XML 32 R21.htm IDEA: XBRL DOCUMENT
v3.26.1

Equity | 6 Months Ended
--- | ---
Jul. 03, 2026
Equity [Abstract] |
Equity | Equity Share Repurchase Program On August 13, 2024, the Board of Directors authorized and approved a share repurchase program to repurchase up to five million shares of the Company’s Common stock, par value $0.001 per share, from time-to-time on the open market, in privately negotiated transactions or as may otherwise be determined by the Company’s management in its discretion. No repurchases of the Company’s Common stock have been made through the share repurchase program since inception. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions, applicable legal requirements and other factors. There is no term associated with the repurchase authorization. Performance-Based Stock Option Awards On June 10, 2026 and July 1, 2026, the Company granted performance-based non-qualified stock option awards (the “Performance Option Awards”) covering an aggregate of 2,394,496 shares of Common stock under the Company’s Amended and Restated 2022 Omnibus Incentive Plan. The June 10, 2026 awards covering 2,336,440 shares have an exercise price of $82.92 per share, equal to the closing price of the Company’s Common stock on that date, and a seven-year contractual term expiring June 9, 2033. The July 1, 2026 awards covering 58,056 shares have an exercise price of $93.69 per share, equal to the closing price of the Company’s Common stock on that date, and a seven-year contractual term expiring June 30, 2033. As of July 3, 2026, all 2,394,496 Performance Option Awards were outstanding. Each Performance Option Award is divided into three equal tranches, with vesting contingent upon both a market-based stock price condition and a service condition. The stock price condition requires the Company’s 30-trading-day average closing stock price to equal or exceed $140.00, $170.00 and $200.00 per share for Tranches One, Two and Three, respectively, during the four-year performance period commencing on the second anniversary of the applicable grant date. The shares within each tranche vest ratably across three service vesting dates, being the fourth, fifth and sixth anniversaries of the applicable grant date, provided that the award recipient remains continuously employed by the Company through each such vesting date, and each vesting portion is treated as a separate award for expense recognition purposes, with compensation cost recognized ratably for each tranche over its respective service period. Any tranche for which the applicable stock price hurdle is not achieved during the performance period will be forfeited in full. Valuation Assumptions The grant-date fair value of each tranche was estimated using a Monte Carlo simulation model. The June 10, 2026 and July 1, 2026 grants were valued separately as of their respective grant dates using the weighted-average assumptions included in the tables below. The weighted-average grant-date fair value of Performance Option Awards granted during the six months ended July 3, 2026 was $26.90 per option, with a total aggregate grant-date fair value of $64.4 million. The weighted-average assumptions used in the Monte Carlo simulation were as follows:
Expected annualized volatility(1) | 32.0 | %
Risk-free interest rate(2) | 4.4 | %
Expected dividend yield | 0.6 | %
Contractual term | 7.0 years
(1) Expected volatility based on the average historical stock price volatility of a group of peer companies over a seven-year period consistent with the contractual term of the award. (2) Risk-free rate based on the U.S. Treasury yield curve at the applicable grant date for a seven-year period consistent with the contractual term of the award. Compensation Expense and Unrecognized Cost During the three and six months ended July 3, 2026, the Company recognized $0.7 million of stock-based compensation expense related to the Performance Option Awards, included in Selling, general and administrative expense on the Company’s Consolidated and Condensed Statements of Operations. As of July 3, 2026, total unrecognized compensation cost related to the Performance Option Awards was $63.7 million, which is expected to be recognized over a weighted-average period of approximately 4.9 years. Mandatory Convertible Preferred Stock and Common Stock Issuance On June 1, 2026, in connection with the closing of the Acquisition, the Company completed the previously announced private placements of (i) 175,000 shares (the “Preferred Shares”) of its 6.50% Series A Mandatory Convertible Preferred Stock (“MCPS”), par value $0.001 per share, pursuant to that certain Preferred Stock Purchase Agreement dated February 2, 2026, between the Company and certain institutional investors thereto, for aggregate gross proceeds of approximately $175.0 million and (ii) 1,254,255 shares of its Common stock in accordance with that certain Common Stock Purchase Agreement dated February 2, 2026 (the “Common Stock Agreement”) between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $143 million. The MCPS was issued at a price of $1,000 per Preferred Share and the net proceeds to the Company, after deducting the fees payable to the placement agents, was $171.1 million. The gross proceeds were recorded to MCPS with the related issuance costs of $3.9 million recorded as a reduction to MCPS. The Common stock was issued at a price of $114.00 per share and the net proceeds to the Company, after deducting the fees payable to the placement agent, was $139.8 million. In connection with the Common Stock Agreement, the Company agreed to provide the purchasers of Common stock with certain customary registration rights with respect to the shares of Common stock issued thereunder. The gross proceeds were recorded to Common Stock at par value and the remainder was recorded to additional paid-in capital within shareholders’ equity. The related issuance costs of $3.2 million were recorded as a reduction to additional paid-in capital. The MCPS purchasers include one or more entities affiliated with Mitchell Rales, the Executive Chair of the Board of Directors, and one or more entities affiliated with Steven Rales, Mr. Rales’ brother, who purchased $100.0 million and $25.0 million, respectively, of the MCPS for investment purposes. The remaining $50.0 million was purchased by other third parties. The pricing and other terms of the MCPS were negotiated with the unaffiliated institutional investors participating in the private placement, and the entities affiliated with Mitchell Rales and Steven Rales purchased their MCPS on the same terms and at the same price as agreed upon with those unaffiliated investors. The MCPS was issued on the Acquisition closing date June 1, 2026 and will mandatorily convert into common stock on the mandatory conversion date, which is approximately three years from issuance, unless earlier converted by the holder or upon a fundamental change. The shares accrue cumulative dividends at a rate of 6.50% per annum ($65.00 per share per annum), payable in cash quarterly when, as and if declared. If any Preferred Stock remains outstanding, no dividends may be declared or paid on Common Stock or other junior stock unless all accumulated and unpaid dividends on the Preferred Stock have been declared and paid in full. The Fixed Conversion Rates are subject to customary anti-dilution adjustments for stock dividends, share splits and combinations, rights or warrant issuances, certain distributions, cash dividends exceeding $0.10 per share per quarter, and tender or exchange offers. Unless previously converted, each share will automatically convert on the conversion date at a rate ranging from 7.1806 to 8.2576 shares of Common stock, depending on the average market price during the specified settlement period and subject to certain customary anti‑dilution and other protective adjustment provisions. In the aggregate, conversion of all 175,000 shares of Preferred Stock would result in the issuance of between approximately 1,256,605 and 1,445,080 shares of Common Stock. No fractional shares will be issued; the Company will pay cash in lieu thereof. Holders may elect early conversion at the minimum conversion rate, subject to adjustments for unpaid dividends. The preferred stock has a liquidation preference senior to common equity and is not redeemable, except for limited redemptions required to address regulatory ownership restrictions. Holders of the MCPS generally do not have voting rights except as required by Delaware law. However, upon a nonpayment (failure to declare and pay dividends for six or more dividend periods), holders may elect two additional directors to the Board, and certain protective matters (including issuance of senior stock or adverse amendments to the Certificate of Designations) require the affirmative vote of at least two-thirds of the outstanding MCPS. Accumulated Other Comprehensive Loss The following tables present the changes in the balances of each component of AOCL including reclassifications out of AOCL for the six months ended July 3, 2026 and July 4, 2025. All amounts are net of tax and noncontrolling interest, if any.
| Accumulated Other Comprehensive Loss Components
| Net Unrecognized Pension and Other Post-Retirement Benefit Cost |  | Foreign Currency Translation Adjustment |  | Net Investment Hedges |  |  |  | Total
| (In thousands)
Balance at December 31, 2025 | $ | (51,677) |  |  | $ | (450,325) |  |  | $ | (37,714) |  |  |  |  | $ | (539,716) |
Other comprehensive income (loss) before reclassifications: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment | 110 |  |  | (29,642) |  |  | 6,729 |  |  |  |  | (22,803) |
Gain on long-term intra-entity foreign currency transactions | — |  |  | 5,137 |  |  | — |  |  |  |  | 5,137 |
Other comprehensive income (loss) before reclassifications | 110 |  |  | (24,505) |  |  | 6,729 |  |  |  |  | (17,666) |
Amounts reclassified from Accumulated other comprehensive loss(1) | 369 |  |  | — |  |  | — |  |  |  |  | 369 |
Net current period Other comprehensive income (loss) | 479 |  |  | (24,505) |  |  | 6,729 |  |  |  |  | (17,297) |
Balance at April 3, 2026 | $ | (51,198) |  |  | $ | (474,830) |  |  | $ | (30,985) |  |  |  |  | $ | (557,013) |
Other comprehensive income before reclassifications: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment | 47 |  |  | 3,816 |  |  | 2,902 |  |  |  |  | 6,765 |
Gain on long-term intra-entity foreign currency transactions | — |  |  | 1,994 |  |  | — |  |  |  |  | 1,994 |
Other comprehensive income before reclassifications | 47 |  |  | 5,810 |  |  | 2,902 |  |  |  |  | 8,759 |
Amounts reclassified from Accumulated other comprehensive loss(1) | 82 |  |  | — |  |  | — |  |  |  |  | 82 |
Net current period Other comprehensive income | 129 |  |  | 5,810 |  |  | 2,902 |  |  |  |  | 8,841 |
Balance at July 3, 2026 | $ | (51,069) |  |  | $ | (469,020) |  |  | $ | (28,083) |  |  |  |  | $ | (548,172) |
(1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost.
| Accumulated Other Comprehensive Loss Components
| Net Unrecognized Pension and Other Post-Retirement Benefit Cost |  | Foreign Currency Translation Adjustment |  | Net Investment Hedges |  | Cash Flow Hedges |  | Total
| (In thousands)
Balance at December 31, 2024 | $ | (50,352) |  |  | $ | (679,791) |  |  | $ | (1,247) |  |  | $ | 1,816 |  |  | $ | (729,574) |
Other comprehensive (loss) income before reclassifications: |  |  |  |  |  |  |  |  |
Net actuarial loss | 48 |  |  | — |  |  | — |  |  | — |  |  | 48 |
Foreign currency translation adjustment | (421) |  |  | 94,613 |  |  | (15,371) |  |  | — |  |  | 78,821 |
Gain on long-term intra-entity foreign currency transactions | — |  |  | 391 |  |  | — |  |  | — |  |  | 391 |
Unrealized gain on cash flow hedges | — |  |  | — |  |  | — |  |  | 16 |  |  | 16 |
Other comprehensive (loss) income before reclassifications | (373) |  |  | 95,004 |  |  | (15,371) |  |  | 16 |  |  | 79,276 |
Amounts reclassified from Accumulated other comprehensive loss(1)(2) | 273 |  |  | — |  |  | — |  |  | (1,832) |  |  | (1,559) |
Net current period Other comprehensive (loss) income | (100) |  |  | 95,004 |  |  | (15,371) |  |  | (1,816) |  |  | 77,717 |
Balance at April 4, 2025 | $ | (50,452) |  |  | $ | (584,787) |  |  | $ | (16,618) |  |  | $ | — |  |  | $ | (651,857) |
Other comprehensive (loss) income before reclassifications: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment | (431) |  |  | 117,446 |  |  | (25,027) |  |  | — |  |  | 91,988 |
Gain on long-term intra-entity foreign currency transactions | — |  |  | 9,968 |  |  | — |  |  | — |  |  | 9,968 |
Other comprehensive (loss) income before reclassifications | (431) |  |  | 127,414 |  |  | (25,027) |  |  | — |  |  | 101,956 |
Amounts reclassified from Accumulated other comprehensive loss(1) | 202 |  |  | — |  |  | — |  |  | — |  |  | 202 |
Net current period Other comprehensive (loss) income | (229) |  |  | 127,414 |  |  | (25,027) |  |  | — |  |  | 102,158 |
Balance at July 4, 2025 | $ | (50,681) |  |  | $ | (457,373) |  |  | $ | (41,645) |  |  | $ | — |  |  | $ | (549,699) |
(1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost. (2) The amount within the Cash Flow Hedges column is a component of Interest expense and other, net. See Note 10, “Derivatives” for additional details.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration