Form 8-K

8-K — IPG PHOTONICS CORP

Accession: 0001111928-26-000150

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001111928

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ipgp-20260804.htm (Primary)

EX-99.1 (ipgp06302026exhibit991.htm)

GRAPHIC (image1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ipgp-20260804.htm · Sequence: 1

ipgp-20260804

FALSE000111192800011119282026-08-042026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 4, 2026

Date of Report (Date of earliest event reported)

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-33155

(Commission File No.)

04-3444218

(IRS Employer

Identification No.)

377 Simarano Drive

Marlborough, Massachusetts 01752

(Address of Principal Executive Offices, including Zip Code)

(508) 373-1100

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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 Name of each exchange on which registered

Common Stock, par value $0.0001 per share IPGP Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02. Results of Operations and Financial Condition

On August 4, 2026, IPG Photonics Corporation (the "Company") announced its financial results for the quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:

Exhibit Number Exhibit Description

Exhibit 99.1

Press Release issued by IPG Photonics Corporation on August 4, 2026.

Exhibit 104 Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

IPG PHOTONICS CORPORATION

August 4, 2026 By: /s/ Timothy P.V. Mammen

Timothy P.V. Mammen

Senior Vice President and Chief Financial Officer

EX-99.1

Filename: ipgp06302026exhibit991.htm · Sequence: 2

Document

Exhibit 99.1

IPG PHOTONICS ANNOUNCES SECOND QUARTER 2026 FINANCIAL RESULTS

Improving Industrial Demand and Continued Focus on Strategic Initiatives Drive Results

Managing Costs and Driving Gross Margin Improvement

MARLBOROUGH, Mass. – August 4, 2026 - IPG Photonics Corporation (NASDAQ: IPGP) today reported financial results for the second quarter ended June 30, 2026.

Three Months Ended June 30, Six Months Ended June 30,

(In millions, except per share data and percentages) 2026 2025 Change 2026 2025 Change

Revenue $ 278.6 $ 250.7 11 % $ 544.1 $ 478.5 14 %

Gross margin 40.4 % 37.3 % 39.0 % 38.3 %

Operating income (loss) $ 4.5 $ 0.1 NM $ (3.2) $ 1.9 NM

Operating margin 1.6 % — % (0.6) % 0.4 %

Net income $ 5.2 $ 6.6 (21) % $ 6.8 $ 10.4 (35) %

Earnings per diluted share $ 0.12 $ 0.16 (25) % $ 0.16 $ 0.24 (33) %

Non-GAAP Measures*

Adjusted gross margin 40.7 % 37.8 % 39.3 % 38.9 %

Adjusted EBITDA $ 48.5 $ 31.5 54 % $ 83.7 $ 64.2 30 %

Adjusted earnings per diluted share $ 0.58 $ 0.30 93 % $ 0.87 $ 0.61 43 %

*Adjusted gross margin, adjusted EBITDA and adjusted earnings per diluted share include non-GAAP adjustments. A reconciliation from GAAP to non-GAAP metrics is provided in this earnings release.

NM - not meaningful.

Management Comments

“We delivered our third consecutive quarter of double-digit year-over-year revenue growth, with revenue above the midpoint of our guidance and adjusted gross margin and adjusted EPS above our expectations,” said Dr. Mark Gitin, Chief Executive Officer of IPG Photonics. “Industrial Solutions generated strong revenue growth, supported by robust demand and disciplined execution across different markets and applications, particularly in battery manufacturing. Advanced Solutions revenue benefited from our continued focus on key strategic initiatives, resulting in strong sales growth in semiconductor applications. We see continued interest in our CROSSBOW™ directed energy system. Additionally, our recently announced acquisition of Lumibird Medical will further accelerate our strategic expansion into attractive medical markets in Advanced Solutions.”

Financial Highlights

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 Change 2026 2025 Change

Sales by Application

Industrial Solutions

$ 237,043 $ 204,880 16 % $ 464,633 $ 392,896 18 %

Advanced Solutions

41,537 45,841 (9) % 79,444 85,618 (7) %

Total $ 278,580 $ 250,721 11 % $ 544,077 $ 478,514 14 %

Exhibit 99.1

Second quarter revenue of $279 million increased 11% year over year, driven by 16% growth in Industrial Solutions. Changes in foreign exchange rates increased revenue by approximately 2%. Industrial Solutions sales, accounting for 85% of total revenue, were driven by growth in welding, marking, cleaning and additive manufacturing applications. Advanced Solutions sales decreased 9% year over year due to lower revenue in micromachining and defense applications, partially offset by increased sales in semiconductor applications. Emerging growth products accounted for 58% of total revenue, up from 53% in the prior quarter. By region, sales increased 19% in Asia and 5% in Europe, while decreasing 2% in North America on a year-over-year basis.

GAAP gross margin of 40.4% and adjusted gross margin of 40.7% increased year over year, driven by lower product costs, lower inventory provisions, and $4.7 million in tariff refunds recorded in the period. Adjusted EBITDA was $48.5 million and adjusted earnings per diluted share (EPS) was $0.58 in the second quarter. During the second quarter, IPG generated $37.8 million in cash flow from operations and spent $20.7 million on capital expenditures.

Business Outlook and Financial Guidance

“Our book-to-bill remained above one in the second quarter, pointing to ongoing robust demand for our solutions and the team's focused execution of our growth strategy. Our technological leadership in lasers and photonics and proven track record of solving challenging customer problems continues to create compelling opportunities for laser adoption in attractive markets and applications. Supported by the One IPG Operating Model, which drives operational excellence, and an innovation engine, we are unlocking areas of significant additional and lasting value for our customers and stockholders,” concluded Dr. Gitin.

For the third quarter of 2026, IPG expects revenue of $265 million to $295 million, adjusted gross margin between 37.5% and 40.5% and adjusted operating expenses of $92 million to $95 million. IPG anticipates delivering adjusted earnings per diluted share in the range of $0.30 to $0.60 and adjusted EBITDA in the range of $35 million to $51 million.

As discussed in more detail in the "Safe Harbor" passage of this news release, actual results may differ from this guidance due to various factors including, but not limited to, trade policy changes and trade restrictions, product demand, order cancellations and delays, competition, tariffs and retaliatory tariffs, currency fluctuations and general economic conditions. The current uncertainty related to the trade environment and tariff policies increases the risks to the outlook that we have provided. This guidance is based upon current market conditions and expectations and is subject to the risks outlined in the Company's reports filed with the SEC and assumes exchange rates relative to the U.S. dollar of euro 0.88, Japanese yen 162 and Chinese yuan 6.81, respectively.

Supplemental Financial Information

Additional supplemental financial information is provided in the unaudited Financial Data Workbook and Second Quarter 2026 Earnings Call Presentation available on the investor relations section of the Company's website at investor.ipgphotonics.com.

Conference Call Reminder

The Company will hold a conference call today, August 4, 2026 at 10:00 am ET. To access the call, please dial 877-407-6184 in the US or 201-389-0877 internationally. A live webcast of the call will also be available and archived on the investor relations section of the Company's website at investor.ipgphotonics.com.

Contact

Eugene Fedotoff

Senior Director, Investor Relations

IPG Photonics Corporation

508-597-4713

efedotoff@ipgphotonics.com

About IPG Photonics Corporation

Innovation is at the heart of IPG Photonics. As a global leader in laser technology, we apply light to transform the world. From manufacturing to medical and beyond, our breakthrough laser solutions power our customers’ success and expand what's possible. Discover more at www.ipgphotonics.com.

Exhibit 99.1

Safe Harbor Statement

Information and statements provided by IPG and its employees, including statements in this press release, that relate to future plans, events or performance are forward-looking statements. These statements involve risks and uncertainties. Any statements in this press release that are not statements of historical fact are forward-looking statements, including those statements related to acquisition of Lumibird Medical further accelerating our strategic expansion into attractive medical markets in Advanced Solutions, ongoing robust demand for our solutions and the team’s focused execution of our growth strategy, our technological leadership in lasers and photonics and proven track record of solving challenging customer problems continuing to create compelling opportunities for laser adoption in attractive markets and applications, the One IPG Operating Model driving operational excellence, and an innovation engine, unlocking areas of significant additional and lasting value for our customers and stockholders, and statements related to share repurchases, revenue, adjusted gross margin and operating expenses outlook, adjusted earnings per diluted share and adjusted EBITDA guidance, including the expected impact of tariffs, and the impact of the U.S. dollar on our guidance for the third quarter of 2026. Factors that could cause actual results to differ materially include risks and uncertainties, including risks associated with the strength or weakness of business conditions in industries and geographic markets that IPG serves, particularly the effect of downturns in the markets IPG serves; uncertainties and adverse changes in the general economic conditions of markets; inability to manage risks associated with international customers and operations; changes in trade controls and tariff policies; IPG's ability to penetrate new applications for fiber lasers and increase market share; the rate of acceptance and penetration of IPG's products; foreign currency fluctuations; high levels of fixed costs from IPG's vertical integration; the appropriateness of IPG's manufacturing capacity for the level of demand; competitive factors, including declining average selling prices; the effect of acquisitions and investments; inventory write-downs; asset impairment charges; intellectual property infringement claims and litigation; interruption in supply of key components; manufacturing risks; government regulations and trade sanctions; and other risks identified in IPG's SEC filings. Readers are encouraged to refer to the risk factors described in IPG's Annual Report on Form 10-K (filed with the SEC on February 23, 2026) and IPG's reports filed with the SEC, as applicable. Actual results, events and performance may differ materially. Readers are cautioned not to rely on the forward-looking statements, which speak only as of the date hereof. IPG undertakes no obligation to update the forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Exhibit 99.1

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands, except per share data)

Net sales $ 278,580 $ 250,721 $ 544,077 $ 478,514

Cost of sales 166,056 157,148 332,054 295,129

Gross profit 112,524 93,573 212,023 183,385

Operating expenses:

Sales and marketing 23,818 25,552 48,352 49,982

Research and development 31,004 29,937 64,313 58,273

General and administrative 36,545 34,882 72,637 67,690

Settlement of litigation matters (166) — 13,334 —

Impairment charges 17,574 — 17,574 —

(Gain) loss on foreign exchange

(782) 3,098 (982) 5,509

Total operating expenses 107,993 93,469 215,228 181,454

Operating income (loss) 4,531 104 (3,205) 1,931

Other income, net:

Interest income, net 7,110 8,001 14,032 15,445

Other income, net 900 166 2,733 1,510

Total other income 8,010 8,167 16,765 16,955

Income before provision for income taxes 12,541 8,271 13,560 18,886

Provision for income taxes 7,299 1,666 6,734 8,523

Net income $ 5,242 $ 6,605 $ 6,826 $ 10,363

Net income per common share:

Basic $ 0.12 $ 0.16 $ 0.16 $ 0.24

Diluted $ 0.12 $ 0.16 $ 0.16 $ 0.24

Weighted average common shares outstanding:

Basic 42,470 42,481 42,358 42,543

Diluted 42,913 42,577 42,914 42,720

Exhibit 99.1

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

June 30, December 31,

2026 2025

(In thousands, except share and

per share data)

ASSETS

Current assets:

Cash and cash equivalents $ 399,225 $ 403,790

Short-term investments 472,094 435,538

Accounts receivable, net 181,960 181,734

Inventories 330,801 313,416

Prepaid income taxes 39,423 43,196

Prepaid expenses and other current assets 55,269 45,766

Total current assets 1,478,772 1,423,440

Long-term investments 32,693 76,533

Deferred income taxes, net 116,831 123,889

Goodwill 70,480 71,735

Intangible assets, net 44,893 49,933

Property, plant and equipment, net 641,916 637,516

Other assets 38,982 41,234

Total assets $ 2,424,567 $ 2,424,280

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable $ 42,879 $ 39,288

Accrued expenses and other current liabilities 192,458 184,849

Income taxes payable 3,986 9,900

Total current liabilities 239,323 234,037

Other long-term liabilities and deferred income taxes 58,066 62,113

Total liabilities 297,389 296,150

Commitments and contingencies

Stockholders' equity:

Common stock, $0.0001 par value, 175,000,000 shares authorized; 57,371,639 and 42,533,767 shares issued and outstanding, respectively, at June 30, 2026; 56,964,939 and 42,127,067 and shares issued and outstanding, respectively, at December 31, 2025.

6 6

Treasury stock, at cost, 14,837,872 shares held at June 30, 2026 and December 31, 2025, respectively.

(1,555,629) (1,555,629)

Additional paid-in capital 1,086,949 1,077,172

Retained earnings 2,651,790 2,644,964

Accumulated other comprehensive loss (55,938) (38,383)

Total stockholders' equity

2,127,178 2,128,130

Total liabilities and stockholders' equity

$ 2,424,567 $ 2,424,280

Exhibit 99.1

IPG PHOTONICS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended June 30,

2026 2025

(In thousands)

Cash flows from operating activities:

Net income $ 6,826 $ 10,363

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization 31,415 31,167

Impairment charges 17,574 —

Provisions for inventory, warranty & bad debt 20,556 22,080

Other 23,366 17,162

Changes in assets and liabilities that (used) provided cash:

Accounts receivable and accounts payable 3,811 (14,061)

Inventories (42,086) (23,837)

Other (29,133) (31,645)

Net cash provided by operating activities 32,329 11,229

Cash flows from investing activities:

Purchases of and deposits on property, plant and equipment (37,024) (40,176)

Proceeds from sales of property, plant and equipment 1,006 563

Purchases of investments (286,742) (579,814)

Proceeds from maturities of investments

297,335 357,859

Deposit received from buyer for assets held for sale 2,000 —

Other 85 52

Net cash used in investing activities (23,340) (261,516)

Cash flows from financing activities:

Payments for taxes related to net share settlement of equity awards less proceeds from issuance of common stock under employee stock option and purchase plans (10,755) (4,253)

Purchase of treasury stock net of excise tax, at cost

— (30,204)

Net cash used in financing activities (10,755) (34,457)

Effect of changes in exchange rates on cash, cash equivalents and cash held for sale (2,245) 23,888

Net decrease in cash, cash equivalents and cash held for sale (4,011) (260,856)

Cash and cash equivalents — Beginning of period 403,790 620,040

Cash, cash equivalents and cash held for sale — End of period $ 399,779 $ 359,184

Supplemental disclosures of cash flow information:

Cash paid for interest $ 7 $ 8

Cash paid for income taxes, net of refunds

$ 3,408 $ 32,918

Exhibit 99.1

IPG PHOTONICS CORPORATION

SUPPLEMENTAL SCHEDULE OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

Use of Non-GAAP Adjusted Financial Information

We refer to certain financial measures that are not recognized under United States generally accepted accounting principles (“GAAP”) and are provided as supplemental information to enhance understanding of the Company’s financial performance. These measures should not be considered as a substitute for, or superior to, GAAP financial measures. The following information provides the definition of adjusted gross profit, adjusted gross margin, adjusted operating income, EBITDA, adjusted EBITDA, adjusted net income, adjusted net earnings per share (EPS), and adjusted tax rate as presented, which are financial measures that are not calculated or presented in accordance with GAAP, and reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided adjusted gross profit, adjusted gross margin, adjusted operating income, EBITDA, adjusted EBITDA, adjusted net income, adjusted EPS, and an adjusted tax rate as supplemental information and in addition to the financial measures presented by the Company that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measure presented by the Company.

We define adjusted gross profit as reported gross profit, adjusted for non-recurring, infrequent, or unusual changes, including acquisition and integration charges and amortization of acquisition-related intangibles.

We define adjusted gross margin as adjusted gross profit divided by total revenue.

We define adjusted operating income as reported income from operations, adjusted for non-recurring, infrequent, or unusual charges, including acquisition and integration charges, amortization of acquisition-related intangibles, foreign exchange gains/losses and gain/loss on disposal of assets/divestiture.

We define EBITDA as net income plus interest expense (income), provision for income taxes, depreciation expense, and amortization expense.

We define adjusted EBITDA as EBITDA adjusted for non-recurring, infrequent, or unusual charges, and other adjustments that the Company believes appropriate, including stock-based compensation, acquisition and integration charges, foreign exchange gains/losses and gain/loss on disposal of assets/divestiture.

We define adjusted net income as reported net income, adjusted for non-recurring, infrequent, or unusual changes, and other adjustments that the Company believes appropriate, including amortization of acquisition-related intangibles, acquisition and integration charges, foreign exchange gains/losses and gain/loss on disposal of assets/divestiture, certain discrete tax items and non-GAAP income tax reconciling adjustments.

We define adjusted EPS as adjusted net income divided by the weighted-average diluted shares outstanding.

We define adjusted tax rate as the GAAP tax rate, adjusted for discrete tax items and the net impact of non-GAAP adjustments.

Management believes that these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. Specifically, these non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts.

In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. In addition, it should be noted that these non-GAAP financial measures may be different from non-GAAP measures used by other companies. Management may, however, utilize other measures to illustrate performance in the future. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided below. These non-GAAP measures exclude (i) special inventory provisions, (ii) amortization of acquisition-related intangibles, (iii) restructuring charges, (iv) acquisition and integration costs, (v) goodwill and intangible asset impairments, (vi) impairment charges, (vii) foreign exchange gains/losses, (viii) interest income, (ix)

Exhibit 99.1

benefit (provision) from income taxes, (x) depreciation, (xi) amortization, (xii) stock-based compensation, (xiii) gain/loss on disposal of assets/divestiture, (xiv) settlement and fees of litigation matters (xv) certain discrete tax items, and (xvi) non-GAAP income tax reconciling adjustments.

We have not provided a quantitative reconciliation of forward-looking Non-GAAP adjusted earnings per diluted share and adjusted EBITDA to their most directly comparable GAAP financial measures because we are unable to estimate with reasonable certainty the ultimate timing or amount of certain significant items without unreasonable efforts. This is due to the inherent difficulty of forecasting the timing and/or amount of various items that would impact adjusted earnings per diluted share and adjusted EBITDA. This includes items that have not yet occurred, are out of the Company’s control, cannot be reasonably predicted and/or for which there would not be any meaningful adjustment or difference. For the same reasons, the Company is unable to address the probable significance of the unavailable information.

Our non-GAAP tax provision for the fiscal second quarter of 2026 is 29%. The difference between our GAAP income tax provision and our non-GAAP income tax provision is presented as non-GAAP income tax reconciling adjustments.

Exhibit 99.1

IPG PHOTONICS CORPORATION

SUPPLEMENTAL SCHEDULE OF NON-GAAP MEASUREMENTS (UNAUDITED)

Reconciliation of Gross Profit to Adjusted Gross Profit, Adjusted Gross Margin

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands, except percentages)

Gross profit $ 112,524 $ 93,573 $ 212,023 $ 183,385

Gross margin 40.4% 37.3% 39.0% 38.3%

Amortization of acquisition-related intangibles 788 1,061 1,640 2,077

Acquisition and integration charges — 260 — 482

Adjusted gross profit $ 113,312 $ 94,894 $ 213,663 $ 185,944

Adjusted gross margin 40.7% 37.8% 39.3% 38.9%

Reconciliation of Operating income (loss) to Adjusted Operating Income

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Operating income (loss) $ 4,531 $ 104 $ (3,205) $ 1,931

Amortization of acquisition-related intangibles 2,021 2,594 4,110 5,096

Restructuring charges 285 — 351 —

Acquisition and integration charges (70) 1,068 836 2,059

Impairment charges 17,574 — 17,574 —

Settlement and fees of litigation matters

307 — 14,435 —

(Gain) loss on foreign exchange

(782) 3,098 (982) 5,509

Adjusted operating income $ 23,866 $ 6,864 $ 33,119 $ 14,595

Exhibit 99.1

Reconciliation of Net income to Adjusted EBITDA

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Net income $ 5,242 $ 6,605 $ 6,826 $ 10,363

Interest income, net

(7,110) (8,001) (14,032) (15,445)

Provision for income taxes 7,299 1,666 6,734 8,523

Depreciation 12,714 12,172 25,461 23,728

Amortization 2,809 3,654 5,954 7,439

EBITDA $ 20,954 $ 16,096 $ 30,943 $ 34,608

Impairment charges 17,574 — 17,574 —

Stock based compensation 10,234 11,287 20,575 22,054

Restructuring charges 285 — 351 —

Acquisition and integration charges (70) 1,068 836 2,059

Settlement and fees of litigation matters

307 — 14,435 —

(Gain) loss on foreign exchange

(782) 3,098 (982) 5,509

Adjusted EBITDA $ 48,502 $ 31,549 $ 83,732 $ 64,230

Reconciliation of GAAP to Non-GAAP Net Income, and GAAP to Non-GAAP Net Income per Share, Diluted

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands, except per share data)

Net income $ 5,242 $ 6,605 $ 6,826 $ 10,363

Impairment charges 17,574 — 17,574 —

Amortization of acquisition-related intangibles 2,021 2,594 4,110 5,096

Restructuring charges 285 — 351 —

Acquisition and integration charges (70) 1,068 836 2,059

Settlement and fees of litigation matters

307 — 14,435 —

(Gain) loss on foreign exchange

(782) 3,098 (982) 5,509

Certain discrete tax items 284 275 (835) 4,889

Tax impact of non-GAAP adjustments (119) (710) (5,056) (1,858)

Adjusted net income $ 24,742 $ 12,930 $ 37,259 $ 26,058

Adjusted net earnings per diluted share $ 0.58 $ 0.30 $ 0.87 $ 0.61

Weighted average diluted shares outstanding 42,913 42,577 42,914 42,720

Reconciliation of GAAP to Non-GAAP Effective Tax Rate

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Tax rate

58 % 20 % 50 % 45 %

Discrete tax items (5) % (3) % 12 % (26) %

Net impact of non-GAAP adjustments (24) % (3) % (33) % (2) %

Adjusted tax rate

29 % 14 % 29 % 17 %

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Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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dei_DocumentType

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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- Definition

Name of the City or Town

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No definition available.

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Period Type:

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- Definition

Code for the postal or zip code

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No definition available.

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Data Type:

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- Definition

Name of the state or province.

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No definition available.

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Name:

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Data Type:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

Name:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

Name:

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Data Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Name:

dei_SolicitingMaterial

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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