Lennox International(LII) - 2025 Q3 - Quarterly Report

Part I Item 1. Financial Statements Presents unaudited consolidated financial statements, including balance sheets, income, comprehensive income, equity, and cash flows, with detailed notes Consolidated Balance Sheets Consolidated Balance Sheets (Millions) | Metric | Sep 30, 2025 (Millions) | Dec 31, 2024 (Millions) | | :-------------------------------- | :---------------------- | :---------------------- | | Total Assets | $3,524.6 | $3,471.8 | | Total Current Assets | $1,898.0 | $1,884.2 | | Cash and cash equivalents | $52.9 | $415.1 | | Inventories, net | $991.5 | $704.8 | | Total Liabilities | $2,454.5 | $2,621.6 | | Total Current Liabilities | $1,129.8 | $1,313.3 | | Current maturities of long-term debt | $16.9 | $314.5 | | Total Stockholders' Equity | $1,070.1 | $850.2 | - Cash and cash equivalents decreased significantly from $415.1 million at December 31, 2024, to $52.9 million at September 30, 2025[8] - Inventories, net, increased from $704.8 million at December 31, 2024, to $991.5 million at September 30, 2025[8] Consolidated Statements of Operations Consolidated Statements of Operations (Millions) | Metric | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Net sales | $1,426.8 | $1,498.1 | $4,000.3 | $3,996.3 | | Gross profit | $468.6 | $488.4 | $1,319.6 | $1,316.6 | | Operating income | $310.2 | $303.3 | $819.8 | $790.2 | | Net income | $245.8 | $239.0 | $643.7 | $609.2 | | Basic EPS | $7.01 | $6.71 | $18.23 | $17.11 | | Diluted EPS | $6.98 | $6.68 | $18.15 | $17.02 | - For the three months ended September 30, 2025, net sales decreased by 4.8% YoY, while operating income increased by 2.3% YoY and net income increased by 2.8% YoY[10] - For the nine months ended September 30, 2025, net sales remained relatively flat (0.1% increase) YoY, while operating income increased by 3.7% YoY and net income increased by 5.7% YoY[10] Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income (Millions) | Metric | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Net income | $245.8 | $239.0 | $643.7 | $609.2 | | Other comprehensive (loss) income, net of tax | $(0.6) | $(9.9) | $31.7 | $(13.8) | | Comprehensive income | $245.2 | $229.1 | $675.4 | $595.4 | - Other comprehensive income (loss), net of tax, significantly improved from a loss of $9.9 million in Q3 2024 to a loss of $0.6 million in Q3 2025, and from a loss of $13.8 million in YTD 2024 to an income of $31.7 million in YTD 2025[12] Consolidated Statements of Stockholders' Equity Consolidated Statements of Stockholders' Equity (Millions) | Metric | Sep 30, 2025 (Millions) | Dec 31, 2024 (Millions) | | :-------------------------------- | :---------------------- | :---------------------- | | Total Stockholders' Equity | $1,070.1 | $850.2 | | Retained Earnings | $4,662.5 | $4,150.8 | | Treasury Stock, at cost | $(4,767.4) | $(4,421.1) | | Dividends paid (9 months) | $132.0 | $121.4 (9 months ended Sep 30, 2024) | - Total stockholders' equity increased from $850.2 million at December 31, 2024, to $1,070.1 million at September 30, 2025[18] - The company repurchased $348.6 million of treasury stock during the nine months ended September 30, 2025[18] Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (Millions) | Cash Flow Activity | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | | Net cash provided by operating activities | $351.7 | $613.3 | | Net cash used in investing activities | $(87.6) | $(108.1) | | Net cash used in financing activities | $(627.4) | $(327.4) | | (Decrease) increase in cash and cash equivalents | $(363.3) | $177.8 | | Cash and cash equivalents, end of period | $52.9 | $243.1 | - Net cash provided by operating activities decreased significantly from $613.3 million in 2024 to $351.7 million in 2025, primarily due to less favorable changes in working capital[21][125] - Net cash used in financing activities increased from $327.4 million in 2024 to $627.4 million in 2025, driven by changes in net borrowings/repayments of long-term debt and increased common stock repurchases[21][127] Notes to Consolidated Financial Statements 1. General - The unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and Form 10-Q instructions, containing all material adjustments for fair presentation[25] - The company's fiscal quarterly periods are approximately 13 weeks, with the fourth quarter and fiscal year ending on December 31[26] - Financial statements require estimates and assumptions about future events, which are evaluated ongoingly using historical experience and current economic environment, with actual results potentially differing significantly[27][28] 2. Reportable Business Segments - The company operates in two reportable segments: Home Comfort Solutions (residential HVACR in US/Canada) and Building Climate Solutions (commercial HVACR and refrigeration in US/Canada)[29] Segment Performance (Millions) | Segment | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | | :-------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Net Sales: | | | | | | Home Comfort Solutions | $912.9 | $1,032.8 | $2,643.6 | $2,689.7 | | Building Climate Solutions | $513.9 | $465.3 | $1,356.7 | $1,306.6 | | Segment Profit (Loss): | | | | | | Home Comfort Solutions | $202.9 | $226.5 | $574.9 | $567.1 | | Building Climate Solutions | $134.0 | $105.9 | $310.0 | $298.1 | | Corporate and Other | $(26.7) | $(29.1) | $(65.1) | $(76.6) | - Home Comfort Solutions net sales decreased 12% for the three months and 2% for the nine months ended September 30, 2025, while Building Climate Solutions net sales increased 10% and 4% respectively[33][34] 3. Earnings Per Share - Basic EPS is calculated by dividing net income by weighted-average common shares outstanding, while diluted EPS includes the potential effect of dilutive securities[40] Earnings Per Share | Metric | 3 Months Ended Sep 30, 2025 | 3 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2025 | 9 Months Ended Sep 30, 2024 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (millions) | $245.8 | $239.0 | $643.7 | $609.2 | | Weighted-average shares outstanding – basic (millions) | 35.1 | 35.6 | 35.3 | 35.6 | | Weighted-average shares outstanding – diluted (millions) | 35.2 | 35.8 | 35.5 | 35.8 | | Basic EPS | $7.01 | $6.71 | $18.23 | $17.11 | | Diluted EPS | $6.98 | $6.68 | $18.15 | $17.02 | 4. Commitments and Contingencies - Operating leases are recognized on the balance sheet as Right-of-use assets and lease liabilities, with a discount rate applied to minimum lease payments[42][45] - Product warranty liabilities are estimated based on failure rates and cost experience, totaling $165.0 million as of September 30, 2025, up from $158.4 million at December 31, 2024[47][48] - The company is involved in various claims and lawsuits, but management believes none will have a material adverse effect on financial condition, results of operations, or cash flows[49][50] 5. Stock Repurchases - The Board of Directors has authorized $5.0 billion for share repurchases, with $1,159.5 million remaining available as of September 30, 2025[51] Stock Repurchases (Millions) | Period | Shares Repurchased | Aggregate Cost (Millions) | | :-------------------------------- | :----------------- | :------------------------ | | 3 Months Ended Sep 30, 2025 | 63,000 | $36.9 | | 9 Months Ended Sep 30, 2025 | 578,665 | $332.3 | 6. Revenue Recognition Revenue by Segment/Geography (Millions) | Segment/Geography | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | | :-------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Home Comfort Solutions: | | | | | | United States | $850.1 | $971.1 | $2,458.9 | $2,520.7 | | Canada | $62.8 | $61.7 | $184.7 | $169.0 | | Building Climate Solutions: | | | | | | United States | $478.3 | $441.9 | $1,266.6 | $1,244.2 | | Canada | $35.6 | $23.4 | $90.1 | $62.4 | | Consolidated Total: | $1,426.8 | $1,498.1 | $4,000.3 | $3,996.3 | - Home Comfort Solutions' direct sales represented 75% and 74% of revenues for the three and nine months ended September 30, 2025, respectively[55] - Building Climate Solutions' equipment sales represented 80% of revenues for both the three and nine months ended September 30, 2025[56] 7. Other Financial Statement Details Inventory Components (Millions) | Inventory Component | Sep 30, 2025 (Millions) | Dec 31, 2024 (Millions) | | :-------------------------- | :---------------------- | :---------------------- | | Finished goods | $723.7 | $422.6 | | Work in process | $11.3 | $11.0 | | Raw materials and parts | $414.1 | $410.7 | | Total inventories, net | $991.5 | $704.8 | - Goodwill remained stable at $220.0 million as of September 30, 2025, with no impairment recorded for the nine months ended September 30, 2025[60] - The company uses cash flow hedges (foreign exchange forward contracts and commodity futures) to mitigate commodity price and foreign currency risks, with an expected reclassification of $11.3 million derivative gain into earnings within the next 12 months[61][63][64] 8. Pension Benefit Plans Pension Benefit Cost Components (Millions) | Pension Benefit Cost Component | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Service cost | $0.2 | $0.4 | $0.8 | $1.2 | | Interest cost | $2.2 | $2.2 | $6.3 | $6.5 | | Expected return on plan assets | $(1.8) | $(1.9) | $(5.4) | $(5.7) | | Net periodic benefit cost | $1.1 | $1.1 | $3.2 | $3.1 | 9. Income Taxes - The effective tax rate decreased to 18.7% for the nine months ended September 30, 2025, from 19.3% in the prior year, primarily due to higher income in low tax jurisdictions[67] - The company had approximately $4.9 million in total gross unrecognized tax benefits as of September 30, 2025[67] 10. Lines of Credit and Financing Arrangements Debt Obligations (Millions) | Debt Obligation | Sep 30, 2025 (Millions) | Dec 31, 2024 (Millions) | | :-------------------------------- | :---------------------- | :---------------------- | | Commercial paper | $157.0 | $— | | Current maturities of long-term debt | $16.9 | $314.5 | | Long-term debt | $838.2 | $833.1 | | Total debt | $1,012.1 | $1,147.6 | - The company established a commercial paper program in October 2023, with $157.0 million outstanding as of September 30, 2025, at a weighted average borrowing rate of 4.30%[70][71] - An Amended Credit Agreement was entered into on May 9, 2025, decreasing revolving commitments to $1.0 billion and extending maturity to May 2030, with $841.3 million available for future borrowings[72] - The company repaid $300.0 million of senior unsecured notes upon maturity on August 1, 2025[78] 11. Comprehensive Income (Loss) Reclassification from AOCL (Millions) | Reclassification from AOCL | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | Gains (Losses) on Cash Flow Hedges, net of tax | $7.2 | $(0.6) | $11.8 | $(0.9) | | Defined Benefit Plan items, net of tax | $(0.4) | $(0.3) | $(1.1) | $(0.8) | | Total reclassifications from AOCL | $6.8 | $(0.9) | $10.7 | $(1.7) | - Total reclassifications from Accumulated Other Comprehensive Loss (AOCL) to Net income significantly improved from a loss of $0.9 million in Q3 2024 to a gain of $6.8 million in Q3 2025, and from a loss of $1.7 million in YTD 2024 to a gain of $10.7 million in YTD 2025[81] 12. Fair Value Measurements - Derivatives are classified as Level 2 in the fair value hierarchy, valued using estimated future cash flows based on observed prices from exchange-traded derivatives, considering counterparty and company creditworthiness[83] - The fair value of senior unsecured notes was $806.9 million as of September 30, 2025, compared to $1,093.4 million as of December 31, 2024[85] 13. Subsequent Events - On October 15, 2025, the company completed the acquisition of Duro Dyne and Supco for a net purchase price of $546.3 million, funded by cash on hand and available borrowing capacity[86] - On October 16, 2025, the company entered into a Term Credit Agreement, borrowing $300.0 million to repay existing borrowings under the Amended Credit Agreement, with maturity on October 16, 2027[88] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operating results, key performance drivers, segment results, liquidity, and capital resources for the specified interim periods Business Overview - The company operates in two HVACR segments: Home Comfort Solutions and Building Climate Solutions, with sales influenced by seasonal weather, economic factors, and a substantial portion from replacement business[92][94] - Cost of goods sold is primarily driven by components, raw materials (steel, aluminum, copper), factory overhead, labor, and freight, with commodity price volatility mitigated through pricing, vendor contracts, and hedging[95] Financial Overview - Third quarter 2025 results were mixed: consolidated net sales decreased 5% to $1.4 billion, but segment profit increased 2% to $310 million[96] - Home Comfort Solutions faced volume headwinds, with net sales down 12% and segment profit down $24 million, while Building Climate Solutions saw net sales increase 10% and segment profit increase $28 million[96] - The 'One Big Beautiful Bill Act' signed on July 4, 2025, is expected to result in material 2025 cash tax savings, with immaterial impacts to the effective tax rate[98] Consolidated Results (Three Months Ended September 30, 2025 vs 2024) Consolidated Results (Millions) | Metric | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------- | | Net sales | $1,426.8 | $1,498.1 | (4.8)% | | Gross profit | $468.6 | $488.4 | (4.1)% | | Gross profit margin | 32.8% | 32.6% | +20 bps | | Selling, general and administrative expenses | $161.6 | $184.4 | (12.4)% | | Operating income | $310.2 | $303.3 | 2.3% | | Net income | $245.8 | $239.0 | 2.8% | | Diluted EPS | $6.98 | $6.68 | 4.5% | - Net sales decreased 5% due to a 16% decrease in sales volumes, partially offset by an 11% increase in mix and pricing[100] - Gross profit margins increased 20 basis points to 32.8%, driven by favorable mix and pricing (350 bps), partially offset by higher product costs (200 bps) and freight/distribution costs (130 bps)[101] - SG&A expenses decreased $22 million, primarily due to lower incentive compensation costs[103] Segment Results (Three Months Ended September 30, 2025 vs 2024) Home Comfort Solutions Home Comfort Solutions Performance (Millions) | Metric | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------- | | Net sales | $912.9 | $1,032.8 | (12)% | | Profit | $202.9 | $226.5 | (10)% | | % of net sales | 22.2% | 21.9% | +30 bps | - Net sales decreased 12% due to a 23% decrease in sales volumes, partially offset by an 11% increase in mix and pricing[107] - Segment profit decreased $24 million, primarily due to reduced sales volumes ($86 million), higher product costs ($26 million), and increased freight/distribution expenses ($17 million), partially offset by favorable mix/pricing ($85 million) and SG&A reductions ($15 million)[108] Building Climate Solutions Building Climate Solutions Performance (Millions) | Metric | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------- | | Net sales | $513.9 | $465.3 | 10% | | Profit | $134.0 | $105.9 | 27% | | % of net sales | 26.1% | 22.8% | +330 bps | - Net sales increased 10% primarily due to a 10% increase in mix and price[109] - Segment profit increased $28 million, driven by favorable mix/pricing ($33 million) and increased sales volumes ($1 million), partially offset by higher product costs ($4 million) and investments in distribution/selling ($2 million)[110] Corporate and Other Corporate and Other Performance (Millions) | Metric | 3 Months Ended Sep 30, 2025 (Millions) | 3 Months Ended Sep 30, 2024 (Millions) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------- | | Loss | $(26.7) | $(29.1) | 8% (favorable) | - Segment loss decreased $2 million, primarily due to lower incentive compensation related costs[111] Consolidated Results (Nine Months Ended September 30, 2025 vs 2024) Consolidated Results (Millions) | Metric | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------- | | Net sales | $4,000.3 | $3,996.3 | 0.1% | | Gross profit | $1,319.6 | $1,316.6 | 0.2% | | Gross profit margin | 33.0% | 32.9% | +10 bps | | Selling, general and administrative expenses | $506.2 | $523.6 | (3.3)% | | Operating income | $819.8 | $790.2 | 3.7% | - Net sales remained relatively flat, as a 9% increase in mix and pricing was offset by a 9% decrease in sales volumes[113] - Gross profit margins increased 10 basis points to 33.0%, driven by favorable mix and pricing (310 bps), partially offset by higher product costs (180 bps) and freight/distribution costs (120 bps)[113] - SG&A expenses decreased $17 million, primarily due to lower incentive compensation costs, and as a percentage of net sales, decreased 40 bps to 12.7%[114] - Interest expense, net, decreased $8 million due to lower interest on repaid senior unsecured notes and increased interest earned on investments, partially offset by higher commercial paper borrowings[117] Segment Results (Nine Months Ended September 30, 2025 vs 2024) Home Comfort Solutions Home Comfort Solutions Performance (Millions) | Metric | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------- | | Net sales | $2,643.6 | $2,689.7 | (2)% | | Profit | $574.9 | $567.1 | 1% | | % of net sales | 21.7% | 21.1% | +60 bps | - Net sales decreased 2% due to a 12% decrease in sales volumes, partially offset by a 10% increase in mix and pricing[119] - Segment profit increased $8 million, driven by favorable mix/pricing ($200 million), factory efficiencies ($16 million), and reduced SG&A ($12 million), partially offset by lower sales volumes ($122 million), higher product costs ($67 million), and increased freight/distribution expenses ($41 million)[120] Building Climate Solutions Building Climate Solutions Performance (Millions) | Metric | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------- | | Net sales | $1,356.7 | $1,306.6 | 4% | | Profit | $310.0 | $298.1 | 4% | | % of net sales | 22.8% | 22.8% | 0 bps | - Net sales increased 4% due to an 8% increase in mix and pricing, partially offset by a 4% decrease in sales volumes[121] - Segment profit increased $12 million, driven by favorable mix/pricing ($73 million) and factory efficiencies ($5 million), partially offset by higher product costs ($28 million), decreased sales volumes ($18 million), and increased SG&A ($12 million)[122] Corporate and Other Corporate and Other Performance (Millions) | Metric | 9 Months Ended Sep 30, 2025 (Millions) | 9 Months Ended Sep 30, 2024 (Millions) | % Change | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------- | | Loss | $(65.1) | $(76.6) | 15% (favorable) | - Segment loss decreased $11 million, primarily due to lower incentive compensation related costs[123] Liquidity and Capital Resources - Working capital and capital expenditure requirements are met through internally generated funds, bank lines of credit, and a commercial paper program, with higher needs in Q1 and Q2 due to seasonality[124] - Net cash provided by operating activities decreased to $351.7 million for the nine months ended September 30, 2025, from $613.3 million in the prior year, mainly due to less favorable changes in working capital[125] - Net cash used in financing activities increased to $627.4 million, driven by $332.3 million in common stock repurchases and $127 million in dividend payments[127] - Total debt decreased to $1,012.1 million at September 30, 2025, from $1,147.6 million at December 31, 2024[128] - The debt-to-total-capital ratio decreased to 49% at September 30, 2025, from 57% at December 31, 2024[134] - The company maintains investment-grade credit ratings (Baa1 stable by Moody's, BBB stable by S&P) to ensure capital market access[135] - Management believes current cash, future operating cash, and available borrowing capacity are sufficient to fund foreseeable operations, capital expenditures, obligations, repurchases, and dividends[136] Item 3. Quantitative and Qualitative Disclosures About Market Risk Refers to the Annual Report on Form 10-K for market risk disclosures, noting no material changes since December 31, 2024 - The company's exposure to market risk has not materially changed since December 31, 2024[143] Item 4. Controls and Procedures Confirms effective disclosure controls and procedures, reporting no material changes in internal control over financial reporting - As of September 30, 2025, the company's disclosure controls and procedures were effective to provide reasonable assurance that required information is recorded, processed, summarized, and reported timely[144] - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[145] Part II. Other Information Item 1. Legal Proceedings Details routine legal claims and lawsuits, with management believing no material adverse effect on financial position or results - Management believes that current legal claims and lawsuits will not have a material adverse effect on the company's financial position, results of operations, or cash flows[146] Item 1A. Risk Factors Refers to the Annual Report on Form 10-K for risk factors, confirming no material changes since December 31, 2024 - There have been no material changes to the company's risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024[147] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details common stock repurchases during Q3 2025 under ongoing Share Repurchase Plans Common Stock Repurchases | Month | Total Number of Shares Purchased | Average Price Paid per Share (including fees) | | :-------------------------- | :------------------------------- | :-------------------------------------------- | | July 1 through July 31 | 23,000 | $616.11 | | August 1 through August 31 | 21,000 | $588.85 | | September 1 through September 30 | 19,000 | $547.96 | | Total Q3 2025 | 63,000 | | - As of September 30, 2025, $1,159.5 million was available for repurchase under the company's Share Repurchase Plans, which have no expiration date[148] Item 5. Other Information Details the Term Credit Agreement (October 16, 2025) and confirms no Rule 10b5-1 trading arrangement changes by directors or officers - On October 16, 2025, the company entered into a Term Credit Agreement for $300.0 million, maturing October 16, 2027, with proceeds used to repay existing borrowings under the Amended Credit Agreement[150] - The Term Credit Agreement includes customary covenants and events of default similar to the Amended Credit Agreement and is guaranteed by Guarantor Subsidiaries[151] - No directors or officers adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended September 30, 2025[152] Item 6. Exhibits Lists all exhibits filed with the Form 10-Q, including organizational documents, credit agreements, and certifications - Key exhibits include the Term Credit Agreement and Guaranty Agreement dated October 16, 2025, and various certifications[155]