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What changed in MUELLER INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MUELLER INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+293 added−288 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in MUELLER INDUSTRIES INC's 2025 10-K

293 paragraphs added · 288 removed · 242 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

222 edited+40 added−42 removed223 unchanged
Biggest changeAffiliates Total Balance at December 31, 2022 $ (69,238) $ 1,486 $ 1,222 $ 2,355 $ (64,175) Other comprehensive income (loss) before reclassifications 21,162 1,146 (3,499) 917 19,726 Amounts reclassified from AOCI — (2,419) (353) — (2,772) Balance at December 30, 2023 (48,076) 213 (2,630) 3,272 (47,221) Other comprehensive (loss) income before reclassifications (27,850) 182 (3,449) (1,152) (32,269) Amounts reclassified from AOCI — (586) (203) — (789) Balance at December 28, 2024 $ (75,926) $ (191) $ (6,282) $ 2,120 $ (80,279) Reclassification adjustments out of AOCI were as follows: Amount reclassified from AOCI (In thousands) 2024 2023 2022 Affected Line Item Unrealized losses (gains) on derivatives: Commodity contracts $ (745) $ (3,109) $ 9,891 Cost of goods sold 159 690 (2,225) Income tax expense (benefit) $ (586) $ (2,419) $ 7,666 Net of tax and noncontrolling interests Amortization of net loss (gain) and prior service cost on employee benefit plans $ (260) $ (451) $ (1,277) Other (expense) income, net 57 98 332 Income tax expense $ (203) $ (353) $ (945) Net of tax and noncontrolling interests F-60 Note 20 – Quarterly Financial Information (Unaudited) (1) (In thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2024 Net sales $ 849,654 $ 997,745 $ 997,831 $ 923,536 Gross profit (2) 240,951 272,755 275,362 255,370 Consolidated net income 141,709 163,447 171,783 140,603 Net income attributable to Mueller Industries, Inc. 138,363 160,165 168,699 137,652 Basic earnings per share 1.24 1.44 1.51 1.23 Diluted earnings per share 1.21 1.41 1.48 1.21 Dividends per share 0.20 0.20 0.20 0.20 2023 Net sales $ 971,192 $ 896,984 $ 819,792 $ 732,377 Gross profit (2) 292,394 257,712 240,734 195,994 Consolidated net income 175,093 179,551 135,709 119,296 Net income attributable to Mueller Industries, Inc. 173,239 177,711 132,709 119,238 Basic earnings per share 1.56 1.60 1.19 1.07 Diluted earnings per share 1.54 1.56 1.17 1.05 Dividends per share 0.15 0.15 0.15 0.15 (1) The sum of quarterly amounts may not equal the annual amounts reported due to rounding.
Biggest changeAffiliates Total Balance at December 30, 2023 $ (48,076) $ 213 $ (2,630) $ 3,272 $ (47,221) Other comprehensive (loss) income before reclassifications (27,850) 182 (3,449) (1,152) (32,269) Amounts reclassified from AOCI — (586) (203) — (789) Balance at December 28, 2024 (75,926) (191) (6,282) 2,120 (80,279) Other comprehensive income before reclassifications 23,847 6,410 2,997 725 33,979 Amounts reclassified from AOCI — (4,525) (10) — (4,535) Balance at December 27, 2025 $ (52,079) $ 1,694 $ (3,295) $ 2,845 $ (50,835) Reclassification adjustments out of AOCI were as follows: Amount reclassified from AOCI (In thousands) 2025 2024 2023 Affected Line Item Unrealized gains on derivatives: Commodity contracts $ (5,839) $ (745) $ (3,109) Cost of goods sold 1,314 159 690 Income tax expense $ (4,525) $ (586) $ (2,419) Net of tax and noncontrolling interests Amortization of net loss (gain) and prior service cost on employee benefit plans $ (22) $ (260) $ (451) Other income (expense), net 12 57 98 Income tax expense $ (10) $ (203) $ (353) Net of tax and noncontrolling interests Note 20 – Related Party Transactions The non-controlling interest in the Company’s South Korean joint venture owns 100 percent of a copper tube mill which supplies Mueller affiliates.
If the qualitative assessment is not conclusive, management compares the fair value of a reporting unit with its carrying amount and will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
If the qualitative assessment is not conclusive, management compares the fair value of a reporting unit with its carrying amount and will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
The obligations for these plans are determined by actuaries and affected by the assumptions, including discount rates, expected long-term return on plan assets for defined benefit pension plans, and certain employee-related factors, such as retirement age and mortality. The Company evaluates its assumptions periodically and makes adjustments as necessary.
The obligations for these plans are determined by actuaries and affected by certain assumptions, including discount rates, expected long-term return on plan assets for defined benefit pension plans, and certain employee-related factors, such as retirement age and mortality. The Company evaluates its assumptions periodically and makes adjustments as necessary.
(MCTC), an indirect, wholly-owned subsidiary of the Company. The proceeds of the loans from the CDEs, including loans representing the capital contribution made by Wells Fargo, net of syndication fees, are restricted for use on the modernization project. F-46 The NMTC is subject to 100 percent recapture for a period of seven years as provided in the Internal Revenue Code.
(MCTC), an F-46 indirect, wholly-owned subsidiary of the Company. The proceeds of the loans from the CDEs, including loans representing the capital contribution made by Wells Fargo, net of syndication fees, are restricted for use on the modernization project. The NMTC is subject to 100 percent recapture for a period of seven years as provided in the Internal Revenue Code.
Performance Stock Awards Performance stock awards require achievement of certain performance criteria which are predefined by the Compensation Committee of the Board of Directors at the time of grant. The fair value of each performance stock award equals the fair value F-58 of the Company’s stock on the grant date.
F-58 Performance Stock Awards Performance stock awards require achievement of certain performance criteria which are predefined by the Compensation Committee of the Board of Directors at the time of grant. The fair value of each performance stock award equals the fair value of the Company’s stock on the grant date.
F-9 Cash Used in Financing Activities For 2024, net cash used in financing activities consisted primarily of (i) $89.1 million used for the payment of regular quarterly dividends to stockholders of the Company, (ii) $48.7 million used for the repurchase of common stock, and (iii) $22.9 million used to settle stock-based awards.
For 2024, net cash used in financing activities consisted primarily of (i) $89.1 million used for the payment of regular quarterly dividends to stockholders of the Company, (ii) $48.7 million used for the repurchase of common stock of the Company, and (iii) $22.9 million used to settle stock-based awards .
Note 14 – Benefit Plans Pension and Other Postretirement Plans The Company sponsors several qualified and nonqualified pension plans and other postretirement benefit plans for certain employees. The information disclosed below does not include the pension plan in South Korea, as it is immaterial to the Company’s Consolidated Financial Statements.
Note 14 – Benefit Plans Pension and Other Postretirement Plans The Company sponsors several qualified and nonqualified pension plans and other postretirement benefit plans for certain employees. The information disclosed below does not include a pension plan in South Korea, as it is immaterial to the Company’s Consolidated Financial Statements.
F-23 Notes to Consolidated Financial Statements Note 1 – Summary of Significant Accounting Policies Nature of Operations The principal business of Mueller Industries, Inc. is the manufacture and sale of copper tube and fittings; line sets; steel nipples; brass rod, bar, and shapes; aluminum and brass forgings; aluminum impact extrusions; compressed gas valves; refrigeration valves and fittings; pressure vessels; insulated flexible duct systems; and high-quality wire and cable solutions.
F-22 Notes to Consolidated Financial Statements Note 1 – Summary of Significant Accounting Policies Nature of Operations The principal business of Mueller Industries, Inc. is the manufacture and sale of copper tube and fittings; line sets; steel nipples; brass rod, bar, and shapes; aluminum and brass forgings; aluminum impact extrusions; compressed gas valves; refrigeration valves and fittings; compressed gas valves; pressure vessels; insulated flexible duct systems; and high-quality wire and cable solutions.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statement identifying important economic, political, and technological factors, among others, which F-14 could cause actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statement identifying important economic, political, and technological factors, among others, which could cause actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.
The sealing program achieved significant F-52 reductions in the metal load in discharges from these adits; however, additional reductions are required pursuant to an order issued by the California Regional Water Quality Control Board (QCB). In response to a 1996 QCB Order, MRRC completed a feasibility study in 1997 describing measures designed to mitigate the effects of acid rock drainage.
The sealing program achieved significant reductions in the metal load in discharges from these adits; however, additional reductions are required pursuant to an order issued by the California Regional Water Quality Control Board (QCB). In response to a 1996 QCB Order, MRRC completed a feasibility study in 1997 describing measures designed to mitigate the effects of acid rock drainage.
Summarized product line, geographic, and segment information is shown in the following tables. Unallocated expenses include general corporate expenses, plus certain charges or credits not included in segment activity. Geographic sales data indicates the location from which products are shipped. During 2024, 2023, and 2022, no single customer exceeded 10 percent of worldwide sales.
Summarized product line, geographic, and segment information is shown in the following tables. Unallocated expenses include general corporate expenses, plus certain charges or credits not included in segment activity. Geographic sales data indicates the location from which products are shipped. During 2025, 2024, and 2023, no single customer exceeded 10 percent of worldwide sales.
Cash (Used in) Provided by Investing Activities The major components of net cash used in investing activities in 2024 included (i) $602.7 million for the acquisitions of Nehring and Elkhart, net of cash acquired, (ii) capital expenditures of $80.2 million, (iii) the purchase of short-term investments of $21.3 million, (iv) investments in unconsolidated affiliates of $8.7 million, (v) the purchase of long-term investments of $6.8 million, and (vi) the issuance of notes receivable of $3.8 million.
The major components of net cash used in investing activities in 2024 included (i) $602.7 million for the acquisitions of Nehring and Elkhart, net of cash acquired, (ii) capital expenditures of $80.2 million, (iii) the purchase of short-term investments of $21.3 million, (iv) investments in unconsolidated affiliates of $8.7 million, (v) the purchase of long-term investments of $6.8 million, and (vi) the issuance of notes receivable of $3.8 million.
In March 2022, Lead Refinery entered into an administrative settlement agreement and order on consent with the EPA, along with the four other PRPs, which involves payment of certain past and future costs relating to operable unit 1, in exchange for certain releases and F-53 contribution protection for the Company, Lead Refinery, and their respective affiliates relating to that operable unit.
In March 2022, Lead Refinery entered into an administrative settlement agreement and order on consent with the EPA, along with the four other PRPs, which involves payment of certain past and future costs relating to operable unit 1, in exchange for certain releases and contribution protection for the Company, Lead Refinery, and their respective affiliates relating to that operable unit.
The Company incurred approximately $2.7 million of transaction-related expenses which are included in selling, general, and administrative expense in the Consolidated Statement of Income for the year ended December 28, 2024. The following table presents pro forma consolidated results of operations as if the Nehring acquisition had occurred at the beginning of 2023.
The Company incurred approximately $2.7 million of transaction-related expenses which were included in selling, general, and administrative expense in the Consolidated Statement of Income for the year ended December 28, 2024. The following table presents pro forma consolidated results of operations as if the Nehring acquisition had occurred at the beginning of 2023.
The fair value of each reporting unit is estimated using a combination of th e income and market approaches, incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Estimates used by management can significantly affect the outcome of the impairment test.
F-12 The fair value of each reporting unit is estimated using a combination of th e income and market approaches, incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. Estimates used by management can significantly affect the outcome of the impairment test.
This gain is reported within Corporate and Eliminations. The results of Heatlink Group, prior to deconsolidation, were included within the Piping Systems segment. F-33 Industrial Metals Industrial Metals is composed of the following operating segments: Brass Rod, Impacts & Micro Gauge, Brass Value-Added Products, Precision Tube, and Nehring (acquired in fiscal June 2024).
This gain is reported within Corporate and Eliminations. The results of Heatlink Group, prior to deconsolidation, were included within the Piping Systems segment. Industrial Metals Industrial Metals is composed of the following operating segments: Brass Rod, Impacts & Micro Gauge, Brass Value-Added Products, Precision Tube, and Nehring (acquired in fiscal June 2024).
Stock-Based Compensation The Company has in effect stock incentive plans under which stock-based awards have been granted to certain employees and members of its Board of Directors. Stock-based compensation expense is recognized in the Consolidated Statements of Income as a component of selling, general, and administrative expense based on the grant date fair value of the awards.
Stock-Based Compensation The Company has in effect stock incentive plans under which stock-based awards have been granted to certain employees and members of its Board of Directors. Stock-based compensation expense is recognized in the Consolidated Statements of Income as F-27 a component of selling, general, and administrative expense based on the grant date fair value of the awards.
F-28 Concentrations of Credit and Market Risk Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company’s customer base, and their dispersion across different geographic areas and different industries, including HVAC, plumbing, refrigeration, hardware, automotive, OEMs, energy, telecommunication, electrical transmission and distribution, and others.
Concentrations of Credit and Market Risk Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company’s customer base, and their dispersion across different geographic areas and different industries, including HVAC, plumbing, refrigeration, hardware, automotive, OEMs, energy, telecommunication, electrical transmission and distribution, and others.
Intersegment expenses are included within the amounts shown. (2) Manufacturing costs include material, manufacturing conversion costs, and freight. (3) Other segment items include administrative employee compensation expense, professional fees, foreign currency exchange gains/losses, other overhead costs, and other items such as gains/losses on sale of assets, impairment charges, and gains on insurance settlements (as applicable).
Intersegment expenses are included within the amounts shown. (2) Manufacturing costs include material, manufacturing conversion costs, and freight. (3) Other segment items include administrative employee compensation expense, professional fees, foreign currency exchange gains/losses, other overhead costs, and other items such as gains/losses on sale of assets, impairment charges, and gains on insurance proceeds (as applicable).
While the matter was still pending, the Company and the United States reached an agreement to settle the appeal. Subject to the conditions of the agreement, the Company anticipated that certain of its subsidiaries would incur antidumping duties on subject imports made during the period of review F-54 and, as such, established a reserve for this matter.
While the matter was still pending, the Company and the United States reached an agreement to settle the appeal. Subject to the conditions of the agreement, the Company anticipated that certain of its subsidiaries would incur antidumping duties on subject imports made during the period of review and, as such, established a reserve for this matter.
The assumptions used for the reporting unit with fair values exceeding carrying values of 10 percent or less are more sensitive to future performance and will be monitored accordingly. Business Combinations We allocate the consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values.
The assumptions used for reporting units with fair values exceeding carrying values of 10 percent or less are more sensitive to future performance and will be monitored accordingly. Business Combinations We allocate the consideration of an acquired business to its identifiable assets and liabilities based on estimated fair values.
F-13 If actual results are materially different than the assumptions we used to determine fair value of the assets and liabilities acquired through a business combination, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings.
If actual results are materially different than the assumptions we used to determine fair value of the assets and liabilities acquired through a business combination, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings.
Guarantees Guarantees, in the form of letters of credit, are issued by the Company generally to assure the payment of insurance deductibles, certain retiree health benefits, and debt at certain unconsolidated affiliates. The terms of the guarantees are generally one year but are renewable annually as required. These letters are primarily backed by the Company’s revolving credit facility.
F-54 Guarantees Guarantees, in the form of letters of credit, are issued by the Company generally to assure the payment of insurance deductibles, certain retiree health benefits, and debt at certain unconsolidated affiliates. The terms of the guarantees are generally one year but are renewable annually as required. These letters are primarily backed by the Company’s revolving credit facility.
As a result of the settlement with the insurer, all proceeds received and all costs previously deferred (which were recorded as other current liabilities in prior periods) were recognized, resulting in a pre-tax gain of $19.5 million in the second quarter of 2023, or 13 cents per diluted share after tax.
As a result of the settlement with the insurer, all proceeds received and all costs previously deferred (which were recorded as other current liabilities in prior periods) were recognized, resulting in a pre-tax gain of $19.5 million in 2023, or 13 cents per diluted share after tax.
At this borrowing level, a hypothetical 10 percent increase in interest rates would have had an insignificant unfavorable impact on our pre-tax earnings and cash flows. The primary interest rate exposure on variable-rate debt is based on the Secured Overnight Financing Rate (SOFR).
At this borrowing level, a hypothetical 10 percent increase in interest rates would have had an insignificant unfavorable impact on our pre-tax earnings F-11 and cash flows. The primary interest rate exposure on variable-rate debt is based on the Secured Overnight Financing Rate (SOFR).
Goodwill is measured as the excess of the purchase price over the net amount allocated to the identifiable assets acquired and liabilities assumed. While management uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and F-24 subject to refinement.
Goodwill is measured as the excess of the purchase price over the net amount allocated to the identifiable assets acquired and liabilities assumed. While management uses its best estimates and assumptions to F-23 accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement.
F-29 Foreign Currency Translation For foreign subsidiaries for which the functional currency is not the U.S. dollar, balance sheet accounts are translated at exchange rates in effect at the end of the year and income statement accounts are translated at average exchange rates for the year. Translation gains and losses are included in equity as a component of AOCI.
Foreign Currency Translation For foreign subsidiaries for which the functional currency is not the U.S. dollar, balance sheet accounts are translated at exchange rates in effect at the end of the year and income statement accounts are translated at average exchange rates for the year. Translation gains and losses are included in equity as a component of AOCI.
Note 2 – Acquisitions and Dispositions 2024 Acquisitions Elkhart Products Corporation On August 2, 2024, the Company entered into an equity purchase agreement to acquire all of the outstanding shares of Elkhart Products Corporation (Elkhart) for approximately $38.2 million in cash at closing, net of cash acquired and working capital adjustments.
F-29 Note 2 – Acquisitions and Dispositions 2024 Acquisitions Elkhart Products Corporation On August 2, 2024, the Company entered into an equity purchase agreement to acquire all of the outstanding shares of Elkhart Products Corporation (Elkhart) for approximately $38.2 million in cash at closing, net of cash acquired and working capital adjustments.
The fair value of each option is estimated as a single award and amortized into compensation expense on a straight-line or accrual basis over its vesting period based on its vesting schedule. There were no stock options granted in 2022, 2023, or 2024.
The fair value of each option is estimated as a single award and amortized into compensation expense on a straight-line or accrual basis over its vesting period based on its vesting schedule. There were no stock options granted in 2025, 2024, or 2023.
Changes in these estimates related to the value of inventory, if any, may result in a materially adverse impact on the Company’s reported financial position or results of operations. The Company F-25 recognizes the impact of any changes in estimates, assumptions, and judgments in income in the period in which it is determined.
Changes in these estimates related to the value of inventory, if any, may result in a materially adverse impact on the Company’s reported financial position or results of operations. The Company recognizes the impact of any changes in estimates, assumptions, and judgments in income in the period in which it is determined.
The increase in cost of goods sold in 2024 was primarily due to the factors noted above regarding the change in net sales. Depreciation and amortization increased in 2024 as a result of incremental expenses associated with the acquisition of Nehring.
The increase in cost of goods sold in 2025 was primarily due to the factors noted above regarding the change in net sales. Depreciation and amortization increased in 2025 as a result of incremental expenses associated with the acquisition of Nehring.
Bonita Peak Mining District Following an August 2015 spill from the Gold King Mine into the Animas River near Silverton, Colorado, the EPA listed the Bonita Peak Mining District on the NPL. Said listing was finalized in September 2016.
F-53 Bonita Peak Mining District Following an August 2015 spill from the Gold King Mine into the Animas River near Silverton, Colorado, the EPA listed the Bonita Peak Mining District on the NPL. Said listing was finalized in September 2016.
F-57 Note 17 – Equity The Company’s Board of Directors has extended, until July 2026, its authorization to repurchase up to 40 million shares of the Company’s common stock through open market transactions or through privately negotiated transactions.
Note 17 – Equity The Company’s Board of Directors has extended, until July 2026, its authorization to repurchase up to 40 million shares of the Company’s common stock through open market transactions or through privately negotiated transactions.
There were also increases due to non-cash adjustments primarily consisting of (i) depreciation and amortization of $53.4 million and (ii) stock-based compensation expense of $26.8 million. These increases were partially offset by (i) an increase in accounts receivable of $56.6 million, (ii) an increase in inventories of $32.8 million, and (iii) gains of the sale of properties of $5.8 million.
There were also increases due to non-cash adjustments primarily consisting of (i) depreciation and amortization of $53.4 million and (ii) stock-based compensation expense of $26.8 million. These increases were partially offset by (i) an increase in accounts receivable of $56.6 million, (ii) an increase in inventories of $32.8 million, and (iii) gains on the disposal of properties of $5.8 million.
In circumstances where the Company is aware of a customer’s inability to meet their financial obligations (e.g., bankruptcy filings or substantial credit rating downgrades), it records an allowance for doubtful accounts against amounts due to reduce the net recognized receivable to the amount it believes most likely will be collected.
In circumstances where the Company is aware of a customer’s inability to meet their financial obligations (e.g., bankruptcy filings or substantial credit rating downgrades), it records an allowance for credit losses against amounts due to reduce the net recognized receivable to the amount it believes most likely will be collected.
F-49 The weighted average asset allocation of the Company’s pension fund assets are as follows: Pension Plan Assets Asset category 2024 2023 Pooled liability investments 5 % 99 % Buy-in contract 94 — Cash and equivalents (includes money market funds) 1 1 Total 100 % 100 % The Company’s investments for its pension plans are reported at fair value.
F-49 The weighted average asset allocation of the Company’s pension fund assets are as follows: Pension Plan Assets Asset category 2025 2024 Buy-in contract 94 % 94 % Pooled liability investments 5 5 Cash and equivalents (includes money market funds) 1 1 Total 100 % 100 % The Company’s investments for its pension plans are reported at fair value.
F-32 The following details the total intangible assets identified in the allocation of the purchase price at the respective acquisition dates: (In thousands) Estimated Useful Life Nehring Intangible asset type: Customer relationships 20 years $ 208,080 Non-compete agreements 5 years 700 Trade names 15 years 54,530 Certifications 5 years 8,390 Total intangible assets $ 271,700 2023 Disposition Heatlink Group Effective July 3, 2023, the Company transferred 100 percent of the outstanding shares of Heatlink Group, Inc. and Heatlink Group USA, LLC for an additional 11 percent equity interest in the limited liability company in the retail distribution business.
The following details the total intangible assets identified in the allocation of the purchase price at the respective acquisition dates: (In thousands) Estimated Useful Life Elkhart Nehring Intangible asset type: Customer relationships 20 years $ — $ 208,080 Non-compete agreements 5 years — 700 Trade names 10-15 years 560 54,530 Certifications 5 years — 8,390 Total intangible assets $ 560 $ 271,700 2023 Disposition Heatlink Group Effective July 3, 2023, the Company transferred 100 percent of the outstanding shares of Heatlink Group, Inc. and Heatlink Group USA, LLC for an additional 11 percent equity interest in the limited liability company in the retail distribution business.
See “ Note 14 – Benefit Plans ” for additional information. F-27 Environmental Reserves and Environmental Expenses The Company recognizes an environmental liability when it is probable the liability exists and the amount is reasonably estimable.
See “ Note 14 – Benefit Plans ” for additional information. F-26 Environmental Reserves and Environmental Expenses The Company recognizes an environmental liability when it is probable the liability exists and the amount is reasonably estimable.
It is expected that the new 10-year permit will include an order requiring continued implementation of BMP through 2034 to address residual discharges of acid rock drainage.
It is expected that the new 10-year permit will include an order requiring continued implementation of BMP through 2036 to address residual discharges of acid rock drainage.
Heatlink Group produces a complete line of products for PEX plumbing and radiant systems in Canada and sells these products in Canada and the U.S. and was included in the Piping Systems segment.
Heatlink Group produces a complete line of products for PEX plumbing and radiant systems in Canada and sells these products in Canada and the U.S. and was included in the Piping F-31 Systems segment.
The segment manufactures and sells its products primarily to domestic OEMs in the industrial, transportation, construction, heating, ventilation, and air-conditioning, plumbing, refrigeration, energy, telecommunication, and electrical transmission and distribution markets. • Climate: The Climate segment is composed of Refrigeration Products, Westermeyer, Turbotec, Flex Duct (ATCO and H&C Flex), and Linesets, Inc.
The segment manufactures and sells its products primarily to domestic OEMs in the industrial, transportation, construction, heating, ventilation, and air-conditioning, plumbing, refrigeration, energy, telecommunication, and electrical transmission and distribution markets. • Climate: The Climate segment is composed of Refrigeration Products, Westermeyer, Turbotec, Flex Duct, and Linesets, Inc.
(In thousands) Elkhart Nehring Total consideration $ 38,158 $ 569,171 Allocated to: Accounts receivable 10,827 41,666 Inventories 18,720 38,803 Other current assets 356 960 Property, plant, and equipment 5,916 98,819 Tax-deductible goodwill 15,107 146,137 Intangible assets — 271,700 Total assets acquired 50,926 598,085 Accounts payable 5,962 19,569 Other current liabilities 6,806 9,345 Total liabilities assumed 12,768 28,914 Net assets acquired $ 38,158 $ 569,171 In determining the fair value of amounts above related to Nehring, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being valued.
(In thousands) Elkhart Nehring Total consideration $ 38,158 $ 569,171 Allocated to: Accounts receivable 10,827 41,666 Inventories 18,720 38,803 Other current assets 356 960 Property, plant, and equipment 19,805 98,819 Tax-deductible goodwill 658 146,137 Intangible assets 560 271,700 Total assets acquired 50,926 598,085 Accounts payable 5,962 19,569 Other current liabilities 6,806 9,345 Total liabilities assumed 12,768 28,914 Net assets acquired $ 38,158 $ 569,171 In determining the fair value of amounts above, the Company utilized various forms of the income, cost, and market approaches depending on the asset or liability being valued.
Although the Site Activities have been substantially concluded, Lead Refinery is required to perform monitoring and maintenance-related activities pursuant to a post-closure permit issued by the Indiana Department of Environmental Management effective as of March 2, 2013. Lead Refinery spent approximately $0.7 million from 2022 through 2024 with respect to this site.
Although the Site Activities have been substantially concluded, Lead Refinery is required to perform monitoring and maintenance-related activities pursuant to a post-closure permit issued by the Indiana Department of Environmental Management effective as of March 2, 2013. Lead Refinery spent approximately $0.7 million from 2023 through 2025 with respect to this site.
Allowance for Doubtful Accounts The Company routinely grants credit to many of its customers without collateral. The risk of credit loss in trade receivables is substantially mitigated by the credit evaluation process. The Company provides an allowance for receivables that may not be fully collected.
Allowance for Credit Losses The Company routinely grants credit to many of its customers without collateral. The risk of credit loss in trade receivables is substantially mitigated by the credit evaluation process. The Company provides an allowance for receivables that may not be fully collected.
The amount in excess of the corridor is amortized over the average remaining service period of the plan participants. For 2024, the average remaining service period for the pension plans was 11 years.
The amount in excess of the corridor is amortized over the average remaining service period of the plan participants. For 2025, the average remaining service period for the pension plans was 11 years.
The Company’s net income ( loss) from unconsolidated affiliates, net of foreign tax, for 2024, 2023, and 2022 included income of $11.7 million, $7.9 million, and $4.9 million, respectively, for the retail distribution business. Note 12 – Debt Credit Agreement The Company’s Credit Agreement provides for an unsecured $400.0 million revolving credit facility that matures on March 31, 2026.
The Company’s net income ( loss) from unconsolidated affiliates, net of foreign tax, for 2025, 2024, and 2023 included income of $11.1 million, $11.7 million, and $7.9 million, respectively, for the retail distribution business. Note 12 – Debt Credit Agreement The Company’s Credit Agreement provides for an unsecured $400.0 million revolving credit facility that matures on March 31, 2026.
As of December 28, 2024, we were in compliance with all of our debt covenants. Share Repurchase Program The Company’s Board of Directors has extended, until July 2026, its authorization to repurchase up to 40 million shares of the Company’s common stock through open market transactions or through privately negotiated transactions.
As of December 27, 2025, we were in compliance with all of our debt covenants. Share Repurchase Program The Company’s Board of Directors has extended, until July 2026, its authorization to repurchase up to 40 million shares of the Company’s common stock through open market transactions or through privately negotiated transactions.
During the second quarter of 2023, the Company settled the claim with its insurer for total proceeds of $29.5 million, net of the deductible of $250 thousand.
During 2023, the Company settled the claim with its insurer for total proceeds of $29.5 million, net of the deductible of $250 thousand.
(the Company) as of December 28, 2024 and December 30, 2023, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
(the Company) as of December 27, 2025 and December 28, 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 27, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025, in conformity with U.S. generally accepted accounting principles.
Fluctuations in the cost of copper and other raw materials affect the Company’s liquidity. Changes in material costs directly impact components of working capital, primarily inventories, accounts receivable, and accounts payable. The price of copper has fluctuated significantly and averaged approximately $4.22 in 2024, $3.86 in 2023, and $4.01 in 2022.
Fluctuations in the cost of copper and other raw materials affect the Company’s liquidity. Changes in material costs directly impact components of working capital, primarily inventories, accounts receivable, and accounts payable. The price of copper has fluctuated significantly and averaged approximately $4.81 in 2025, $4.22 in 2024, and $3.86 in 2023.
There were no borrowings outstanding under the Credit Agreement as of December 28, 2024 or December 30, 2023. Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at the Eurocurrency Rate which is determined by the underlying currency of the Credit Extension or the Base Rate as defined by the Credit Agreement, plus a variable premium.
There were no borrowings outstanding under the Credit Agreement as of December 27, 2025 or December 28, 2024. Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at the Eurocurrency Rate which is determined by the underlying currency of the Credit Extension or the Base Rate as defined by the Credit Agreement, plus a variable premium.
Elkhart is a U.S. manufacturer of copper solder fittings with two manufacturing locations in Elkhart, Indiana and Fayetteville, Arkansas. The business complements the Company’s existing business within the Piping Systems segment where the operating results are included in the Domestic Piping Systems Group .
Elkhart is a U.S. manufacturer of copper solder fittings with two manufacturing locations in Elkhart, Indiana and Fayetteville, Arkansas. The business complements the Company’s existing business within the Piping Systems segment where the operating results are included in the Domestic Piping Systems Group subsequent to the acquisition date .
Compensation expense for the Company’s matching contribution to the 401(k) plans was $5.0 million in 2024, $4.9 million in 2023, and $4.9 million in 2022. The Company match is a cash contribution.
Compensation expense for the Company’s matching contribution to the 401(k) plans was $5.7 million in 2025, $5.0 million in 2024, and $4.9 million in 2023. The Company match is a cash contribution.
The statute of limitations is open for the Company’s federal tax return for 2021 and all subsequent years. Some state and foreign returns are open for 2021 and all subsequent years, and some state and foreign returns are also open for some earlier tax years due to differing statute periods.
The statute of limitations is open for the Company’s federal tax return for 2022 and all subsequent years. Most state and foreign returns are open for 2022 and all subsequent years, and some state and foreign returns are also open for some earlier tax years due to differing statute periods.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2025 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2026 expressed an unqualified opinion thereon.
The total intrinsic value of stock options exercised was $9.4 million, $6.5 million, and $5.9 million in 2024, 2023, and 2022, respectively. The total fair value of stock options that vested was $1.0 million and $1.1 million in 2023 and 2022, respectively. No stock options vested in 2024.
The total intrinsic value of stock options exercised was $9.3 million, $9.4 million, and $6.5 million in 2025, 2024, and 2023, respectively. The total fair value of stock options that vested in 2025 and 2023 was $0.1 million and $1.0 million, respectively. No stock options vested in 2024.
Periodic value fluctuations of the futures contracts generally offset the value fluctuations of the underlying natural gas prices. There were no open futures contracts to purchase natural gas at December 28, 2024. Interest Rates The C ompany had no variable-rate debt outstanding at December 28, 2024 and December 30, 2023.
Periodic value fluctuations of the futures contracts generally offset the value fluctuations of the underlying natural gas prices. There were no open futures contracts to purchase natural gas at December 27, 2025. Interest Rates The C ompany had no variable-rate debt outstanding at December 27, 2025 and December 28, 2024.
Liquidity and Outlook We believe that cash provided by operations, funds available under the Credit Agreement, and cash on hand will be adequate to meet our liquidity needs, including working capital, capital expenditures, and debt payment obligations. Our current ratio was 5.1 to 1 as of December 28, 2024.
Liquidity and Outlook We believe that cash provided by operations, funds available under the Credit Agreement, and cash on hand will be adequate to meet our liquidity needs, including working capital, capital expenditures, and debt payment obligations. Our current ratio was 5.9 to 1 as of December 27, 2025.
In the event the Company determines it is no longer probable that it will achieve the minimum threshold specified in the award, all of the previously recognized compensation expense is reversed in the period such a determination is made. The weighted average grant-date fair value of awards granted during 2024, 2023, and 2022 was $64.52, $37.63, and $32.74, respectively.
In the event the Company determines it is no longer probable that it will achieve the minimum threshold specified in the award, all of the previously recognized compensation expense is reversed in the period such a determination is made. The weighted average grant-date fair value of awards granted during 2025, 2024, and 2023 was $96.27, $64.52, and $37.63, respectively.
Several factors give rise to goodwill in the Company’s acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired businesses. For 2024, the Company utilized a qualitative assessment in the annual goodwill impairment testing for all reporting units, except the European Operations and Nehring Electrical Works reporting units.
Several factors give rise to goodwill in the Company’s acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired businesses. For 2025, the Company utilized a qualitative assessment in the annual goodwill impairment testing for all reporting units except the Nehring Electrical Works reporting unit.
F-26 Investments in Unconsolidated Affiliates Tecumseh The Company owns a 50 percent interest in an unconsolidated affiliate that acquired Tecumseh Products Company (Tecumseh) and an entity that provides financing to Tecumseh.
F-25 Investments in Unconsolidated Affiliates Tecumseh The Company owns a 50 percent interest in an unconsolidated affiliate that acquired Tecumseh Products Company LLC (Tecumseh) and an entity that provides financing to Tecumseh.
The annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) is assumed to range from 5.1 to 9.7 percent for 2025, gradually decrease to 4.1 percent through 2040, and remain at that level thereafter.
The annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) is assumed to range from 5.3 to 9.2 percent for 2026, gradually decrease to 4.1 percent through 2040, and remain at that level thereafter.
F-48 The weighted average assumptions used in the measurement of the Company’s benefit obligations are as follows: Pension Benefits Other Benefits 2024 2023 2024 2023 Discount rate 5.30 % 4.40 % 6.51 % 5.96 % Expected long-term return on plan assets 5.30 % 4.30 % N/A N/A Rate of compensation increases N/A N/A 5.00 % 5.00 % Rate of inflation 3.30 % 3.20 % N/A N/A The weighted average assumptions used in the measurement of the Company’s net periodic benefit cost are as follows: Pension Benefits Other Benefits 2024 2023 2022 2024 2023 2022 Discount rate 4.40 % 4.80 % 1.90 % 5.96 % 6.08 % 3.73 % Expected long-term return on plan assets 4.30 % 5.51 % 4.96 % N/A N/A N/A Rate of compensation increases N/A N/A N/A 5.00 % 5.00 % 5.00 % Rate of inflation 3.20 % 3.30 % 3.70 % N/A N/A N/A The Company’s Mexican postretirement plans use the rate of compensation increase in the benefit formulas.
F-48 The weighted average assumptions used in the measurement of the Company’s benefit obligations are as follows: Pension Benefits Other Benefits 2025 2024 2025 2024 Discount rate 5.40 % 5.30 % 6.35 % 6.51 % Expected long-term return on plan assets 4.71 % 5.30 % N/A N/A Rate of compensation increases N/A N/A 5.00 % 5.00 % Rate of inflation 2.90 % 3.30 % N/A N/A The weighted average assumptions used in the measurement of the Company’s net periodic benefit cost are as follows: Pension Benefits Other Benefits 2025 2024 2023 2025 2024 2023 Discount rate 5.30 % 4.40 % 4.80 % 6.51 % 5.96 % 6.08 % Expected long-term return on plan assets 5.30 % 4.30 % 5.51 % N/A N/A N/A Rate of compensation increases N/A N/A N/A 5.00 % 5.00 % 5.00 % Rate of inflation 3.30 % 3.20 % 3.30 % N/A N/A N/A The Company’s Mexican postretirement plans use the rate of compensation increase in the benefit formulas.
Periodic value F-11 fluctuations of the contracts generally offset the value fluctuations of the underlying fixed-price transactions or inventory.
Periodic value fluctuations of the contracts generally offset the value fluctuations of the underlying fixed-price transactions or inventory.
The maximum payments that the Company could be required to make under its guarantees at December 28, 2024 were $28.8 million. Insurance Claims In August 2022, a portion of the Company’s Bluffs, Illinois manufacturing operation was damaged by fire. Certain inventories, production equipment, and building structures were extensively damaged.
The maximum payments that the Company could be required to make under its guarantees at December 27, 2025 were $27.4 million. Insurance Claims In August 2022, a portion of the Company’s Bluffs, Illinois manufacturing operation was damaged by fire. Certain inventories, production equipment, and building structures were extensively damaged.
We utilized this qualitative assessment in the annual goodwill impairment testing for all reporting units, except the European Operations and Nehring Electrical Works reporting units, in the fourth quarter of 2024. Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of those reporting units exceeded their respective carrying values.
We utilized this qualitative assessment in the annual goodwill impairment testing for all reporting units, except the Nehring Electrical Works reporting unit, in the fourth quarter of 2025. Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of those reporting units exceeded their respective carrying values.
Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of those reporting units exceeded their respective carrying values. The Company chose to perform a quantitative impairment analysis in the fourth quarter of 2024 for its European Operations and Nehring Electrical Works reporting units.
Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of those reporting units exceeded their respective carrying values. The Company chose to perform a quantitative impairment analysis in the fourth quarter of 2025 for its Nehring Electrical Works reporting unit.
Availability of funds under the Revolving Credit Facility is reduced by the amount of certain outstanding letters of credit, which are used to secure the Company’s payment of insurance deductibles, certain retiree health benefits, and other corporate obligations, totaling approximately $28.8 million at December 28, 2024. Terms of the letters of credit are generally renewable annually.
Availability of funds under the Revolving Credit Facility is reduced by the amount of certain outstanding letters of credit, which are used to secure the Company’s payment of insurance deductibles, certain retiree health benefits, and other corporate obligations, totaling approximately $27.4 million at December 27, 2025. Terms of the letters of credit are generally renewable annually.
With respect to the Lanyon Site, in 2016, the Company received a general notice letter from the United States Environmental Protection Agency (EPA) asserting that the Company is a PRP, which the Company has denied. EPA issued an interim record of decision in 2017 and has been remediating properties at the site.
With respect to the Lanyon Site, in 2016, the Company received a general notice letter from the United States Environmental Protection Agency (EPA) asserting that the Company is a PRP, which the Company has denied. The EPA issued an interim record of decision in 2017 and has been remediating properties at the site. Approximately 1,371 properties were to be remediated.
In addition, our products are used in various transportation, automotive, and industrial applications. According to the U.S. Census Bureau, actual housing starts in the U.S. were 1.36 million in 2024 compared to 1.42 million in 2023 . The average 30-year fixed mortgage rate was approximately 6.72 percent in 2024 and 6.81 percent in 2023.
In addition, our products are used in various transportation, automotive, and industrial applications. According to the U.S. Census Bureau, actual housing starts in the U.S. were 1.36 million in 2025 compared to 1.37 million in 2024. The average 30-year fixed mortgage rate was approximately 6.60 percent in 2025 and 6.72 percent in 2024.
The resulting net foreign currency translation losses were included in calculating net other comprehensive income for the year ended December 28, 2024 and were recorded as a component of AOCI.
The resulting net foreign currency translation losses were included in calculating net other comprehensive income for the year ended December 27, 2025 and were recorded as a component of AOCI.
Approximately 4.1 million shares were available for future stock incentive awards at December 28, 2024. During the years ended December 28, 2024, December 30, 2023, and December 31, 2022, the Company recognized stock-based compensation, as a component of selling, general, and administrative expense, in its Consolidated Statements of Income of $26.8 million, $23.1 million, and $17.8 million, respectively.
Approximately 3.1 million shares were available for future stock incentive awards at December 27, 2025. During the years ended December 27, 2025, December 28, 2024, and December 30, 2023, the Company recognized stock-based compensation, as a component of selling, general, and administrative expense, in its Consolidated Statements of Income of $26.8 million, $26.8 million, and $23.1 million, respectively.
The Company declared and paid a quarterly cash dividend of 12.5 cents per common share during each quarter of 2022, 15.0 cents per common share during each quarter of 2023, and 20.0 cents per common share during each quarter of 2024. Payment of dividends in the future is dependent upon our financial condition, cash flows, capital requirements, and other factors.
The Company declared and paid a quarterly cash dividend of 15 cents per common share during each quarter of 2023, 20 cents per common share during each quarter of 2024, and 25 cents per common share during each quarter of 2025. Payment of dividends in the future is dependent upon our financial condition, cash flows, capital requirements, and other factors.
Capital Expenditures During 2024 our capital expenditures were $80.2 million . We anticipate investing app roximately $70.0 million to $80.0 million for capital expenditures in 2025 . Long-Term Debt The Company’s Credit Agreement provides for an unsecured $400.0 million revolving credit facility, which matures on March 31, 2026.
Capital Expenditures During 2025 our capital expenditures were $68.8 million . We anticipate investing app roximately $80.0 million to $90.0 million for capital expenditures in 2026 . Long-Term Debt The Company’s Credit Agreement provides for an unsecured $400.0 million revolving credit facility, which matures on March 31, 2026.
The potential loss in value of the Company’s net investment in foreign subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at December 28, 2024 and December 30, 2023 amounted to $32.6 million and $27.1 million, respectively.
The potential loss in value of the Company’s net investment in foreign subsidiaries resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates at December 27, 2025 and December 28, 2024 amounted to $40.3 million and $32.6 million, respectively.
On or about January 7, 2025, a similar general notice letter from EPA was received by Mining Remedial Recovery Company (MRRC) (also a wholly-owned subsidiary of Arava), stating that MRRC may be a PRP at the site.
On or about January 7, 2025, a similar general notice letter from EPA was received by Mining Remedial Recovery Company (MRRC) (also a wholly-owned subsidiary of Arava), stating that MRRC may be a PRP at the site. Collectively, the general notice letters identify three other PRPs at the site.
The Company generally views its investments in foreign subsidiaries with a functional currency other than the U.S. dollar as long-term. As a result, we generally do not hedge these net investments. The net investment in foreign subsidiaries translated into U.S. dollars using the year-end exchange rates was $326.4 million at December 28, 2024 and $270.8 million at December 30, 2023.
The Company generally views its investments in foreign subsidiaries with a functional currency other than the U.S. dollar as long-term. As a result, we generally do not hedge these net investments. The net investment in foreign subsidiaries translated into U.S. dollars using the year-end exchange rates was $403.2 million at December 27, 2025 and $326.4 million at December 28, 2024.
There were no borrowings outstanding under the Credit Agreement at December 28, 2024. Jungwoo-Mueller has several secured revolving credit arrangements with a total borrowing capacity of KRW 18.0 billion (or approximately $12.8 million). Borrowings are secured by the real property and equipment of Jungwoo-Mueller. There were no borrowings outstanding at Jungwoo-Mueller as of December 28, 2024.
Jungwoo-Mueller Jungwoo-Mueller has several secured revolving credit arrangements with a total borrowing capacity of KRW 18.0 billion (or approximately $12.2 million). Borrowings are secured by the real property and equipment of Jungwoo-Mueller. There were no borrowings outstanding under Jungwoo-Mueller’s revolving credit arrangements as of December 27, 2025 or December 28, 2024.
For all other customers, the Company recognizes an allowance for doubtful accounts based on its historical collection experience and the impact of current economic conditions.
For all other customers, the Company recognizes an allowance for credit losses based on its historical collection experience and the impact of current economic conditions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe overall impact of these requirements on our operations could increase our costs and diminish our ability to compete with products that are produced in countries without such rigorous standards; the long run impact could negatively impact our results and have a material adverse effect on our business. 8 Operational Risks A strike, other work stoppage or business interruption, or our inability to renew collective bargaining agreements on favorable terms, could impact our cost structure and our ability to operate our facilities and produce our products, which could have an adverse effect on our results of operations.
Biggest changeThe overall impact of these requirements on our operations could increase our costs and diminish our ability to compete with products that are produced in countries without such rigorous standards; the long run impact could negatively impact our results and have a material adverse effect on our business.
These risk factors should be considered carefully when evaluating the Company and its businesses. 6 Risks Related to the Economy and Other External Factors Increases in costs and the availability of energy and raw materials used in our products could impact our cost of goods sold and our distribution expenses, which could have a material adverse impact on our operating margins.
These risk factors should be considered carefully when evaluating the Company and its businesses. Risks Related to the Economy and Other External Factors Increases in costs and the availability of energy and raw materials used in our products could impact our cost of goods sold and our distribution expenses, which could have a material adverse impact on our operating margins.
In addition, with respect to environmental matters, future claims may be asserted against us for, among other things, past acts or omissions at locations operated by predecessor entities, or alleging damage or injury or seeking other relief in connection with environmental matters associated with our operations.
In addition, with respect to environmental matters, future claims may be asserted against us for, among other things, past acts or omissions at locations operated by predecessor entities, or alleging damage or injury or seeking other relief in 8 connection with environmental matters associated with our operations.
Additionally, the impact of economic conditions on the operations or liquidity of any party with which we conduct our business, including our suppliers and customers, may adversely impact our business.
Additionally, the impact of economic conditions on the 7 operations or liquidity of any party with which we conduct our business, including our suppliers and customers, may adversely impact our business.
We depend on the continued efforts of our senior management. The unplanned loss of key personnel, or the inability to hire and retain qualified executives, could negatively impact our ability to manage our business.
We depend on the continued efforts of our senior management. The unplanned loss of key personnel, or the inability to hire and retain qualified executives, could negatively impact our ability to manage our business. 9 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The strengthening of the U.S. dollar could result in unfavorable translation effects when the results of foreign operations are translated into U.S. dollars. Accordingly, significant changes in exchange rates, particularly the British pound sterling, Mexican peso, Canadian dollar, and the South Korean won, could have an adverse impact on our results of operations or financial position.
Accordingly, significant changes in exchange rates, particularly the British pound sterling, Mexican peso, Canadian dollar, and the South Korean won, could have an adverse impact on our results of operations or financial position.
Cross border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign exchange fluctuations. The strengthening of the U.S. dollar 7 could expose our U.S. based businesses to competitive threats from lower cost producers in other countries such as China. Lastly, our sales are translated into U.S. dollars for reporting purposes.
Cross border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign exchange fluctuations. While the U.S. dollar has weakened in recent months, any future strengthening of the U.S. dollar could expose our U.S. based businesses to competitive threats from lower cost producers in other countries such as China.
Additionally, if we are for any reason unable to obtain raw materials or energy, our ability to manufacture our products would be impacted, which could have a material adverse impact on our operating margins.
Additionally, if we are for any reason unable to obtain raw materials or energy, our ability to manufacture our products would be impacted, which could have a material adverse impact on our operating margins. Enhanced U.S. tariffs, import/export restrictions or other trade barriers may have a negative effect on global economic conditions, financial markets and our business.
Tariffs impact the total cost of our products and the components and raw materials that go into manufacturing them.
For example, tariffs may impact the total cost of our products and the components and raw materials that go into manufacturing them and could adversely impact the gross margin the Company earns on its products.
Removed
For example, recent and pending climate change regulation and initiatives on the state, regional, federal, and international levels that have focused on reducing greenhouse gas (GHG) emissions from the energy and utility sectors may affect energy availability and costs in the near future.
Added
Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand impacted by industry production and inventory levels; global economic and political conditions; national and international regulatory, trade and/or tax policies, including tariffs and other controls or restrictions on 6 imports and exports; current inflation rates and expectations regarding future inflation rates; and the strength of the U.S. dollar compared to foreign currencies.
Removed
The new, substantial tariff increases on imports in the United States from Canada and Mexico (in addition to China) announced on February 1, 2025, should they be implemented and sustained for an extended period of time, could adversely impact the gross margin the Company earns on its products.
Added
Fuel and utility costs also have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets, including increased demand resulting from data center development.
Added
There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, tariffs and taxes. Current or future tariffs imposed by the U.S. may negatively impact our customers’ businesses, thereby causing an indirect negative impact on our sales.
Added
For example, during 2025, the U.S. presidential administration threatened or imposed tariffs on imports from various countries, including China, Mexico, and Canada. In response, some of these countries threatened or announced tariffs on imports from the U.S.
Added
Further, on February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA).
Added
Following the Supreme Court's decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
Added
There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business.
Added
The extent to which these threats will be enacted and the duration for which enacted tariffs will be in place remain uncertain and could lead to economic decline, which could negatively impact demand for our products and adversely affect our results of operations.
Added
Lastly, our sales are translated into U.S. dollars for reporting purposes. The strengthening of the U.S. dollar could result in unfavorable translation effects when the results of foreign operations are translated into U.S. dollars.
Added
Operational Risks A strike, other work stoppage or business interruption, or our inability to renew collective bargaining agreements on favorable terms, could impact our cost structure and our ability to operate our facilities and produce our products, which could have an adverse effect on our results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn determining materiality, cybersecurity incidents are reviewed not only for potential financial impacts, which could include potential legal and regulatory penalties, stolen assets or funds, system damage, forensic and remediation costs, lost customer revenue or litigation costs, but also the breadth and sensitivity of data exposure, data exfiltration, impacts on the ability to operate our business or provide our services, customer dissatisfaction, and loss of investor confidence.
Biggest changeIn determining materiality, cybersecurity incidents are reviewed not only for potential financial impacts, which could include potential legal and regulatory penalties, stolen assets or funds, system damage, forensic and remediation costs, lost customer revenue or litigation costs, but also the breadth and sensitivity of data exposure, data exfiltration, impacts on the ability to operate our business or provide our services, customer dissatisfaction, and loss of investor confidence. 10 Governance Our Board actively oversees our risk management activities both directly and through its committees and considers various risk topics throughout the year, including cybersecurity and information security risk management and controls.
As part of its oversight function, the Audit Committee of the Board oversees the Company’s risk assessment and risk management policies, including related to cybersecurity and the data protection program, and performs an annual review and assessment of the 10 primary operational and regulatory risks facing the Company, their relative magnitude and management’s plan for mitigating these risks.
As part of its oversight function, the Audit Committee of the Board oversees the Company’s risk assessment and risk management policies, including related to cybersecurity and the data protection program, and performs an annual review and assessment of the primary operational and regulatory risks facing the Company, their relative magnitude and management’s plan for mitigating these risks.
Removed
Governance Our Board actively oversees our risk management activities both directly and through its committees and considers various risk topics throughout the year, including cybersecurity and information security risk management and controls.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFt.) Primary Use Owned or Leased Brooklyn, OH 163,200 Manufacturing Leased Marysville, MI 81,500 Manufacturing Owned Brighton, MI 65,000 Machining Leased DeKalb, IL 18,000 Manufacturing & Distribution Leased Climate Segment Plainville, GA 313,835 Manufacturing & Distribution Owned Fort Worth, TX 266,485 Manufacturing Owned Phoenix, AZ 250,250 Manufacturing & Distribution Owned Olive Branch, MS 205,264 Manufacturing & Distribution Owned Tampa, FL 202,614 Manufacturing & Distribution Owned Cartersville, GA 193,541 Manufacturing Leased Crawsfordville, IN 153,600 Manufacturing & Distribution Owned Fort Worth, TX 153,374 Manufacturing Owned Bluffs, IL 150,000 Manufacturing Owned Vineland, NJ 136,000 Manufacturing & Distribution Owned Sanger, CA 127,390 Manufacturing & Distribution Leased Sacramento, CA 121,240 Manufacturing & Distribution Owned Fort Worth, TX 103,125 Manufacturing & Distribution Owned Hickory, NC 100,000 Manufacturing Owned Hartsville, TN 92,000 Manufacturing Owned Houston, TX 72,000 Manufacturing & Distribution Owned Guadalupe, Mexico 67,411 Manufacturing & Distribution Leased Baltimore, MD 62,500 Manufacturing & Distribution Owned Springdale, AR 59,400 Manufacturing & Distribution Leased Hartsville, TN 45,000 Distribution Leased Lawrenceville, GA 42,000 Manufacturing Leased Xinbei District, Changzhou, China 33,940 Manufacturing Leased Hartsville, TN 4,000 Distribution Leased
Biggest changeFt.) Primary Use Owned or Leased Industrial Metals Segment DeKalb, IL 593,000 Manufacturing & Distribution Owned Port Huron, MI 450,000 Manufacturing Owned New Market, VA 413,120 Manufacturing & Distribution Owned Belding, MI 293,068 Manufacturing Owned Brooklyn, OH 163,200 Manufacturing Leased Marysville, MI 81,500 Manufacturing Owned Brighton, MI 65,000 Machining Leased DeKalb, IL 18,000 Manufacturing & Distribution Leased Climate Segment Plainville, GA 313,835 Manufacturing & Distribution Owned Fort Worth, TX 266,485 Manufacturing Owned Phoenix, AZ 250,250 Manufacturing & Distribution Owned Olive Branch, MS 205,264 Manufacturing & Distribution Owned Tampa, FL 202,614 Manufacturing & Distribution Owned Crawsfordville, IN 153,600 Manufacturing & Distribution Owned Fort Worth, TX 153,374 Manufacturing Owned Bluffs, IL 150,000 Manufacturing Owned Vineland, NJ 136,000 Manufacturing & Distribution Owned Sanger, CA 127,390 Manufacturing & Distribution Leased Sacramento, CA 121,240 Manufacturing & Distribution Owned Fort Worth, TX 103,125 Manufacturing & Distribution Owned Hickory, NC 100,000 Manufacturing Owned Hartsville, TN 92,000 Manufacturing Owned Houston, TX 72,000 Manufacturing & Distribution Owned Guadalupe, Mexico 67,411 Manufacturing & Distribution Leased Baltimore, MD 62,500 Manufacturing & Distribution Owned Hartsville, TN 51,500 Distribution Leased Lawrenceville, GA 42,000 Manufacturing Leased Xinbei District, Changzhou, China 33,940 Manufacturing Leased Hartsville, TN 4,000 Distribution Leased
Ft.) Primary Use Owned or Leased Piping Systems Segment Fulton, MS 778,065 Manufacturing, Packaging, & Distribution Owned Bilston, England 402,500 Manufacturing Owned Wynne, AR 400,000 Manufacturing & Distribution Owned Yangju City, Gyeonggi Province, South Korea 343,909 Manufacturing Owned Woodbridge, NJ 247,000 Distribution Leased Elkhart, IN 220,000 Manufacturing Owned London, Ontario, Canada 200,400 Manufacturing Owned Wynne, AR 180,000 Distribution Owned Covington, TN 159,500 Manufacturing Owned Monterrey, Mexico 152,000 Manufacturing & Distribution Leased Monterrey, Mexico 132,000 Manufacturing Leased Fayetteville, AR 110,000 Manufacturing Owned Ennis, TX 109,700 Distribution Leased University Park, IL 90,100 Distribution Leased Ansonia, CT 89,396 Manufacturing & Distribution Owned Kansas City, MO 85,000 Distribution Leased St.
Ft.) Primary Use Owned or Leased Piping Systems Segment Fulton, MS 778,065 Manufacturing, Packaging, & Distribution Owned Bilston, England, United Kingdom 402,500 Manufacturing Owned Wynne, AR 400,000 Manufacturing & Distribution Owned Yangju City, Gyeonggi Province, South Korea 343,909 Manufacturing Owned Woodbridge, NJ 247,000 Distribution Leased London, Ontario, Canada 200,400 Manufacturing Owned Al Hidd, Kingdom of Bahrain 183,524 Manufacturing & Distribution Owned Wynne, AR 180,000 Distribution Owned Covington, TN 159,500 Manufacturing Owned Monterrey, Mexico 152,000 Manufacturing & Distribution Leased Monterrey, Mexico 132,000 Manufacturing Leased Fayetteville, AR 110,000 Manufacturing Owned Ennis, TX 109,700 Distribution Leased University Park, IL 90,900 Distribution Leased Ansonia, CT 89,396 Manufacturing & Distribution Owned Kansas City, MO 85,000 Distribution Leased St.
Thomas, Ontario, Canada 73,124 Distribution Leased Shelby, OH 61,750 Distribution Leased Ontario, CA 54,209 Distribution Leased Jacksonville, FL 48,000 Distribution Leased Al Hidd, Kingdom of Bahrain 22,500 Manufacturing & Distribution Owned Guadalajara, Mexico 861 Distribution Leased Industrial Metals Segment DeKalb, IL 593,000 Manufacturing & Distribution Owned Port Huron, MI 450,000 Manufacturing Owned New Market, VA 413,120 Manufacturing & Distribution Owned 11 Location of Facility Building Space (Sq.
Thomas, Ontario, Canada 73,124 Distribution Leased Shelby, OH 61,750 Distribution Leased Ontario, CA 54,209 Distribution Leased Jacksonville, FL 48,000 Distribution Leased 11 Location of Facility Building Space (Sq.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−1 removed4 unchanged
Biggest change(a) Total Number of Shares Purchased (1) (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2) September 29, 2024 – October 26, 2024 — $ — — 24,075,033 October 27, 2024 – November 23, 2024 10,154 38.49 — 24,075,033 November 24, 2024 – December 28, 2024 — — — 24,075,033 Total 10,154 — (1) Includes shares tendered to the Company by holders of stock-based awards in payment of the purchase price and/or withholding taxes upon exercise and/or vesting.
Biggest change(a) Total Number of Shares Purchased (1) (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2) September 28, 2025 – October 25, 2025 — $ — — 21,030,195 October 26, 2025 – November 22, 2025 566 106.92 — 21,030,195 November 23, 2025 – December 27, 2025 765 17.23 — 21,030,195 Total 1,331 — (1) Includes shares tendered to the Company by holders of stock-based awards in payment of the purchase price and/or withholding taxes upon exercise and/or vesting.
During fiscal year 2023, we paid a quarterly cash dividend of $0.15 per share of common stock. During fiscal year 2024, we paid a quarterly cash dividend of $0.20 per share of common stock. Payment of dividends in the future is dependent upon the Company’s financial condition, cash flows, capital requirements, earnings, and other factors.
During fiscal year 2024, we paid a quarterly cash dividend of $0.20 per share of common stock. During fiscal year 2025, we paid a quarterly cash dividend of $0.25 per share of common stock. Payment of dividends in the future is dependent upon the Company’s financial condition, cash flows, capital requirements, earnings, and other factors.
The extension of the authorization was announced on October 23, 2024. 13 Company Stock Performance The following graph compares total stockholder return since December 28, 2019 to th e Dow Jones U.S. Total Return Index (Total Return Index) and the Dow Jones U.S. Building Materials & Fixtures Index (Building Materials Index).
The extension of the authorization was announced on October 23, 2024. 13 Company Stock Performance The following graph compares total stockholder return since December 26, 2020 to th e Dow Jones U.S. Total Return Index (Total Return Index) and the Dow Jones U.S. Building Materials & Fixtures Index (Building Materials Index).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “MLI.” As of February 19, 2025, the number of holders of record of Mueller’s common stock was 526 .
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “MLI.” As of February 18, 2026, the number of holders of record of Mueller’s common stock was 492.
From its initial authorization in 1999 through December 28, 2024, the Company has repurchased approximately 15.9 million shares under this authorization. Below is a summary of the Company’s stock repurchases for the quarter ended December 28, 2024.
From its initial authorization in 1999 through December 27, 2025, the Company has repurchased approximately 19.0 million shares under this authorization. Below is a summary of the Company’s stock repurchases for the quarter ended December 27, 2025.
Total return values for the Total Return Index, the Building Materials Index and the Company were calculated based on cumulative total return values assuming reinvestment of regular quarterly dividends paid by the Company. 2019 2020 2021 2022 2023 2024 Mueller Industries, Inc. 100.00 111.55 189.04 193.75 314.55 540.44 Dow Jones U.S.
Total return values for the Total Return Index, the Building Materials Index and the Company were calculated based on cumulative total return values assuming reinvestment of regular quarterly dividends paid by the Company. 2020 2021 2022 2023 2024 2025 Mueller Industries, Inc. 100.00 169.46 173.69 281.97 484.47 723.74 Dow Jones U.S.
Removed
Total Return Index 100.00 120.40 152.31 122.76 155.32 193.29 Dow Jones U.S. Building Materials & Fixtures Index 100.00 124.08 185.73 134.84 189.28 224.90 14 ITEM 6. RESERVED
Added
Total Return Index 100.00 126.50 101.96 129.00 160.54 188.41 Dow Jones U.S. Building Materials & Fixtures Index 100.00 149.69 108.67 152.55 181.25 192.89 14 ITEM 6. RESERVED

Other MLI 10-K year-over-year comparisons