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What changed in MSA Safety Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MSA Safety 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.

+232 added−235 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-14)

Top changes in MSA Safety Inc's 2025 10-K

232 paragraphs added · 235 removed · 186 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

47 edited+9 added−11 removed29 unchanged
Biggest changeWe recently introduced our Cairns® 1836 Fire Helmet, which includes embedded radio frequency identification (RFID) technology, providing the ability to quickly locate assets, through MSA’s FireGrid Inventory Management software. Globe Holding Company, LLC ("Globe") and B T Q Limited ("Bristol Uniforms"), two of our subsidiaries, are both leading innovators and providers of firefighter protective apparel. Detection FGFD systems.
Biggest changeOur Cairns helmets are primarily used by firefighters in North America while the Gallet helmets are primarily used by firefighters across our International segment. Our Cairns® 1836 Fire Helmet includes embedded radio frequency identification (RFID) technology, providing the ability to quickly locate assets, through MSA’s FireGrid Inventory Management software.
We believe our sales and distribution strategy allows us to deliver a customer value proposition that differentiates our products and solutions from those of our competitors, resulting in increased customer loyalty and demand. In areas where we use indirect selling, we promote, distribute and service our products to general industry through authorized national, regional and local distributors.
We believe our sales and distribution strategy allows us to deliver a customer value proposition that differentiates our products and solutions from those of our competitors, resulting in increased customer loyalty and demand. In areas where we use indirect selling to general industry, we promote, distribute and service our products through authorized national, regional and local distributors.
Information contained on our website is not part of this annual report on Form 10-K or our other filings with the SEC. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers like us who file electronically with the SEC. 9 Table of Contents
Information contained on our website is not part of this annual report on Form 10-K or our other filings with the SEC. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers like us who file electronically with the SEC. 8 Table of Contents
Customers — Our customers generally fall into two categories: distributors and end-user customers. In our Americas segment, the majority of our sales are made through distribution. In our International segment, sales are made through both indirect and direct sales channels. For the year ended December 31, 2024, no individual customer represented more than 10% of our sales.
Customers — Our customers generally fall into two categories: distributors and end-user customers. In our Americas segment, the majority of our sales are made through distribution. In our International segment, sales are made through both indirect and direct sales channels. For the year ended December 31, 2025, no individual customer represented more than 10% of our sales.
We work to establish long term agreements with all key partners to ensure a robust supply pipeline and have not experienced any significant problems in obtaining adequate raw materials. Please refer to MSA's Form SD filed on May 24, 2024, for further information on our conflict minerals analysis. Form SD may be obtained free of charge at www.sec.gov.
We work to establish long term agreements with all key partners to ensure a robust supply pipeline and have not experienced any significant problems in obtaining adequate raw materials. Please refer to MSA's Form SD filed on May 29, 2025, for further information on our conflict minerals analysis. Form SD may be obtained free of charge at www.sec.gov.
Segments — We tailor our product and solution offerings and distribution strategy to satisfy distinct customer preferences that vary across geographic regions. To best serve these customer preferences, we have organized our business into four geographic operating segments that are aggregated into three reportable segments: Americas, International and Corporate.
Segments — We tailor our product and solution offerings and distribution strategy to satisfy distinct customer preferences that vary across geographic regions. To best serve these customer preferences, we have organized our business into four geographic operating segments that are aggregated into two reportable segments: Americas and International.
Our core values are encircled by “A Culture of Safety.” 7 Table of Contents Workplace Health & Safety — As a company whose mission is dedicated to worker safety, MSA places great emphasis on the health and safety of our own associates.
Our core values are encircled by “A Culture of Safety.” • Workplace Health & Safety —As a company whose mission is dedicated to worker safety, MSA places great emphasis on the health and safety of our own associates.
Human Capital —As of December 31, 2024, the Company employed approximately 5,200 people worldwide, of which approximately 2,300 were employed in the United States and 2,900 were employed outside of the United States. Approximately 20% of our global workforce is covered by collective bargaining agreements or works councils. Overall, we consider our employee relations to be good.
Human Capital —As of December 31, 2025, the Company employed approximately 5,300 people worldwide, of which approximately 2,200 were employed in the United States and 3,100 were employed outside of the United States. Approximately 20% of our global workforce is covered by collective bargaining agreements or works councils. Overall, we consider our employee relations to be good.
Our approach to the new product development process allows us to tailor our product offerings and product line strategies to satisfy distinct customer preferences and industry regulations that vary across our operating segments.
Our cross-geographical and cross-functional approach to the new product development process allows us to tailor our product offerings and product line strategies to satisfy distinct customer preferences and industry regulations that vary across our operating segments.
These systems use infrared optics to detect potentially hazardous conditions across long distances, making them suitable for use in applications such as processing industries, storage vessels and HVAC ducts. • Refrigerant detection and identification .
These systems use sensor technology to detect potentially hazardous conditions across long distances, making them suitable for use in applications such as processing industries, storage vessels and HVAC ducts. • Refrigerant detection and identification .
As such, management devotes significant time and attention to anticipating a new standard's impact on our sales and operating results. Because of our understanding of customer needs, membership on global standards-setting bodies, investment in research and development and our unique new product development process, we believe we are well positioned to anticipate and adapt to changing product standards.
As such, management devotes significant time and attention to anticipating a new standard's impact on our sales and operating results. Our understanding of customer needs, membership on global standards-setting bodies, and investment in research and development and our unique new product development process positions us well to anticipate and adapt to changing product standards.
Products and solutions — We design, manufacture, and sell a comprehensive line of safety products and solutions to protect workers and facility infrastructures around the world. Our products and solutions protect people and critical infrastructure against a wide variety of hazardous or life-threatening situations. The following is a brief description of each of our product categories: Core products.
Products and solutions — We design, manufacture, and sell a comprehensive line of safety products and solutions to protect workers and facility infrastructures around the world. Our products and solutions protect people and critical infrastructure against a wide variety of hazardous or life-threatening situations.
Typical applications of these instruments include the detection of an oxygen deficiency in confined spaces or the presence of combustible or toxic gases. Our single- and multi-gas detectors provide portable solutions for detecting the presence of oxygen, combustible gases and various toxic gases, including hydrogen sulfide, carbon monoxide, ammonia and chlorine, either singularly or up to six gases at once.
Our single and multi-gas detectors provide portable solutions for detecting the presence of oxygen, combustible gases and various toxic gases, including hydrogen sulfide, carbon monoxide, ammonia and chlorine, either singularly or up to six gases at once.
During periods of economic expansion or contraction and following significant catastrophes, our sales by quarter have varied. Government-related sales tend to increase in the fourth quarter.
Seasonality — Our operating results are not significantly affected by seasonal factors. During periods of economic expansion or contraction and following significant catastrophes, our sales by quarter have varied. Government-related sales tend to increase in the fourth quarter.
In the opinion of management, compliance with current environmental protection laws will not have a material adverse effect on our financial condition. See Item 1A—Risk Factors, for further information regarding our environmental risks which could impact the Company. Seasonality — Our operating results are not significantly affected by seasonal factors.
Environmental Matters — Our facilities and operations are subject to laws and regulations relating to environmental protection and human health and safety. In the opinion of management, compliance with current environmental protection laws will not have a material adverse effect on our financial condition. See Item 1A—Risk Factors, for further information regarding our environmental risks which could impact the Company.
Our permanently installed FGFD solutions are used in energy and utility applications, HVAC-R, water and wastewater, food retail and general industrial production facilities to detect the presence or absence of various gases in the air.
Our permanently installed fixed gas and flame detection ("FGFD") products and solutions are used in energy and utility applications, HVAC-R, water and wastewater, food retail and general industrial production facilities to detect the presence or absence of various gases in the air. Typical applications of these systems include detecting combustible or toxic gases as well as leaks of refrigerants.
The Company maintains a global Environmental, Health and Safety Management System, deploys a variety of programs to reduce and eliminate injuries and promote safety and regularly measures the progress of those programs. These programs promote personal responsibility for workplace safety and encourage associates to set a meaningful example as safety ambassadors.
The Company maintains a global Environmental, Health and Safety Management System, deploys a variety of programs to reduce and eliminate injuries and promote safety and regularly measures the progress of those programs.
We believe that participants in this industry compete primarily on the basis of product characteristics (such as functional performance, technology, cost of ownership, comfort, design and style), brand name recognition and after-market service support. 6 Table of Contents We believe we compete favorably within each of our operating segments as a result of our high quality, innovative offerings and strong brand trust and recognition.
We believe that participants in this industry compete primarily on the basis of product characteristics (such as functional performance, technology, cost of ownership, comfort, design and style), brand name recognition and after-market service support.
Diversity and Inclusion —Diversity and Inclusion is a Core Value at MSA, and the Company seeks a wide variety of thoughts, perspectives, experiences and ideas. MSA strives to provide an inclusive work environment, paired with a culture of excellence in which associates feel comfortable openly sharing thoughts and ideas.
This includes access to visits with mental health care providers through the program. • Culture —The Company seeks a wide variety of thoughts, perspectives, experiences and ideas. MSA strives to provide an inclusive work environment, paired with a culture of excellence in which associates feel comfortable openly sharing thoughts and ideas.
The model is the foundation of leadership development at MSA. By combining leadership development, culture, and business acumen, leaders are better prepared to drive a high-performance culture while maintaining an engaged workforce with opportunities for development and growth.
By combining leadership development, culture, and business acumen, leaders are better prepared to drive a high-performance culture while maintaining an engaged workforce with opportunities for development and growth. Beyond these core programs, MSA designs and delivers a variety of associate leadership and development programs to further enhance the associate experience and opportunities for growth.
Their use is often mandated by government and industry regulations, which are increasingly enforced on a global basis. The safety products and solutions market is highly competitive, with participants ranging in size from small companies focusing on a single type of PPE to several large multinational corporations that manufacture and supply many types of sophisticated safety products and solutions.
The safety products and solutions market is highly competitive, with participants ranging in size from small companies focusing on a single type of PPE to several large multinational corporations that manufacture and supply many types of sophisticated safety products and solutions. Our main competitors vary by region and product.
Our primary breathing apparatus product in the Americas segment, the MSA G1 SCBA, is a platform that offers many differentiated features. With new hardware and software upgrades always under development, this platform continues to evolve to meet our customers’ needs.
With new hardware and software upgrades always under development, this platform continues to evolve to meet our customers’ needs. The MSA M1 SCBA, which is our primary breathing apparatus product in the International segment, represents the most advanced and ergonomic SCBA that we have launched in the International markets.
Our ALTAIR ® 2X, ALTAIR 4XR and ALTAIR 5X Multigas Detectors, with our internally developed XCell ® sensor technology, provide faster response times and unsurpassed durability. Our newest multigas detector, the ALTAIR ® io™ 4, is a portable gas detection wearable designed with fully integrated connectivity for real-time visibility across worksites.
Our multi-gas detectors include the ALTAIR ® 2X, ALTAIR 4XR and ALTAIR 5X, all of which utilize our internally developed XCell ® sensor technology for fast response times. Our newest multi-gas detectors, the ALTAIR io™ 4 and ALTAIR io 6, are portable gas detection wearables designed with fully integrated connectivity through MSA+ solutions for real-time visibility across worksites.
Compensation and Rewards —MSA’s global compensation philosophy strives to provide total compensation for all associates at the market median, utilizing base salary, cash incentives and, in some cases, equity grants to achieve this goal. We further strive to provide above-market compensation opportunities for associates who exceed goals and expectations.
Associates are empowered to own their career development through business-aligned resources, tools and programs. • Compensation and Rewards —MSA’s global compensation philosophy strives to provide total compensation for all associates at the market median, utilizing base salary, cash incentives and, in some cases, equity grants to achieve this goal.
Research and Development — To achieve and maintain our market leading positions, we operate several sophisticated research and development facilities. We believe our dedication and commitment to innovation and research and development allows us to produce state-of-the-art safety products and solutions that are often first to market and exceed industry standards.
We believe our dedication and commitment to innovation and research and development allows us to produce state-of-the-art safety products and solutions that are often first to market and exceed industry standards. Our primary engineering groups are located in the United States, Germany, France, China and South Africa.
These teams are responsible for setting product line strategies based on their understanding of customers' needs and available technology, as well as the opportunities and challenges they foresee in each product area. We believe our team-based, cross-geographical and cross-functional approach to new product development is a source of competitive advantage.
Our global product development teams include cross-geographic and cross-functional members from various areas throughout the Company, including research and development, marketing, sales, operations and quality management. These teams are responsible for setting product line strategies based on their understanding of customers' needs and available technology, as well as the opportunities and challenges they foresee in each product area.
These systems utilize a wide array of sensor technologies including electrochemical, catalytic, infrared and ultrasonic. • Flame detectors and open-path infrared gas detectors. These instruments are used for plant-wide monitoring of toxic gases and for detecting the presence of flames.
Some of our flagship products in this category include the Ultima ® X5000 and S5000 gas monitors, which utilize a wide array of sensor technologies to enhance facility and worker safety. • Flame detectors and open-path infrared gas detectors. These instruments are used for plant-wide monitoring of toxic gases and for detecting the presence of flames.
We maintain leading positions across various products in our portfolio. Over the long-term, we believe global demand for safety products and solutions will continue to grow. Purchases of these products and solutions are non-discretionary, protecting workers' health and critical infrastructure in hazardous and life-threatening work environments.
The sophisticated safety products market in which we compete is a subset of the larger safety market. We maintain leading positions across various products in our portfolio. Over the long-term, we believe global demand for safety products and solutions will continue to grow.
Our broad line of fall protection equipment includes harnesses, lanyards, self-retracting lifelines, engineered systems and confined space equipment. Fall protection equipment is used by workers in the construction, energy, utilities and aerospace industries as well as general industrial applications and anyone working from height in both our Americas and International segments.
Fall protection equipment is used by workers in the construction, energy, utilities and aerospace industries as well as general industrial applications and anyone working from height in both our Americas and International segments. MSA’s V-Series ® fall protection equipment has transformed the Company’s harness and self-retracting lanyard portfolio, with over 50 fall protection products launched over the past several years.
We sell portable gas detection instruments in both our Americas and International segments. 5 Table of Contents Industrial PPE and Other Industrial head protection. We offer a complete line of industrial head protection and accessories that includes the iconic V-Gard® helmet brand, a bellwether product in MSA's portfolio for over 50 years.
We offer a complete line of industrial head protection and accessories that includes the iconic V-Gard® helmet brand, a bellwether product in MSA's portfolio for over 50 years. We offer customers a wide range of color choices for V-Gard helmets, and we are a leader in the application of customized logos.
MSA’s V-Series ® fall protection equipment has transformed the Company’s harness and self-retracting lanyard portfolio, with over 50 fall protection products launched over the past several years. Additionally, our V-TEC ® io1 self-retracting lifeline has a patented smart hook connector that uses radio-frequency identification (RFID) technology to alert wearers when they are not secured to an anchorage point. Non-core products.
Additionally, our V-TEC ® io1 self-retracting lifeline has a patented smart hook connector that uses radio-frequency identification (RFID) technology to alert wearers when they are not secured to an anchorage point. Other. Key other products that we sell include air-purifying respirators, eye and face protection, ballistic helmets and gas masks.
In addition to its principal product categories, MSA continues to deploy and grow its MSA+™ solution, a business approach that combines MSA hardware, software, and services to simplify safety operations for customers and deliver recurring revenue.
The Company's principal product categories are detection, fire service and industrial personal protective equipment ("PPE"). In addition to its principal product categories, MSA continues to deploy and grow its MSA+™ ecosystem, its turnkey approach to MSA hardware, software, and services to simplify and improve safety operations for customers while delivering recurring revenue.
Leadership and Development —MSA provides programs to enable continuous learning, growth and development opportunities. First, our "MOVE" (Meaningful, Ongoing, Vital Exchanges) Performance Management philosophy is a core element of associate engagement. Exchanges between associates and supervisors provide a flexible, ongoing feedback loop to drive and enhance the engagement of associates, while facilitating the achievement of our strategic goals.
Exchanges between associates and supervisors provide a flexible, ongoing feedback loop to drive and enhance the engagement of associates, while facilitating the achievement of our strategic goals. Second, the MSA Leadership model sets the expectations of MSA people leaders.
International segment sales are typically weaker for the Europe region in the summer holiday months of July and August and seasonality can be affected by the timing of delivery of larger orders. Invoicing and the delivery of larger orders can affect sales patterns variably across all reportable segments. 8 Table of Contents Available Information — Our Internet address is www.MSAsafety.com.
Invoicing and the delivery of larger orders can affect sales patterns variably across both reportable segments. Available Information — Our Internet address is www.MSAsafety.com.
These solutions provide users with real-time monitoring and alerts. Portable gas detection instruments. Our handheld portable gas detection instruments are used to detect the presence or absence of various gases in the air. The product line is used by energy, utility, general industrial workers as well as first responders or anyone working in a confined space environment.
The product line is used by energy, utility, general industrial workers as well as first responders or anyone working in a confined space environment.
This approach to total rewards is designed to help MSA attract, retain and motivate high-performing individuals who foster an innovative culture and drive business results. Environmental Matters — Our facilities and operations are subject to laws and regulations relating to environmental protection and human health and safety.
We further strive to provide above-market compensation opportunities for associates who exceed goals and expectations. This approach to total rewards is designed to help MSA attract, retain and motivate high-performing individuals who foster an innovative culture and drive business results.
SCBA are used by first responders, manufacturing and process industry plant workers and others entering an environment deemed immediately dangerous to life and health. The SCBA functions together with various MSA cloud-based software modules and proprietary accessories to create a complete and customizable solution for our customers.
Fire Service Breathing apparatus products. The Company's primary breathing apparatus solution is the self-contained breathing apparatus ("SCBA"). SCBA are used by first responders, manufacturing and process industry plant workers and others entering an environment deemed immediately dangerous to life and health.
Employee Health and Well-Being — To support mental health and emotional well-being, all associates and their dependents worldwide have access to an Employee Assistance Program, at no cost to them. This includes access to visits with mental health care providers through the program.
These programs promote personal responsibility for workplace safety and encourage associates to set a meaningful example as safety ambassadors. 7 Table of Contents • Employee Health and Well-Being — To support mental health and emotional well-being, all associates and their dependents worldwide have access to an Employee Assistance Program, at no cost to them.
The MSA M1 SCBA, which is our primary breathing apparatus product in the International segment, represents the most advanced and ergonomic SCBA we have launched in the International markets. The “M” stands for modular, which is a critical design element that allows this platform to meet the needs of customers around the world.
The “M” stands for modular, which is a critical design element that allows this platform to meet the needs of customers around the world. Firefighter helmets and protective apparel. We offer a complete line of fire helmets that includes our Cairns® and Gallet® helmet brands.
We distribute fire service products primarily through specially trained local and regional distributors who provide advanced training and service capabilities to volunteer and paid municipal fire departments. Because of our broad and diverse product line and our desire to reach as many markets and market segments as possible, we have over 2,100 authorized distributor locations worldwide.
In areas where we use indirect selling to fire service, we distribute fire service products primarily through specially trained local and regional distributors who provide advanced training and service capabilities to volunteer and paid municipal fire departments.
The optional Mips ® brain protection system for industrial safety helmets adds another layer of protection designed to help reduce the risk of brain trauma. Our industrial head protection products have a wide user base, including energy, utility, non-residential construction and industrial workers. Fall protection.
Our V-Gard H2™ safety helmet incorporates the latest technology to help protect against lateral impacts. The optional Mips ® brain protection system for industrial safety helmets adds another layer of protection designed to help reduce the risk of brain trauma.
We sell these products and solutions in both our Americas and International segments. Key products and solutions include: • Fixed gas detection monitoring systems. This product line is used to monitor for combustible and toxic gases and oxygen deficiency in virtually any application where continuous monitoring is required.
This product line is used to monitor for combustible and toxic gases and oxygen deficiency in a wide variety of applications where continuous monitoring is required. Our systems are used for gas detection in energy, pulp and paper, wastewater, refrigerant monitoring, pharmaceutical production and general industrial applications.
Core products comprised approximately 92% and 91% of sales in 2024 and 2023, respectively. 4 Table of Contents The following is a brief description of our core product offerings within each of our Fire Service, Detection and Industrial PPE portfolios: Fire Service Breathing apparatus products. The Company's primary breathing apparatus solution is the SCBA.
The following is a brief description of our primary products within each of our Detection, Fire Service and Industrial PPE product categories, each of which we sell in both our Americas and International Segments: Detection FGFD systems.
Competition —The global safety products and solutions market is broad and highly fragmented with few participants offering a comprehensive line of safety products and solutions. The sophisticated safety products market in which we compete is comprised of both core and non-core offerings and is a subset of the larger safety market.
Because of our broad and diverse product line and our desire to reach as many markets and market segments as possible, we have over 1,800 authorized distributor locations worldwide. Competition —The global safety products and solutions market is broad and highly fragmented with few participants offering a comprehensive line of safety products and solutions.
Second, the MSA Leader model sets the expectations of MSA people leaders. Grounded in core principles that define MSA’s high performance culture of excellence, the MSA Leader model guides the development of current and aspiring leaders. It outlines the traits, knowledge, competencies, and experiences that MSA requires for successful leadership while encouraging leaders to remain true to their personal styles.
Grounded in our culture, values and the MBS that define MSA’s high performance culture of excellence, the MSA Leadership model guides the development of current and aspiring leaders. The model is the foundation of leadership development at MSA.
Creating an inclusive environment helps to recruit and retain talent, promoting engagement, fostering innovation, and achieving MSA’s business objectives. MSA also partners with a number of non-profit and community-based organizations to help to build a pipeline of future talent with differing backgrounds, thoughts, experiences, and perspectives. Approximately 55% of our U.S. workforce self-identifies as diverse.
Creating an inclusive environment helps to recruit and retain talent, promoting engagement, fostering innovation, and achieving MSA’s business objectives.
Typical applications of these systems include the detection of an oxygen deficiency in confined spaces or the presence of combustible or toxic gases as well as detecting leaks of refrigerants. The FGFD product and solution line generates a meaningful portion of overall revenue from recurring business including replacement components and related service.
FGFD products and solutions generate a meaningful portion of overall revenue from recurring business including replacement components and related service. Key products and solutions include: 4 Table of Contents • Fixed gas detection monitoring systems.
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The Company's principal product categories are fire service, detection and industrial personal protective equipment ("PPE"). Core products for fire service include self-contained breathing apparatus ("SCBA"), protective apparel and helmets; core products for detection include fixed gas and flame detection ("FGFD") systems and portable gas detection instruments; and core products for industrial PPE include industrial head protection and fall protection devices.
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These solutions provide users with real-time monitoring and alerts. In 2025, we acquired M&C TechGroup and its affiliated companies ("M&C"). Headquartered in Ratingen, Germany, M&C provides a comprehensive range of gas analysis systems that detect, measure and monitor gases in critical environments. M&C’s product portfolio includes systems and solutions for gas sampling, gas conditioning, as well as advanced process control.
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Examples of MSA+ offerings include MSA Grid and MSA FireGrid – cloud-hosted software platforms that provide situational awareness to customers during hazardous industrial and fire service activities while also streamlining everyday safety compliance and equipment maintenance procedures.
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Refer to Note 15—Acquisitions to the consolidated financial statements in Part II Item 8 of this Form 10-K for further information. Portable gas detection instruments. Our handheld portable gas detection instruments are used to detect the presence or absence of various gases in the air.
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MSA's corporate strategy includes a focus on providing customers a number of core products, where we have leading market positions and a distinct competitive advantage. Core products, as mentioned above, include breathing apparatus where SCBA is the principal product, firefighter helmets and protective apparel, FGFD, portable gas detection instruments, industrial head protection products and fall protection devices.
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The SCBA functions together with various MSA cloud-based software modules and proprietary accessories to create a complete and customizable solution for our customers. Our primary breathing apparatus product in the Americas segment, the MSA G1 SCBA, is a platform that offers many differentiated features.
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We sell breathing apparatus across both the Americas and International segments. Firefighter helmets and protective apparel. We offer a complete line of fire helmets that includes our Cairns® and Gallet® helmet brands. Our Cairns helmets are primarily used by firefighters in North America while the Gallet helmets are primarily used by firefighters across our International segment.
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Globe Holding Company, LLC ("Globe") and B T Q Limited ("Bristol Uniforms"), two of our subsidiaries, are both leading innovators and providers of firefighter protective apparel products in the Americas segment and International segment, respectively. Industrial PPE and Other Industrial head protection.
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Our systems are used for gas detection in energy, pulp and paper, wastewater, refrigerant monitoring, pharmaceutical production and general industrial applications. Some of our flagship products include the Ultima ® X5000 and S5000 gas monitors, which enhance facility and worker safety while lowering overall cost of ownership for our customers through differentiated sensor technology.
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Our industrial head protection products have a wide user base, including energy, utility, non-residential construction and industrial workers. 5 Table of Contents Fall protection. Our broad line of fall protection equipment includes harnesses, lanyards, self-retracting lifelines, engineered systems and confined space equipment.
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We offer customers a wide range of color choices for V-Gard helmets, and we are a leader in the application of customized logos. Our V-Gard H2™ safety helmet incorporates the latest technology to help protect against lateral impacts.
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Purchases of these products and solutions are non-discretionary, protecting workers' health and critical infrastructure in hazardous and life-threatening work environments. Their use is often mandated by government and industry regulations, which are increasingly enforced on a global basis.
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MSA maintains a portfolio of non-core products. Non-core products reinforce and extend the core offerings, drawing upon our customer relationships, distribution channels, geographical presence and technical experience. These products are complementary to the core offerings and sometimes reflect more episodic or contract-driven growth patterns. Key non-core products include air-purifying respirators, eye and face protection, ballistic helmets and gas masks.
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We believe we compete favorably within each of our operating segments and product categories as a result of our high quality, innovative offerings and strong brand trust and recognition. 6 Table of Contents Research and Development — To achieve and maintain our market leading positions, we operate several sophisticated research and development facilities.
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Our main competitors vary by region and product.
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MSA also partners with a number of non-profit and community-based organizations to help to build a pipeline of future talent with differing backgrounds, thoughts, experiences, and perspectives. • Leadership and Development —MSA provides programs to enable continuous learning, growth and development opportunities. First, our "MOVE" (Meaningful, Ongoing, Vital Exchanges) Performance Management philosophy is a core element of associate engagement.
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Our primary engineering groups are located in the United States, Germany, France, China and South Africa. Our global product development teams include cross-geographic and cross-functional members from various areas throughout the Company, including research and development, marketing, sales, operations and quality management.
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International segment sales are typically weaker for the Europe region in the summer holiday months of July and August and seasonality can be affected by the timing of delivery of larger orders. The fourth quarter is also impacted by holidays which reduces the number of working days and may impact the timing of delivery of orders at year end.
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This includes women who comprise approximately 40% of our U.S. workforce. We determine race and gender diversity based on our employees’ self-identification or other information compiled to meet the requirements of the U.S. government, compiled as of December 31, 2024. We count a diverse woman as one individual for purposes of the calculating the aforementioned statistics.
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Beyond these core programs, MSA designs and delivers a variety of associate leadership and development programs to further enhance the associate experience and opportunities for growth. Associates are empowered to own their career development through business-aligned resources, tools and programs.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

48 edited+6 added−13 removed79 unchanged
Biggest changeWe have business operations in more than 40 international locations. In 2024, approximately 40% of our net sales were made by operations located outside the United States. We also rely on global supply chains or otherwise source critical components and raw materials from suppliers based in foreign countries, which at times are used in manufacturing operations across our global footprint.
Biggest changeWe also rely on global supply chains or otherwise source critical components and raw materials from suppliers based in foreign countries, which at times are used in manufacturing operations across our global footprint. In certain cases, components could be sole sourced or otherwise not easily substituted due to the highly regulated or complex nature of our products.
Long-term economic uncertainty in some of the regions of the world in which we operate, such as Asia, Latin America, the Middle East and Europe, could result in declines in revenue, profitability and cash flow due to reduced orders, payment delays, supply chain disruptions or other factors caused by the economic challenges faced by our customers, suppliers, and other business partners.
Long-term economic uncertainty in some of the regions of the world in which we operate, such as Asia Pacific, Latin America, the Middle East and Europe, could result in declines in revenue, profitability and cash flow due to reduced orders, payment delays, supply chain disruptions or other factors caused by the economic challenges faced by our customers, suppliers, and other business partners.
MSA runs the risk that these and similar initiatives may not be completed substantially as planned, may be more costly to implement than expected, or may not result in the efficiencies or cost savings anticipated. In addition, if not properly managed, these initiatives could cause disruptions in our day-to-day operations and have a negative impact on MSA's financial results.
MSA runs the risk that these activities and similar initiatives may not be completed substantially as planned, may be more costly to implement than expected, or may not result in the efficiencies or cost savings anticipated. In addition, if not properly managed, these initiatives could cause disruptions in our day-to-day operations and have a negative impact on MSA's financial results.
If we fail to introduce successful new products or solutions or extend our existing portfolio, we could lose our market position and our financial performance could be materially and adversely affected. In the safety products and solutions market, there are frequent introductions of new products, product line extensions, and related solutions.
If we fail to introduce successful new products or solutions or extend our existing portfolio, we could lose our market position and our financial performance could be materially and adversely affected. In the safety products and solutions market, there are frequent introductions of new products, product line extensions, and related technologies and solutions.
We consider available current information when calculating our impairment charge. If there are indicators of impairment, our long-term cash flow forecasts for our operations deteriorate or discount rates increase, we may be required to recognize additional impairment charges in later periods.
We consider available current information when calculating our impairment charge. If there are indicators of impairment, our long-term cash flow forecasts for our operations deteriorate or discount rates increase, we may be required to recognize additional non-cash charges in later periods.
Our inability to successfully manage price fluctuations or delays due to market demand, currency risks or material shortages, or future price fluctuations (whether due to inflationary pressures, tariffs or otherwise) could have a material adverse effect on our business and our consolidated results of operations and financial condition.
Our inability to successfully manage price fluctuations or delays due to market demand, unavailability, currency risks or material shortages, or future price fluctuations (whether due to inflationary pressures, tariffs or otherwise) could have a material adverse effect on our business and our consolidated results of operations and financial condition.
While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our consolidated financial statements, which could have a material adverse effect on our consolidated results of operations, financial condition and cash flows. 11 Table of Contents RISKS RELATED TO SUPPLY AND MANUFACTURING Our future results are subject to the risk that purchased components and materials are unavailable or available at excessive cost due to material shortages, tariff changes, excessive demand, currency fluctuation, inflationary pressure and other factors.
While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our consolidated financial statements, which could have a material adverse effect on our consolidated results of operations, financial condition and cash flows. 10 Table of Contents RISKS RELATED TO SUPPLY AND MANUFACTURING Our future results are subject to the risk that purchased components and materials are unavailable or available at excessive cost due to material shortages, tariff changes, excessive demand, currency fluctuation, inflationary pressure and other factors.
However, the ultimate amounts to be contributed are dependent upon, among other things, interest rates, underlying asset returns and the impact of legislative or regulatory changes related to pension funding obligations. For further information regarding our pension plans, refer to Note 15—Pensions and Other Post-retirement Benefits of the consolidated financial statements in Part II Item 8 of this Form 10-K.
However, the ultimate amounts to be contributed are dependent upon, among other things, interest rates, underlying asset returns and the impact of legislative or regulatory changes related to pension funding obligations. For further information regarding our pension plans, refer to Note 16—Pensions and Other Post-retirement Benefits of the consolidated financial statements in Part II Item 8 of this Form 10-K.
These risks include delays, the failure of new products, product line extensions, and related solutions to achieve anticipated levels of market acceptance, disruptive products, technologies and services introduced by competitors, and the risk of failed product introductions. 14 Table of Contents RISKS RELATED TO CYBERSECURITY OR MISAPPROPRIATION OF OUR CRITICAL INFORMATION A failure of our information systems or a cybersecurity breach could materially and adversely affect our business, results of operations and financial condition.
These risks include delays, the failure of new products, product line extensions, and related solutions to achieve anticipated levels of market acceptance, disruptive products, technologies and services introduced by competitors, and the risk of failed product introductions. 13 Table of Contents RISKS RELATED TO CYBERSECURITY OR MISAPPROPRIATION OF OUR CRITICAL INFORMATION A failure of our information systems or a cybersecurity breach could materially and adversely affect our business, results of operations and financial condition.
Any one or more of these risks could have a negative impact on the success of our global operations and, thereby, have a material adverse effect on our business, consolidated results of operations and financial condition. 17 Table of Contents Because we derive a significant portion of our sales from the operations of our foreign subsidiaries, future currency exchange rate fluctuations could adversely affect our results of operations and financial condition and could affect the comparability of our results between financial periods.
Any one or more of these risks could have a negative impact on the success of our global operations and, thereby, have a material adverse effect on our business, consolidated results of operations and financial condition. 16 Table of Contents Because we derive a significant portion of our sales from the operations of our foreign subsidiaries, future currency exchange rate fluctuations could adversely affect our results of operations and financial condition and could affect the comparability of our results between financial periods.
As the legal and regulatory environment continues to evolve, it is not possible to accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact our business. 12 Table of Contents RISKS RELATED TO ECONOMIC, MARKET AND COMPETITIVE CONDITIONS Unfavorable economic and market conditions could materially and adversely affect our business, results of operations and financial condition.
As the legal and regulatory environment continues to evolve, it is not possible to accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact our business. 11 Table of Contents RISKS RELATED TO ECONOMIC, MARKET AND COMPETITIVE CONDITIONS Unfavorable economic and market conditions could materially and adversely affect our business, results of operations and financial condition.
If our goodwill, other intangible assets and long-lived assets become impaired, we may be required to record significant charges to earnings. We review our long-lived assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Goodwill and indefinite-lived intangible assets are required to be assessed for impairment at least annually.
If our goodwill, other intangible assets and long-lived assets become impaired, we may be required to record significant non-cash charges to earnings. We review our long-lived assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Goodwill and indefinite-lived intangible assets are required to be assessed for impairment at least annually.
Additionally, market anticipation of significant new standards can cause customers to accelerate or delay buying decisions. 10 Table of Contents We are subject to various federal, state and local laws and regulations across our global organization and any violation of these laws or regulations could adversely affect our results of operations.
Additionally, market anticipation of significant new standards can cause customers to accelerate or delay buying decisions. 9 Table of Contents We are subject to various federal, state and local laws and regulations across our global organization and any violation of these laws or regulations could adversely affect our results of operations.
Included in the extensive laws, regulations and ordinances to which we are subject, are those relating to the protection of the environment. Examples include those governing discharges to water, discharges to air (including greenhouse gas emissions), handling and disposal practices for solid and hazardous wastes and the maintenance of a safe workplace.
Included in the extensive laws, regulations and ordinances to which we are subject, are those relating to the protection of the environment. Examples include those governing discharges to water, discharges to air (including greenhouse gas emissions and restrictions to same), handling and disposal practices for solid and hazardous wastes and the maintenance of a safe workplace.
In addition, even if we achieve the expected benefits, we may not be able to achieve them within the anticipated time frame, and such benefits may be offset by costs incurred in integrating the acquired companies and increases in other expenses. We have also divested businesses and may consider divesting businesses in the future.
In addition, even if we achieve the expected benefits, we may not be able to achieve them within anticipated time frames, and such benefits may be offset by costs incurred in integrating the acquired companies and increases in other expenses. We have also divested businesses and may consider divesting businesses in the future.
Congress, the Organization for Economic Co-operation and Development ("OECD") and other government agencies in jurisdictions in which we and our affiliates invest or do business have maintained a focus on issues related to the taxation of multinational companies.
Congress, the Organisation for Economic Co-operation and Development ("OECD") and other government agencies in jurisdictions in which we and our affiliates invest or do business have maintained a focus on issues related to the taxation of multinational companies.
These actions could result in liability for significant monetary damages, unfavorable publicity and other reputational damage and have a material adverse effect on our business, consolidated results of operations and financial condition. We are subject to various environmental laws and any violation of these laws could adversely affect our results of operations.
These actions could result in liability for significant monetary damages, unfavorable publicity and other reputational damage and have a material adverse effect on our business, consolidated results of operations and financial condition. We are subject to various environmental laws, regulations and ordinances, any violation of which could adversely affect our results of operations.
See Note 14—Goodwill and Intangible Assets of the consolidated financial statements in Part II Item 8 of this Form 10-K for the carrying amounts of goodwill in each of our reporting segments and details on indefinite-lived intangible assets that we hold. 18 Table of Contents Failure to effectively harness and/or protect Company data or to incorporate, or improperly incorporating, Artificial Intelligence (AI) could damage our business.
See Note 14—Goodwill and Intangible Assets of the consolidated financial statements in Part II Item 8 of this Form 10-K for the carrying amounts of goodwill in each of our reportable segments and details on indefinite-lived intangible assets that we hold. 17 Table of Contents Failure to effectively harness and/or protect Company data or to incorporate, or improperly incorporating, Artificial Intelligence (AI) could damage our business.
If more stringent environmental laws are enacted, these future laws could have a material adverse effect on our business, consolidated results of operations and financial condition. We are subject to risks related to our environmental, social and governance activities and disclosures.
If more stringent environmental laws are enacted, these future laws could have a material adverse effect on our business, consolidated results of operations and financial condition. We are subject to risks related to our sustainability activities and disclosures.
Divestiture risks relate to our ability to find appropriate purchasers, execute transactions on favorable terms, separate divested business operations with minimal impact to our remaining operations, and effectively manage any transitional service arrangements. Any of these factors could materially and adversely affect our consolidated results of operations and financial condition.
Divestiture risks relate to our ability to find appropriate purchasers, execute transactions on favorable terms and avoid transaction-related disputes, separate divested business operations with minimal impact to our remaining operations, and effectively manage any transitional service arrangements. Any of these factors could materially and adversely affect our consolidated results of operations and financial condition.
Our inability to maintain the proprietary nature of our technologies could have a material adverse effect on our consolidated results of operations and financial condition. 15 Table of Contents RISKS RELATED TO HUMAN CAPITAL MANAGEMENT If we lose any of our key personnel or are unable to attract, train and/or retain qualified personnel or properly plan the succession of senior management, our ability to manage our business and continue our growth could be negatively impacted.
Our inability to maintain the proprietary nature of our technologies could have a material adverse effect on our consolidated results of operations and financial condition. 14 Table of Contents RISKS RELATED TO HUMAN CAPITAL MANAGEMENT If we lose any of our key personnel or are unable to attract, train and/or retain qualified employees for our global workforce or properly plan the succession of senior management, our ability to manage our business and continue our growth could be negatively impacted.
If we are unable to successfully expand e-business capabilities in support of our customer needs, our brands may lose market share, which could negatively impact revenue and profitability. 13 Table of Contents RISKS RELATED TO NEW AND ADJACENT INITIATIVES Our plans to improve future profitability through restructuring programs may not be successful and could lead to unintended consequences.
If we are unable to successfully expand digital commerce capabilities in support of our customer needs, our brands may lose market share, which could negatively impact revenue and profitability. 12 Table of Contents RISKS RELATED TO NEW AND ADJACENT INITIATIVES Our plans to improve future profitability through restructuring programs may not be successful and could lead to unintended consequences.
We could experience unplanned or increased turnover of employees, fail to develop adequate succession plans for leadership positions, or fail to hire and retain a workforce with the skills and in the locations we need to operate and grow our business.
We could experience unplanned or increased turnover of employees, face challenges attracting or retaining qualified employees, fail to develop adequate succession plans for leadership positions, or fail to hire and retain a workforce with the skills and in the locations we need to operate and grow our business.
As of December 31, 2024, we had $206.3 million of variable rate borrowings on a term loan under our revolving credit facility. A 50 basis point increase or decrease in interest rates could result in $1.0 million of additional interest expense.
As of December 31, 2025, we had $285.3 million of variable rate borrowings on a term loan under our revolving credit facility. A 50 basis point increase or decrease in interest rates could result in $1.9 million of additional interest expense.
A reduction in the spending patterns of government customers or delays in obtaining government approval for our products and solutions could materially and adversely affect our net sales, earnings and cash flow.
A reduction in the spending patterns of government customers, prolonged or recurring government shutdowns or reductions in government staffing, or delays in obtaining government approval for our products and solutions could materially and adversely affect our net sales, earnings and cash flow.
We may not be able to compete successfully against current and future competitors, and the competitive pressures faced by us could have a material adverse effect our business, consolidated results of operations and financial condition. In addition, e-commerce is a rapidly developing area, and the execution of a successful e-business strategy involves significant time, investment and resources.
We may not be able to compete successfully against current and future competitors, and the competitive pressures faced by us could have a material adverse effect on our business, consolidated results of operations and financial condition. In addition, digital commerce continues to evolve and the execution of a successful strategy involves significant time, investment and resources.
During a pandemic or crisis, applicable laws and response directives such as vaccine mandates or occupational safety and health requirements, could, in some circumstances, result in skilled labor impacts including voluntary attrition or difficulty finding labor, or otherwise adversely affect our ability to operate our plants, obtain inputs from suppliers, or to deliver our products in a timely manner.
During a pandemic or crisis, applicable laws and response directives could, in some circumstances, result in skilled labor impacts including voluntary attrition or difficulty finding labor, or otherwise adversely affect our ability to operate our plants, obtain inputs from suppliers, or to deliver our products in a timely manner.
We cannot assure that ongoing improvements to our infrastructure and cybersecurity programs will be sufficient to prevent or limit the damage from any future cyber-attack or disruption to our information systems.
We cannot assure that ongoing improvements to our infrastructure and cybersecurity programs will be sufficient to prevent or limit the damage from any future cyber-attack or disruption to our information systems, even with mitigation protocols and available insurance.
Our success depends in large part on the continued contributions of our key management, engineering, sales and marketing and other key personnel, many of whom are highly skilled and would be difficult to replace. Our success also depends on the abilities of personnel to function effectively, both individually and as a group.
Our success depends in large part on the continued contributions of our key personnel within our global workforce, many of whom are highly skilled and would be difficult to replace. Our success also depends on the abilities of personnel to function effectively, both individually and as a group.
New and emerging technologies, including Generative AI, bring opportunities and risks, and the implications of using (or not using) these technologies are only starting to emerge. Our business is subject to and impacted by these rapid technological advances, and the failure to effectively and/or lawfully deploy these technologies may impact the Company’s business.
New and emerging technologies, including Generative AI, bring opportunities and risks, and the implications of using (or not using) these technologies continue to rapidly change. Our business is subject to and impacted by these technological advances, and the failure to effectively and/or lawfully deploy these technologies may impact the Company’s business.
Failure to achieve and maintain a diverse workforce, compensate our employees competitively and fairly, maintain a safe and inclusive environment or promote the well-being of our employees could affect our reputation and also result in lower performance and an inability to retain valuable employees. 16 Table of Contents RISKS RELATED TO DOING BUSINESS INTERNATIONALLY We have significant international operations and are subject to the risks of doing business in foreign countries and global supply chains.
Additionally, failure to achieve and maintain a diverse workforce, compensate our employees competitively and fairly, maintain a safe and inclusive environment or promote the well-being of our employees could affect our reputation and result in lower performance and an inability to retain valuable employees. 15 Table of Contents RISKS RELATED TO DOING BUSINESS INTERNATIONALLY We have significant international operations, are subject to the risks of doing business in foreign countries and global supply chains, and may be impacted by external factors including those we may be unable to control.
We compete to hire new personnel with a variety of capabilities in the many countries in which we design, manufacture and market our products and solutions. We also invest resources and time to develop and retain our employees' skills and competencies.
We compete with other companies both within and outside of our industry in a highly competitive labor market to hire new personnel with a variety of capabilities in the many countries in which we design, manufacture and market our products and solutions. We also invest resources and time to develop and retain our employees' skills and competencies.
Our plans to continue to improve productivity and reduce complexity may not be successful, which could adversely affect our ability to compete. MSA periodically evaluates the efficiency of our business, which may result in changes to the way that we operate.
Our plans to continue to improve productivity, execute restructuring programs (such as to improve profitability), reduce complexity, and meet other operating objectives may not be successful, which could adversely affect our ability to compete. MSA periodically evaluates the efficiency of our business, which may result in changes to the way that we operate.
Further examples of such risks include the following: • Scarcity or unavailability of parts and components necessary to manufacture our products; • unexpected changes in regulatory requirements; • changes in trade policy or tariff regulations; • changes in tax laws and regulations; • unintended consequences due to changes to the Company's legal structure; • additional valuation allowances on deferred tax assets due to an inability to generate sufficient profit in certain foreign jurisdictions; • intellectual property protection difficulties or intellectual property theft; • difficulty in collecting accounts receivable; • complications in complying with a variety of foreign laws and regulations, some of which may conflict with U.S. laws; • foreign privacy laws and regulations that impede our ability to effectively do business; • negative impacts from trade protection measures and price controls; • trade sanctions and embargoes; • nationalization and expropriation of assets; • increased international instability, potential instability of foreign governments or impacts from geopolitical conflicts, events, or wars; • lack of effective compliance with MSA's anti-bribery policy, the U.S.
As a result of our operations outside the United States, we are subject to certain additional inherent risks including the following: • Scarcity or unavailability of parts and components necessary to manufacture our products; • unexpected changes in regulatory requirements; • changes in trade policy or tariff regulations; • changes in tax laws and regulations; • unintended consequences due to changes to the Company's legal structure; • additional valuation allowances on deferred tax assets due to an inability to generate sufficient profit in certain foreign jurisdictions; • intellectual property protection difficulties or intellectual property theft; • difficulty in collecting accounts receivable; • complications in complying with a variety of foreign laws and regulations, some of which may conflict with U.S. laws; • foreign privacy laws and regulations that impede our ability to effectively do business; • trade sanctions and embargoes; • nationalization and expropriation of assets (or laws that effectively result in the same); • lack of effective compliance with MSA's anti-bribery policy, the U.S.
We are subject to various U.S. and foreign tax laws and any changes in these laws related to the taxation of businesses and resolutions of tax disputes could adversely affect our results of operations. The U.S.
Failure to accurately and timely meet these expectations and requirements may result in reputational damage, regulatory penalties and litigation among other consequences. We are subject to various U.S. and foreign tax laws and any changes in these laws related to the taxation of businesses and resolutions of tax disputes could adversely affect our results of operations. The U.S.
The competitive pressures faced by us could materially and adversely affect our business, results of operations and financial condition. The safety products and solutions market is highly competitive, with participants ranging in size from small companies focusing on single types of safety products, to large multinational corporations that manufacture and supply many types of safety products and solutions.
The safety products and solutions market is highly competitive, with participants ranging in size from small companies focusing on single types of safety products, to large multinational corporations that manufacture and supply many types of safety products and solutions among other lines of business. Our main competitors vary by region and product.
If our information systems or security fail, or if there is any compromise or breach of our security, it could disrupt our operations and/or result in a violation of applicable data protection and other laws, legal and financial exposure, remediation costs, negative impacts on our customers' willingness to transact business with us, or a loss of confidence in our security measures, which could have an adverse effect on our business, our reputation and our consolidated results of operations and financial condition.
Such a failure could also include legal and financial exposure, remediation costs, negative impacts on our customers' willingness to transact business with us, or a loss of confidence in our security measures, which could have an adverse effect on our business, our reputation and our consolidated results of operations and financial condition.
While we strive to reduce the negative impact of such changes, the loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, and the results of our operations.
The loss of any key employee could result in significant disruptions to our operations, including increased costs and time of training, replacement and integration, adversely affecting the timeliness of product releases, the effectiveness of our disclosure controls and procedures, our internal control over financial reporting, and the results of our operations.
Our inability to successfully identify, consummate and integrate current and future acquisitions or to realize anticipated cost savings and other benefits could adversely affect our business. Additionally, divestitures may expose us to alleged potential liabilities which could adversely affect our business. One of our operating strategies is to selectively pursue acquisitions.
Additionally, divestitures may expose us to alleged potential liabilities which could adversely affect our business. One of our operating strategies is to selectively pursue acquisitions. Any future acquisitions will depend on our ability to identify suitable acquisition candidates and successfully consummate such acquisitions.
Foreign Corrupt Practices Act, and similar anti-corruption and anti-bribery laws in the countries where the Company does business; • difficulty in hiring, retaining and motivating qualified employees; • difficulty in the ability to effectively negotiate with labor unions in foreign countries; • the need to take extra security precautions for our international operations; • costs and difficulties in managing culturally and geographically diverse international operations; • pandemics, severe weather events, or other disasters; and • risks associated with disruptive political events and related legal and economic uncertainty.
Foreign Corrupt Practices Act, and similar anti-corruption and anti-bribery laws in the countries where the Company does business; • the need to take extra security precautions for our international operations; • risks associated with restricted or delayed access to capital markets on acceptable terms necessary to execute our business strategy, fund operations, refinance existing indebtedness, and pursue strategic opportunities; • costs and difficulties in managing culturally and geographically diverse international operations; and • risks associated with disruptive political events and related legal and economic uncertainty.
The proper functioning and security of our information systems is critical to the operation and reputation of our business. This includes the systems that support and operate our GRID, FireGRID, and similar connected product platforms. Our information systems may be vulnerable to damage or disruption from natural or man-made disasters, computer viruses, power losses or other system or network failures.
The proper functioning and security of our information systems is critical to the operation and reputation of our business. This also includes the systems that support and operate our GRID, FireGRID, and similar connected products and product platforms.
Therefore, our operations and sourcing strategies could face supply shortages, supplier or sourcing delays, transportation disruptions, changes in customer demand, or disruption due to various geopolitical events, economic conditions, and natural disasters, as well as other risks and uncertainties related to doing business across borders, which could have a material adverse effect on our business.
Therefore, our operations and sourcing strategies could face supply shortages, supplier or sourcing delays, transportation disruptions, changes in customer demand, or disruption, which could have a material adverse effect on our business, consolidated results of operations and financial condition.
A significant reduction in available government funding could result in declines in our consolidated results of operations and cash flow. The markets in which we operate are highly competitive, and some of our competitors have greater financial and other resources than we do.
The markets in which we operate are highly competitive, and some of our competitors have greater financial and other resources than we do. The competitive pressures faced by us could materially and adversely affect our business, results of operations and financial condition.
We have incurred and may incur restructuring charges primarily related to severance costs for staff reductions associated with our ongoing initiatives to drive profitable growth and right size our operations as well as programs to adjust our operations in response to current business conditions.
We have incurred and may incur restructuring charges primarily related to severance costs for staff reductions associated with initiatives to drive profitable growth and right size our operations from year to year. Our cost structure in future periods is somewhat dependent upon our ability to maintain increased productivity without backfilling certain positions.
Environmental social and governance, often referred to as ESG, has continued to be an area of focus from investors, customers, employees, and lawmakers, who at times may have competing, inconsistent, or varying interests. ESG-related regulations at both state and national levels are requiring heightened attention, including climate-related disclosures.
Sustainability continues to be an evolving area of focus from investors, customers, employees, and lawmakers, who at times may have competing, inconsistent, or varying interests. Regulations at both state and national levels also continue to evolve. The Company anticipates continued stakeholder expectations and changing regulatory requirements, among other demands.
Our cost structure in future periods is somewhat dependent upon our ability to maintain increased productivity without backfilling certain positions. If our programs are not successful, there could be a material adverse effect on our business and consolidated results of operations.
If our programs are not successful, there could be a material adverse effect on our business and consolidated results of operations. Our inability to successfully identify, consummate and integrate current and future acquisitions or to realize anticipated cost savings and other benefits could adversely affect our business.
Occurrence of any of these conditions could deplete our institutional knowledge base and erode our competitiveness. We continue to experience a tight and competitive labor market and could face unforeseen challenges in the availability of labor.
Occurrence of any of these conditions could deplete our institutional knowledge base, erode our competitiveness and hinder our strategic planning and execution including the successful implementation and completion of our company initiatives.
To date, we have not experienced any known material breaches or material losses related to cyber-attacks.
To date, we have not experienced any known material breaches or material losses related to cyber-attacks. If our information systems or security fail, or if there is any compromise or breach of our security, it could disrupt our operations, impair our data and/or data access, and/or result in a violation of applicable data protection, data security and other laws.
Removed
As reporting and disclosure requirements continue to evolve, the Company anticipates increasing investor expectations and additional regulatory requirements, among other demands related to our ESG activities. Failure to accurately and timely meet these expectations and requirements may result in reputational damage, regulatory penalties and litigation among other consequences.
Added
A significant reduction in available government funding or staffing could result in declines in our consolidated results of operations and cash flow.
Removed
For example, MSA has integrated parts of its European operating segment that have historically been individually managed entities, into a centrally managed organization model.
Added
Moreover, our operations rely on timely interactions with government agencies, including but not limited to those that govern our product and regulatory approvals, and prolonged or recurring government shutdowns or staffing reductions could negatively impact our consolidated results of operations and cash flow or regulatory approvals and compliance functions.
Removed
We plan to continue to leverage the benefits of scale created from this approach and are in the process of implementing a more efficient and cost-effective enterprise resource planning system in additional locations across the International Segment.
Added
Our information systems may be vulnerable to damage or disruption from natural or man-made disasters, computer viruses, power losses or other system or network failures.
Removed
Our main competitors vary by region and product.
Added
We are also subject to the negative effects of labor shortages affecting our third-party partners and service providers.
Removed
Any future acquisitions will depend on our ability to identify suitable acquisition candidates and successfully consummate such acquisitions.
Added
We have business operations in more than 40 international locations. In 2025, approximately 50% of our net sales were made by operations located outside the United States.
Removed
If we are unable to attract, effectively integrate and retain management, engineering, sales and marketing or other key personnel, then the execution of our company strategy and our ability to adapt and react to changing market requirements may be impeded, and our business could suffer as a result.
Added
There is a high level of uncertainty surrounding future global economic conditions due to a number of factors, such as geopolitical uncertainty, including the international impacts of ongoing wars, civil conflict and terrorism, commodity market volatility, potential changes to international trade agreements, the imposition of tariffs and the threat of additional tariffs, natural disasters, pandemics and public health events.
Removed
In addition, hiring, training, and successfully integrating replacement critical personnel could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful, which could negatively impact future revenues. Competition for personnel is intense, and we cannot assure that we will be successful in attracting and retaining qualified personnel.
Removed
The hiring of new personnel may also result in increased costs, and we do not currently maintain key person life insurance. Our success also depends on effective succession planning. Failure to ensure effective transfer of knowledge and smooth transitions involving senior management could hinder our strategic planning and execution.
Removed
From time to time, senior management or other key employees may leave the Company.
Removed
We may be unable to hire, retain or develop a highly skilled and diverse global workforce or effectively manage changes in our workforce and respond to shifts in labor availability. It is important to our business to hire, retain and develop a highly skilled and diverse global workforce.
Removed
A sustained labor shortage or increased turnover rates within our employee base have led and could lead to increased costs such as increased overtime to meet demand or increased wages to attract and retain employees.
Removed
We have also been negatively affected and could continue to be negatively affected by labor shortages and other constraints experienced by our partners, including our external manufacturing partners and freight providers.
Removed
In certain cases, components could be sole sourced or otherwise not easily substituted due to the highly regulated or complex nature of our products.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed20 unchanged
Biggest changeThe CISO reports directly to the Senior Vice President and Chief Product and Technology Officer, who is a member of the Company’s Executive Leadership Team. Additionally, the CISO reports regularly on the cybersecurity program, including risks and mitigation, to the Cybersecurity Executive Steering Body.
Biggest changeThe CISO reports to the Chief Information Officer. The Chief Information Officer reports to the Senior Vice President and Chief Product and Technology Officer, who is a member of the Company’s Executive Leadership Team. Additionally, the CISO reports regularly on the cybersecurity program, including risks and mitigation, to the Cybersecurity Executive Steering Body.
Additionally, the Board of Directors receives ERM program briefings that include cybersecurity risks. 20 Table of Contents Management’s Role Managing Risk Company management is directly involved in assessing and managing risks from cybersecurity threats. The Company employs a CISO with substantial program management experience, along with a team of cybersecurity and IT professionals.
Additionally, the Board of Directors receives ERM program briefings that include cybersecurity risks. 19 Table of Contents Management’s Role Managing Risk Company management is directly involved in assessing and managing risks from cybersecurity threats. The Company employs a CISO with substantial program management experience, along with a team of cybersecurity and IT professionals.
Related reporting to management occurs on a routine basis, and the Board of Directors is updated through an established cadence via the Board’s Audit Committee and the full Board. The Company has an information security policy, and it provides cybersecurity training to employees on a recurring basis.
Related reporting to management occurs on a routine basis, and the Board of Directors is updated through an established cadence via the Board’s Audit Committee and the full Board. The Company has an information security policy, and it provides cybersecurity training to employees on a recurring basis throughout the year.
Accordingly, the highest levels of management are informed of the cybersecurity position and risks, and significant cybersecurity matters are elevated to the Audit Committee of the Board of Directors. 21 Table of Contents
Accordingly, the highest levels of management are informed of the cybersecurity position and risks, and significant cybersecurity matters are elevated to the Audit Committee of the Board of Directors. 20 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed3 unchanged
Biggest changeThe primary manufacturing locations in the International segment are located in Berlin, Germany; Bristol, United Kingdom; Châtillon-sur-Chalaronne, France; Galway, Ireland; Chelalate, Morocco; and Suzhou, China. Our primary research and development centers are located in Berlin, Germany; Cranberry Township, PA; Suzhou, China; Johannesburg/Cape Town, South Africa; and Châtillon-sur-Chalaronne, France.
Biggest changeThe primary manufacturing locations in the International segment are located in Berlin, Germany; Bristol, United Kingdom; Ratingen, Germany; Châtillon-sur-Chalaronne, France; Galway, Ireland; Chelalate, Morocco; Suzhou, China and Aach, Germany. Our primary research and development centers are located in Berlin, Germany; Cranberry Township, PA; Suzhou, China; Johannesburg/Cape Town, South Africa; and Châtillon-sur-Chalaronne, France.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

6 edited+2 added−1 removed0 unchanged
Biggest changeVice President and President, International since June 2024. Lee B. McChesney (c) 53 Sr. Vice President and Chief Financial Officer since October 2022. Richard W. Roda (d) 52 Vice President, Secretary and Chief Legal Officer since June 2023. Stephanie L. Sciullo (e) 40 Sr. Vice President and President, Americas since June 2023. (a) Prior to his present position, Mr.
Biggest changeVice President, Chief Financial Officer and Treasurer since August 2025. David J. Howells (c) 69 Sr. Vice President and President, International since June 2024. Richard W. Roda (d) 53 Vice President, Secretary and Chief Legal Officer since June 2023. Stephanie L. Sciullo (e) 41 Sr. Vice President and President, Americas since June 2023. a. Prior to his present position, Mr.
Howells served as Interim President, MSA International since February 2024; Vice President, International Sales and Customer Marketing since August 2021; Vice President Business Leader EMEA since January 2020; Interim Vice President and General Manager, MEAIRR since September 2019; and prior thereto served as Vice President, Global Distribution Channels since October 2017. (c) Prior to his present position, Mr.
Howells served as Interim President, MSA International since February 2024; Vice President, International Sales and Customer Marketing since August 2021; Vice President and Business Leader EMEA since January 2020; Interim Vice President and General Manager, MEAIRR since September 2019; and prior thereto served as Vice President, Global Distribution Channels since October 2017. d. Prior to his present position, Mr.
Vice President and Chief Legal Officer, Corporate Social Responsibility & Public Affairs since June 2022; Vice President and Chief Legal Officer since January 2020; and prior thereto served as Deputy General Counsel since 2016. 23 Table of Contents PART II
Vice President and Chief Legal Officer, Corporate Social Responsibility & Public Affairs since June 2022; Vice President and Chief Legal Officer since January 2020; and prior thereto served as Deputy General Counsel since 2016. 22 Table of Contents PART II
(d) Prior to his present position, Mr. Roda served as Deputy General Counsel, Secretary and Chief Compliance Officer since January 2020; and prior thereto served as Associate General Counsel, Corporate Secretary and Chief Compliance Officer since December 2016. (e) Prior to her present position, Ms. Sciullo served as Sr.
Roda served as Deputy General Counsel, Secretary and Chief Compliance Officer since January 2020; and prior thereto served as Associate General Counsel, Corporate Secretary and Chief Compliance Officer since December 2016. e. Prior to her present position, Ms. Sciullo served as Sr.
Blanco served as President and Chief Operating Officer since June 2023; Sr. Vice President and President, MSA Americas segment since June 2022 and Vice President and President, MSA Americas segment since August 2017. (b) Prior to his present position, Mr.
Blanco served as President and Chief Operating Officer since June 2023; Sr. Vice President and President, MSA Americas segment since June 2022; and Vice President and President, MSA Americas segment since August 2017. b. Prior to her present position, Ms. Beck served as Sr. Vice President and Chief Financial Officer of Terex Corp.
Item 4. Mine Safety Disclosures Not applicable. 22 Table of Contents Information about our Executive Officers The following sets forth the names and ages of our executive officers as of February 14, 2025: Name Age Title Steven C. Blanco (a) 58 President and Chief Executive Officer since May 2024. David J. Howells (b) 68 Sr.
Item 4. Mine Safety Disclosures Not applicable. 21 Table of Contents Information about our Executive Officers The following sets forth the names and ages of our executive officers as of February 12, 2026: Name Age Title Steven C. Blanco (a) 59 President and Chief Executive Officer since May 2024. Julie A. Beck (b) 63 Sr.
Removed
McChesney served as Vice President, Corporate Finance and Chief Financial Officer, Global Tools and Storage for Stanley Black & Decker, Inc. (a manufacturer of industrial tools and household hardware) since January 2021; Chief Financial Officer, Global Tools and Storage and Corporate FP&A since November 2019; and prior thereto served as President, Hand Tools, Accessories and Storage since 2016.
Added
(a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, mobile elevating work platforms and equipment for the electric utility industry) from January 2022 until February 2025, and as Sr. Vice President of Terex Corp. from November 2021 through December 2021; and prior thereto served as Sr.
Added
Vice President and Chief Financial Officer of NOVA Chemicals since February 2016. c. Prior to his present position, Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−0 removed3 unchanged
Biggest changeValue at December 31, 2019 2020 2021 2022 2023 2024 MSA Safety Incorporated $ 100.00 $ 119.78 $ 122.35 $ 118.48 $ 140.39 $ 139.38 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 S&P Midcap 400 100.00 113.66 141.80 123.28 143.54 163.54 S&P Midcap 400 Industrials 100.00 116.49 149.62 132.42 174.04 197.51 Prepared by Zacks Investment Research, Inc.
Biggest changeValue at December 31, 2020 2021 2022 2023 2024 2025 MSA Safety Incorporated $ 100.00 $ 102.15 $ 98.91 $ 117.21 $ 116.36 $ 113.87 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 S&P Midcap 400 100.00 124.76 108.47 126.29 143.89 154.68 S&P Midcap 400 Industrials 100.00 128.45 113.68 149.41 169.56 191.48 Prepared by Zacks Investment Research, Inc.
The above shares purchased during the quarter, excluding those related to the share repurchase program, related to stock-based compensation transactions. 24 Table of Contents Comparison of Five-Year Cumulative Total Return The following paragraph compares the most recent five-year performance of MSA stock with (1) the Standard & Poor’s 500 Composite Index, (2) S&P Midcap 400 Index and (3) S&P Midcap 400 Industrials.
The above shares purchased during the quarter, excluding those related to the share repurchase program, related to stock-based compensation transactions. 23 Table of Contents Comparison of Five-Year Cumulative Total Return The following paragraph compares the most recent five-year performance of MSA stock with (1) the Standard & Poor’s 500 Composite Index, (2) S&P Midcap 400 Index and (3) S&P Midcap 400 Industrials.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN ASSUMES INITIAL INVESTMENT OF $100 Among MSA Safety Incorporated, the S&P 500 Index, S&P Midcap 400, and S&P Midcap 400 Industrials Assumes $100 invested on December 31, 2019, in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN ASSUMES INITIAL INVESTMENT OF $100 Among MSA Safety Incorporated, the S&P 500 Index, S&P Midcap 400, and S&P Midcap 400 Industrials Assumes $100 invested on December 31, 2020, in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
The share repurchase program has no expiration date. The maximum number of shares that may be purchased is calculated based on the dollars remaining under the program and the respective month-end closing share price. We have purchased a total of 166,292 shares, or $29.9 million, since this program's inception. We do not have any other share repurchase programs.
The share repurchase program has no expiration date. The maximum number of shares that may be purchased is calculated based on the dollars remaining under the program and the respective month-end closing share price. We have purchased a total of 667,712 shares, or $109.9 million, since this program's inception. We do not have any other share repurchase programs.
Used with permission. All rights reserved. Copyright 1980-2025. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.
Used with permission. All rights reserved. Copyright 1980-2026. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol “MSA.” On February 7, 2025, there were 138 registered holders of our shares of common stock.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol “MSA.” On February 6, 2026, there were 128 registered holders of our shares of common stock.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1 — October 31, 2024 7,000 $ 167.06 7,000 1,077,458 November 1 — November 30, 2024 34,100 172.17 34,100 994,955 December 1 — December 31, 2024 16,319 176.04 16,275 1,025,927 The share repurchase program authorizes up to $200.0 million in repurchases of MSA common stock in the open market and in private transactions.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs October 1 — October 31, 2025 12,754 $ 156.81 12,754 815,599 November 1 — November 30, 2025 224,585 158.06 224,585 573,933 December 1 — December 31, 2025 15,941 163.09 15,313 562,481 The share repurchase program authorizes up to $200.0 million in repurchases of MSA common stock in the open market and in private transactions.
Added
We have selected in a prior year the S&P Midcap 400 Index as the broad equity market index that includes companies that are of comparable market capitalization to MSA Safety to replace the S&P 500 Index, and as such, the S&P 500 Index shown in the graph above and table below will not be presented in future years.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

67 edited+28 added−24 removed31 unchanged
Biggest changeSelling, general, and administrative expenses Year Ended December 31, 2024, versus December 31, 2023 (Percent Change) Consolidated GAAP reported change (0.5)% Currency translation effects 0.5% Organic change —% Note: Organic SG&A change is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below. 28 Table of Contents Research and development expense.
Biggest changeOrganic SG&A decreased $8.6 million, or 2.2%, driven primarily by the absence of the net cost for a product related legal matter from the prior year, lower variable compensation, discretionary expense management and lower professional service costs partially offset by inflation and higher sales commission expense on double-digit detection growth. 27 Table of Contents Selling, general, and administrative expenses Year Ended December 31, 2025, versus December 31, 2024 (Percent Change) Consolidated GAAP reported change 5.0% Currency translation effects (0.7)% Less: Acquisitions and related strategic transaction costs (6.5)% Organic change (2.2)% Note: Organic SG&A change is a non-GAAP financial measure.
Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections of this annual report entitled “Forward-Looking Statements” and “Risk Factors.” This section generally discusses the results of our operations for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections of this annual report entitled “Forward-Looking Statements” and “Risk Factors.” This section generally discusses the results of our operations for the year ended December 31, 2025, compared to the year ended December 31, 2024.
We have purchase commitments for materials, supplies, services and property, plant and equipment as part of our ordinary conduct of business. Please refer to Note 20—Contingencies to the consolidated financial statements in Part II Item 8 of this Form 10-K for further discussion on the Company's product liabilities.
We have purchase commitments for materials, supplies, services and property, plant and equipment as part of our ordinary conduct of business. Please refer to Note 21—Contingencies to the consolidated financial statements in Part II Item 8 of this Form 10-K for further discussion on the Company's product liabilities.
These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for, or superior to, our reported results prepared in accordance with GAAP. 31 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our main source of liquidity is operating cash flows, supplemented by borrowings.
These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for, or superior to, our reported results prepared in accordance with GAAP. 30 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our main source of liquidity is operating cash flows, supplemented by borrowings.
The discount rate assumptions used in determining projected benefit obligations for our U.S. and foreign plans were based on the spot rate method at December 31, 2024. Expected returns on plan assets are based on capital market expectations by asset class.
The discount rate assumptions used in determining projected benefit obligations for our U.S. and foreign plans were based on the spot rate method at December 31, 2025. Expected returns on plan assets are based on capital market expectations by asset class.
These financial measures and ratios include organic (referred to in our historical filings as constant currency) revenue growth, organic SG&A change, adjusted operating income (loss), adjusted operating margin %, adjusted EBITDA and adjusted EBITDA margin %. Organic sales and SG&A change are non-GAAP financial measures provided by the Company to give a better understanding of the Company's underlying business performance.
These financial measures and ratios include organic (referred to in our historical filings as constant currency) sales change, organic SG&A change, adjusted operating income, adjusted operating margin %, adjusted EBITDA and adjusted EBITDA margin %. Organic sales and SG&A change are non-GAAP financial measures provided by the Company to give a better understanding of the Company's underlying business performance.
Adjusted operating margin % is calculated as adjusted operating income (loss) divided by net sales and adjusted EBITDA margin % is calculated as adjusted EBITDA divided by net sales.
Adjusted operating margin % is calculated as adjusted operating income divided by net sales and adjusted EBITDA margin % is calculated as adjusted EBITDA divided by net sales.
We tailor our product and solution offerings and distribution strategy to satisfy distinct customer preferences that vary across geographic regions. To best serve these customer preferences, we have organized our business into four geographical operating segments that are aggregated into three reportable segments: Americas, International and Corporate.
We tailor our product and solution offerings and distribution strategy to satisfy distinct customer preferences that vary across geographic regions. To best serve these customer preferences, we have organized our business into four geographical operating segments that are aggregated into two reportable segments: Americas and International.
At October 1, 2024, based on our quantitative test, the fair values of each of our reporting units exceeded their respective carrying value by at least 70%. The intangible asset with an indefinite life is also subject to impairment testing on October 1 st of each year, or more frequently if indicators of impairment exist.
At October 1, 2025, based on our quantitative test, the fair values of each of our reporting units exceeded their respective carrying value by at least 46%. The intangible asset with an indefinite life is also subject to impairment testing on October 1 st of each year, or more frequently if indicators of impairment exist.
For a discussion on the year ended December 31, 2023, compared to the year ended December 31, 2022, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 16, 2024.
For a discussion on the year ended December 31, 2024, compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 14, 2025.
MSA Safety Incorporated ("MSA") is organized into four geographical operating segments that are aggregated into three reportable segments: Americas, International and Corporate. The Americas segment is comprised of our operations in North America and Latin America geographies. The International segment is comprised of our operations of all geographies outside of the Americas.
MSA Safety Incorporated ("MSA") is organized into four geographical operating segments that are aggregated into two reportable segments: Americas and International. The Americas segment is comprised of our operations in North America and Latin America geographies. The International segment is comprised of our operations of all geographies outside of the Americas.
These costs are included in Selling, general and administrative expense in the Consolidated Statements of Operations. 30 Table of Contents Total other expense, net.
These costs are included in Selling, general and administrative expense in the Consolidated Statements of Operations. 29 Table of Contents Total other expense, net.
These letters of credit serve to cover customer requirements in connection with certain sales orders and insurance companies. The Company is also required to provide cash collateral in connection with certain arrangements. At December 31, 2024, the Company has $0.5 million of restricted cash in support of these arrangements.
These letters of credit serve to cover customer requirements in connection with certain sales orders and insurance companies. The Company is also required to provide cash collateral in connection with certain arrangements. At December 31, 2025, the Company has $0.9 million of restricted cash in support of these arrangements.
We expect to make net contributions between $6 million and $8 million to our pension plans in 2025, which are primarily associated with our International segment. We have not been required to make contributions to our U.S. based qualified defined benefit pension plan in many years.
We expect to make net contributions between $8 million and $10 million to our pension plans in 2026, which are primarily associated with our International segment. We have not been required to make contributions to our U.S. based qualified defined benefit pension plan in many years.
We remain committed to evaluating acquisition opportunities that will allow us to continue to grow in key end markets and geographies. Financing activities. Financing activities used cash of $208.7 million for the year ended December 31, 2024, compared to using cash of $52.3 million in 2023.
We remain committed to evaluating acquisition opportunities that will allow us to continue to grow in key end markets and geographies. Financing activities. Financing activities used cash of $105.5 million for the year ended December 31, 2025, compared to using cash of $208.7 million in 2024.
Total spend on both software development and research and development activities was $79.5 million and $80.1 million during the years ended December 31, 2024, and 2023. Restructuring charges.
Total spend on both software development and research and development activities was $80.2 million and $79.5 million during the years ended December 31, 2025, and 2024. Restructuring charges.
Quantitative testing involves comparing the estimated fair value of each reporting unit to its carrying value. We estimate reporting unit fair value using a weighted average of fair values determined by discounted cash flow ("DCF") and market approach methodologies, as we believe both are important indicators of fair value.
In 2025, we performed a quantitative test at October 1, 2025. Quantitative testing involves comparing the estimated fair value of each reporting unit to its carrying value. We estimate reporting unit fair value using a weighted average of fair values determined by discounted cash flow ("DCF") and market approach methodologies, as we believe both are important indicators of fair value.
In 2024, 69% and 31% of our net sales were made by our Americas and International segments, respectively. Americas . Our largest manufacturing and research and development facilities are located in the United States. We serve our markets across the Americas with manufacturing facilities in the U.S., Mexico and Brazil.
In 2025, 67% and 33% of our net sales were made by our Americas and International segments, respectively. Americas . Our largest manufacturing and research and development facilities are located in the United States. We serve our markets across the Americas with manufacturing facilities in the U.S., Mexico and Brazil.
Net Sales Year Ended December 31, 2024, versus December 31, 2023 (Percent Change) Americas International Consolidated GAAP reported sales change 0.9% 1.7% 1.1% Currency translation effects 0.7% (0.2)% 0.4% Organic sales change 1.6% 1.5% 1.5% Note: Organic sales change is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below.
Net Sales Year Ended December 31, 2025, versus December 31, 2024 (Percent Change) Americas International Consolidated GAAP reported sales change 1.2% 9.2% 3.7% Currency translation effects 0.3% (2.8)% (0.7)% Less: Acquisitions (1.0)% (5.0)% (2.3)% Organic sales change 0.5% 1.4% 0.7% Note: Organic sales change is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below.
ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.
ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.
The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues above €750.0 million (referred to as Pillar 2), with effective dates beginning in January 2024.
The Organization for Economic Co-operation and Development (OECD) framework for a global minimum corporate tax rate of 15% for companies with global revenues above €750.0 million (referred to as Pillar 2), with effective dates beginning in January 2024, has been enacted by a number of foreign jurisdictions.
Currency exchange losses were $3.6 million during the year ended December 31, 2024, compared to $17.1 million during the year ended December 31, 2023. In 2024, we recognized non-cash net cumulative translation gains of $1.2 million associated with certain foreign subsidiaries.
Currency exchange losses were $15.8 million during the year ended December 31, 2025, compared to $3.6 million during the year ended December 31, 2024. In 2025 and 2024, we recognized non-cash net cumulative translation gains of $0.8 million and $1.2 million, respectively, associated with certain foreign subsidiaries.
We capitalized $13.0 million and $12.1 million of software development costs during the years ended December 31, 2024, and 2023, respectively. Amortization expense for capitalized software development cost of $11.3 million and $10.4 million during the years ended December 31, 2024, and 2023, was recorded in costs of products sold on the Consolidated Statements of Income.
Amortization expense for capitalized software development cost of $12.0 million and $11.3 million during the years ended December 31, 2025, and 2024, was recorded in costs of products sold on the Consolidated Statements of Income.
Net sales for the International segment were $561.5 million for the year ended December 31, 2024, an increase of $9.4 million, or 1.7%, compared to $552.1 million for the year ended December 31, 2023. Organic sales in the International segment increased 1.5% compared to the prior year period.
Net sales for the International segment were $613.0 million for the year ended December 31, 2025, an increase of $51.5 million, or 9.2%, compared to $561.5 million for the year ended December 31, 2024. Organic sales in the International segment increased 1.4% compared to the prior year period.
Net income was $285.0 million for the year ended December 31, 2024, or $7.21 per diluted share, compared to $58.6 million, or $1.48 per diluted share, for the year ended December 31, 2023. Non-GAAP Financial Information This report includes certain non-GAAP financial measures and operating ratios derived from non-GAAP financial measures.
Net income was $278.9 million for the year ended December 31, 2025, or $7.09 per diluted share, compared to $285.0 million, or $7.21 per diluted share, for the year ended December 31, 2024. Non-GAAP Financial Measures This report includes certain non-GAAP financial measures and operating ratios derived from non-GAAP financial measures.
Net sales for the year ended December 31, 2024, were $1.81 billion, an increase of $20.4 million from $1.79 billion for the year ended December 31, 2023. Please refer to the Net Sales table below for a reconciliation of the year over year sales change.
Net sales for the year ended December 31, 2025, were $1.87 billion, an increase of $66.7 million from $1.81 billion for the year ended December 31, 2024. Please refer to the Net Sales table below for a reconciliation of the year over year sales change.
We expect total interest expense for 2025 to be in the range of $24 million to $27 million. This decrease is primarily related to significant long-term debt payments made during 2024. We expect non-cash pension income to increase by $4 million to $5 million compared to 2024. Income taxes.
We expect total interest expense for 2026 to be in the range of $28 million to $31 million. This decrease for 2026 is primarily related to significant long-term debt payments made during 2025. We expect non-cash pension and other post-retirement benefits income to increase by $4 million to $5 million compared to 2025. Income taxes.
Selling, general and administrative expenses. Selling, general and administrative ("SG&A") expenses were $394.7 million for the year ended December 31, 2024, a decrease of $1.9 million, or 0.5%, compared to $396.6 million for the year ended December 31, 2023. Selling, general and administrative expenses were 21.8% of net sales in 2024 compared to 22.2% of net sales in 2023.
Selling, general and administrative ("SG&A") expenses were $414.3 million for the year ended December 31, 2025, an increase of $19.6 million, or 5.0%, compared to $394.7 million for the year ended December 31, 2024. Selling, general and administrative expenses were 22.1% of net sales in 2025 compared to 21.8% of net sales in 2024.
Our principal liquidity requirements are for working capital, capital expenditures, principal and interest payments on debt, dividend payments and share repurchases. At December 31, 2024, approximately 60% of our long-term debt is at fixed interest rates with repayment schedules through 2036. The remainder of our long-term debt is at variable rates on a term loan due in 2026.
Our principal liquidity requirements are for working capital, capital expenditures, principal and interest payments on debt, dividend payments and share repurchases. At December 31, 2025, approximately 51% of our long-term debt is at fixed interest rates with repayment schedules through 2036. The remainder of our long-term debt is at variable rates on an unsecured revolving credit facility due in 2030.
The Corporate segment primarily consists of general and administrative expenses incurred in our corporate headquarters, costs associated with corporate development initiatives, legal expense, interest expense, foreign exchange gains or losses and other centrally-managed costs. Corporate general and administrative costs comprise the majority of the expense in the Corporate segment.
Corporate expenses not allocated to the reportable segments consist of general and administrative expenses incurred in our corporate headquarters, costs associated with corporate development initiatives, legal expense, interest expense, foreign exchange gains or losses and other centrally-managed costs. General and administrative costs and overhead comprise the majority of the corporate related expenses.
While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our consolidated financial statements. Net income .
We are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our consolidated financial statements. Net income .
This compared to restructuring charges of $9.9 million during the year ended December 31, 2023, primarily related to manufacturing footprint optimization activities and other initiatives to adjust our cost structure and improve productivity. We remain focused on executing programs to optimize our cost structure. Currency exchange .
This compared to restructuring charges of $6.4 million during the year ended December 31, 2024, primarily related to our ongoing initiatives to optimize our manufacturing footprint and improve productivity as well as management restructuring. We remain focused on executing programs to optimize our cost structure. Currency exchange .
Our commitment to MBS has enabled us to drive customer satisfaction and profitable growth while generating significant improvements in operating results. 27 Table of Contents Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 Net Sales 2024 2023 Dollar Increase Percent Increase (In millions) Consolidated $1,808.1 $1,787.7 $20.4 1.1% Americas 1,246.6 1,235.6 11.0 0.9% International 561.5 552.1 9.4 1.7% Net Sales.
Our commitment to MBS has enabled us to drive customer satisfaction and profitable growth while generating significant improvements in operating results. 26 Table of Contents Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Net Sales 2025 2024 Dollar Increase Percent Increase (In millions) Consolidated $1,874.8 $1,808.1 $66.7 3.7% Americas 1,261.8 1,246.6 15.2 1.2% International 613.0 561.5 51.5 9.2% Net Sales.
We used cash of $37.3 million during 2024 to repurchase shares, including $29.9 million related to our share repurchase program, and the remainder related to our employee stock compensation transactions compared to $4.0 million during 2023, all of which related to employee stock compensation transactions.
We used cash of $90.0 million during 2025 to repurchase shares, including $80.0 million related to our share repurchase program compared to using $37.3 million during 2024, including $29.9 million related to our share repurchase program. The remainder in both periods related to our employee stock compensation transactions.
We meet the overall revenue threshold and fall within the scope of Pillar 2 and as such, have complied with the requirements of the legislation for the year ended December 31, 2024. The application of Pillar 2 resulted in additional tax expense of $1.1 million. We are subject to regular review and audit by both foreign and domestic tax authorities.
We meet the overall revenue threshold and fall within the scope of Pillar 2. As such, we have complied with the requirements of the legislation and the application of Pillar 2 resulted in additional tax expense of $2.2 million and $1.1 million, for the years ended December 31, 2025 and 2024, respectively.
With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU 2024-03 to have a material effect on our consolidated financial statements taken as a whole.
With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU 2024-03 to have a material effect on our consolidated financial statements taken as a whole. In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), Targeted Improvements to the Accounting for Internal-Use Software .
The tax liabilities ultimately paid are dependent on a number of factors, including the resolution of tax audits, and may differ from the amounts recorded. Tax liabilities are adjusted through income when it becomes probable that the actual liability differs from the amount recorded. Pensions and other post-retirement benefits. We sponsor certain pension and other post-retirement benefit plans.
Tax liabilities are adjusted through income when it becomes probable that the actual liability differs from the amount recorded. 32 Table of Contents Pensions and other post-retirement benefits. We sponsor certain pension and other post-retirement benefit plans.
At October 1, 2024, based on our quantitative test, the fair value of the trade name asset exceeded its carrying value by 57%. 34 Table of Contents RECENTLY ISSUED ACCOUNTING STANDARDS AND DISCLOSURE RULES In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures .
At October 1, 2025, based on our quantitative test, the fair value of the trade name asset exceeded its carrying value by 53%. 33 Table of Contents RECENTLY ISSUED ACCOUNTING STANDARDS AND DISCLOSURE RULES In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (“DISE”) .
Total other expense, net, for the year ended December 31, 2024, was $14.2 million, a decrease of $10.4 million compared to $24.6 million for the year ended December 31, 2023, due primarily to decreased interest expense on reduced debt balances as well as increased pension income driven by a higher expected rate of return, partially offset by pension settlement expense recognized in the current year.
Total other expense, net, for the year ended December 31, 2025, was $5.4 million, a decrease of $8.8 million compared to $14.2 million for the year ended December 31, 2024, driven primarily by decreased interest expense related to lower interest rates as well as increased pension income driven by a higher expected rate of return.
The following table summarizes the impact of changes in significant actuarial assumptions on our December 31, 2024, actuarial valuations: Impact of Changes in Actuarial Assumptions Change in Discount Rate Change in Expected Return Change in Market Value of Assets (In thousands) 1% (1)% 1% (1)% 5% (5)% (Decrease) increase in net benefit cost $ (1,029) $ 2,135 $ (5,981) $ 5,980 $ (486) $ 466 (Decrease) increase in projected benefit obligation (51,948) 63,107 — — — — Increase (decrease) in funded status 51,948 (63,107) — — 29,849 (29,849) Goodwill and Indefinite-lived Intangible Assets.
The following table summarizes the impact of changes in significant actuarial assumptions on our December 31, 2025, actuarial valuations: Impact of Changes in Actuarial Assumptions Change in Discount Rate Change in Expected Return Change in Market Value of Assets (In thousands) 1% (1)% 1% (1)% 5% (5)% (Decrease) increase in net benefit cost $ (735) $ 1,252 $ (5,961) $ 5,961 $ (481) $ 468 (Decrease) increase in projected benefit obligation (48,531) 58,322 — — — — Increase (decrease) in funded status 48,531 (58,322) — — 31,982 (31,982) Goodwill and Indefinite-lived Intangible Assets.
We believe MSA's healthy balance sheet and access to significant capital at the year ended December 31, 2024, positions us well to navigate through a dynamic operating environment and other unexpected events.
At December 31, 2025, approximately 81% of our borrowings are denominated in US dollars, which limits our exposure to currency exchange rate fluctuations. We believe MSA's healthy balance sheet and access to significant capital at the year ended December 31, 2025, positions us well to navigate through a dynamic operating environment and other unexpected events.
Additionally, these non-GAAP financial measures provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities as well as to allocate resources.
Additionally, these non-GAAP financial measures provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers.
During 2024, we had net payments on long-term debt of $94.3 million compared to net proceeds from long-term debt of $23.9 million during the same period in 2023 to fund the MSA LLC divestiture. We paid cash dividends of $78.8 million during 2024, compared to $73.5 million during 2023.
During 2025, we had net proceeds from long-term debt of $67.3 million, used primarily to fund the M&C acquisition, compared to net payments of $94.3 million during the same period in 2024. We paid cash dividends of $82.3 million during 2025, compared to $78.8 million during 2024.
Research and development expense was $66.5 million for the year ended December 31, 2024, a decrease of $1.5 million, or 2.2%, compared to $68.0 million for the year ended December 31, 2023. Research and development expense was 3.7% of net sales in 2024, compared to 3.8% of net sales in 2023.
See the "Non-GAAP Financial Measures" section below. Research and development expense. Research and development expense was $65.3 million for the year ended December 31, 2025, a decrease of $1.2 million, or 1.8%, compared to $66.5 million for the year ended December 31, 2024.
During the year ended December 31, 2024, the Company recorded restructuring charges of $6.4 million primarily related to our ongoing initiatives to optimize our manufacturing footprint and improve productivity as well as management restructuring.
During the year ended December 31, 2025, the Company recorded restructuring charges of $3.9 million primarily related to initiatives to right-size the organization in response to macroeconomic conditions and ongoing initiatives to optimize our manufacturing footprint and improve productivity.
CUMULATIVE TRANSLATION ADJUSTMENTS The position of the U.S. dollar relative to international currencies, primarily the euro, at December 31, 2024, resulted in a translation loss of $42.5 million being recorded to cumulative translation adjustments shareholders' equity account for the year ended December 31, 2024, compared to a translation gain of $21.7 million being recorded to the cumulative translation adjustments account during 2023. 32 Table of Contents COMMITMENTS AND CONTINGENCIES We are obligated to make future payments under various contracts, including debt and lease agreements.
CUMULATIVE TRANSLATION ADJUSTMENTS The position of the U.S. dollar relative to international currencies, primarily the euro and British pound, at December 31, 2025, resulted in a translation gain of $68.3 million being recorded to cumulative translation adjustments shareholders' equity account for the year ended December 31, 2025, compared to a translation loss of $42.5 million being recorded to the cumulative translation adjustments account during 2024.
Refer to Note 18—Derivative Financial Instruments of the consolidated financial statements in Part II Item 8 of this Form 10-K for information regarding our currency exchange rate risk management strategy. Product liability expense.
Refer to Note 19—Derivative Financial Instruments of the consolidated financial statements in Part II Item 8 of this Form 10-K for information regarding our currency exchange rate risk management strategy. GAAP operating income. Consolidated operating income for the year ended December 31, 2025, was $371.8 million compared to $389.2 million for the year ended December 31, 2024.
We maintain a balanced capital deployment strategy that focuses on investing for organic growth, returning cash to shareholders in the form of dividends and share buybacks, and pursuing inorganic growth opportunities. Operating activities. Operating activities provided cash of $296.4 million in 2024, compared to providing cash of $92.9 million in 2023.
We maintain a balanced capital deployment strategy that focuses on investing for organic growth and pursuing inorganic growth opportunities, returning cash to shareholders in the form of dividends and share buybacks. At December 31, 2025, the Company had cash and cash equivalents totaling $165.1 million.
Corporate segment adjusted operating loss for the year ended December 31, 2024, was $50.4 million, a decrease of $1.2 million, or 2%, compared to an adjusted operating loss of $51.6 million for the year ended December 31, 2023, driven by lower variable compensation partially offset by inflation and increased professional service fees associated with various strategic initiatives. 29 Table of Contents The following tables represent a summary of adjusted operating income (loss), adjusted operating margin %, adjusted EBITDA and adjusted EBITDA % by reportable segment.
Corporate expenses for the year ended December 31, 2025, were $43.4 million, a decrease of $7.0 million, or 14%, compared to $50.4 million for the year ended December 31, 2024, driven by lower professional service fees and variable compensation as well as other discretionary expense management partially offset by inflation. 28 Table of Contents The following tables represent a summary of adjusted operating income (loss), adjusted operating margin %, adjusted EBITDA and adjusted EBITDA %.
Our significant cash obligations as of December 31, 2024, are as follows: (In millions) Total 2025 2026 2027 2028 2029 Thereafter Long-term debt $ 509.6 $ 26.4 $ 195.1 $ 32.6 $ 32.6 $ 7.6 $ 215.3 Operating leases 67.7 13.3 11.2 8.5 6.5 5.1 23.1 Inventory costing method change tax 2.6 2.6 — — — — — Totals $ 579.9 $ 42.3 $ 206.3 $ 41.1 $ 39.1 $ 12.7 $ 238.4 The significant obligations table does not include obligations to taxing authorities due to uncertainty surrounding the ultimate settlement of amounts and timing of these obligations.
Our significant cash obligations as of December 31, 2025, are as follows: (In millions) Total 2026 2027 2028 2029 2030 Thereafter Long-term debt (principal) $ 584.5 $ 8.2 $ 33.2 $ 33.2 $ 8.2 $ 293.5 $ 208.2 Long-term debt (fixed rate interest) 55.6 9.5 9.2 7.6 6.0 5.7 17.6 Operating leases 69.3 15.2 11.9 9.3 7.0 4.5 21.4 Totals $ 709.4 $ 32.9 $ 54.3 $ 50.1 $ 21.2 $ 303.7 $ 247.2 The significant obligations table does not include obligations to taxing authorities due to uncertainty surrounding the ultimate settlement of amounts and timing of these obligations.
Organic sales and SG&A change are calculated by deducting the percentage impact from currency translation effects from the overall percentage change in net sales and SG&A. The Company believes that organic revenue growth and SG&A change are useful metrics for investors, as foreign currency translation can have a material impact on revenue and SG&A trends.
The Company believes that organic sales and SG&A change are useful metrics for investors, as foreign currency translation can have a material impact on revenue and SG&A trends. Organic sales and SG&A change highlight ongoing business performance excluding the impact of fluctuating foreign currencies, acquisitions and divestitures.
We expect total interest expense for 2025 to be in the range of $24 million to $27 million. The Company had outstanding bank guarantees and standby letters of credit with banks as of December 31, 2024 totaling $9.5 million, of which $1.5 million relate to the senior revolving credit facility.
We expect to meet our future debt service obligations through cash provided by operations. 31 Table of Contents The Company had outstanding bank guarantees and standby letters of credit with banks as of December 31, 2025 totaling $9.7 million, of which $1.5 million relate to the senior revolving credit facility.
A reconciliation of total adjusted EBITDA and total adjusted operating income from reportable segments to net income is presented in the following table: Year ended December 31, (In thousands) 2024 2023 Adjusted EBITDA $ 469,431 $ 449,243 Less: Depreciation and amortization 55,159 51,527 Adjusted operating income $ 414,272 $ 397,716 Less: Currency exchange losses, net 3,638 17,079 Amortization of acquisition-related intangible assets 9,174 9,246 Restructuring charges (Note 4) 6,397 9,892 Net cost for product-related legal matter 5,000 — Transaction costs (a) 886 965 Loss on divestiture of MSA LLC (Note 20) — 129,211 Product liability expense (Note 20) — 3 GAAP operating income $ 389,177 $ 231,320 Less: Interest expense 36,889 46,733 Other income, net (Note 16) (22,718) (22,101) Income before income taxes 375,006 206,688 Provision for income taxes (Note 11) 90,039 148,105 Net income $ 284,967 $ 58,583 (a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during our evaluation of acquisitions and divestitures.
A reconciliation of total adjusted EBITDA and total adjusted operating income from reportable segments to net income is presented in the following table: Year ended December 31, (In thousands) 2025 2024 Adjusted EBITDA from reportable segments $ 516,323 $ 518,936 Less: Depreciation and amortization 58,313 54,279 Adjusted operating income from reportable segments $ 458,010 $ 464,657 Less: Corporate expenses 43,412 50,385 Currency exchange losses, net 15,801 3,638 Acquisition-related amortization 12,615 9,174 Restructuring charges (Note 4) 3,897 6,397 Net cost for product-related legal matter — 5,000 Transaction costs (a) 10,467 886 GAAP operating income $ 371,818 $ 389,177 Less: Interest expense 31,799 36,889 Other income, net (Note 17) (26,379) (22,718) Income before income taxes 366,398 375,006 Provision for income taxes (Note 11) 87,474 90,039 Net income $ 278,924 $ 284,967 (a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during our evaluation of or in connection with acquisitions and divestitures.
Net sales for the Americas segment were $1.25 billion for the year ended December 31, 2024, an increase of $11.0 million, or 0.9%, compared to $1.24 billion for the year ended December 31, 2023. Organic sales in the Americas segment increased 1.6% compared to the prior year. This growth was driven by strength across detection, fire service and industrial PPE.
Net sales for the Americas segment were $1.26 billion for the year ended December 31, 2025, an increase of $15.2 million, or 1.2%, compared to $1.25 billion for the year ended December 31, 2024. Organic sales in the Americas segment increased 0.5% compared to the prior year.
Following completion of the transaction, R&Q and Obra assumed management of the divested subsidiary, including the management of its claims. Refer to Note 20—Contingencies of the consolidated financial statements in Part II Item 8 of this Form 10-K for further information. 26 Table of Contents BUSINESS OVERVIEW MSA is the global leader in advanced safety products, technology and solutions.
M&C’s product portfolio includes systems and solutions for gas sampling, gas conditioning, as well as advanced process control. Refer to Note 15—Acquisitions to the consolidated financial statements in Part II Item 8 of this Form 10-K for further information. 25 Table of Contents BUSINESS OVERVIEW MSA is the global leader in advanced safety products, technology and solutions.
Adjusted operating margin % is defined as adjusted operating income (loss) divided by net sales to external customers and adjusted EBITDA margin % is defined as adjusted EBITDA divided by net sales to external customers. These metrics are consistent with how management evaluates segment results and makes strategic decisions about the business.
Adjusted operating margin % is defined as adjusted operating income (loss) divided by net sales to external customers and adjusted EBITDA margin % is defined as adjusted EBITDA divided by net sales to external customers.
(In thousands) Americas International Corporate Consolidated Year ended December 31, 2024 Net sales $ 1,246,641 $ 561,499 $ — $ 1,808,140 GAAP operating income 389,177 Adjusted operating income (loss) 380,086 84,571 (50,385) 414,272 Adjusted operating margin % 30.5 % 15.1 % Adjusted EBITDA 419,183 99,753 (49,505) 469,431 Adjusted EBITDA % 33.6 % 17.8 % Year ended December 31, 2023 Net sales $ 1,235,594 $ 552,053 $ — $ 1,787,647 GAAP operating income 231,320 Adjusted operating income (loss) 359,617 89,699 (51,600) 397,716 Adjusted operating margin % 29.1 % 16.2 % Adjusted EBITDA 396,596 103,404 (50,757) 449,243 Adjusted EBITDA % 32.1 % 18.7 % Note: Adjusted operating income (loss), adjusted operating margin %, adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures and operating ratios derived from non-GAAP financial measures.
(In thousands) Americas International Total Reportable Segments Corporate Consolidated Year ended December 31, 2025 Net sales $ 1,261,841 $ 612,973 $ 1,874,814 $ 1,874,814 GAAP operating income 371,818 Adjusted operating income (loss) 364,758 93,252 458,010 (43,412) 414,598 Adjusted operating margin % 28.9 % 15.2 % 24.4 % Adjusted EBITDA 404,646 111,677 516,323 (43,412) 472,911 Adjusted EBITDA % 32.1 % 18.2 % 27.5 % Year ended December 31, 2024 Net sales $ 1,246,641 $ 561,499 $ 1,808,140 $ 1,808,140 GAAP operating income 389,177 Adjusted operating income (loss) 380,086 84,571 464,657 (50,385) 414,272 Adjusted operating margin % 30.5 % 15.1 % 25.7 % Adjusted EBITDA 419,183 99,753 518,936 (49,505) 469,431 Adjusted EBITDA % 33.6 % 17.8 % 28.7 % Note: Adjusted operating income (loss), adjusted operating margin %, adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures and operating ratios derived from non-GAAP financial measures.
We expect to generate low-single digit organic sales growth in 2025 and expect the year to follow normal seasonal patterns. Refer to Note 9—Segment Information to the consolidated financial statements in Part II Item 8 of this Form 10-K, for information regarding sales by product category. Gross profit.
Refer to Note 9—Segment Information to the consolidated financial statements in Part II Item 8 of this Form 10-K, for information regarding sales by product category. Gross profit. Gross profit for the year ended December 31, 2025, was $871.1 million, an increase of $10.7 million, or 1.2%, compared to $860.4 million for the year ended December 31, 2024.
We record tax benefits related to uncertain tax positions taken or expected to be taken on a tax return when such benefits meet a more likely than not threshold. We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.
We record an estimated income tax liability based on our best judgment of the amounts likely to be paid in the various tax jurisdictions in which we operate. We record tax benefits related to uncertain tax positions taken or expected to be taken on a tax return when such benefits meet a more likely than not threshold.
All goodwill is assigned to and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment. The evaluation of impairment involves using either a qualitative or quantitative approach as outlined in Accounting Standards Codification ("ASC") Topic 350. In 2024, we performed a quantitative test at October 1, 2024.
All goodwill is assigned to and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment.
We record valuation allowances to reduce deferred tax assets to the amounts that we estimate are probable to be realized. When assessing the need for valuation allowances, we consider projected future taxable income and prudent and feasible tax planning strategies.
When assessing the need for valuation allowances, we consider projected future taxable income and prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in our judgments about the realizability of deferred tax assets in future years, we adjust the related valuation allowances in the period that the change in circumstances occurs.
Americas adjusted operating income for the year ended December 31, 2024, was $380.1 million, an increase of $20.5 million, or 6%, compared to $359.6 million for the year ended December 31, 2023. The increase in adjusted operating income is primarily attributable to higher sales and effective price/cost management as well as controlled SG&A expense.
Americas adjusted operating income for the year ended December 31, 2025, was $364.8 million, a decrease of $15.3 million, or 4%, compared to $380.1 million for the year ended December 31, 2024. The decrease in adjusted operating income is attributable to lower gross profit and higher SG&A expenses.
The more critical judgments and estimates used in the preparation of our consolidated financial statements are discussed below. Income taxes. We recognize deferred tax assets and liabilities using enacted tax rates to record the tax effect of temporary differences between the book and tax basis of recorded assets and liabilities.
We recognize deferred tax assets and liabilities using enacted tax rates to record the tax effect of temporary differences between the book and tax basis of recorded assets and liabilities. We record valuation allowances to reduce deferred tax assets to the amounts that we estimate are probable to be realized.
International adjusted operating income for the year ended December 31, 2024, was $84.6 million, a decrease of $5.1 million, or 6%, compared to adjusted operating income of $89.7 million for the year ended December 31, 2023. The decrease in adjusted operating income is primarily attributable to inflationary pressures, partially offset by pricing and discretionary cost management.
International adjusted operating income for the year ended December 31, 2025, was $93.3 million, an increase of $8.7 million, or 10%, compared to adjusted operating income of $84.6 million for the year ended December 31, 2024.
During the years ended December 31, 2024, and 2023, corporate general and administrative costs were $56.3 million and $52.7 million, respectively. The increase is related to higher costs for centrally managed functions, including legal and other professional services associated with various strategic initiatives, partially offset by lower variable compensation expense.
During the years ended December 31, 2025, and 2024, corporate expenses were $43.4 million and $50.4 million, respectively. The decrease is related to lower professional service fees and variable compensation as well as other discretionary expense management partially offset by inflation.
Organic revenue growth and SG&A change highlight ongoing business performance excluding the impact of fluctuating foreign currencies, which is outside of the Company's control. Adjusted operating income (loss), adjusted operating margin %, adjusted EBITDA and adjusted EBITDA margin % are non-GAAP financial measures and operating ratios derived from non-GAAP measures.
Adjusted operating income, adjusted operating margin %, adjusted EBITDA and adjusted EBITDA margin % are non-GAAP financial measures and operating ratios derived from non-GAAP measures.
This compared to cash decreasing $16.0 million during the same period in 2023. At December 31, 2024, we had no borrowings outstanding under our $900.0 million senior revolving credit facility.
Cash and cash equivalents increased $0.5 million during the year ended December 31, 2025, compared to increasing $18.1 million during the same period in 2024. At December 31, 2025, $1.0 billion of the existing $1.3 billion revolving credit facility was unused, including letters of credit issued under the facility. Operating activities.
Removed
On January 5, 2023, the Company divested Mine Safety Appliances Company, LLC ("MSA LLC") a wholly owned subsidiary that held legacy product liability claims relating to coal dust, asbestos, silica, and other exposures, to a joint venture between R&Q Insurance Holdings Ltd. and Obra Capital, Inc.
Added
On May 6, 2025, we acquired M&C TechGroup and its affiliated companies ("M&C") in a transaction valued at approximately $189 million, net of cash acquired. Headquartered in Ratingen, Germany, M&C provides a comprehensive range of gas analysis systems that detect, measure and monitor gases in critical environments.
Removed
In connection with the closing, MSA contributed $341.2 million in cash and cash equivalents, while R&Q and Obra contributed an additional $35.0 million. As a result of the transaction, MSA derecognized all legacy cumulative trauma product liability reserves, related insurance assets, and associated deferred tax assets of the divested subsidiary from its balance sheet in the first quarter of 2023.
Added
This increase was driven by double digit growth in detection and a minor increase in industrial PPE partially offset by a decrease in fire service partly due to a shift in Assistance to Firefighters Grant (AFG) funding as well as the 2025 U.S. federal government shutdown. M&C added $13.0 million of sales to the Americas segment during the period.
Removed
This growth was driven by strength across fire service partially offset by a decline in industrial PPE. The operating environment continues to be dynamic with an uncertain macroeconomic and geopolitical climate. We remain cautiously optimistic in our outlook, which balances the opportunities and risks we see ahead of us given the resilient nature of our business.
Added
This increase was driven by growth in detection primarily in China and Europe and to a lesser extent industrial PPE partially offset by a modest decline in fire service due to budgetary shifts within key European markets. M&C added $27.9 million of sales to the International segment during the period.
Removed
Gross profit for the year ended December 31, 2024, was $860.4 million, an increase of $8.3 million, or 1.0%, compared to $852.1 million for the year ended December 31, 2023. The ratio of gross profit to net sales was 47.6% in 2024 compared to 47.7% in 2023. Price realization and productivity efforts mostly offset inflationary pressures.
Added
The operating environment continues to be dynamic with an uncertain macroeconomic and geopolitical climate. We expect to generate full-year mid-single digit organic sales growth in 2026. We anticipate ongoing momentum in detection and fall protection as key growth drivers, as well as SCBA, which should benefit, in part, from the timing delays in 2025 that shifted some business to 2026.
Removed
Organic SG&A was consistent from 2023 to 2024. Lower variable compensation and discretionary cost management offset inflation, net cost for product-related legal matter and higher professional service expenses. Please refer to the Selling, general and administrative expenses table for a reconciliation of the year over year expense change.
Added
Furthermore, pricing actions in 2025 and 2026, along with moderate volume growth, should also support our outlook. Overall backlog remains healthy, and we have a solid commercial pipeline. Our overall book-to-bill was slightly below one and above the year-ago period.
Removed
Product liability expense during the years ended December 31, 2024, and 2023, was minimal due to our divestiture of MSA LLC in January 2023, as discussed further in Note 20—Contingencies of the consolidated financial statements in Part II Item 8 of this Form 10-K. Loss on divestiture of MSA LLC .
Added
The ratio of gross profit to net sales was 46.5% in 2025 compared to 47.6% in 2024. The decrease in gross profit margin is primarily related to inflation, transactional foreign currency challenges, tariffs and additional amortization related to the M&C acquisition partially offset by price realization, product mix and improved productivity. Selling, general and administrative expenses.
Removed
The $129.2 million pre-tax loss on divestiture of MSA LLC for the year ended December 31, 2023, relates to the derecognition of all legacy cumulative trauma product liability reserves and related insurance assets of the divested subsidiary during the first quarter of 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−0 removed3 unchanged
Biggest changeAt December 31, 2024, we had $206.3 million of variable rate borrowings on a term loan under our revolving credit facility. A 50 basis point increase or decrease in interest rates could have a $1.0 million impact on future pre-tax earnings under our current capital structure. 35 Table of Contents
Biggest changeAt December 31, 2025, we had $285.3 million of variable rate borrowings under our revolving credit facility. A 50 basis point increase or decrease in interest rates could have a $1.9 million impact on future pre-tax earnings under our current capital structure. 34 Table of Contents
When appropriate, we may attempt to limit our transactional exposure to changes in currency exchange rates through forward contracts or other actions intended to reduce existing exposures by creating offsetting currency exposures. At December 31, 2024, we had open foreign currency forward contracts with a U.S. dollar notional value of $184.0 million.
When appropriate, we may attempt to limit our transactional exposure to changes in currency exchange rates through forward contracts or other actions intended to reduce existing exposures by creating offsetting currency exposures. At December 31, 2025, we had open foreign currency forward contracts with a U.S. dollar notional value of $113.4 million.
A hypothetical 10% increase in December 31, 2024, forward exchange rates would result in a $18.4 million increase in the fair value of these contracts. Interest rates. We are exposed to changes in interest rates primarily as a result of borrowing and investing activities used to maintain liquidity and fund business operations.
A hypothetical 10% increase in December 31, 2025, forward exchange rates would result in a $11.3 million increase in the fair value of these contracts. Interest rates. We are exposed to changes in interest rates primarily as a result of borrowing and investing activities used to maintain liquidity and fund business operations.
The incremental increase in the fair value of fixed rate long-term debt resulting from a hypothetical 10% decrease in interest rates would be approximately $6.7 million.
The incremental increase in the fair value of fixed rate long-term debt resulting from a hypothetical 10% decrease in interest rates would be approximately $4.2 million.
A hypothetical 10% strengthening or weakening of the U.S. dollar would increase or decrease our reported sales and net income for the year ended December 31, 2024, by approximately $71.6 million and $10.6 million, or 4.0% and 3.7%, respectively.
A hypothetical 10% strengthening or weakening of the U.S. dollar would increase or decrease our reported sales and net income for the year ended December 31, 2025, by approximately $80.0 million and $9.6 million, or 4.3% and 3.4%, respectively.
Because of the variable rate nature of our revolving credit facility, these financial instruments are reported at carrying values which approximate fair values. At December 31, 2024, we had $303.5 million of fixed rate debt which matures at various dates through 2036.
Because of the variable rate nature of our revolving credit facility, these financial instruments are reported at carrying values which approximate fair values. At December 31, 2025, we had $299.3 million of fixed rate debt which matures at various dates through 2036.

Other MSA 10-K year-over-year comparisons