Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers and end markets for mission-critical applications in more than 100 countries. Enerpac Tool Group's businesses are global leaders in providing high pressure hydraulic tools, controlled force products and solutions for precise positioning of heavy loads that help customers safely and reliably tackle some of the most challenging jobs around the world. The Company was founded in 1910 and is headquartered in Milwaukee, Wisconsin. The Company has one reportable segment, the Industrial Tools & Service Segment (“IT&S”), and an Other operating segment, which does not meet the criteria to be considered a reportable segment. The IT&S segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the general industrial; refining and petrochemical; industrial maintenance, repair and operations (“MRO”); machining & manufacturing; power generation; infrastructure; mining and other markets. Financial information related to the Company's reportable segment is included in Note 11, “Segment Information” in the notes to the condensed consolidated financial statements. Our businesses provide an array of products and services across multiple markets and geographies, which results in significant diversification. The IT&S segment and the Company are well-positioned to drive shareholder value through a sustainable business strategy built on well-established brands, broad global distribution and end markets, clear focus on the core tools and services business, and disciplined capital deployment. Our Business Model Our long-term goal is to create sustainable returns for our shareholders through above-market growth in our core business, expanding our margins, generating strong cash flow, and being disciplined in the deployment of our capital. We intend to grow through execution of our organic growth strategy, focused on key vertical markets that benefit from long-term macro trends, driving customer driven innovation, expansion of our digital ecosystem to acquire and engage customers, and an expansion in emerging markets such as Asia Pacific. In addition to organic growth, we also focus on margin expansion through operational efficiency techniques, including lean, continuous improvement and 80/20, to drive productivity and lower costs, as well as optimizing our selling, general and administrative expenses through consolidation and shared service implementation. We also apply these techniques and pricing actions to offset commodity increases and inflationary pricing. Finally, cash flow generation is critical to achieving our financial and long-term strategic objectives. We believe driving profitable growth and margin expansion will result in cash flow generation, which we seek to supplement through minimizing primary working capital. We intend to allocate the cash flow that results from the execution of our strategy in a disciplined way toward investment in our businesses, maintaining our strong balance sheet, disciplined M&A program, and opportunistically returning capital to shareholders. We anticipate the compounding effect of reinvesting in our business will fuel further growth and profitable returns. Results of Operations The following table sets forth our results of operations: (Dollars in millions, except per share amounts) Three Months Ended May 31, Nine Months Ended May 31, Results from Operations (1) 2026 2025 2026 2025 Net sales $ 168 100 % $ 159 100 % $ 467 100 % $ 449 100 % Cost of products sold 79 47 % 79 50 % 233 50 % 221 49 % Gross profit 89 53 % 80 50 % 234 50 % 228 51 % Selling, general and administrative expenses 46 27 % 41 26 % 131 28 % 125 28 % Amortization of intangible assets 2 1 % 1 1 % 5 1 % 4 1 % Restructuring charges — — % 6 4 % 3 1 % 6 1 % Operating profit 41 25 % 32 20 % 95 20 % 94 21 % Financing costs, net 2 1 % 2 2 % 7 1 % 8 2 % Other expense, net 0 — % 1 1 % 2 — % 2 — % Earnings before income tax expense 39 23 % 28 18 % 86 19 % 84 19 % Income tax expense 9 5 % 6 4 % 21 5 % 19 4 % Net earnings $ 30 18 % $ 22 14 % $ 65 14 % $ 65 14 % Diluted earnings per share $ 0.58 $ 0.41 $ 1.24 $ 1.18 (1) The summation of the individual components may not equal the total due to rounding. Period to period differences between line items included in the table may differ from the amount presented below due to rounding. 20 Consolidated net sales for the three months ended May 31, 2026 were $168 million, an increase of $9 million, or 6%, compared to the prior-year comparable period. Management refers to sales adjusted to exclude the impact of foreign currency changes and recent acquisitions and divestitures as “organic sales”. The effect of the weakening U.S. dollar on foreign currency rates compared to the prior-year period favorably impacted sales by $4 million, or 2%. This resulted in an organic sales increase of approximately 3% in the quarter. In the three months ended May 31, 2026, product sales grew $11 million, or 8%, year-over-year, with foreign currency favorably impacting product sales by $3 million, or 2%, resulting in organic product sales growth of 6% over the prior-year quarter. Service sales were down $2 million, or 6%, year-over-year, with a favorable impact of foreign currency of $1 million, or 3%, resulting in an organic service sales decline of 8%. Gross profit as a percent of sales increased to 53.0%, compared to 50.4% in the third quarter of fiscal 2025; the increase in gross profit margin is due to the flow through of the growth in product sales along with tariff refunds recorded in the third quarter, partially offset by continued pressure in our service business, primarily in the EMEA region. Operating profit for the third quarter of fiscal year 2026 was $41 million, an increase of $10 million compared to the third quarter of fiscal 2025. The increase in operating profit is due to flow through of the growth in product sales along with tariff refunds recorded in the third quarter, partially offset by continued pressure in our service business. Consolidated net sales for the nine months ended May 31, 2026 were $467 million, an increase of $17 million, or 4%, compared to the prior-year comparable period. The effect of the weakening U.S. dollar on foreign currency rates compared to the prior-year period favorably impacted sales by $12 million, or 3%. This resulted in organic sales increase of approximately 1% for the nine months ended May 31, 2026 compared to the prior-year period. Product sales for the nine months ended May 31, 2026 grew $31 million, or 9%, with foreign currency favorably impacting sales by $9 million, or 3%, resulting in organic product sales growth of 6% over the prior-year period. Service sales were down $13 million, or 15%, year-over-year, with a favorable impact of foreign currency of $3 million, or 3%, resulting in an organic service sales decline of 18%. Gross profit as a percent of sales remained relatively flat at 50.1%, compared to 50.7% in the nine months ended May 31, 2025; gross profit margin has remained flat as growth in product sales has been offset by activity declines in our service business. Operating profit for the first nine months of fiscal year 2026 was $95 million, a decrease of $1 million compared to the first nine months of fiscal 2025. Operating profit has remained flat as growth related to increased product sales has been offset by activity declines in our service business, primarily in the EMEA region. Segment Results IT&S Segment The IT&S segment is a global supplier of branded hydraulic and mechanical tools and services to a broad array of end markets, including general industrial; refining and petrochemical; industrial MRO; machining & manufacturing; power generation; infrastructure; mining; and other markets. Its primary products include branded tools, cylinders, pumps, hydraulic torque wrenches, highly engineered heavy lifting technology solutions and other tools (Product product line). The segment provides maintenance and manpower services to meet customer-specific needs and rental capabilities for certain of our products (Service & Rental product line). The following table sets forth the results of operations for the IT&S segment: (Dollars in millions) Three Months Ended May 31, Nine Months Ended May 31, 2026 2025 2026 2025 Net sales $ 161 $ 153 $ 447 $ 434 Operating profit 49 40 116 117 Operating profit % 30.3% 26.3% 25.9 % 26.9 % IT&S segment net sales for the third quarter of fiscal 2026 increased by $8 million, or 5%, compared to the third quarter of fiscal 2025. The weakening of the U.S. dollar on foreign currency rates compared to the three months ended May 31, 2025 favorably impacted sales by $4 million, or 3%. This resulted in an organic sales increase of $4 million, or 2%, in the quarter. The organic sales increase is driven by growth in our product business, offset by declines in our service business. Service sales were down $2 million, or 6%, year-over-year, with a favorable impact of foreign currency of $1 million, or 3%, resulting in an organic service sales decline of 8% primarily attributable to lower activity. Product sales were up $9 million, or 7%, year-over-year, with a favorable impact of foreign currency of $3 million, or 2%, resulting in organic product sales growth of 5%. The organic sales increase was due to strong growth in our product business, especially in the Americas driven by our success in the power generation market. Operating profit for the three months ended May 31, 2026 was $49 million, compared to $40 million in the same period of the prior year. The increase in operating profit was mainly driven by the flow through of the growth in product sales along with tariff refunds recorded in the third quarter, partially offset by continued pressure in our service business. IT&S segment net sales for the nine months ended May 31, 2026 increased by $13 million, or 3%, compared to the nine months ended May 31, 2025. The weakening of the U.S. dollar on foreign currency rates compared to the nine months ended May 31, 2025 favorably impacted sales by $12 million, or 3%. This resulted in an organic sales increase of $1 million, or 0.2%. The organic sales increase is driven by growth in our product business, partially offset by declines in our service business. Service sales were down $13 million, or 15%, year-over-year, with a favorable impact of foreign currency of $3 million, or 3%, resulting in an organic service sales decline of 18% primarily attributable to lower activity. Product sales were up $27 million, or 8%, year-over-year, with a 21 favorable impact of foreign currency of $9 million, or 3%, resulting in organic product sales growth of 5%. The organic sales increase was due to strong growth in our product business, especially in the Americas driven by our success in the power generation market. Operating profit for the nine months ended May 31, 2026 was $116 million, compared to $117 million in the same period of the prior year. Operating profit has remained flat as growth related to increased product sales has been offset by activity declines in our service business, primarily in the EMEA region. Corporate Corporate expenses were $9 million and $11 million in the three months ended May 31, 2026 and 2025, respectively. Corporate expenses were $27 million and $28 million for the nine months ended May 31, 2026 and 2025, respectively. The decrease in expense was primarily driven by higher restructuring costs in the prior year. Financing Costs, net Net financing costs were $2 million in both the three months ended May 31, 2026 and 2025 and $7 million and $8 million in the nine months ended May 31, 2026 and 2025, respectively. Financing costs decreased for the nine-month period due to lower debt balances and interest rates. Income Tax Expense The Company's global operations, acquisition activity (as applicable) and specific tax attributes provide opportunities for continuous global tax planning initiatives to maximize tax credits and deductions. Comparative earnings before income taxes, income tax expense and effective income tax rates are as follows: (Dollars in millions) Three Months Ended May 31, Nine Months Ended May 31, 2026 2025 2026 2025 Earnings before income tax expense $ 39 $ 28 $ 86 $ 84 Income tax expense 9 6 21 19 Effective income tax rate 23.0% 22.2% 24.5 % 22.9 % The Company’s earnings before income taxes include earnings from both U.S. and foreign jurisdictions. As several foreign tax rates are higher than the U.S. tax rate of 21%, the annual effective tax rate is impacted by foreign rate differentials, withholding taxes, losses in jurisdictions where no benefit can be realized, and key international provisions enacted from recent tax legislation, such as the Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income provisions. The effective tax rate for the three and nine months ended May 31, 2026 was 23.0% and 24.5%, respectively, compared to 22.2% and 22.9% respectively, for the respective comparable prior-year period. The effective tax rate in each period was impacted by year-to-date losses and deductions in jurisdictions where no tax benefit can be realized. The higher effective tax rate for the three months ended May 31, 2026 was primarily driven by the more favorable tax impact of uncertain tax position releases related to statute of limitations expirations in the prior period as compared to the current period. The higher effective tax rate for the nine months ended May 31, 2026 was primarily driven by the more favorable tax impact of stock compensation in the prior period as compared to the current period. Both the current and prior-year period effective income tax rates include the impact of non-recurring items. Cash Flows and Liquidity At May 31, 2026, we had $116 million of cash and cash equivalents, of which $100 million was held by our foreign subsidiaries and $16 million was held domestically. The following table summarizes our cash flows provided by operating, investing and financing activities: (Dollars in millions) Nine Months Ended May 31, 2026 2025 Cash provided by operating activities $ 69 $ 56 Cash used in investing activities (11) (43) Cash used in financing activities (94) (40) Effect of exchange rate changes on cash — — Net decrease in cash and cash equivalents $ (36) $ (27) Net cash provided by operating activities was $69 million and $56 million for the nine months ended May 31, 2026 and 2025, respectively. The $13 million year-over-year variance is primarily driven by working capital improvements and decreases in cash taxes paid. 22 Net cash used in investing activities was $11 million and $43 million for the nine months ended May 31, 2026 and 2025, respectively. This decreased use of cash was primarily due to the $27 million payment made for the DTA acquisition in the first quarter of fiscal 2025 and the decrease in capital expenditures in the current year compared to increased expenditures related to relocation of the Company’s corporate headquarters in fiscal 2025. Net cash used in financing activities was $94 million and $40 million for the nine months ended May 31, 2026 and 2025, respectively. The $54 million increase in net cash used in financing activities for the nine months ended May 31, 2026 was driven by higher share repurchases in the current-year period. On September 9, 2022, the Company refinanced its previous senior credit facility with a $600 million senior credit facility, comprised of a $400 million revolving line of credit and a $200 million term loan, which is scheduled to mature in September 2027. The Company has the option to request up to $300 million of additional revolving commitments and/or term loans under the new facility, subject to customary conditions, including the commitment of the participating lenders. The senior credit facility contains restrictive covenants and financial covenants. See Note 6, “Debt” in the notes to the condensed consolidated financial statements for further details regarding the senior credit facility. At May 31, 2026, there were no borrowings and $400 million available under the revolving line of credit facility. The Company was in compliance with all covenants under the senior credit facility at May 31, 2026. On July 7, 2026, pursuant to the provision of the senior credit facility permitting additional revolving commitments and/or term loans, the Company entered into an amendment to the agreement governing the senior credit to increase the revolving credit facility thereunder from $400 million to $625 million. On July 7, 2026, the Company entered into an agreement to acquire Specialized Fabrication Equipment Group LLC (“SFE Group”) for approximately $451 million in cash (subject to customary closing date adjustments), and the issuance of approximately $21 million in restricted stock unit awards (subject to certain vesting requirements) to key personnel of SFE Group in lieu of cash payment of transaction bonuses to be owed by SFE Group to such personnel upon completion of the transaction. The Company expects to fund the transaction with cash on hand and borrowings under the senior credit facility, amended as described above. SFE Group is a global industrial equipment company focused on pipe fabrication, welding, machining, and maintenance tools. The transaction is expected to close during the first quarter of fiscal 2027, subject to customary closing conditions, including regulatory approvals. We believe that the revolving credit line under the senior credit facility, as amended, combined with our existing cash on hand and anticipated operating cash flows, will be adequate to meet operating, debt service, acquisition and capital expenditure funding requirements for the foreseeable future. Primary Working Capital Management We use primary working capital as a percentage of sales (PWC %) as a key metric of working capital management. We define this metric as the sum of net accounts receivable and net inventory less accounts payable, divided by the past three months sales annualized. The following table shows a comparison of primary working capital: (Dollars in millions) May 31, 2026 PWC% August 31, 2025 PWC% Accounts receivable, net $ 106 16 % $ 106 16 % Inventory, net 85 13 % 79 12 % Accounts payable (38) (6) % (43) (6) % Net primary working capital (1) $ 153 23 % $ 142 21 % (1) The summation of the individual components may not equal the total due to rounding. Commitments and Contingencies Given our desire to allocate cash flow and revolver availability to fund growth initiatives, we have historically leased most of our facilities and some operating equipment. We lease certain facilities, computers, equipment and vehicles under various operating lease agreements, generally over periods ranging from one to twenty years. Under most arrangements, we pay the property taxes, insurance, maintenance and expenses related to the leased property. Many of our leases include provisions that enable us to renew the leases at contractually agreed rates or, less commonly, based upon market rental rates on the date of expiration of the initial leases. We had outstanding letters of credit of $6 million and surety bonds of $5 million at May 31, 2026 and $6 million of letters of credit and $5 million of surety bonds at August 31, 2025, the majority of which relate to commercial contracts and self-insured workers' compensation programs. We are also subject to certain contingencies with respect to legal proceedings and regulatory matters which are described in Note 12, “Commitments and Contingencies” in the notes to the condensed consolidated financial statements. While there can be no 23 assurance of the ultimate outcome of these matters, the Company believes that there will be no material adverse effect on the Company's results of operations, financial position or cash flows. Contractual Obligations Our contractual obligations have not materially changed at May 31, 2026 from what was previously disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contractual Obligations” in the fiscal 2025 Annual Report on Form 10-K. Critical Accounting Estimates Management has evaluated the accounting estimates used in the preparation of the Company's condensed consolidated financial statements and related notes and believe those estimates to be reasonable and appropriate. Certain of these accounting estimates are considered by management to be the most critical in understanding judgments involved in the preparation of our condensed consolidated financial statements and uncertainties that could impact our results of operations, financial position and cash flow. For information about more of the Company’s policies, methodology and assumptions related to critical accounting policies refer to the Critical Accounting Policies in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the fiscal 2025 Annual Report on Form 10-K.