MTD 8-K

Mettler Toledo International Inc/ (MTD)

8-K 2026-02-05 For: 2026-02-05

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Added on April 12, 2026

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☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MTD	New York Stock Exchange


•						It excludes amortization expense. Because this item is recurring, any measure that excludes amortization expense has material limitations.
•						It does not include interest expense. Because Mettler-Toledo has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and has assisted Mettler-Toledo in generating revenue. Therefore any measure that excludes interest expense has material limitations.
•						It excludes restructuring charges. Because restructuring charges are a component of operating income under U.S. GAAP, any measure that excludes restructuring charges, has material limitations.
•						It excludes other charges (income), net. Because other charges (income), net is a component of operating income under U.S. GAAP, any measure that excludes other charges (income), net, has material limitations.


•						It includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment, which are not considered to be components of net cash provided by operating activities under U.S. GAAP. Therefore any measure that includes proceeds from the sale of property, plant and equipment and purchases of property, plant and equipment has material limitations.
•						It excludes restructuring, acquisition transaction cost payments, and tax reform payments which is considered to be a component of net cash provided by operating activities under U.S. GAAP. Therefore any measure that excludes these items has material limitations.



		Three months ended				Three months ended
		December 31, 2025			% of sales	December 31, 2024		% of sales

Net sales		$	1,129,735	(a)	100.0	$	1,045,127	100.0
Cost of sales		454,300			40.2	405,812		38.8
Gross profit		675,435			59.8	639,315		61.2

Research and development		52,599			4.7	50,054		4.8
Selling, general and administrative		259,826			23.0	237,340		22.7
Amortization		19,673			1.8	18,220		1.8
Interest expense		17,388			1.5	17,850		1.7
Restructuring charges		4,572			0.4	2,147		0.2
Other charges (income), net		(7,697)			(0.7)	(843)		(0.1)
Earnings before taxes		329,074			29.1	314,547		30.1

Provision for taxes		43,309			3.8	62,246		6.0
Net earnings		$	285,765		25.3	$	252,301	24.1

Basic earnings per common share:
Net earnings		$	14.02			$	12.00
Weighted average number of common shares		20,380,453				21,024,024

Diluted earnings per common share:
Net earnings		$	13.98			$	11.96
Weighted average number of common and common equivalent shares		20,444,484				21,101,360

Note:
(a)	Local currency sales increased 5% as compared to the same period in 2024.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING PROFIT

		Three months ended				Three months ended
		December 31, 2025			% of sales	December 31, 2024		% of sales

Earnings before taxes		$	329,074			$	314,547
Amortization		19,673				18,220
Interest expense		17,388				17,850
Restructuring charges		4,572				2,147
Other charges (income), net		(7,697)				(843)
Adjusted operating profit		$	363,010	(b)	32.1	$	351,921	33.7

Note:
(b)	Adjusted operating profit increased 3% as compared to the same period in 2024.


Date of Report (Date of earliest event reported):			February 5, 2026


(Former name or former address, if changed since last report.)



		Twelve months ended				Twelve months ended
		December 31, 2025			% of sales	December 31, 2024		% of sales

Net sales		$	4,026,399	(a)	100.0	$	3,872,361	100.0
Cost of sales		1,635,753			40.6	1,546,778		39.9
Gross profit		2,390,646			59.4	2,325,583		60.1

Research and development		199,373			5.0	189,357		4.9
Selling, general and administrative		998,314			24.8	936,303		24.2
Amortization		74,469			1.8	72,869		1.9
Interest expense		68,515			1.7	74,631		1.9
Restructuring charges		17,868			0.4	19,771		0.5
Other charges (income), net		(16,802)			(0.4)	(4,571)		(0.1)
Earnings before taxes		1,048,909			26.1	1,037,223		26.8

Provision for taxes		179,716			4.5	174,083		4.5
Net earnings		$	869,193		21.6	$	863,140	22.3

Basic earnings per common share:
Net earnings		$	42.17			$	40.67
Weighted average number of common shares		20,610,189				21,221,839

Diluted earnings per common share:
Net earnings		$	42.05			$	40.48
Weighted average number of common and common equivalent shares		20,671,708				21,320,641

Note:
(a)	Local currency sales increased 3% as compared to the same period in 2024.

RECONCILIATION OF EARNINGS BEFORE TAXES TO ADJUSTED OPERATING PROFIT

		Twelve months ended				Twelve months ended
		December 31, 2025			% of sales	December 31, 2024		% of sales

Earnings before taxes		$	1,049			$	1,037,223
Amortization		74,469				72,869
Interest expense		68,515				74,631
Restructuring charges		17,868				19,771
Other charges (income), net		(16,802)				(4,571)
Adjusted operating profit		$	1,193	(b)	29.6	$	1,199,923	31.0

Note:
(b)	Adjusted operating profit decreased 1% as compared to the same period in 2024.



	December 31, 2025		December 31, 2024

Cash and cash equivalents	$	66,888	$	59,362
Accounts receivable, net	778,243		687,112
Inventories	387,228		342,274
Other current assets and prepaid expenses	130,308		105,158
Total current assets	1,362,667		1,193,906

Property, plant and equipment, net	845,636		770,280
Goodwill and other intangible assets, net	1,018,135		926,057
Other non-current assets	486,208		349,756
Total assets	$	3,712,646	$	3,239,999

Short-term borrowings and maturities of long-term debt	$	63,931	$	182,623
Trade accounts payable	266,628		215,843
Accrued and other current liabilities	867,557		769,727
Total current liabilities	1,198,116		1,168,193

Long-term debt	2,088,241		1,831,265
Other non-current liabilities	449,925		367,431
Total liabilities	3,736,282		3,366,889

Shareholders’ equity	(23,636)		(126,890)
Total liabilities and shareholders’ equity	$	3,712,646	$	3,239,999


	Three months ended				Twelve months ended
	December 31,				December 31,
	2025		2024		2025		2024
Cash flow from operating activities:
Net earnings	$	285,765	$	252,301	$	869,193	$	863,140
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation	13,092		12,643		51,141		50,352
Amortization	19,673		18,220		74,469		72,869
Deferred tax provision (benefit)	22,598		(155)		17,471		(5,216)
Share-based compensation	6,485		6,357		22,512		19,979
One-time non-cash discrete tax benefit	(13,685)		—		(13,685)		(22,982)
Increase (decrease) in cash resulting from changes in
operating assets and liabilities	(108,343)		(23,179)		(65,329)		(9,796)
Net cash provided by operating activities	225,585		266,187		955,772		968,346
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	—		898		—		1,631
Purchase of property, plant and equipment	(41,504)		(41,276)		(107,124)		(103,898)
Proceeds from government funding	6,170		—		6,170		—
Acquisitions	(18,411)		(7,618)		(93,839)		(10,091)
Other investing activities	13,340		(3,056)		919		(7,104)
Net cash used in investing activities	(40,405)		(51,052)		(193,874)		(119,462)
Cash flows from financing activities:
Proceeds from borrowings	438,015		594,916		1,996,222		2,156,565
Repayments of borrowings	(499,825)		(598,429)		(1,974,762)		(2,175,291)
Proceeds from exercise of stock options	21,414		1,380		32,273		23,719
Repurchases of common stock	(143,749)		(212,500)		(799,995)		(849,997)
Payments of excise tax on repurchases of common stock	(7,750)		(8,089)		(7,750)		(8,089)
Other financing activities	(241)		(971)		(1,161)		(2,884)
Net cash used in financing activities	(192,136)		(223,693)		(755,173)		(855,977)

Effect of exchange rate changes on cash and cash equivalents	4,779		(3,654)		801		(3,352)

Net increase (decrease) in cash and cash equivalents	(2,177)		(12,212)		7,526		(10,445)
Cash and cash equivalents:
Beginning of period	69,065		71,574		59,362		69,807
End of period	$	66,888	$	59,362	$	66,888	$	59,362

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW
	Three months ended				Twelve months ended
	December 31,				December 31,
	2025		2024		2025		2024
Net cash provided by operating activities	$	225,585	$	266,187	$	955,772	$	968,346
Payments in respect of restructuring activities	3,988		3,986		13,404		23,752
Payments for acquisition transaction costs	—		—		901		—
Transition tax payment	—		—		13,404		10,723
Proceeds from sale of property, plant and equipment	—		898		—		1,631
Purchase of property, plant and equipment, net	(41,504)		(41,276)		(107,124)		(103,898)
Adjusted free cash flow	$	188,069	$	229,795	$	877,535	$	900,554


SALES GROWTH BY DESTINATION
(unaudited)

					Americas			Europe	Asia/RoW			Total

U.S. Dollar Sales Growth
	Three Months Ended December 31, 2025				7%			12%	5%			8%
	Twelve Months Ended December 31, 2025				5%			6%	2%			4%

Local Currency Sales Growth
	Three Months Ended December 31, 2025				7%			4%	4%			5%
	Twelve Months Ended December 31, 2025				5%			1%	2%			3%
Note:
(a)	Net sales growth in local currency excluding acquisitions was 4%, including growth of 4% in the Americas, for the three months ended December 31, 2025.
(b)	The Company estimates net sales growth in local currency was 4% excluding acquisitions and the impact from delayed fourth quarter 2023 shipments that benefited first quarter 2024 sales, and by geographic destination increased by 4% in the Americas, 3% in Europe and 3% in Asia/Rest of World for the twelve months ended December 31, 2025.
RECONCILIATION OF DILUTED EPS AS REPORTED TO ADJUSTED DILUTED EPS
(unaudited)

		Three months ended							Twelve months ended
		December 31,							December 31,
		2025			2024			% Growth	2025			2024			% Growth

EPS as reported, diluted		$	13.98		$	11.96		17%	$	42.05		$	40.48		4%

Purchased intangible amortization, net of tax		0.28		(a)	0.24		(a)		1.02		(a)	0.94		(a)
Restructuring charges, net of tax		0.18		(b)	0.09		(b)		0.70		(b)	0.76		(b)
Acquisition costs, net of tax		(0.14)		(c)					(0.09)		(c)
Income tax expense		(0.94)		(d)	0.12		(d)		(0.95)		(d)	(1.07)		(d)

Adjusted EPS, diluted		$	13.36		$	12.41		8%	$	42.73		$	41.11		4%

Notes:
(a)	Represents the EPS impact of purchased intangibles amortization of $7.5 million ($5.7 million net of tax) and $6.4 million ($5.0 million net of tax) for the three months ended December 31, 2025 and 2024, respectively, and of $27.3 million ($21.1 million net of tax) and $25.9 million ($20.1 million net of tax) for the twelve months ended December 31, 2025 and 2024, respectively.
(b)	Represents the EPS impact of restructuring charges of $4.6 million ($3.7 million after tax) and $2.1 million ($1.7 million after tax) for the three months ended December 31, 2025 and 2024, respectively, and of $17.9 million ($14.5 million after tax) and $19.8 million ($16.0 million after tax) for the twelve months ended December 31, 2025 and 2024, respectively, which primarily include employee related costs; and other costs of $0.3 million ($0.3 million after tax) for the three and twelve months ended December 31, 2024.
(c)	Represents the EPS impact of a net benefit of $4.4 million ($3.6 million net of tax) related to contingent consideration associated with previous acquisitions less acquisition transaction costs of $0.9 million ($0.7 million net of tax) and $2.2 million ($1.7 million net of tax) for the three and twelve months ended December 31, 2025, respectively.
(d)	Represents the EPS impact of the difference between our quarterly and estimated annual tax rate before non-recurring discrete items during the three months ended December 31, 2025 and 2024 due to the timing of excess tax benefits associated with stock option exercises. Also includes a reported EPS reduction of $0.95 for the three and twelve months ended December 31, 2025 and $1.07 for the twelve months ended December 31, 2024, respectively, for non-cash discrete tax benefits resulting from the reduction of uncertain tax position liabilities and valuation allowance related to the settlement of tax audits.


FOR IMMEDIATE RELEASE						Exhibit 99.1