies were included in the fiscal 2026 total compensation analysis conducted using publicly available data:
| Albany International Corp. | Federal Signal Corporation | MSA Safety Incorporated | ||||||
| Allegion plc | Franklin Electric Co., Inc. | Nordson Corporation | ||||||
| Cimpress plc | Graco Inc. | ScanSource, Inc. | ||||||
| Cognex Corporation | Helios Technologies, Inc. | Tennant Company | ||||||
| Crane NXT, Co. | IDEX Corporation | TriMas Corporation | ||||||
| Enpro Inc. | Kadant Inc. | Watts Water Technologies, Inc. | ||||||
| ESCO Technologies Inc. | Methode Electronics, Inc. | |||||||
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Fiscal 2026 Named Executive Officer Compensation
Base Salaries
The table below reflects the base salary for each NEO in effect at the end of each fiscal year.
| Named Executive Officer | July 31, 2026 | July 31, 2025 | Percentage Change | |||||||||||||||||
Vineet Nargolwala (1) | $ | 1,000,000 | $ | — | — | % | ||||||||||||||
| Ann E. Thornton | 540,000 | 515,000 | 4.9 | % | ||||||||||||||||
| Olivier Bojarski | 510,000 | 490,000 | 4.1 | % | ||||||||||||||||
| Thomas F. DeBruine | 462,000 | 450,000 | 2.7 | % | ||||||||||||||||
| Andrew T. Gorman | 400,000 | 375,000 | 6.7 | % | ||||||||||||||||
Russell R. Shaller (2) | 1,085,000 | 1,025,000 | 5.9 | % | ||||||||||||||||
(1)In connection with his appointment to CEO, Mr. Nargolwala received a base salary of $1,000,000.
(2)Mr. Shaller retired as President, Chief Executive Officer and Director of the Company, effective June 8, 2026.
Annual Cash Incentive Awards
All executives participate in an annual cash incentive plan. The Company is organized and managed on a global basis within two segments: Americas & Asia and Europe & Australia. Annual cash incentive award payouts to Mr. Bojarski, President of Americas & Asia, are primarily based on segment performance. Payouts to the other NEOs are based on total company performance.
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Management and the Committee annually evaluate the performance metrics of the cash incentive award program, and concluded that the elements of the fiscal 2026 plan represent critical elements of the Company’s performance that when combined, are designed to result in sustainable long-term sales and profit growth. Set forth below is a description of the fiscal 2026 financial performance metrics for the annual cash incentive plan:
| Performance Metric | Definition | Weighting | NEO | |||||||||||||||||
| Total sales | Total sales is measured as total net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures. | 35% | Messrs. Nargolwala, DeBruine, Gorman, Shaller and Ms. Thornton | |||||||||||||||||
| Total income before income taxes | Total income before income taxes is defined as total net sales minus total expenses before deducting income tax expense calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation, current year acquisitions or divestitures, and other adjustments approved by the Committee. In fiscal 2026, other adjustments include facility closure and other reorganization costs. | 65% | Messrs. Nargolwala, DeBruine, Gorman, Shaller and Ms. Thornton | |||||||||||||||||
| Division sales | Division sales is measured as division net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures. | 25% | Mr. Bojarski | |||||||||||||||||
| Division operating income | Division operating income is measured as division net sales less cost of goods sold, selling expenses, research and development expenses, and administrative expenses calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation, current year acquisitions or divestitures, and other adjustments approved by the Committee. In fiscal 2026, other adjustments include facility closure and other reorganization costs. | 45% | Mr. Bojarski | |||||||||||||||||
| Total sales | Total sales is measured as total net sales calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures. | 10% | Mr. Bojarski | |||||||||||||||||
| Total income before income taxes | Total income before income taxes is defined as total net sales minus total expenses before deducting income tax expense calculated in accordance with U.S. GAAP, excluding the impact of foreign currency translation and any current year acquisitions or divestitures, current year acquisitions or divestitures, and other adjustments approved by the Committee. In fiscal 2026, other adjustments include facility closure and other reorganization costs. | 20% | Mr. Bojarski | |||||||||||||||||
The funding level of the fiscal 2026 annual cash incentive plan was determined based on the level of achievement of the annual sales and profit metrics described above compared to stated thresholds that were established at the beginning of the fiscal year. These thresholds are set forth in the tables below for each NEO. The annual cash incentive plan also includes a minimum profit threshold that must be exceeded in order for any cash incentive amount to be funded, regardless of the achievement of revenue. In addition, plan participants must be employed on the payment date to receive the payout of their annual incentive award.
Individual contribution is determined by assessing the level of achievement of each NEO’s individual annual goals combined with his or her ability to deliver on the competencies needed to achieve those goals. The competencies include items such as optimizing work processes through continuous improvement initiatives, building strong customer relationships and providing excellent customer service, creating innovative new product solutions, valuing different perspectives and developing our people. Individual annual goals and competencies are included in each NEO’s performance assessment to ensure they are focused on initiatives within their area of responsibility that will increase both sales and profitability and drive long-term shareholder value.
While our objective is to set goals that are quantitative and measurable, certain elements of the performance assessment may be subjective. Assessments and rating recommendations for all executive officers, except the CEO, are delivered to the Committee by the CEO in July. The CEO provides the Committee with a self-assessment of his own performance without a
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rating recommendation and the Committee conducts an annual review and evaluation process to determine the CEO's performance rating.
The Company’s rating system consists of five performance level ranges that are applied to the available annual cash incentive that is earned and payable based upon the NEO’s contribution to the fiscal year objectives and their individual annual goals: Unsatisfactory - 0%; Needs Improvement - 50%; Fully Meets Objectives - 75% to 110%; Exceeds Objectives - 95% to 125%; and Outstanding - 120% to 150%. The annual cash incentive target is calculated as a percentage of the NEO’s eligible compensation, which is defined as base salary paid during the fiscal year. The achievement of the financial performance metrics defined in the table above is applied to this target for each NEO, and their individual performance rating is then applied, resulting in the annual cash incentive award. The following sections detail this calculation for each NEO.
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Messrs. Nargolwala, DeBruine and Gorman and Ms. Thornton
The cash incentive payable to Mr. Nargolwala for the period that he served as CEO during fiscal 2026 and to Messrs. Shaller, DeBruine and Gorman and Ms. Thornton for all of fiscal 2026 was based on total sales and income before income taxes. For fiscal 2026, an annual cash incentive was funded for the achievement of total sales and income before income taxes. The multiplier for individual performance was applied to the two components to arrive at the final cash incentive award achieved.
The threshold, target, maximum and actual cash incentive award earned for Messrs. Nargolwala, Shaller, DeBruine and Gorman and Ms. Thornton were as follows:
| Fiscal 2026 Actual Results | ||||||||||||||||||||||||||||||||||||||
Performance Measure (weighting) | Threshold | Target | Maximum | Achievement ($) | Achievement (%) | |||||||||||||||||||||||||||||||||
| Sales (35%)(millions) | $1,505.5 | $1,584.8 | $1,652.1 or more | $1,611.2 | 139 | % | ||||||||||||||||||||||||||||||||
| Income Before Income Taxes (65%)(millions) | $251.3 | $279.4 | $301.9 or more | $298.9 | 187 | % | ||||||||||||||||||||||||||||||||
| Individual Performance Multiplier | 0 | % | 100 | % | 150 | % | Varies | |||||||||||||||||||||||||||||||
| Fiscal 2026 Annual Cash Incentive Award: | Threshold | Target | Maximum (% of Base Salary) | Actual Payout (% of Target) | Actual Payout (% of Base Salary) | Actual Payout ($) | ||||||||||||||||||||||||||||||||
V. Nargolwala(1) | 0 | % | 125 | % | 375 | % | 170 | % | 213 | % | $245,192 | |||||||||||||||||||||||||||
R.R. Shaller(2) | 0 | % | 120 | % | 360 | % | 170 | % | 204 | % | $2,189,862 | |||||||||||||||||||||||||||
| A.E. Thornton | 0 | % | 70 | % | 210 | % | 170 | % | 119 | % | $636,879 | |||||||||||||||||||||||||||
| T.F. DeBruine | 0 | % | 60 | % | 180 | % | 204 | % | 122 | % | $562,663 | |||||||||||||||||||||||||||
| A.T. Gorman | 0 | % | 60 | % | 180 | % | 221 | % | 133 | % | $524,025 | |||||||||||||||||||||||||||
(1)As noted above, Mr. Nargolwala was appointed President and Chief Executive Officer of the Company, effective June 8, 2026. This calculation is based upon salary paid to Mr. Nargolwala from June 8, 2026 to July 31, 2026.
(2)Mr. Shaller retired as President, Chief Executive Officer and Director of the Company, effective June 8, 2026. As provided in Mr. Shaller’s retirement agreement, he will be entitled to receive the annual cash bonus earned for the Company’s 2026 fiscal year, based on the level of achievement of the performance goals in effect for such bonus, subject to an individual performance multiplier of 100%.
Mr. Nargolwala’s individual performance multiplier for his role as CEO was the result of his contribution to the below fiscal year objective and individual annual goal as follows:
•Strategy - Objective focused on establishing the strategic direction for the total company in order to drive long-term sales growth. Provided the Company with strategic continuity leading to the close of the PSS acquisition.
After a review of Mr. Nargolwala’s performance, the Committee determined that Mr. Nargolwala’s resulting performance level was 100% for his individual performance multiplier.
Ms. Thornton’s individual performance multiplier for her role as CFO was the result of her contribution to several fiscal year objectives and individual annual goals as follows:
•Cash flow - Objective focused on delivering strong cash flow in relation to net income. The company’s net cash provided by operating activities increased from $181.2 million in fiscal 2025 to $244.1 million in fiscal 2026. The Company’s cash flow from operating activities as a percentage of net income was 95.7% in fiscal 2025 compared to 118.9% in fiscal 2026.
•Income before income taxes - Objective focused on improving income before income taxes while making the investments for sustainable long-term organic sales growth. In fiscal 2026, the Company exceeded its income before income taxes target, while increasing investments in R&D by 17.7% and integrating three previous acquisitions to support sustainable long-term organic sales growth.
•Selling, general and administrative expenses - Objective focused on reducing selling, general and administrative expenses throughout the Company, with a specific focus on reducing general and administrative expenses in a sustainable manner while continuing to invest in sales-generating resources. As a percentage of net sales, SG&A expenses increased from 29.4% in fiscal 2025 to 30.2% in fiscal 2026 primarily due to non-recurring acquisition related costs.
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After a review of Ms. Thornton’s performance, the Committee determined that Ms. Thornton’s resulting performance level was 100% for her individual performance multiplier.
Mr. DeBruine’s individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals as follows:
•Technology - Objective focused on leading the integration of AI and other advanced technologies into company processes to enhance efficiency, optimize existing tools, and drive innovation across all operational areas.
•Facilities - Objective focused on overseeing all aspects of physical location management, including site selection, site closures and facility ownership or lease rationalization, to ensure optimal operational efficiency and continuity.
•ESG - Objective focused on fostering a culture of sustainability, integrating ESG considerations into daily operations, with a focus on reducing waste.
After a review of Mr. DeBruine’s performance, the Committee determined that Mr. DeBruine’s resulting performance level was 120% for his individual performance multiplier.
Mr. Gorman’s individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals as follows:
•Transaction execution - Objective focused on leading the legal strategy, negotiation, and execution of the definitive purchase agreement for the acquisition of PSS.
•Compliance - Objective focused on ensuring continued compliance with domestic and international laws and regulations, as well as maintaining internal compliance programs.
•Legal structure simplification - Objective focused on simplifying the Company’s legal entity structure following the acquisitions completed during fiscal 2025.
After a review of Mr. Gorman’s performance, the Committee determined that Mr. Gorman’s resulting performance level was 130% for his individual performance multiplier.
Mr. Bojarski
The cash incentive payable to Mr. Bojarski for fiscal 2026 was based on achievement of Americas & Asia segment sales and operating income. For fiscal 2026, a cash incentive was funded for the achievement of the Americas & Asia segment sales and operating income, as well as total company sales and total company income before income taxes based upon the achievement of the financial targets established at the beginning of the fiscal year. The multiplier for individual performance was applied to the achievement of these components to arrive at the final cash incentive award achieved.
The threshold, target, maximum and actual payout amounts for Mr. Bojarski were as follows:
| Fiscal 2026 Actual Results | ||||||||||||||||||||||||||||||||||||||
| Performance Measure (weighting) | Threshold | Target | Maximum | Achievement ($) | Achievement (%) | |||||||||||||||||||||||||||||||||
| Americas & Asia Division Sales (25%)(millions) | $987.1 | $1,039.1 | $1,083.2 or more | $1,068.8 | 167 | % | ||||||||||||||||||||||||||||||||
| Americas & Asia Division Operating Income (45%)(millions) | $238.7 | $260.7 | $281.7 or more | $283.4 | 200 | % | ||||||||||||||||||||||||||||||||
| Total Company Sales (10%)(millions) | $1,505.5 | $1,584.8 | $1,652.1 or more | $1,611.2 | 139 | % | ||||||||||||||||||||||||||||||||
| Total Company Income Before Income Taxes (20%)(millions) | $251.3 | $279.4 | $301.9 or more | $298.9 | 187 | % | ||||||||||||||||||||||||||||||||
| Individual Performance Multiplier | 0 | % | 100 | % | 150 | % | 140 | % | ||||||||||||||||||||||||||||||
| Fiscal 2026 Annual Cash Incentive Award: | Threshold | Target | Maximum (% of Base Salary) | Actual Payout (% of Target) | Actual Payout (% of Base Salary) | Actual Payout ($) | ||||||||||||||||||||||||||||||||
| O. Bojarski | 0 | % | 75 | % | 225 | % | 256 | % | 192 | % | $972,574 | |||||||||||||||||||||||||||
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Mr. Bojarski’s individual performance multiplier was the result of his contribution to several fiscal year objectives and individual annual goals in his role as President - Americas & Asia as follows:
•Americas & Asia segment profit - Objective focused on improving segment profit in the Americas & Asia segment while making the investments for sustainable long-term organic sales growth. In fiscal 2026, segment profit in the Americas & Asia segment was $256.6 million, an improvement of 22.3% over the prior year.
•Americas & Asia organic sales growth - Objective focused on delivering organic sales growth in the Americas & Asia segment. Organic sales within the Americas & Asia segment increased by 7.5% in fiscal 2026.
•Cross-portfolio expansion - Objective focused on developing comprehensive, cross-portfolio deployments to maximize customer experience and engagement. Advanced this objective by strengthening product development processes, supporting growth in the new product pipeline, and working to deliver products to market in a timely and cost-effective manner.
After a review of Mr. Bojarski’s performance, the Committee determined that Mr. Bojarski’s resulting performance level was 140% for his individual performance multiplier as President - Americas & Asia.
Long-Term Equity Incentive Awards
For fiscal 2026, the Committee reviewed historical award sizes and median levels of equity awarded to similar positions at our peer companies and other relevant market data. The Committee then approved the fiscal 2026 awards consisting of a combination of RSUs and PRSUs to align executive compensation with the creation of long-term shareholder value. The Committee uses its discretion in combination with peer group data, analysis of actual pay and performance, and advice from its independent compensation consultant to determine the size and type of equity awards granted to the CEO. For all other executives, the Committee also considers the input from the CEO when determining the size and type of annual equity awards.
RSUs: RSUs generally vest one-third annually for three years. The Committee has the ability to vary the vesting schedule for new RSU grants in accordance with the terms of the plan. All RSUs are granted following the Committee’s approval, with a fair value equal to the average of the high and low stock price on the grant date.
PRSUs: PRSUs granted in fiscal 2026 include two vesting criteria: 50% of the shares vest based on diluted EPS targets, and 50% of the shares vest based on revenue performance. Each of these metrics is based on achievement over four separate performance periods as discussed in the Executive Summary. The diluted EPS performance measure aligns executive compensation with the creation of long-term shareholder value. If threshold performance is not achieved for a particular performance period, then no award will vest relative to that performance period. PRSUs will vest between 0% and 200% of target depending on the relative three-year achievement of revenue and diluted EPS growth goals over the respective performance periods.
No dividends are paid or accrued on the RSUs or PRSUs prior to the issuance of shares.
The following is a summary of long-term equity incentive awards granted to the Company’s NEOs during fiscal 2026:
| Named Officers | Total Grant Date Fair Value | PRSUs (at target) Grant Date Fair Value | RSUs Grant Date Fair Value | |||||||||||||||||
| V. Nargolwala | $ | 5,200,069 | $ | — | $ | 5,200,069 | ||||||||||||||
| A.E. Thornton | 850,096 | 425,048 | 425,048 | |||||||||||||||||
| O. Bojarski | 2,100,035 | 425,049 | 1,674,986 | |||||||||||||||||
| T.F. DeBruine | 575,064 | 287,504 | 287,560 | |||||||||||||||||
| A.T. Gorman | 400,057 | 200,039 | 200,018 | |||||||||||||||||
| R.R. Shaller | 5,250,069 | 2,625,060 | 2,625,009 | |||||||||||||||||
(1)Upon his appointment as President and Chief Executive Officer on June 8, 2026, Mr. Nargolwala was awarded $3,200,000 of RSUs that vests ratably over three years. In addition, Mr. Nargolwala was awarded a $2,000,000 one-time matching RSU award with a grant date of June 10, 2026. The one-time matching RSU award vests ratably over two years. Vesting is accelerated in the event of death, disability, or termination following a change of control for both awards.
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PRSUs Earned for the Fiscal 2024 - 2026 Performance Period
The table below outlines the performance metrics, performance levels and actual performance achievement for the fiscal 2024 - 2026 PRSU cycle for the compound annual growth rate (“CAGR”) metrics for revenue and EPS:
Revenue Performance Measure (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Performance Period | Weight | Performance Metric | Threshold (25%) | Target (100%) | Maximum (200%) | Actual Performance | % Payout Achieved | |||||||||||||||||||||||||||||||||||||
| August 1, 2023 - July 31, 2024 | 25 | % | Year 1 CAGR | (1.2) | % | 4.0 | % | 11.3 | % | 2.9 | % | 84 | % | |||||||||||||||||||||||||||||||
| August 1, 2024 - July 31, 2025 | 25 | % | Year 2 CAGR | 1.4 | % | 4.0 | % | 7.6 | % | 7.9 | % | 200 | % | |||||||||||||||||||||||||||||||
| August 1, 2025 - July 31, 2026 | 25 | % | Year 3 CAGR | 5.2 | % | 7.0 | % | 9.4 | % | 8.5 | % | 163 | % | |||||||||||||||||||||||||||||||
| August 1, 2023 - July 31, 2026 | 25 | % | Total Growth | 5.9 | % | 11.5 | % | 19.3 | % | 15.7 | % | 154 | % | |||||||||||||||||||||||||||||||
| Total Payout Achieved | 150 | % | ||||||||||||||||||||||||||||||||||||||||||
| EPS Performance Measure | ||||||||||||||||||||||||||||||||||||||||||||
| Performance Period | Weight | Performance Metric | Threshold (25%) | Target (100%) | Maximum (200%) | Actual Performance | % Payout Achieved | |||||||||||||||||||||||||||||||||||||
| August 1, 2023 - July 31, 2024 | 25 | % | Year 1 CAGR | (2.3) | % | 5.0 | % | 15.8 | % | 18.8 | % | 200 | % | |||||||||||||||||||||||||||||||
| August 1, 2024 - July 31, 2025 | 25 | % | Year 2 CAGR | 1.3 | % | 5.0 | % | 10.1 | % | 12.5 | % | 200 | % | |||||||||||||||||||||||||||||||
| August 1, 2025 - July 31, 2026 | 25 | % | Year 3 CAGR | 2.5 | % | 5.0 | % | 8.4 | % | 13.4 | % | 200 | % | |||||||||||||||||||||||||||||||
| August 1, 2023 - July 31, 2026 | 25 | % | Total Growth | 2.6 | % | 10.3 | % | 21.5 | % | 30.4 | % | 200 | % | |||||||||||||||||||||||||||||||
| Total Payout Achieved | 200 | % | ||||||||||||||||||||||||||||||||||||||||||
(1)The revenue target performance measure has been adjusted to reflect significant acquisitions at the discretion of the Board. The target performance has been adjusted for performance periods following the year of acquisition using the Company’s target performance CAGR of 4%.
Other Elements of Compensation
Health and Welfare Benefits: We provide subsidized health and welfare benefits which include medical, dental, life and disability insurance and paid time off. Executive officers are entitled to participate in our health and welfare plans on generally the same terms and conditions as other employees, subject to limitations under applicable law. In addition, the Company maintains a supplemental long-term disability policy for its U.S. executives. The supplemental long-term disability policy provides for an additional 15% of compensation, up to a maximum additional benefit of $5,000 per month. Brady pays the premiums for these benefits; therefore, these benefits represent taxable benefits to the executive.
Retirement Benefits: Brady employees (including NEOs) in the United States and certain expatriate employees working for its international subsidiaries are eligible to participate in the Brady Corporation Matched 401(k) Plan (the “Matched 401(k) Plan”). NEOs in the United States and employees at certain United States locations are also eligible to participate in the Brady Corporation Funded Retirement Plan (“Funded Retirement Plan”). In addition, certain Brady international employees are eligible to participate in Company sponsored statutory and supplementary defined benefit pension plans that are primarily unfunded and provide an income benefit upon termination or retirement.
The Funded Retirement Plan is a defined contribution plan through which the Company contributes 4% of the annual wages of each eligible participant. In addition, participants may elect to defer up to 5% of their annual wages into the Matched 401(k) Plan, which is matched up to an additional 4% contribution from the Company. Participants may elect to contribute an additional 45% of their eligible earnings to their Matched 401(k) Plan account without an additional matching contribution from the Company, which is subject to specified maximum limits allowed by the Internal Revenue Service (“IRS”). The assets of the Matched 401(k) Plan and Funded Retirement Plan credited to each participant are invested by the trustee of the Plans as directed by each plan participant in a variety of investment funds as permitted by the Plans. Participants in the Matched 401(k) Plan become fully vested in employer contributions over a two-year period of continuous service. Employer contributions to the Funded Retirement Plan become fully vested over a six-year period of continuous service.
Benefits are generally payable upon the death, disability, or retirement of the participant, or upon termination of employment before retirement, although benefits may be withdrawn from the Matched 401(k) Plan and paid to the participant in certain circumstances. Under certain specified circumstances, the Matched 401(k) Plan allows a participant to withdraw loans on their account.
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Deferred Compensation Arrangements: The Company has two deferred compensation plans, the Executive Deferred Compensation Plan and the Director Deferred Compensation Plan, that allow for compensation to be deferred into either the Company’s Class A Nonvoting Common Stock or other investment funds. Both the Director Deferred Compensation and the Executive Deferred Compensation Plans disallow transfers from other investment funds into the Company’s Class A Nonvoting Stock, and both disallow transfers from the Company’s Class A Nonvoting Stock into other investment funds. The assets in both deferred compensation plans are held in a Rabbi Trust and are invested by the trustee as directed by the participant. Executives and directors may elect whether to receive their account balance following termination of employment in a single lump sum payment or by means of distribution under an annual installment method. Distributions of the Company’s Class A Nonvoting Common Stock are made in-kind; distributions of mutual funds are made in cash.
Executives are eligible to participate in the Brady Restoration Plan, which is a non-qualified deferred compensation plan that allows an equivalent benefit to the Matched 401(k) Plan and the Funded Retirement Plan for executives’ income exceeding the IRS limits of participation in a qualified 401(k) plan.
Perquisites: Brady generally provides executives with the following perquisites:
•Financial planning and tax preparation;
•Company car or car allowance;
•Physical examination;
•Long-term care insurance; and
•Personal liability insurance.
Stock Ownership Requirements
In order to encourage our executive officers and directors to acquire and retain ownership of a significant number of shares of the Company’s stock, stock ownership requirements have been established.
The Board of Directors has established the following stock ownership requirements for our NEOs:
| V. Nargolwala | 5 times base salary | |||||||
| A.E. Thornton | 3 times base salary | |||||||
| O. Bojarski | 3 times base salary | |||||||
| T.F. DeBruine | 3 times base salary | |||||||
| A.T. Gorman | 2 times base salary | |||||||
| R.R. Shaller | 5 times base salary | |||||||
Our NEOs are expected to meet their ownership requirement within five years of becoming an executive officer and may not sell shares, other than to cover tax withholding requirements associated with the vesting or exercise of an equity award, until such time as they meet the requirements. All NEOs were in compliance with their respective ownership requirements as of July 31, 2026 or had additional time to meet the requirement. If an executive does not meet his or her ownership requirement within five years, the Committee may direct that the executive’s after-tax payout on any incentive plans will be in Class A Nonvoting Common Stock in order to satisfy the executive’s ownership requirement.
Actual stock ownership of each NEO is reviewed on an annual basis to ensure the guidelines are met. The following equity balances are included for purposes of determining whether an executive meets his or her ownership requirements: the fair market values of Company stock owned, Company stock held in the Executive Deferred Compensation Plan, RSUs, and the value of vested and “in the money” stock options. The fair market value of PRSUs are excluded from the determination of executive ownership levels.
Insider Trading and Anti-Hedging Policy
The Company’s Insider Trading Policy prohibits hedging and other monetization transactions in Company securities by officers, directors and employees. The prohibition of hedging transactions includes financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. The Insider Trading Policy also prohibits the pledging of Company stock as collateral for loans or holding Company securities in a margin account by officers, directors or employees.
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Employment and Change of Control Agreements
Employment Agreements and Offer Letters
In connection with his appointment as Chief Executive Officer, the Company entered into an employment offer letter dated June 7, 2026 with Mr. Nargolwala. The offer letter provided that Mr. Nargolwala will receive an annual base salary of $1,000,000, subject to periodic review and adjustment. The offer letter also provided that he will participate in the Company’s annual cash incentive plan in fiscal 2026, with a targeted annual incentive opportunity of 125% of base salary, effective June 8, 2026. The offer letter further provided that Mr. Nargolwala receive an annual stock incentive award with a grant date value of $6,400,000. Of this amount, $3,200,000 of his fiscal 2027 annual stock incentive award consisted of RSUs that vest ratably over three years, with a grant date of June 8, 2026.
Also pursuant to the terms of the offer letter, Mr. Nargolwala was eligible to purchase shares of the Company’s Class A common stock, subject to compliance with federal securities laws and the Company’s Insider Trading Policy. Upon such purchase, the Company would grant him, as soon as practicable, an RSU award equal to two times the total purchase price, up to an aggregate maximum grant value of $2,000,000. Mr. Nargolwala purchased $1,000,000 worth of shares on June 10, 2026, and received an RSU award of $2,000,000 that vests ratably over two years with a grant date of June 10, 2026. Furthermore, if Mr. Nargolwala’s employment is terminated by the Company without cause or he resigns for good reason, he will be entitled to a severance benefit equal to two times the sum of his base salary and target bonus, payable in monthly installments over a 24-month period. The Company also entered into a change of control agreement with Mr. Nargolwala. Under the terms of the change of control agreement, in the event of a qualifying termination within 24 months following a change of control, Mr. Nargolwala will receive two times his annual base salary, two times his target bonus, and the amount of his target bonus prorated based on when the termination occurs.
Change of Control Agreements
On September 16, 2025, the Company entered into a change of control agreement with Mr. Gorman, which replaced and superseded the previous change of control agreement between the Company and Mr. Gorman, dated April 6, 2020. The Agreement was approved by the Management Development and Compensation Committee of the Board of Directors to align with the terms of similar agreements with the Company’s other named executive officers. Under the Agreement, Mr. Gorman will receive two times his annual base salary and two times his target bonus in the event of a qualifying termination within 24 months following a change of control.
The Board of Directors previously approved change of control agreements for all other NEOs of the Company. The agreements provide for a payment of two times their annual base salary and two times their target bonus prior to the date the change of control occurs, in the event of termination or resignation for good cause upon a change of control. All of the NEO’s agreements provide for up to $25,000 of attorney fees to enforce the executive’s rights under the agreement. Payments under the agreement will be made over two years.
Under the terms of the 2017 and 2023 Omnibus Incentive Plans, in the event of (a) the merger or consolidation of the Company with or into another corporation or corporations in which the Company is not the surviving corporation, (b) the adoption of any plan for the dissolution of the Company, or (c) the sale or exchange of all or substantially all the assets of the Company for cash or for shares of stock or other securities of another corporation, all then-unexercised stock options become fully exercisable and all restrictions placed on restricted stock, and performance-based and time-based restricted stock units will lapse. If any stock option is canceled subsequent to the events described above, the Company or the corporation assuming the obligations of the Company, shall pay an amount of cash or stock equal to the in-the-money value of the canceled stock options. The awards granted under the 2017 and 2023 Omnibus Incentive Plans provide for either accelerated or continuation of vesting of stock options and RSUs upon termination due to retirement, for which the eligibility criteria is 60 years of age and 5 years of service.
Non-Compete/Non-Solicitation/Confidentiality
Equity awards under the Company’s 2017 and 2023 Omnibus Incentive Plans contain non-competition, non-solicitation and confidential information covenants applicable to the award recipients. The confidential information covenant prohibits the use, disclosure, copying or duplication of the Company’s confidential information other than in the course of authorized activities conducted in the course of the recipient’s employment with the Company. The other covenants prohibit the NEOs for 12 months after termination of employment with the Company, from (i) performing duties for or as a competitor of the Company which are the same or similar to those performed by the recipient in the 24 months prior to termination of employment with the Company, (ii) soliciting customers for the sale of competitive products, (iii) soliciting employees to join a competitor or otherwise terminate their relationship with the Company, or (iv) interfering in the Company’s relationships with its vendors and suppliers.
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Tax Considerations
Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to publicly traded companies for compensation in excess of $1 million per year paid to certain current and former executive officers. Historically, the $1 million deduction limit generally has not applied to compensation that satisfies IRS requirements for qualified performance-based compensation.
The Committee’s intent is to preserve the deductibility of executive compensation to the extent reasonably practicable and to the extent consistent with its other compensation objectives. However, the Committee believes Section 162(m) is only one of several relevant considerations in establishing executive compensation and believes Section 162(m) implications should not compromise its ability to design and maintain executive compensation arrangements intended to, among other things, attract, motivate and help retain a highly qualified and successful management team to lead the Company. As a result, the Committee retains the flexibility to provide compensation it determines to be in the best interests of the Company and its shareholders even if that compensation ultimately is not tax deductible.
Accounting Considerations
When reviewing preliminary recommendations and in connection with approving the terms of a given incentive plan, management and the Committee review and consider the accounting implications of a compensation arrangement, including the estimated expense and other accounting and disclosure requirements. With consideration of the accounting treatment associated with an incentive plan design, management and the Committee may alter or modify the incentive award if the award and the related accounting consequences were to adversely affect our financial performance.
Management Development and Compensation Committee Interlocks and Insider Participation
During fiscal 2026, the Committee was composed of Mses. Collins-Smee and Bruno and Messrs. Bem and Richardson. Mr. Nargolwala also served on the Committee until his appointment to President and Chief Executive Officer on June 8, 2026. There are no relationships among the Company’s executive officers, members of the Committee or entities whose executives serve on the Board that require disclosure under applicable SEC regulations.
Management Development and Compensation Committee Report
The Committee has reviewed and discussed the Compensation Discussion and Analysis with management; based on the review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K.
Joanne Collins-Smee, Chair
David Bem
Elizabeth Bruno
Bradley Richardson
Compensation Policies and Practices
The Company believes that its compensation policies, practices, and procedures for executive officers and all other employees are designed to avoid incentives that create unnecessary or excessive risks that are reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs are weighted towards offering long-term incentives that reward sustainable performance; do not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company value; and are set at reasonable and sustainable levels, as determined by a review of the Company’s economic position, as well as the compensation offered by comparable companies. Under the oversight of its Audit and Management Development and Compensation Committees, the Company reviewed its compensation policies, practices and procedures for all employees, including executive officers, to evaluate and ensure that they did not foster risk-taking beyond that deemed acceptable within the Company’s business model.
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Summary Compensation Table
The following table sets forth compensation awarded to, earned by, or paid to the NEOs, who served as executive officers during the year ended July 31, 2026, for services rendered as an executive officer to the Company and its subsidiaries during the years ended July 31, 2026, July 31, 2025 and July 31, 2024.
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
V. Nargolwala, President, CEO & Director (4)(5) | 2026 | $ | 115,385 | $ | — | $ | $ | — | $ | 245,192 | $ | 210,124 | $ | |||||||||||||||||||||||||||||||||||||
A.E. Thornton, CFO, CAO & Treasurer | 2026 | $ | 535,193 | $ | — | $ | 850,096 | $ | — | $ | 636,879 | $ | 101,941 | $ | 2,124,109 | |||||||||||||||||||||||||||||||||||
| 2025 | 506,828 | — | 800,043 | — | 425,380 | 99,952 | 1,832,203 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 468,173 | — | 675,016 | — | 439,146 | 75,978 | 1,658,313 | |||||||||||||||||||||||||||||||||||||||||||
| O. Bojarski, President -Americas & Asia | 2026 | $ | 506,153 | $ | — | $ | 2,100,035 | $ | — | $ | 972,574 | $ | 125,597 | $ | 3,704,359 | |||||||||||||||||||||||||||||||||||
| 2025 | 485,481 | — | 750,035 | — | 527,960 | 124,826 | 1,888,302 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 461,404 | — | 682,053 | — | 449,869 | 97,005 | 1,690,331 | |||||||||||||||||||||||||||||||||||||||||||
T.F. DeBruine, Chief Operating Officer | 2026 | $ | 459,692 | $ | — | $ | 575,064 | $ | — | $ | 562,663 | $ | 106,117 | $ | 1,703,536 | |||||||||||||||||||||||||||||||||||
| 2025 | 450,000 | — | 490,078 | — | 412,020 | 96,171 | 1,448,269 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 354,327 | — | 220,084 | — | 306,896 | 80,432 | 961,739 | |||||||||||||||||||||||||||||||||||||||||||
A.T. Gorman, General Counsel and Secretary | 2026 | $ | 395,193 | $ | — | $ | 400,057 | $ | — | $ | 524,025 | $ | 79,341 | $ | 1,398,616 | |||||||||||||||||||||||||||||||||||
| 2025 | 369,230 | — | 368,998 | — | 265,625 | 83,305 | 1,087,158 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 341,250 | — | 315,072 | — | 342,957 | 69,987 | 1,069,266 | |||||||||||||||||||||||||||||||||||||||||||
R.R. Shaller, Former President, CEO & Director (6) | 2026 | $ | 1,073,461 | $ | — | $ | $ | — | $ | 2,189,862 | $ | 245,217 | $ | |||||||||||||||||||||||||||||||||||||
| 2025 | 996,058 | — | 4,990,208 | — | 1,373,414 | 237,686 | 7,597,366 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 859,212 | — | 3,551,028 | — | 1,439,180 | 198,208 | 6,047,628 | |||||||||||||||||||||||||||||||||||||||||||
(1)Represents the grant date fair value of RSUs and PRSUs computed in accordance with accounting guidance for equity grants made or modified in the applicable year. The grant date fair value of RSUs is calculated based on the number of shares of Class A Common Stock underlying the RSUs times the average of the high and low stock price of Class A Common Stock on the date of grant. The grant date fair value of PRSUs was calculated based on the number of shares of Class A Common Stock underlying the award times the average of the high and low stock price of Class A Common Stock on the date of grant. The actual value of a RSU will depend on the market value of the Class A Common Stock on the date the stock is sold. The table reflects the grant date fair value at target for PRSUs (100%). The values of the PRSU awards in fiscal 2026 at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Shaller, $5,250,119; Ms. Thornton, $850,097; Mr. Bojarski, $850,097; Mr. DeBruine, $575,008; and Mr. Gorman, $400,079.
(2)Represents annual cash incentives earned during the listed fiscal years, which are paid during the next fiscal year.
(3)The amounts in the “All Other Compensation” column include: matching contributions to the Company’s Matched 401(k) Plan, Funded Retirement Plan and Restoration Plan, company car or car allowance, the cost of group term life insurance, the cost of long-term care insurance, the cost of disability insurance and other compensation or perquisites. The other compensation includes pay related to severance agreements, settlement agreements and other perquisites including annual allowances for financial and tax planning and the cost of personal liability insurance. Refer to the table following these footnotes.
(4)Upon his appointment to President and Chief Executive Officer on June 8, 2026, Mr. Nargolwala was awarded $3,200,000 of sign-on RSUs and a matching RSU award for $2,000,000. The matching award was equal to two times the aggregate value of Company’s Class A common stock purchased by Mr. Nargolwala within 180 days of his appointment.
(5)For Mr. Nargolwala, the “All Other Compensation” column includes $135,065 of unrestricted stock awards and $70,875 of cash retainers for his service as a non-employee Director prior to his appointment as President and Chief Executive Officer.
(6)Effective June 8, 2026, Mr. Shaller retired as President and Chief Executive Officer of the Company. The Company entered into a written agreement with Mr. Shaller in connection with his retirement that provided for payment of his salary and benefits through August 1, 2026. In addition, Mr. Shaller will remain entitled to receive the cash bonus earned for the Company’s 2026 fiscal year, subject to an individual performance multiplier of 100%. He will also be entitled to retain all of his outstanding PRSUs and will vest in such awards to the extent the performance goals in effect for such awards are achieved, with vesting to be provided on a full, unadjusted basis. The incremental fair value
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of $5,156,828 associated with the modification of vesting conditions for PRSUs granted on August 1, 2024 and August 1, 2025 has been included in this table under the “Stock Awards” column.
| Name | Fiscal Year | Retirement Plan Contributions ($) | Company Car ($) | Group Term Life Insurance ($) | Long-term Care Insurance ($) | Long-term Disability Insurance ($) | Other ($) | Total All Other Compensation ($) | ||||||||||||||||||||||||||||||||||||||||||
| V. Nargolwala | 2026 | $ | 1,538 | $ | 2,077 | $ | 65 | $ | — | $ | 504 | $ | 205,940 | $ | 210,124 | |||||||||||||||||||||||||||||||||||
| A.E. Thornton | 2026 | $ | 76,192 | $ | 18,000 | $ | 737 | $ | 3,483 | $ | 3,529 | $ | — | $ | 101,941 | |||||||||||||||||||||||||||||||||||
| 2025 | 74,566 | 18,000 | 974 | 3,024 | 3,388 | — | 99,952 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 50,953 | 18,000 | 677 | 3,024 | 3,324 | — | 75,978 | |||||||||||||||||||||||||||||||||||||||||||
| O. Bojarski | 2026 | $ | 82,146 | $ | 18,000 | $ | 727 | $ | 7,628 | $ | 4,291 | $ | 12,805 | $ | 125,597 | |||||||||||||||||||||||||||||||||||
| 2025 | 74,143 | 18,000 | 1,175 | 6,624 | 4,209 | 20,675 | 124,826 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 67,123 | 18,000 | 871 | 6,624 | 2,812 | 1,575 | 97,005 | |||||||||||||||||||||||||||||||||||||||||||
| T.F. DeBruine | 2026 | $ | 69,423 | $ | 18,000 | $ | 418 | $ | 12,878 | $ | 4,948 | $ | 450 | $ | 106,117 | |||||||||||||||||||||||||||||||||||
| 2025 | 58,694 | 18,000 | 853 | 11,182 | 4,039 | 3,403 | 96,171 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 45,854 | 18,000 | 709 | 11,182 | 3,997 | 690 | 80,432 | |||||||||||||||||||||||||||||||||||||||||||
A.T. Gorman | 2026 | $ | 52,212 | $ | 18,000 | $ | 587 | $ | 4,356 | $ | 3,773 | $ | 413 | $ | 79,341 | |||||||||||||||||||||||||||||||||||
| 2025 | 56,190 | 18,000 | 740 | 3,782 | 3,093 | 1,500 | 83,305 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 42,276 | 18,000 | 703 | 3,782 | 3,122 | 2,104 | 69,987 | |||||||||||||||||||||||||||||||||||||||||||
| R.R. Shaller | 2026 | $ | 189,831 | $ | 18,000 | $ | 48 | $ | 7,458 | $ | 5,404 | $ | 24,476 | $ | 245,217 | |||||||||||||||||||||||||||||||||||
| 2025 | 188,073 | 18,000 | 1,314 | 6,475 | 5,369 | 18,455 | 237,686 | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 163,895 | 18,000 | 1,566 | 6,475 | 5,315 | 2,957 | 198,208 | |||||||||||||||||||||||||||||||||||||||||||
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Grants of Plan-Based Awards for 2026
The following table summarizes grants of plan-based awards made during fiscal 2026 to the NEOs.
| Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Stock or Option Awards ($) (4) | Grant Date Fair Value of Stock and Option Awards ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| V. Nargolwala | (4) | — | $ | 1,250,000 | $ | 3,750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/2/2025 | (5) | 1,728 | $ | 135,065 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2026 | 39,698 | 3,200,056 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/10/2026 | (6) | 25,684 | 2,000,013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| A.E. Thornton | — | 378,000 | 1,134,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/1/2025 | 1,515 | 6,060 | 12,120 | 425,048 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/2/2025 | 5,438 | 425,048 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| O. Bojarski | — | 382,500 | 1,147,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/1/2025 | 1,515 | 6,060 | 12,120 | 425,048 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/2/2025 | 5,438 | 425,048 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2026 | (7) | 15,506 | 1,249,939 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| T.F. DeBruine | — | 277,200 | 831,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/1/2025 | 1,025 | 4,099 | 8,198 | 287,504 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/2/2025 | 3,679 | 287,560 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| A.T. Gorman | — | 240,000 | 720,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/1/2025 | 713 | 2,852 | 5,704 | 200,039 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/2/2025 | 2,559 | 200,018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| R.R. Shaller | — | 1,302,000 | 3,906,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/1/2025 | (8) | 3,116 | 12,464 | 24,928 | 874,225 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2026 | (9) | 6,241 | 24,962 | 49,924 | 3,581,693 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2026 | (9) | 2,808 | 11,230 | 22,460 | 1,575,135 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10/2/2025 | 33,584 | 2,625,009 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)At its July 2025 meeting, the Committee approved the values of the annual cash incentive award threshold, target and maximums under the Company’s annual cash incentive plan. The structure of the plan is described in the Compensation Discussion and Analysis above and was set prior to the beginning of the fiscal year.
(2)This award represents PRSUs granted August 1, 2025, as part of the annual fiscal 2026 equity grant. These PRSUs have a three-year performance period with the number of shares issued at vesting determined by the Company’s achievement of revenue and diluted EPS growth goals over the three-year performance period. Payout opportunities will range from 0% to 200% of the target award. Target payout is set at 100% of award value, with threshold and maximum payouts set at 25% and 200% of target award value, respectively.
(3)The RSU awards vest equally over three years, unless otherwise noted.
(4)Pursuant to his offer letter, Mr. Nargolwala will participate in the Company’s annual cash incentive plan in fiscal 2026, with a targeted annual incentive opportunity of 125% of base salary. This amount represents the full-year incentive target. For fiscal 2026, his actual opportunity will be pro-rated based on his eligible earnings following his June 8, 2026 appointment date.
(5)This award represents unrestricted shares earned for Mr. Nargolwala’s service as a non-employee Director.
(6)Pursuant to his offer letter, Mr. Nargolwala was eligible to purchase shares of the Company’s Class A common stock, subject to compliance with federal securities laws and the Company’s Insider Trading Policy. Upon such purchase, the Company would grant him, as soon as practicable, an RSU award equal to two times the total purchase price, up to an aggregate maximum grant value of $2,000,000. Mr. Nargolwala purchased $1,000,000 worth of shares on June 10, 2026 and was awarded 25,684 RSUs effective the same day. The RSUs vest equally over two years.
(7)Effective June 8, 2026, Mr. Bojarski was awarded 15,506 RSUs for retention purposes. The RSUs vest in increments of 25% upon the second and third anniversaries of the grant date. The remaining units vest on June 8, 2030.
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(8)Effective June 8, 2026, Mr. Shaller retired as President and Chief Executive Officer of the Company. As part of the written agreement entered into with Mr. Shaller, he will be entitled to retain all of his outstanding PRSUs and will vest in such awards to the extent the performance goals in effect for such awards are achieved, with vesting to be provided on a full, unadjusted basis. This award represents the unmodified portion of his PRSU award granted on August 1, 2025.
(9)Effective June 8, 2026, Mr. Shaller retired as President and Chief Executive Officer of the Company. As part of the written agreement entered into with Mr. Shaller, he will be entitled to retain all of his outstanding PRSUs and will vest in such awards to the extent the performance goals in effect for such awards are achieved, with vesting to be provided on a full, unadjusted basis. The incremental fair value related to the modified portion of his PRSU awards granted on August 1, 2024 and August 1, 2025 are reported in this table.
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Outstanding Equity Awards at July 31, 2026
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units Or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||||||||||||||||
| V. Nargolwala | 39,698 | (1) | $ | 3,742,330 | ||||||||||||||||||||||||||||||||||||||||||||||
| 25,684 | (2) | 2,421,231 | ||||||||||||||||||||||||||||||||||||||||||||||||
| A.E. Thornton | 3,775 | — | $ | 36.85 | 9/22/2027 | |||||||||||||||||||||||||||||||||||||||||||||
| 3,302 | — | 43.98 | 9/25/2028 | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,021 | — | 54.05 | 9/20/2029 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4,273 | — | 39.92 | 9/30/2030 | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,416 | — | 49.79 | 9/16/2031 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4,000 | — | 43.50 | 9/19/2032 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2,053 | (3) | $ | 193,536 | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,573 | (4) | 336,827 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5,438 | (5) | 512,640 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 6,597 | (6) | $ | 621,899 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5,615 | (7) | 529,326 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 6,060 | (8) | 571,276 | ||||||||||||||||||||||||||||||||||||||||||||||||
| O. Bojarski | 2,074 | (3) | $ | 195,516 | ||||||||||||||||||||||||||||||||||||||||||||||
| 3,350 | (4) | 315,805 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 5,438 | (5) | 512,640 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 15,506 | (9) | 1,461,751 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 6,666 | (6) | $ | 628,404 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5,264 | (7) | 496,237 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 6,060 | (8) | 571,276 | ||||||||||||||||||||||||||||||||||||||||||||||||
| T.F. DeBruine | 2,162 | — | $ | 54.05 | 9/20/2029 | |||||||||||||||||||||||||||||||||||||||||||||
| 1,167 | — | 49.79 | 9/16/2031 | |||||||||||||||||||||||||||||||||||||||||||||||
| 1,684 | — | 43.50 | 9/19/2032 | |||||||||||||||||||||||||||||||||||||||||||||||
| 669 | (3) | $ | 63,067 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2,122 | (4) | 200,041 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3,679 | (5) | 346,819 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2,151 | (6) | $ | 202,775 | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,334 | (7) | 314,296 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 4,099 | (8) | 386,413 | ||||||||||||||||||||||||||||||||||||||||||||||||
| A.T. Gorman | 958 | (3) | $ | 90,311 | ||||||||||||||||||||||||||||||||||||||||||||||
| 1,563 | (4) | 147,344 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2,559 | (5) | 241,237 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3,079 | (6) | $ | 290,257 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2,457 | (7) | 231,621 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2,852 | (8) | 268,858 | ||||||||||||||||||||||||||||||||||||||||||||||||
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| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units Or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||||||||||||||||
| R.R. Shaller | 20,137 | — | $ | 54.05 | 9/20/2029 | |||||||||||||||||||||||||||||||||||||||||||||
| 25,636 | — | 39.92 | 9/30/2030 | |||||||||||||||||||||||||||||||||||||||||||||||
| 20,496 | — | 49.79 | 9/16/2031 | |||||||||||||||||||||||||||||||||||||||||||||||
| 60,928 | — | 46.70 | 4/1/2032 | |||||||||||||||||||||||||||||||||||||||||||||||
| 10,800 | (3) | $ | 1,018,116 | |||||||||||||||||||||||||||||||||||||||||||||||
| 21,438 | (4) | 2,020,960 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 33,584 | (5) | 3,165,964 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 34,705 | (6) | $ | 3,271,640 | |||||||||||||||||||||||||||||||||||||||||||||||
| 33,689 | (7) | 3,175,862 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 37,426 | (8) | 3,528,149 | ||||||||||||||||||||||||||||||||||||||||||||||||
(1)Effective June 8, 2026, Mr. Nargolwala was awarded 39,698 RSUs as part of his appointment to President and CEO. One-third of the units vest on June 8, 2027, one-third of the units vest on June 8, 2028, and one-third of the units vest on June 8, 2029.
(2)Effective June 10, 2026, Mr. Nargolwala was awarded 25,684 RSUs as part of his appointment to President and CEO. One-half of the units vest on June 10, 2027 and one-half of the units vest on June 10, 2028.
(3)This award represents RSUs awarded on October 2, 2023 as part of the annual fiscal 2024 equity grant. The remaining units vest on October 2, 2026.
(4)This award represents RSUs awarded on October 2, 2024 as part of the annual fiscal 2025 equity grant. One-half of the units vest on October 2, 2026 and one-half of the units vest on October 2, 2027.
(5)This award represents RSUs awarded on October 2, 2025 as part of the annual fiscal 2026 equity grant. One-third of the units vest on October 2, 2026, one-third of the units vest on October 2, 2027 and one-third of the units vest on October 2, 2028.
(6)This award represents PRSUs awarded on August 1, 2023, as part of the annual fiscal 2024 equity grant. These PRSUs have a three-year performance period with the number of shares issued at vesting determined by the Company’s achievement of revenue and diluted EPS growth goals over the three-year performance period. Payout opportunities will range from 0% to 200% of the target award. The amounts listed above are based on the target value of each award (100%).
(7)This award represents PRSUs awarded on August 1, 2024, as part of the annual fiscal 2025 equity grant. These PRSUs have a three-year performance period with the number of shares issued at vesting determined by the Company’s achievement of revenue and diluted EPS growth goals over the three-year performance period. Payout opportunities will range from 0% to 200% of the target award. The amounts listed above are based on the target value of each award (100%).
(8)This award represents PRSUs awarded on August 1, 2025, as part of the annual fiscal 2026 equity grant. These PRSUs have a three-year performance period with the number of shares issued at vesting determined by the Company’s achievement of revenue and diluted EPS growth goals over the three-year performance period. Payout opportunities will range from 0% to 200% of the target award. The amounts listed above are based on the target value of each award (100%).
(9)Effective June 8, 2026, Mr. Bojarski was awarded 15,506 RSUs for retention purposes. The RSUs vest in increments of 25% upon the second and third anniversaries of the grant date. The remaining units vest on June 8, 2030.
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Option Exercises and Stock Vested for Fiscal 2026
The following table summarizes option exercises and the vesting of restricted stock during fiscal 2026 to the NEOs. Mr. Nargolwala did not exercise any options and had no stock vest during fiscal 2026 other than his unrestricted stock awards earned during his time as a non-employee Director.
| Option Awards | Stock Awards | |||||||||||||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | ||||||||||||||||||||||
| A.E. Thornton | 4,080 | $ | 190,986 | 4,223 | $ | 330,954 | ||||||||||||||||||||
| O. Bojarski | — | — | 7,836 | 604,655 | ||||||||||||||||||||||
| T.F. DeBruine | — | — | 3,565 | 278,256 | ||||||||||||||||||||||
| A.T. Gorman | 12,528 | 416,707 | 4,056 | 316,528 | ||||||||||||||||||||||
| R.R. Shaller | 45,755 | 2,149,556 | 38,936 | 3,025,048 | ||||||||||||||||||||||
(1)The value realized on exercise of stock options reflects the difference between the option exercise price and the market price at exercise multiplied by the number of shares.
(2)The value realized on vesting of stock awards reflects the number of shares vested multiplied by the market price (average of the high and low of the stock price) of the stock on the vest date.
Pension Benefits for Fiscal 2026
None of the NEOs participated in a defined benefit pension plan during fiscal 2026.
Non-Qualified Deferred Compensation for Fiscal 2026
The following table summarizes the activity within the Executive Deferred Compensation Plan and the Brady Restoration Plan during fiscal 2026 for the NEOs. Mr. Nargolwala did not participate in these plans during fiscal 2026.
| Name | Executive Contributions in Fiscal 2026 ($) | Company Contributions in Fiscal 2026 ($) | Aggregate Earnings in Fiscal 2026 ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at July 31, 2026 ($) | |||||||||||||||||||||||||||
| A.E. Thornton | $ | 23,846 | $ | 47,692 | $ | 47,214 | $ | — | $ | 325,645 | ||||||||||||||||||||||
| O. Bojarski | 366,806 | 53,806 | 222,837 | — | 1,493,877 | |||||||||||||||||||||||||||
| T.F. DeBruine | 128,698 | 41,183 | 100,668 | — | 823,160 | |||||||||||||||||||||||||||
| A.T. Gorman | 11,856 | 23,711 | 33,593 | — | 225,957 | |||||||||||||||||||||||||||
| R.R. Shaller | 396,456 | 164,981 | 444,658 | — | 4,402,959 | |||||||||||||||||||||||||||
The executive contribution amounts included in this table are derived from the Salary and Non-Equity Incentive Plan Compensation columns of the Summary Compensation Table. The Company’s contribution amounts included in this table are reported in the All Other Compensation columns of the Summary Compensation Table. Amounts reported in the aggregate balance at July 31, 2026, net of historical earnings and losses were previously reported as compensation to the NEO in the Summary Compensation Table for previous years. See discussion of the Company’s non-qualified deferred compensation plans in the Compensation Discussion and Analysis.
Potential Payments Upon Termination or Change of Control
As described in the Employment and Change of Control Agreements section of the Compensation Discussion and Analysis above, the Company has entered into an employment offer letter with Mr. Nargolwala and change of control agreements with all of the NEOs that provide for benefits following termination of employment and/or a change of control. In addition, our equity incentive plans provide for certain potential benefits upon a change of control.
The offer letter entered into with Mr. Nargolwala provides that he is deemed an at-will employee but will receive a severance benefit equal to equal to two times the sum of his base salary and target bonus, payable in monthly installments over a 24-month period, in the event his employment is terminated without cause or he resigns for good reason as described therein. The offer letter also contains 24-month non-competition and non-solicitation provisions, as well as standard confidentiality and non-disparagement provisions. None of the other NEOs have any severance agreements or similar arrangements that would apply outside of a change of control.
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The terms of the change of control agreement are triggered if, within a 24-month period beginning with the date a change of control occurs, (i) the executive’s employment with the Company is involuntarily terminated other than by reason of death, disability or cause, or (ii) the executive’s employment with the Company is voluntarily terminated by the executive subsequent to (a) any reduction in the total of the executive’s annual base salary, exclusive of fringe benefits, and the executive’s target annual cash incentive in comparison with the executive’s annual base salary and target annual cash incentive immediately prior to the date the change of control occurs, (b) a significant diminution in the responsibilities or authority of the executive in comparison with the executive’s responsibility and authority immediately prior to the date the change of control occurs, or (c) the imposition of a requirement by the Company that the executive relocate to a principal work location more than 50 miles from the executive’s principal work location immediately prior to the date the change of control occurs.
Following termination due to a change of control, executives shall be paid a multiplier of their annual base salary in effect immediately prior to the date the change of control occurs plus a multiplier of their annual cash incentive payment as discussed in their respective change of control agreements prior to the date the change of control occurs, payable in monthly installments over a 24-month period. If the payments upon termination due to change of control result in any excise tax being incurred by Messrs. Nargolwala, Bojarski, DeBruine and Gorman and Ms. Thornton as a result of Section 280G of the Internal Revenue Code, the officer will be solely responsible for such excise tax. The Company will also reimburse a maximum of $25,000 of legal fees incurred by the executives in order to enforce the change of control agreement, in which the executive prevails. The Company’s change of control agreements contain confidentiality provisions.
The following information and tables set forth the amount of payments to each NEO in the event of termination of employment as a result of a change of control. No other employment agreements providing specified payments upon termination have been entered into between the Company and any of the NEOs in fiscal year 2026.
Assumptions and General Principles
The following assumptions and general principles apply with respect to the tables that follow in this section.
•The amounts detailed in the tables assume that each NEO terminated employment on July 31, 2026. Accordingly, the tables reflect amounts earned as of July 31, 2026, and include estimates of amounts that would be paid to the NEO upon the termination or occurrence of a change of control. The actual amounts that would be paid to an NEO can only be determined at the time of termination.
•The tables below include amounts the Company is obligated to pay the NEO as a result of the severance agreement and executed change of control agreement or under the applicable equity incentive plan. The tables do not include benefits that are paid generally to all salaried employees or a broad group of salaried employees. Therefore, the NEOs would receive benefits in addition to those set forth in the tables.
•An NEO is entitled to receive base salary earned during their term of employment regardless of the manner in which the named executive officer’s employment is terminated. As such, this amount is not disclosed in the tables.
Vineet Nargolwala
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2026, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Legal Fee Reimbursement ($) (4) | Total ($) | ||||||||||||||||||||||
| $ | 2,000,000 | $ | 2,500,000 | $ | 6,163,561 | $ | 25,000 | $ | 10,688,561 | |||||||||||||||||
(1)Represents two times the base salary in effect at July 31, 2026.
(2)Represents two times the target annual cash incentive amount in effect at July 31, 2026.
(3)Represents the closing market price of $94.27 on 65,382 unvested RSUs awards that would vest due to change of control (regardless of whether employment were terminated).
(4)Represents the maximum reimbursement of legal fees allowed.
The following table outlines the amount payable assuming that the severance terms of Mr. Nargolwala’s offer letter were triggered on July 31, 2026.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Total ($) | ||||||||||||
| $ | 2,000,000 | $ | 2,500,000 | $ | 4,500,000 | |||||||||
(1)Represents two times the base salary in effect at July 31, 2026.
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(2)Represents two times the target annual cash incentive amount in effect at July 31, 2026.
Ann E. Thornton
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2026, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Legal Fee Reimbursement ($) (4) | Total ($) | ||||||||||||||||||||||
| $ | 1,080,000 | $ | 756,000 | $ | 3,231,953 | $ | 25,000 | $ | 5,092,953 | |||||||||||||||||
(1)Represents two times the base salary in effect at July 31, 2026.
(2)Represents two times the target annual cash incentive amount in effect at July 31, 2026.
(3)Represents the closing market price of $94.27 on 34,284 unvested RSUs and PRSUs that would vest due to the change of control. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2024 award and target performance for the fiscal 2025 and 2026 awards.
(4)Represents the maximum reimbursement of legal fees allowed.
Olivier Bojarski
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2026, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Legal Fee Reimbursement ($) (4) | Total ($) | ||||||||||||||||||||||
| $ | 1,020,000 | $ | 765,000 | $ | 4,652,979 | $ | 25,000 | $ | 6,462,979 | |||||||||||||||||
(1)Represents two times the base salary in effect at July 31, 2026.
(2)Represents two times the target annual cash incentive amount in effect at July 31, 2026.
(3)Represents the closing market price of $94.27 on 49,358 unvested RSUs and PRSUs that would vest due to the change in control. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2024 award and target performance for the fiscal 2025 and 2026 awards.
(4)Represents the maximum reimbursement of legal fees allowed.
Thomas F. DeBruine
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2026, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Legal Fee Reimbursement ($) (4) | Total ($) | ||||||||||||||||||||||
| $ | 924,000 | $ | 554,400 | $ | 1,665,468 | $ | 25,000 | $ | 3,168,868 | |||||||||||||||||
(1)Represents two times the base salary in effect at July 31, 2026.
(2)Represents two times the target annual cash incentive amount in effect at July 31, 2026.
(3)Represents the closing market price of $94.27 on 17,667 unvested RSUs and PRSUs that would vest due to the change of control. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2024 award and target performance for the fiscal 2025 and 2026 awards.
(4)Represents the maximum reimbursement of legal fees allowed.
Andrew T. Gorman
The following table outlines the amount payable assuming that the terms of the change of control agreement or equity incentive plan were triggered on July 31, 2026, and the NEO was required to legally enforce the terms of the agreement.
| Base Salary ($) (1) | Annual Cash Incentive ($) (2) | Restricted Stock Unit Acceleration Gain ($) (3) | Legal Fee Reimbursement ($) (4) | Total ($) | ||||||||||||||||||||||
| $ | 800,000 | $ | 480,000 | $ | 1,487,298 | $ | 25,000 | $ | 2,792,298 | |||||||||||||||||
(1)Represents two times the base salary in effect at July 31, 2026.
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(2)Represents two times the target annual cash incentive amount in effect at July 31, 2026.
(3)Represents the closing market price of $94.27 on 15,777 unvested RSUs and PRSUs that would vest due to the change of control. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2024 award and target performance for the fiscal 2025 and 2026 awards.
(4)Represents the maximum reimbursement of legal fees allowed.
Russell R. Shaller
Mr. Shaller retired as the Company’s President and CEO and resigned from his position on the Company’s Board of Directors effective June 8, 2026, and remained employed by the Company through August 1, 2026. The Company entered into a written agreement with Mr. Shaller in connection with his retirement that provided for payment of his salary and benefits through August 1, 2026. In addition, Mr. Shaller will remain entitled to receive the cash bonus earned for the Company’s 2026 fiscal year, subject to an individual performance multiplier of 100%. He will also be entitled to retain all of his outstanding PRSUs and will vest in such awards to the extent the performance goals in effect for such awards are achieved, with vesting to be provided on a full, unadjusted basis. In addition, Mr. Shaller will retain all of his preexisting rights regarding any awards of stock options and RSUs and PRSUs (subject to the modification described above) outstanding in accordance with the equity plans and grant agreements governing such equity, including eligibility for “Retirement” treatment under such awards, if applicable.
Potential Payments Upon Termination Due to Death or Disability
In the event of termination due to death or disability, all unexercised, unexpired stock options would immediately vest and all restricted stock unit awards would immediately become unrestricted and fully vested. The following table shows the amount payable to the NEOs should this event occur on July 31, 2026.
| Name | Unvested RSUs and PRSUs as of July 31, 2026 | RSUs and PRSUs Acceleration Gain $ (1) | ||||||||||||
| V. Nargolwala | 65,382 | $ | 6,163,561 | |||||||||||
| A.E. Thornton | 34,284 | 3,231,953 | ||||||||||||
| O. Bojarski | 49,358 | 4,652,979 | ||||||||||||
| T.F. DeBruine | 17,667 | 1,665,468 | ||||||||||||
| A.T. Gorman | 15,777 | 1,487,298 | ||||||||||||
(1)Represents the closing market price of $94.27 on unvested RSUs and PRSUs awards that would vest due to death or disability. The restricted stock unit acceleration gain for PRSUs is based on the number of shares earned based on actual performance for the fiscal 2024 award and target performance for the fiscal 2025 and 2026 awards.
CEO Pay Ratio Disclosure
Summarized below is the ratio of the total compensation of our CEO, Vineet Nargolwala, to the total compensation of our median employee.
For our CEO, we used the total compensation for Mr. Nargolwala as reported in the Summary Compensation Table. However, because Mr. Nargolwala was appointed CEO on June 8, 2026, we annualized the amounts reported for him in the “Salary” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table to reflect the amounts he would have earned for fiscal 2026 if he had served as CEO for the entire fiscal year. The annualized base salary and annual cash incentive award values used in the pay ratio calculation were $1,000,000 and $2,125,000, respectively. Additionally, we used an approximate value of $100,000 for “All Other Compensation”. We did not annualize the amounts in the “Stock Awards” or “Options” columns of the Summary Compensation Table, as the amounts shown in these columns would have been similar had he been the CEO for the entire fiscal year.
For fiscal 2026:
•the median of the annual total compensation of all of our employees, other than the CEO, was $59,075; and
•the annualized total compensation of our CEO was $8,425,069.
Accordingly, the ratio of the CEO’s annual total compensation to the median of the annual total compensation of all other employees was approximately 143:1.
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For our median employee, we elected to use the same employee identified as the median employee in fiscal 2024 for calculating the pay ratio in fiscal 2026. There were no material changes in our employee population or compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosures since we identified the median employee for determination of the CEO pay ratio in fiscal 2024.
To identify our median in 2024, as well as to determine the annual total compensation of our median employee in 2026, we used the following methodology and assumptions:
•A measurement date of May 31, 2024 was used to identify our median employee, which is within three months of the Company’s fiscal 2024 year end. As of this date, the Company’s total employee population, excluding the CEO, consisted of 5,660 individuals, which comprised all full-time and part-time employees.
•The employee population consisted of 5,660 individuals, of which 1,577 were in the United States and 4,083 were outside of the United States.
•The Company used annual total cash compensation earned by our employees, as compiled from our payroll records, as the consistently applied compensation measure by which to determine the median employee. This reflects the principal forms of compensation delivered to all of our employees and is readily available in each country.
•We annualized the compensation of employees for the full fiscal year and for employees hired during the fiscal year.
•For employees outside of the United States, we used applicable currency exchange rates based on the average exchange rate over the period to convert all compensation data.
•Our median employee’s total compensation for 2026 was calculated in the same manner as total compensation for each of the NEOs within the Summary Compensation Table and includes contributions to health and welfare benefits.
Pay Versus Performance
The following Pay Versus Performance table summarizes compensation for our principal executive officers (“PEOs”) and the average compensation amounts to all other non-PEO NEOs as reported in the Summary Compensation Table (“SCT”) for the past five fiscal years, as well as amounts for Compensation Actually Paid (“CAP”) to these groups calculated and reported as required under new SEC disclosure requirements. The below table also includes the Company’s Total Shareholder Return (“TSR”) results, Peer Group TSR, net income and the Company selected performance measure - Operating Income . We have selected Operating Income as our primary financial measure we consider to be most important in linking performance to compensation actually paid as the Company’s overall NEO compensation structure is designed to drive profitable growth leading to long-term shareholder value creation.
| Pay Versus Performance Table (1) (2) (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (4) | Avg. Summary Compensation Table total for non-PEO NEOs ($) | Avg. Compensation Actually Paid to non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based On: | Net Income (in thousands) | Operating Income (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Year | Vineet Nargolwala | Russell R. Shaller | J. Michael Nauman | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)In fiscal 2026, Russell R. Shaller retired as the Company’s PEO effective June 8, 2026. Effective that same day, Vineet Nargolwala was appointed the Company’s new PEO. Compensation information is provided separately for each PEO.
(2)In fiscal 2022, J. Michael Nauman retired as the Company’s PEO effective April 1, 2022. Effective that same day, Russell R. Shaller was appointed the Company’s new PEO. Compensation information is provided separately for each PEO.
(3)The Company’s non-PEO NEOs for each fiscal year were as follows:
2026: Ann E. Thornton, Olivier Bojarski, Thomas F. DeBruine, and Andrew T. Gorman
2025: Ann E. Thornton, Olivier Bojarski, Thomas F. DeBruine, and Andrew T. Gorman
2024: Ann E. Thornton, Olivier Bojarski, Thomas F. DeBruine, and Andrew T. Gorman
2023: Ann E. Thornton, Olivier Bojarski, Bentley N. Curran, Andrew T. Gorman, Pascal Deman, and Aaron J. Pearce
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2022: Aaron J. Pearce, Bentley N. Curran, Pascal Deman, Andrew T. Gorman, and Helena R. Nelligan
(4)The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in the reconciliation tables below.
(5)The Peer Group TSR set forth in this table utilizes the S&P SmallCap 600 Industrials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities above. The comparison assumes $100 was invested for the period starting July 31, 2021, through the end of the listed year in the Company and in the S&P SmallCap 600 Industrials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
Reconciliation of PEO SCT Total to CAP Reconciliation
| Year | PEO Name | SCT Total | Less: Reported Value of Equity Awards (1) | Plus: Equity Award Adjustments (2) | CAP to PEO | |||||||||||||||||||||||||||
| 2026 | Vineet Nargolwala | $ | $ | $ | $ | |||||||||||||||||||||||||||
| 2026 | Russel R. Shaller | |||||||||||||||||||||||||||||||
| 2025 | Russel R. Shaller | |||||||||||||||||||||||||||||||
| 2024 | Russell R. Shaller | |||||||||||||||||||||||||||||||
| 2023 | Russell R. Shaller | |||||||||||||||||||||||||||||||
| 2022 | Russell R. Shaller | |||||||||||||||||||||||||||||||
| 2022 | J. Michael Nauman | |||||||||||||||||||||||||||||||
(1)The reported value of equity awards represents the grant date fair value of equity-based awards granted each year. The total of the amounts reported in this column are the totals from the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year.
(2)The equity award adjustments reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. These equity award adjustments are set forth in the PEO Equity Award Adjustments table below. For the equity values included in the below table, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
PEO Equity Award Adjustments
| Year | PEO Name | Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value of Awards Granted in Prior Years that were Forfeited During the Year | Incremental Fair Value of Awards Modified During the Year | Equity Award Adjustments | |||||||||||||||||||||||||||||||||||||
| 2026 | Vineet Nargolwala | $ | 6,122,370 | $ | — | $ | — | $ | — | $ | — | $ | ||||||||||||||||||||||||||||||||
| 2026 | Russell R. Shaller | 5,222,295 | 3,264,301 | 282,830 | — | 5,990,391 | ||||||||||||||||||||||||||||||||||||||
| 2025 | Russell R. Shaller | 5,076,737 | 764,246 | 4,002 | — | 190,962 | ||||||||||||||||||||||||||||||||||||||
| 2024 | Russell R. Shaller | 4,800,356 | 1,046,520 | 251,289 | — | — | ||||||||||||||||||||||||||||||||||||||
| 2023 | Russell R. Shaller | 1,097,234 | 278,966 | 84,400 | — | — | ||||||||||||||||||||||||||||||||||||||
| 2022 | Russell R. Shaller | 2,561,417 | (326,071) | (99,722) | — | — | ||||||||||||||||||||||||||||||||||||||
| 2022 | J. Michael Nauman | 1,854,533 | (1,058,794) | (385,483) | (343,202) | — | ||||||||||||||||||||||||||||||||||||||
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Reconciliation of non-PEO NEOs (average) SCT Total to CAP Reconciliation
| Year | SCT Total | Less: Reported Value of Equity Awards (1) | Plus: Equity Award Adjustments (2) | CAP to NEO (average) | ||||||||||||||||||||||
| 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||
(1)The reported value of equity awards represents the grant date fair value of equity-based awards granted each year. The total of the amounts reported in this column are the totals from the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable year.
(2)The equity award adjustments reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. These equity award adjustments are set forth in the PEO Equity Award Adjustments table below. For the equity values included in the below table, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Non-PEO NEOs (average) Equity Award Adjustments
| Year | Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value of Awards Granted in Prior Years that were Forfeited During the Year | Incremental Fair Value of Awards Modified During the Year | Equity Award Adjustments | ||||||||||||||||||||||||||||||||
| 2026 | $ | 1,437,777 | $ | 648,407 | $ | 45,841 | $ | — | $ | — | $ | |||||||||||||||||||||||||||
| 2025 | 628,028 | 162,548 | 7,436 | — | 8,524 | |||||||||||||||||||||||||||||||||
| 2024 | 639,487 | 167,092 | 30,229 | — | — | |||||||||||||||||||||||||||||||||
| 2023 | 217,810 | 12,409 | (8,435) | (108,981) | 264,955 | |||||||||||||||||||||||||||||||||
| 2022 | 307,242 | (128,663) | (50,433) | (43,263) | — | |||||||||||||||||||||||||||||||||
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Description of Relationship Between NEO CAP and Company TSR
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and the Company’s cumulative TSR over the five-year period from fiscal 2022 through fiscal 2026.
Description of Relationship Between NEO CAP and Net Income
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and our net income during fiscal 2022 through 2026.
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Description of Relationship Between NEO CAP and Operating Income
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and our operating income during fiscal 2022 through 2026.
Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR over the five-year period from 2021 through 2026 to that of the S&P SmallCap 600 Industrials Index.
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Fiscal 2026 Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs in fiscal 2026 to Company performance. The measures in this table are not ranked.
| Most Important Performance Measures | ||
Board of Directors Compensation
To ensure competitive compensation for the Board of Directors, compensation is reviewed every other year and market surveys prepared by various consulting firms and the National Association of Corporate Directors are reviewed by the Corporate Governance Committee and the Management Development and Compensation Committee, and they confer with the Board’s independent compensation consultant in making recommendations to the Board of Directors regarding director compensation. Directors who are employees of the Company receive no additional compensation for service on the Board or on any committee of the Board.
In fiscal 2026, the annual cash retainer paid to non-management directors was $72,500. Each member of the Audit Committee received an annual retainer of $15,000, and an additional annual retainer of $15,000 was paid to the Chair of the Audit Committee; each member of the Management Development and Compensation Committee received an annual retainer of $12,000, and an additional annual retainer of $12,000 was paid to the Chair; each member of the Corporate Governance and Technology Committees received an annual retainer of $10,000, and an additional annual retainer of $10,000 was paid to each committee chair; and each member of the Return of Capital Committee was paid $5,000. Non-management directors do not receive meeting fees. The annual cash retainers are pro-rated in situations where there are changes to committee members or committee chairs that take place during the fiscal year. Non-management directors are eligible to receive compensation of up to $1,000 per day for special assignments required by management or the Board of Directors, so long as the compensation does not impair independence and is approved by the Board as required. No such special assignment fees were paid in fiscal year 2026.
In fiscal 2026, the Chair of the Board, Bradley C. Richardson, was paid an annual fee of $100,000.
The Board has established stock ownership requirements for directors. The ownership requirement for each director is five times the annual Board retainer. Directors have five years to achieve their stock ownership requirements. All directors have met their stock ownership requirements.
Under the terms of the Brady Corporation 2023 Omnibus Incentive Stock Plan, 5,000,000 shares of the Company’s Class A Common Stock have been authorized for issuance to directors and employees. The Board has full and final authority to designate the non-management directors to whom awards will be granted, the date on which awards will be granted and the number of shares of stock covered by each grant.
On July 22, 2025, the Board approved an annual stock-based compensation award of $135,000 fair value of unrestricted shares of Class A Common Stock with a grant date fair value of $78.16 per share, for each non-management director, effective October 2, 2025.
Directors are also eligible to defer portions of their fees into the Brady Corporation Director Deferred Compensation Plan (“Director Deferred Compensation Plan”), the value of which is measured by the fair value of the underlying investments. The assets of the Director Deferred Compensation Plan are held in a Rabbi Trust and are invested by the trustee as directed by the participant in several investment funds as permitted by the Director Deferred Compensation Plan. The investment funds available include Brady Corporation Class A Nonvoting Common Stock and various mutual funds that are offered in the employee Matched 401(k) Plan. Directors may elect whether to receive their account balance following termination in a single lump sum payment or by means of distribution under an annual installment method. Distributions of the Brady Corporation Class A Nonvoting Common Stock are made in-kind; distributions of mutual funds are made in cash.
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Director Compensation Table — Fiscal 2026
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | |||||||||||||||||
| Patrick W. Allender | $ | 100,941 | $ | 135,065 | $ | 236,006 | ||||||||||||||
| David S. Bem | 109,500 | 135,065 | 244,565 | |||||||||||||||||
| Elizabeth P. Bruno | 120,360 | 135,065 | 255,425 | |||||||||||||||||
| Joanne Collins Smee | 107,360 | 135,065 | 242,425 | |||||||||||||||||
Deidre E. Cusack (2) | 61,875 | 135,065 | 196,940 | |||||||||||||||||
Anne De Greef-Safft (3) | 65,625 | 135,065 | 200,690 | |||||||||||||||||
Christopher M. Hix (4) | 54,610 | 135,065 | 189,675 | |||||||||||||||||
| Vineet Nargolwala | 70,875 | 135,065 | 205,940 | |||||||||||||||||
| Bradley C. Richardson | 222,860 | 135,065 | 357,925 | |||||||||||||||||
| Michelle E. Williams | 102,500 | 135,065 | 237,565 | |||||||||||||||||
(1)Represents the fair value of shares of Brady Corporation Class A Non-Voting Common Stock granted in fiscal 2026 as compensation for their services. The shares of unrestricted stock granted to the non-management directors were valued at the average of the high and low market price of $78.16 on October 2, 2025, for those non-management directors on the Board as of that grant date.
(2)Ms. Cusack resigned from the Board effective May 8, 2026.
(3)Ms. De Greef-Safft resigned from the Board effective May 8, 2026.
(4)Mr. Hix resigned from the Board effective March 31, 2026.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a) Security Ownership of Certain Beneficial Owners
The following table sets forth the current beneficial ownership of shareholders who are known by the Company to own more than five percent (5%) of any class of the Company’s voting shares on July 31, 2026. As of that date, nearly all of the voting stock of the Company was held by two trusts controlled by direct descendants of the Company’s founder, William H. Brady, as follows:
| Title of Class | Name and Address of Beneficial Owner | Amount of Beneficial Ownership | Percent of Ownership (2) | |||||||||||||||||
| Class B Common Stock | EBL GST Non-Exempt Stock B Trust (1) c/o Elizabeth P. Bruno 2002 S. Hawick Ct. Chapel Hill, NC 27516 | 1,769,304 | 50 | % | ||||||||||||||||
| William H. Brady III Living Trust dated November 1, 2013 (3) | 1,769,304 | 50 | % | |||||||||||||||||
| c/o William H. Brady III 249 Rosemont Ave. Pasadena, CA 91103 | ||||||||||||||||||||
(1)The trustee is Elizabeth P. Bruno, who has sole voting and dispositive power and who is the remainder beneficiary. Elizabeth Bruno is the great-granddaughter of William H. Brady and currently serves on the Company’s Board of Directors.
(2)An additional 20 shares are owned by a third trust with different trustees.
(3)William H. Brady III is grantor of this revocable trust and shares voting and dispositive powers with respect to these shares with his co-trustee. William H. Brady III is the grandson of William H. Brady.
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(b) Security Ownership of Management
The following table sets forth the current beneficial ownership of each class of equity securities of the Company by each director and NEO individually and by all directors and Officers of the Company as a group as of July 31, 2026. Unless otherwise noted, the address for each of the listed persons is c/o Brady Corporation, 6555 West Good Hope Road, Milwaukee, Wisconsin 53223. Except as otherwise indicated, all shares are owned directly.
| Title of Class | Name of Beneficial Owner & Nature of Beneficial Ownership | Amount of Beneficial Ownership (4)(5)(6) | Percent of Ownership | |||||||||||||||||
| Class A Common Stock | Elizabeth P. Bruno (1) | 911,959 | 2.1 | % | ||||||||||||||||
Russell R. Shaller (2) | 278,128 | 0.6 | % | |||||||||||||||||
Patrick W. Allender (3) | 139,154 | 0.3 | % | |||||||||||||||||
| Bradley C. Richardson | 81,080 | 0.2 | % | |||||||||||||||||
| Ann E. Thornton | 51,203 | 0.1 | % | |||||||||||||||||
| Vineet Nargolwala | 24,181 | 0.1 | % | |||||||||||||||||
| Michelle E. Williams | 23,846 | 0.1 | % | |||||||||||||||||
| Olivier Bojarski | 21,255 | * | ||||||||||||||||||
| David S. Bem | 17,621 | * | ||||||||||||||||||
| Andrew T. Gorman | 14,461 | * | ||||||||||||||||||
| Thomas F. DeBruine | 12,510 | * | ||||||||||||||||||
| Joanne Collins Smee | 11,170 | * | ||||||||||||||||||
| All Officers and Directors as a Group (12 persons) | 1,312,962 | 3.0 | % | |||||||||||||||||
| Class B Common Stock | Elizabeth P. Bruno (1) | 1,769,304 | 50.0 | % | ||||||||||||||||
* | Indicates less than one-tenth of one percent. | ||||
(1)Ms. Bruno’s holdings of Class A Common Stock include 575,000 shares owned by a trust for which she is a trustee and has sole dispositive and voting authority and 8,220 shares owned by trusts in which she is a co-trustee. Ms. Bruno’s holdings of Class B Common Stock include 1,769,304 shares owned by a trust over which she has sole dispositive and voting authority.
(2)Effective June 8, 2026, Mr. Shaller retired from his position as President and Chief Executive Officer of the Company. As such, he was no longer serving as an officer of the Company as of July 31, 2026.
(3)Mr. Allender’s holdings of Class A Common Stock include 37,486 shares owned by the Patrick and Deborah Allender Irrevocable Trust.
(4)The amount shown for all officers and directors individually and as a group (12 persons) includes options to acquire a total of 26,800 shares of Class A Common Stock, which are currently exercisable or will be exercisable within 60 days of July 31, 2026, including the following: Ms. Thornton, 21,787 shares; and Mr. DeBruine, 5,013 shares. It does not include other options for Class A Common Stock which have been granted at later dates and are not exercisable within 60 days of July 31, 2026.
(5)The amount shown for all officers and directors individually and as a group (12 persons) includes unvested restricted stock units to acquire 32,363 shares of Class A Common stock, which will vest within 60 days of July 31, 2026, including the following: Ms. Thornton, 11,545 units; Mr. Bojarski, 11,666 units; Mr. Gorman, 5,388 units; and Mr. DeBruine, 3,764 units; It does not include unvested restricted stock awards or restricted stock units to acquire Class A Common Stock which have been granted at later dates and will not vest within 60 days of July 31, 2026.
(6)The amount shown for all officers and directors individually and as a group (12 persons) includes Class A Common Stock owned in deferred compensation plans totaling 227,287 shares of Class A Common Stock, including the following: Ms. Bruno, 2,959 shares; Mr. Allender, 101,668 shares; Mr. Richardson, 80,345 shares; Mr. Nargolwala, 11,170 shares; Dr. Williams, 19,975 shares; and Ms. Collins Smee, 11,170 shares.
(c) Changes in Control
No arrangements are known to the Company, which may, at a subsequent date, result in a change of control of the Company.
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(d) Equity Compensation Plan Information
| As of July 31, 2026 | ||||||||||||||||||||
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||||||||||
| Equity compensation plans approved by security holders | 1,245,114 | $ | 55.85 | 4,460,495 | ||||||||||||||||
| Equity compensation plans not approved by security holders | None | None | None | |||||||||||||||||
| Total | 1,245,114 | $ | 55.85 | 4,460,495 | ||||||||||||||||
The Company’s equity compensation plan allows the granting of stock options, restricted stock, RSUs, and unrestricted stock to various officers, directors and other employees of the Company at prices equal to fair market value at the date of grant. The Company has reserved 5,000,000 shares of Class A Nonvoting Common Stock for issuance under the Brady Corporation 2023 Omnibus Incentive Stock Plan. Generally, options will not be exercisable until one year after the date of grant, and will be exercisable thereafter, to the extent of one-third per year and have a maximum term of ten years. Generally, RSUs vest one-third per year for the first three years.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Company annually solicits information from its directors in order to ensure there are no conflicts of interest. The information gathered annually is reviewed by the Company and if any transactions are not in accordance with the rules of the NYSE or are potentially in violation of the Company’s Corporate Governance Principles, the transactions are referred to the Corporate Governance Committee for approval or other action. Further, potential affiliated party transactions would be reported as a part of the Company’s quarterly disclosure process. In addition, pursuant to its charter, the Company’s Audit Committee periodically reviews reports and disclosures of insider and affiliated party transaction with the Company, if any. Furthermore, the Company’s directors are expected to be mindful of their fiduciary obligations to the Company and to report any potential conflicts to the Corporate Governance Committee for review. Based on the Company’s consideration of all relevant facts and circumstances, the Corporate Governance Committee will decide whether or not to approve such transactions and will approve only those transactions that are in the best interest of the Company. Additionally, the Company has processes in place to educate executives and employees about affiliated transactions. The Company maintains an anonymous hotline by which employees may report potential conflicts of interest such as affiliated party transactions.
In undertaking its review of potential related party transactions, the Board considered the commercial relationships of the Company, if any, with those entities that have employed the Company’s directors. The commercial relationships, which involved the purchase and sale of products on customary terms, did not exceed the maximum amounts proscribed by the director independence rules of the NYSE. Furthermore, the compensation paid to the Company’s directors by their employers was not linked in any way to the commercial relationships their employers had with the Company in fiscal 2026. After consideration of these factors, the Board concluded that none of the directors whose employers had a commercial relationship with the Company had a material interest in the transactions and the commercial relationships were not material to the Company. Based on these factors, the Company has determined that it does not have material related party transactions that affect the results of operations, cash flow or financial condition. The Company has also determined that no transactions occurred in fiscal 2026, or are currently proposed, that would require disclosure under Item 404 (a) of Regulation S-K.
See Item 10 above for a discussion of director independence.
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Item 14. Principal Accountant Fees and Services
The following table presents the aggregate fees incurred for professional services by Deloitte & Touche LLP and Deloitte Tax LLP during the years ended July 31, 2026 and 2025. Other than as set forth below, no professional services were rendered or fees billed by Deloitte & Touche LLP or Deloitte Tax LLP during the years ended July 31, 2026 and 2025.
| 2026 | 2025 | |||||||||||||
| (Dollars in thousands) | ||||||||||||||
| Audit, audit-related and tax compliance: | ||||||||||||||
Audit fees (1) | $ | 1,335 | $ | 1,402 | ||||||||||
| Tax fees — compliance | 479 | 550 | ||||||||||||
| Subtotal audit, audit-related and tax compliance fees | 1,814 | 1,952 | ||||||||||||
| Non-audit related: | ||||||||||||||
| Tax fees — planning and advice | 514 | 440 | ||||||||||||
| Subtotal non-audit related fees | 514 | 440 | ||||||||||||
| Total fees | $ | 2,328 | $ | 2,392 | ||||||||||
(1)Audit fees consist of professional services rendered for the audit of the Company’s annual financial statements, attestation of management’s assessment of internal control and reviews of the quarterly financial statements.
| 2026 | 2025 | |||||||||||||
| Ratio of Tax Planning and Advice Fees to Audit Fees, Audit-Related Fees and Tax Compliance Fees | 0.3 to 1 | 0.2 to 1 | ||||||||||||
Pre-Approval Policy — The services performed by the Independent Registered Public Accounting Firm (“Independent Auditors”) in fiscal 2026 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee. The policy requires the Audit Committee to pre-approve the audit and non-audit services performed by the Independent Auditors in order to assure that the provision of such services does not impair the auditor’s independence. All services performed for the Company by the Independent Auditor must be approved in advance by the Audit Committee. Any proposed services exceeding pre-approved cost levels also require specific pre-approval by the Audit Committee.
104
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 15 (a) — The following documents are filed as part of this report:
1) & 2) Consolidated Financial Statement Schedule -
Schedule II Valuation and Qualifying Accounts
All other schedules are omitted as they are not required, or the required information is shown in the consolidated financial statements or notes thereto.
3) Exhibits — See Exhibit Index at page 106 of this Form 10-K.
105
EXHIBIT INDEX
| Exhibit Number | Description | ||||
| 2.1 | |||||
| 2.2 | |||||
| 2.3 | |||||
| 2.4 | |||||
| 2.5 | |||||
| 2.6 | |||||
| 2.7 | |||||
| 3.1 | Restated Articles of Incorporation of Brady Corporation (1) | ||||
| 3.2 | |||||
| 4.1 | |||||
| 4.2 | Form of Indenture (1) | ||||
| *10.1 | |||||
| *10.2 | Brady Corporation BradyGold Plan, as amended (2) | ||||
| *10.3 | Executive Additional Compensation Plan, as amended (2) | ||||
| *10.4 | |||||
| *10.5 | |||||
| *10.6 | |||||
| *10.7 | |||||
| *10.8 | |||||
| 10.9 | Brady Corporation Automatic Dividend Reinvestment Plan (4) | ||||
| *10.10 | |||||
| *10.11 | |||||
| *10.12 | |||||
| *10.13 | |||||
| *10.14 | |||||
106
| *10.15 | |||||
| *10.16 | |||||
| *10.17 | |||||
| *10.18 | |||||
| *10.19 | |||||
| *10.20 | |||||
| 10.21 | |||||
| *10.22 | |||||
| *10.23 | |||||
| *10.24 | |||||
| *10.25 | |||||
| *10.26 | |||||
| *10.27 | |||||
| *10.28 | |||||
| *10.29 | |||||
| *10.30 | |||||
| *10.31 | |||||
| *10.32 | |||||
| *10.33 | |||||
| *10.34 | |||||
| *10.35 | |||||
| 19 | |||||
| 21 | |||||
| 23 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
107
| 97 | |||||
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Inline XBRL data (Contained in Exhibit 101) | ||||
| * | Management contract or compensatory plan or arrangement | ||||
(1)Incorporated by reference to Registrant’s Registration Statement No. 333-04155 on Form S-3
(2)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 1989
(3)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2019
(4)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 1992
(5)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2022
(6)Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 25, 2014
(7)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023
(8)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024
(9)Incorporated by reference to Registrant’s Current Report on Form 8-K filed April 21, 2026
(10)Incorporated by reference to Registrant’s Current Report on Form 8-K filed February 1, 2023
(11)Incorporated by reference to Registrant’s Current Report on Form 8-K filed June 18, 2026
(12)Incorporated by reference to Registrant’s Current Report on Form 8-K filed August 5, 2022
(13)Incorporated by reference to Registrant’s Current Report on Form 8-K filed September 19, 2025
(14)Incorporated by reference to Registrant’s Current Report on Form 8-K filed September 5, 2023
(15)Incorporated by reference to Registrant’s Current Report on Form 8-K filed March 16, 2022
(16)Incorporated by reference to Registrant’s Current Report on Form 8-K filed April 19, 2023
(17)Incorporated by reference to Registrant’s Current Report on Form 8-K filed May 30, 2024
(18)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020
(19)Incorporated by reference to Registrant’s Current Report on Form 8-K filed July 10, 2024
(20)Reserved
(21)Incorporated by reference to Registrant’s Current Report on Form 8-K filed June 11, 2026
(22)Reserved
(23)Incorporated by reference to Registrant’s Current Report on Form 8-K filed September 16, 2020
(24)Incorporated by reference to Registrant’s Current Report on Form 8-K filed June 21, 2021
(25)Reserved
(26)Reserved
(27)Incorporated by reference to Registrant’s Current Report on Form 8-K filed May 27, 2016
(28)Reserved
(29)Incorporated by reference to Registrant’s Current Report on Form 8-K filed December 31, 2012
(30)Incorporated by reference to Registrant’s Current Report on Form 8-K filed April 16, 2021
(31)Reserved
(32)Reserved
(33)Incorporated by reference to Registrant’s Current Report on Form 8-K filed July 14, 2016
(34)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2021
(35)Reserved
(36)Incorporated by reference to Registrant’s Current Report on Form 8-K filed May 26, 2021
(37)Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2018
(38)Reserved
108
Item 16. Form 10-K Summary
None.
BRADY CORPORATION AND SUBSIDIARIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
| Year ended July 31, | ||||||||||||||||||||
| Description | 2026 | 2025 | 2024 | |||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| Valuation accounts deducted in balance sheet from assets to which they apply — Accounts receivable — allowance for credit losses: | ||||||||||||||||||||
| Balances at beginning of period | $ | $ | $ | |||||||||||||||||
| Additions — Due to acquired businesses | ||||||||||||||||||||
| Additions (Deductions) — Charged to (reversal of) expense | ( | |||||||||||||||||||
| Deductions — Bad debts written off, net of recoveries | ( | ( | ( | |||||||||||||||||
| Balances at end of period | $ | $ | $ | |||||||||||||||||
| Inventory — Reserve for slow-moving inventory: | ||||||||||||||||||||
| Balances at beginning of period | $ | $ | $ | |||||||||||||||||
| Additions — Due to acquired businesses | ||||||||||||||||||||
| Additions (Deductions) — Charged to (reversal of) expense | ( | ( | ( | |||||||||||||||||
| Deductions — Inventory write-offs | ( | ( | ( | |||||||||||||||||
| Balances at end of period | $ | $ | $ | |||||||||||||||||
| Valuation allowances against deferred tax assets: | ||||||||||||||||||||
| Balances at beginning of period | $ | $ | $ | |||||||||||||||||
| Additions — Due to acquired businesses | ||||||||||||||||||||
| Additions — Charged to expense | ||||||||||||||||||||
| Deductions — Valuation allowances reversed/utilized | ( | ( | ( | |||||||||||||||||
| Balances at end of period | $ | $ | $ | |||||||||||||||||
109
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 3rd day of September 2026.
BRADY CORPORATION | ||||||||
| By: | /s/ ANN E. THORNTON | |||||||
| Ann E. Thornton | ||||||||
| Chief Financial Officer, Chief Accounting Officer and Treasurer | ||||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.*
| Signature | Title | |||||||
| /s/ VINEET NARGOLWALA | President and Chief Executive Officer; Director | |||||||
| Vineet Nargolwala | (Principal Executive Officer) | |||||||
| /s/ PATRICK W. ALLENDER | ||||||||
| Patrick W. Allender | Director | |||||||
| /s/ DAVID S. BEM | ||||||||
| David S. Bem | Director | |||||||
| /s/ ELIZABETH P. BRUNO | ||||||||
| Elizabeth P. Bruno | Director | |||||||
| /s/ JOANNE COLLINS SMEE | ||||||||
| Joanne Collins Smee | Director | |||||||
| /s/ BRADLEY C. RICHARDSON | ||||||||
| Bradley C. Richardson | Director | |||||||
| /s/ MICHELLE E. WILLIAMS | ||||||||
| Michelle E. Williams | Director | |||||||
| * | Each of the above signatures is affixed as of September 3, 2026. | ||||
110