Enerpac Tool(EPAC) - 2025 Q4 - Annual Report

PART I Item 1. Business Enerpac Tool Group Corp. is a global provider of industrial tools, services, technology, and solutions, primarily through its Industrial Tools & Services (IT&S) segment, focusing on high-pressure hydraulic tools and controlled force products - Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving customers in over 100 countries, with its core business in high pressure hydraulic tools and controlled force products[22] - The company operates with one reportable segment, Industrial Tools & Services (IT&S), designing, manufacturing, and distributing branded hydraulic and mechanical tools and providing services/tool rental to various industrial markets[22][27] - The long-term goal is to create sustainable shareholder returns through above-market organic growth, margin expansion via operational efficiency, strong cash flow generation, and disciplined capital deployment[24][25] - The ASCEND transformation program, completed as of August 31, 2024, aimed to accelerate organic growth, improve operational excellence, and drive SG&A efficiency, incurring total program costs of $75 million[26] - In fiscal 2025, 37% of net sales were from the United States, 28% from Europe, 13% from the Middle East, 11% from Asia, and 11% from other geographic areas, highlighting a significant international presence[33] Research and Development Costs (Millions USD) | Fiscal Year | R&D Costs (Millions USD) | | :---------- | :----------------------- | | 2025 | $14 | | 2024 | $12 | | 2023 | $9 | Order Backlogs (Millions USD) | Date | Order Backlog (Millions USD) | | :--------------- | :--------------------------- | | August 31, 2025 | $54 | | August 31, 2024 | $41 | Percentages of Sales by Fiscal Quarter | Quarter | 2025 | 2024 | | :---------------------------- | :--- | :--- | | Quarter 1 (September - November) | 24% | 24% | | Quarter 2 (December - February) | 24% | 23% | | Quarter 3 (March - May) | 26% | 26% | | Quarter 4 (June - August) | 27% | 27% | - The company had approximately 2,100 employees as of August 31, 2025, focusing on talent development, competitive compensation/benefits, and employee safety, with a Total Case Incident Rate (TCIR) of 0.54 in fiscal 2025[45][47][49] Item 1A. Risk Factors The company faces diverse risks including supply chain disruptions, economic instability, geopolitical conflicts, global tariffs, operational challenges, cybersecurity threats, strategic execution failures, and legal and regulatory compliance issues - Supply chain issues, including component shortages, increased costs, and delivery delays due to geopolitical conflicts, natural disasters, or freight capacity shortages, could adversely impact business and customer relationships[58][59][60] - Deterioration in domestic and international economies, particularly in cyclical industries like oil & gas, can reduce demand for products and services, affecting financial condition and growth strategy[61][62][63] - Uncertainty over global tariffs and trade restrictions may increase production costs, depress demand, and negatively affect financial results[64] - Cybersecurity vulnerabilities and sophisticated attacks pose risks to systems, networks, operations, and data, potentially leading to financial losses, reputational harm, and operational disruptions, exacerbated by generative AI technologies[68][69][70] - International operations expose the company to risks such as foreign currency fluctuations, adverse changes in foreign tax/regulatory requirements, political/economic instability, and difficulties in protecting intellectual property[74][75][79] - Failure to develop new products or gain market acceptance, and challenges in executing strategic acquisitions or realizing their planned benefits, could adversely affect competitive position and financial performance[80][81][82] - The company's substantial goodwill and other intangible assets ($337 million, 41% of total assets as of August 31, 2025) are subject to annual impairment testing, and future impairments could negatively affect financial condition[87] - Indebtedness could harm operating flexibility and competitive position, with variable rate debt exposing the company to increased interest expense from SOFR fluctuations[93][94][97] Item 1B. Unresolved Staff Comments There are no unresolved staff comments - The company has no unresolved staff comments[106] Item 1C. Cybersecurity Enerpac Tool Group has implemented a cybersecurity risk management program, integrated into its enterprise risk management, to protect critical systems and information, with Board oversight - The company has a cybersecurity risk management program, integrated into its overall enterprise risk management, designed to protect critical systems and information[107][108] - The program includes risk assessments, a dedicated security team, use of external experts, employee training, tabletop exercises, an incident response plan, and third-party risk management[116] - The Board's Audit Committee is responsible for oversight of cybersecurity and other information technology risks, receiving regular reports and updates from management[110][111] - Management, including the VP of Information Technology and Director of Information Security, is responsible for assessing and managing cybersecurity threats, informed by internal personnel, threat intelligence, and external consultants[113][114] Item 2. Properties As of August 31, 2025, Enerpac Tool Group operates 45 global facilities, mostly leased, for distribution, sales, manufacturing, and administration, primarily in the US, Netherlands, China, UK, and Spain Company Facilities as of August 31, 2025 | Segment | Number of Locations (Distribution/Sales/Manufacturing) | Number of Locations (Admin) | Total Locations | Owned (Thousand Sq Ft) | Leased (Thousand Sq Ft) | Total (Thousand Sq Ft) | | :---------------------- | :--------------------------------------------------- | :-------------------------- | :-------------- | :--------------------- | :---------------------- | :--------------------- | | Industrial Tools & Services | 10 | 33 | 43 | 207 | 1,009 | 1,216 | | Corporate and Other | 1 | 1 | 2 | — | 92 | 92 | | Total | 11 | 34 | 45 | 207 | 1,101 | 1,308 | - The company's largest facilities are located in the United States, the Netherlands, China, the United Kingdom, and Spain, with a presence in many other countries[117] Item 3. Legal Proceedings Enerpac Tool Group is involved in various legal proceedings, including product liability and contract disputes, for which reserves are recorded, and management expects no material adverse effect on financials - The company is a party to various legal proceedings, including product liability, breaches of contract, employment, and personal injury disputes[118] - Reserves for estimated losses are recorded when probable and reasonably estimable, and management believes the resolution of these contingencies will not have a material adverse effect on financial condition, results of operations, or cash flows[119] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable[120] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Enerpac Tool Group's Class A common stock trades on the NYSE under EPAC, with 781 shareholders as of September 30, 2025, and the company declared $0.04 per share dividends and executed significant share repurchases in fiscal 2025 and 2024 - The company's Class A common stock is traded on the New York Stock Exchange under the symbol EPAC[121] - As of September 30, 2025, there were 781 shareholders of record[121] Dividends Declared Per Share | Fiscal Year | Dividend Per Share | | :---------- | :----------------- | | 2025 | $0.04 | | 2024 | $0.04 | Share Repurchases and Retirement | Fiscal Year | Shares Repurchased | Amount (Millions USD) | | :---------- | :----------------- | :-------------------- | | 2025 | 1,699,200 | $68.7 | | 2024 | 1,309,466 | $38.4 | - As of August 31, 2025, 1,017,849 shares remained available for repurchase under the prior authorization, with a new $200 million share repurchase authorization approved on October 10, 2025, replacing the prior one[123][125] Cumulative 5-Year Total Return (August 31, 2020 = $100) | Index/Company | 8/20 | 8/21 | 8/22 | 8/23 | 8/24 | 8/25 | | :---------------------- | :------ | :------ | :------ | :------ | :------ | :------ | | Enerpac Tool Group Corp. | $100.00 | $121.23 | $93.65 | $126.72 | $199.76 | $205.28 | | Russell 2000 Index | $100.00 | $147.08 | $120.78 | $126.40 | $149.74 | $161.97 | | S&P 600 Industrial Index | $100.00 | $144.79 | $134.30 | $162.50 | $205.11 | $236.27 | Item 6. [Reserved] This item is reserved and contains no information - Item 6 is reserved[130] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis provides an overview of Enerpac Tool Group's financial performance and condition, highlighting 5% consolidated net sales growth in fiscal 2025, stable gross profit, increased operating profit, strong liquidity, and efficient working capital management Background and Business Update Enerpac Tool Group's core Industrial Tools & Services (IT&S) segment focuses on hydraulic and mechanical tools, aiming for sustainable shareholder returns through organic growth, margin expansion, strong cash flow, and disciplined capital allocation, with the ASCEND program completed in fiscal 2024 - The company's core business is the Industrial Tools & Service (IT&S) segment, providing branded hydraulic and mechanical tools and services to various industrial markets[131] - The business model focuses on above-market organic growth, margin expansion through operational efficiency, strong cash flow generation, and disciplined capital deployment[133] - The ASCEND transformation program, completed as of August 31, 2024, aimed to accelerate organic growth, improve operational excellence, and enhance SG&A efficiency[134][136] ASCEND Transformation Charges (Thousands USD) | Category | 2024 | 2023 | Program to Completion | | :------------------------------------- | :---- | :----- | :-------------------- | | ASCEND Expense in Cost of products sold | $1,018 | $924 | $1,948 | | ASCEND Expense in SG&A expenses | $6,029 | $34,495 | $54,134 | | Total ASCEND Expense | $7,047 | $35,419 | $56,082 | | Recorded with Restructuring charges | $7,843 | $7,719 | $18,612 | | Total ASCEND Transformation Charges | $14,890 | $43,138 | $74,694 | Historical Financial Data and Results of Operations Enerpac Tool Group reported consolidated net sales of $617 million in fiscal 2025, a 5% increase year-over-year, with consistent gross profit at 51% and increased operating profit to $133 million, driven by higher sales and lower SG&A Consolidated Statements of Earnings Data (Millions USD, except per share) | Metric | 2025 | % | 2024 | % | 2023 | % | | :------------------------------------ | :---- | :--- | :---- | :--- | :---- | :--- | | Total net sales | $617 | 100% | $590 | 100% | $598 | 100% | | Total cost of products sold | $305 | 49% | $288 | 49% | $303 | 51% | | Gross profit | $312 | 51% | $301 | 51% | $295 | 49% | | Selling, general and administrative expenses | $167 | 27% | $169 | 29% | $205 | 34% | | Amortization of intangible assets | $6 | 1% | $3 | 1% | $5 | 1% | | Restructuring charges | $6 | 1% | $7 | 1% | $7 | 1% | | Impairment & divestiture charges | — | —% | — | —% | $(6) | (1)% | | Operating profit | $133 | 22% | $122 | 21% | $84 | 14% | | Financing costs, net | $10 | 2% | $14 | 2% | $12 | 2% | | Other expense, net | $3 | 0% | $3 | 1% | $3 | —% | | Earnings before income tax expense | $121 | 20% | $106 | 18% | $69 | 12% | | Income tax expense | $28 | 5% | $23 | 4% | $15 | 3% | | Net earnings from continuing operations | $93 | 15% | $82 | 14% | $54 | 9% | | Depreciation | $2 | | $2 | | $1 | | | Capital expenditures | $19 | | $11 | | $9 | | - Consolidated net sales for fiscal 2025 increased by 5% to $617 million, with a 1% favorable impact from foreign currency and a 3% favorable impact from the DTA acquisition, resulting in approximately 1% organic sales growth[138] - Gross profit as a percentage of sales remained consistent at approximately 51% in fiscal 2025 and 2024[139][141] - Operating profit for fiscal 2025 increased by $11 million to $133 million, driven by higher gross profit from incremental sales and lower SG&A as a percentage of revenue[139] IT&S Segment Results (Millions USD) | Metric | 2025 | 2024 | 2023 | | :--------------- | :------ | :------ | :------ | | Net Sales | $596 | $571 | $555 | | Operating Profit | $164 | $153 | $136 | | Operating Profit % | 27.5 % | 26.8 % | 24.5 % | - IT&S segment net sales increased by 4% to $596 million in fiscal 2025, with organic sales growth of approximately 1% primarily from strong performance in the Americas and APAC regions[144] - Corporate expenses were $36 million in fiscal 2025, flat compared to fiscal 2024, which saw a $27 million decrease from fiscal 2023 due to reduced ASCEND charges[148][149] - Net financing costs decreased to $10 million in fiscal 2025 from $14 million in fiscal 2024, due to lower debt balances and interest rates[150] Income Tax Expense and Effective Tax Rate (Thousands USD) | Metric | 2025 | 2024 | 2023 | | :----------------------------- | :-------- | :-------- | :-------- | | Earnings before income tax expense | $120,729 | $105,519 | $68,898 | | Income tax expense | $27,980 | $23,312 | $15,249 | | Effective income tax rate | 23.2 % | 22.1 % | 22.1 % | - The fiscal 2025 effective tax rate was 23.2%, slightly higher than the 21% statutory rate due to state income taxes and higher foreign tax rates, partially offset by one-time tax benefits[151] Liquidity and Capital Resources Enerpac Tool Group's cash and cash equivalents were $152 million at August 31, 2025, with cash flow from operations increasing by $30 million to $111 million, while investing and financing activities increased cash usage due to acquisitions and share repurchases, maintaining adequate liquidity Cash and Cash Equivalents (Millions USD) | Date | Total Cash & Equivalents | | :--------------- | :----------------------- | | August 31, 2025 | $152 | | August 31, 2024 | $167 | - At August 31, 2025, $105 million of cash was held by foreign subsidiaries and $47 million domestically[153] Cash Flow Summary (Millions USD) | Activity | 2025 | 2024 | 2023 | | :----------------------------- | :---- | :---- | :---- | | Cash provided by operating activities | $111 | $81 | $78 | | Cash (used in) investing activities | $(46) | $(14) | $11 | | Cash used in financing activities | $(81) | $(56) | $(53) |\ | Effect of exchange rate changes on cash | $1 | $2 | $(2) |\ | Net (decrease) increase from cash and cash equivalents | $(16) | $13 | $34 | - The $30 million increase in cash flow from operations in fiscal 2025 was due to higher earnings, lower annual incentive compensation payments, and non-recurrence of legal settlement payments[153] - Increased cash used in investing activities in fiscal 2025 ($46 million) was primarily due to the $27 million DTA acquisition and increased capital expenditures for the new headquarters[153] - Cash used in financing activities increased to $81 million in fiscal 2025, mainly driven by increased share repurchases[153] - The company has a $600 million Senior Credit Facility, with $399 million available for borrowing at August 31, 2025, and was in compliance with all covenants[155] Primary Working Capital (Millions USD) | Component | August 31, 2025 | PWC % | August 31, 2024 | PWC % | | :------------------------- | :-------------- | :---- | :-------------- | :---- | | Accounts receivable, net | $106 | 16% | $104 | 16% | | Inventory, net | $79 | 12% | $73 | 12% | | Accounts payable | $(43) | (6)% | $(43) | (7)% | | Net primary working capital | $142 | 21% | $134 | 21% | - Capital expenditures increased to $19 million in fiscal 2025, primarily for the new headquarters in Milwaukee, Wisconsin[159] Critical Accounting Estimates Enerpac Tool Group's critical accounting estimates involve significant management judgment and assumptions for credit losses, inventory valuation, goodwill impairment, business combinations, defined benefit plans, and income taxes - Critical accounting estimates include allowance for credit losses, inventory valuation, goodwill and indefinite-lived intangible asset impairment, business combinations and purchase accounting, defined benefit plans, and income taxes[166] - Accounts receivable, net was $106 million at August 31, 2025, with a $4 million allowance for credit losses, representing management's best estimate of uncollectible amounts[167] - A portion of U.S. owned inventory (47% in 2025) is valued using the LIFO method; if not used, inventory balances would be $18 million higher at August 31, 2025[169] - Goodwill and indefinite-lived intangibles are tested annually for impairment; no impairment charges were recorded in fiscal 2025 or 2024[170][172][173] - Business combinations, such as the DTA acquisition, involve significant judgment in valuing acquired assets (e.g., developed technology using relief from royalty method) and liabilities (e.g., earn-out payments using Black-Scholes model)[175][176][177] - Defined benefit plans rely on actuarial assumptions like discount rates (5.2% for domestic plans in 2025) and expected return on plan assets (6.2% for domestic plans in 2025)[178] - Income tax estimates require judgment for the annual effective tax rate, deferred tax assets/liabilities, and valuation allowances, impacted by foreign jurisdictions and tax planning[180][181] Item 7A. Quantitative and Qualitative Disclosures About Market Risk Enerpac Tool Group is exposed to market risks from changes in interest rates, foreign currency exchange rates, and commodity costs, which are managed through interest-rate swaps, foreign currency hedges, and passing cost increases to customers - The company is exposed to market risks related to changes in interest rates, foreign currency exchange rates, and commodity costs[182] - Interest rate risk: $190 million of term-loan debt bears variable interest based on SOFR. An interest-rate swap converts $60 million of this to a fixed rate. A 10% increase in variable-rate debt costs would increase financing costs by $1 million in fiscal 2025[183] - Foreign currency risk: Significant non-U.S. operations expose the company to foreign currency risk. Hedging transactions, including foreign currency exchange contracts and net investment hedges, are used to mitigate adverse impacts[184][185][186] - Commodity risk: Raw materials like steel and plastic resin are subject to price fluctuations. The company aims to pass these increases to customers to maintain profit margins[187] Item 8. Financial Statements and Supplementary Data This section presents Enerpac Tool Group's audited consolidated financial statements for fiscal years 2023-2025, including statements of earnings, balance sheets, and cash flows, with an unqualified auditor's opinion and a critical audit matter regarding the DTA acquisition valuation Report of Independent Registered Public Accounting Firm Ernst & Young LLP issued an unqualified opinion on Enerpac Tool Group's consolidated financial statements and internal control over financial reporting, noting a critical audit matter concerning the complex valuation of the DTA acquisition's earn-out and intangible assets - Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements for the three years ended August 31, 2025, and on the effectiveness of internal control over financial reporting as of August 31, 2025[193][194][205] - A critical audit matter concerned the valuation of the potential earn-out (€2.3 million) and acquired intangible assets ($15.0 million, primarily developed technology) from the DTA acquisition, due to significant estimation uncertainty in forecasted financial objectives and valuation assumptions[198][199] Consolidated Financial Statements The consolidated financial statements show net earnings from continuing operations of $92.7 million in fiscal 2025, total net sales of $616.9 million, total assets of $827.9 million, and cash provided by operating activities of $111.3 million Consolidated Statements of Earnings (Thousands USD) | Metric | 2025 | 2024 | 2023 | | :------------------------------------ | :-------- | :-------- | :-------- | | Total net sales | $616,899 | $589,510 | $598,204 | | Gross profit | $311,829 | $301,011 | $295,039 | | Operating profit | $133,471 | $121,587 | $83,922 | | Net earnings from continuing operations | $92,749 | $82,207 | $53,649 | | Net earnings | $92,749 | $85,749 | $46,561 | | Diluted EPS from continuing operations | $1.70 | $1.50 | $0.94 | Consolidated Balance Sheets (Thousands USD) | Asset/Liability/Equity | August 31, 2025 | August 31, 2024 | | :------------------------------ | :-------------- | :-------------- | | Total current assets | $376,118 | $372,258 | | Property, plant and equipment, net | $53,275 | $40,285 | | Goodwill | $289,787 | $269,597 | | Other intangible assets, net | $46,942 | $36,058 | | Total assets | $827,867 | $777,328 | | Total current liabilities | $137,102 | $129,393 | | Long-term debt, net | $182,168 | $189,503 | | Total liabilities | $394,173 | $385,349 | | Total shareholders' equity | $433,694 | $391,979 | Consolidated Statements of Cash Flows (Thousands USD) | Activity | 2025 | 2024 | 2023 | | :-------------------------------------- | :-------- | :-------- | :-------- | | Cash provided by operating activities | $111,284 | $81,319 | $77,603 | | Cash (used in) investing activities | $(46,001) | $(13,946) | $11,342 | | Cash used in financing activities | $(81,457) | $(56,266) | $(53,130) |\ | Net (decrease) increase from cash and cash equivalents | $(15,536) | $12,679 | $33,716 | | Cash and cash equivalents - end of period | $151,558 | $167,094 | $154,415 | Consolidated Statements of Comprehensive Income (Thousands USD) | Metric | 2025 | 2024 | 2023 | | :------------------------------------ | :-------- | :-------- | :-------- | | Net earnings | $92,749 | $85,749 | $46,561 | | Total other comprehensive income, net of tax | $12,264 | $4,812 | $13,751 | | Comprehensive income | $105,013 | $90,561 | $60,312 | Notes to Consolidated Financial Statements The notes detail significant accounting policies, ASCEND program costs, fiscal 2025 restructuring costs, the DTA acquisition's impact on goodwill and intangibles, debt structure, employee benefits, income taxes, and share repurchases - Inventories are valued using LIFO for approximately 47.3% of U.S. owned inventory in fiscal 2025; if not used, inventory balances would be $18.1 million higher[232] Property, Plant and Equipment, Net (Thousands USD) | Category | August 31, 2025 | August 31, 2024 | | :---------------------------- | :-------------- | :-------------- | | Land, buildings and improvements | $27,272 | $14,670 | | Machinery and equipment | $152,138 | $145,604 | | Gross property, plant and equipment | $179,410 | $160,274 | | Less: Accumulated depreciation | $(126,135) | $(119,989) |\ | Property, plant and equipment, net | $53,275 | $40,285 | - The ASCEND transformation program was completed as of August 31, 2024, with total program costs of $74.7 million, including $18.6 million in restructuring charges[266] - In fiscal 2025, the company incurred $5.9 million in restructuring costs, primarily related to personnel actions and former headquarters, with liabilities for severance generally paid within twelve months[272] - The acquisition of DTA The Smart Move, S.A. on September 4, 2024, for an initial $26.7 million (plus potential earn-out of €12.0 million) resulted in $14.7 million in goodwill and $15.0 million in intangible assets (developed technology, customer relationships, tradenames)[274][275] Goodwill by Operating Segment (Thousands USD) | Segment | August 31, 2023 | August 31, 2024 | August 31, 2025 | | :------ | :-------------- | :-------------- | :-------------- | | IT&S | $255,285 | $258,388 | $278,578 | | Other | $11,209 | $11,209 | $11,209 | | Total | $266,494 | $269,597 | $289,787 | Amortizable and Indefinite-Lived Intangible Assets (Thousands USD) | Category | August 31, 2025 Net Book Value | August 31, 2024 Net Book Value | | :------------------------ | :----------------------------- | :----------------------------- | | Customer relationships | $10,972 | $10,052 | | Patents | $1,397 | $508 | | Developed Technology | $8,814 | — | | Trademarks and tradenames | $4,191 | $456 | | Indefinite lived tradenames | $21,568 | $25,042 | | Total | $46,942 | $36,058 | - The company's Senior Credit Facility, refinanced in September 2022, includes a $400 million revolving line of credit and a $200 million term loan maturing in September 2027. At August 31, 2025, $190.0 million was outstanding on the term loan and $399.2 million was available on the revolver[283][285] - The company repurchased and retired 1,699,200 shares for $68.7 million in fiscal 2025 and 1,309,466 shares for $38.4 million in fiscal 2024[323] Earnings Per Share (Continuing Operations) | Metric | 2025 | 2024 | 2023 | | :----- | :---- | :---- | :---- | | Basic | $1.72 | $1.51 | $0.95 | | Diluted | $1.70 | $1.50 | $0.94 | Net Sales by Geographic Region (Thousands USD) | Region | 2025 | 2024 | 2023 | | :---------------------- | :-------- | :-------- | :-------- | | United States of America | $229,026 | $220,689 | $231,093 | | United Kingdom | $36,933 | $36,290 | $34,085 | | Germany | $29,532 | $34,700 | $29,926 | | Saudi Arabia | $26,699 | $23,113 | $25,762 | | Brazil | $25,170 | $22,769 | $20,523 | | Canada | $25,010 | $19,248 | $29,643 | | Australia | $23,382 | $22,165 | $28,607 | | China | $17,658 | $16,258 | $14,081 | | Netherlands | $17,525 | $15,737 | $11,044 | | All Other | $185,964 | $178,541 | $173,440 | | Total | $616,899 | $589,510 | $598,204 | - The company has an ongoing Dutch investigation related to sales in the Crimea region, which potentially violated EU sanctions. An expense was recorded in fiscal 2021, and management believes the ultimate outcome will not have a material adverse effect[340][342] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosure - There were no changes in or disagreements with accountants on accounting and financial disclosure[345] Item 9A. Controls and Procedures Enerpac Tool Group's management concluded that disclosure controls and internal control over financial reporting were effective as of August 31, 2025, with no material changes during the fourth quarter of fiscal 2025 - The company's disclosure controls and procedures were effective as of August 31, 2025[346] - Management concluded that the company's internal control over financial reporting was effective as of August 31, 2025, based on the COSO framework[347] - Ernst & Young, LLP audited and provided an unqualified opinion on the company's internal control over financial reporting[349] - No material changes in internal control over financial reporting occurred during the fourth quarter of fiscal 2025[350] Item 9B. Other Information During the three months ended August 31, 2025, no directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended August 31, 2025[351] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[352] PART III Item 10. Directors; Executive Officers and Corporate Governance Information regarding the company's directors, executive officers, corporate governance, Audit Committee, and Section 16(a) reports is incorporated by reference from the 2026 Annual Meeting Proxy Statement - Information on directors, executive officers, corporate governance, and the Audit Committee is incorporated by reference from the 2026 Annual Meeting Proxy Statement[354] - The company has a code of ethics for its senior executive team and an insider trading policy, both available on its website[355][356] Item 11. Executive Compensation Information on executive compensation is incorporated by reference from the 2026 Annual Meeting Proxy Statement - Executive compensation information is incorporated by reference from the 2026 Annual Meeting Proxy Statement[357] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners and management, as well as equity compensation plan information, is incorporated by reference from the 2026 Annual Meeting Proxy Statement - Information on security ownership and equity compensation plans is incorporated by reference from the 2026 Annual Meeting Proxy Statement[358] Item 13. Certain Relationships and Related Transactions, and Director Independence Information concerning certain relationships, related party transactions, and director independence is incorporated by reference from the 2026 Annual Meeting Proxy Statement - Information on certain relationships, related party transactions, and director independence is incorporated by reference from the 2026 Annual Meeting Proxy Statement[359] Item 14. Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2026 Annual Meeting Proxy Statement - Information on principal accountant fees and services is incorporated by reference from the 2026 Annual Meeting Proxy Statement[360] PART IV Item 15. Exhibits and Financial Statement Schedules This section lists all documents filed as part of the report, including consolidated financial statements, financial statement schedules, and a comprehensive list of exhibits, such as organizational documents and certifications - The report includes consolidated financial statements and financial statement schedules as listed in Item 8[362] - A comprehensive list of exhibits is provided, incorporating by reference various legal and corporate documents, including the Credit Agreement, compensation plans, and certifications[362][363][364][365][366] Item 16. Form 10-K Summary This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[367]