epac-20260228

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-11288

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ENERPAC TOOL GROUP CORP.

(Exact name of registrant as specified in its charter)

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Wisconsin						39-0168610
(State of incorporation)						(I.R.S. Employer Id. No.)

648 N. PLANKINTON AVE., 4TH FLOOR

MILWAUKEE, WISCONSIN 53203

Mailing address: P. O. Box 3241, Milwaukee, Wisconsin 53201

(Address of principal executive offices)

(262) 293-1500

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Ticker Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.20 par value per share	EPAC	NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No ☒

The number of shares outstanding of the registrant’s Class A Common Stock as of March 23, 2026 was 51,543,169.

Table of Contents

TABLE OF CONTENTS


			Page No.

Forward-Looking Statements and Cautionary Factors			1

Part I—Financial Information

Item 1—Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Statements of Earnings			3

Condensed Consolidated Statements of Comprehensive Income			4

Condensed Consolidated Balance Sheets			5

Condensed Consolidated Statements of Cash Flows			6

Condensed Consolidated Statements of Shareholders' Equity			7

Notes to the Condensed Consolidated Financial Statements			9

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations			19

Item 3—Quantitative and Qualitative Disclosures about Market Risk			23

Item 4—Controls and Procedures			24

Part II—Other Information

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds			25

Item 5 —Other Information			25

Item 6—Exhibits			26

FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS

This quarterly report on Form 10-Q contains certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. The terms “may,” “should,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “objective,” “plan,” “project” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements include statements regarding expected financial results and other planned events, including, but not limited to, anticipated liquidity, anticipated restructuring costs and related savings, anticipated future charges and anticipated capital expenditures. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We disclaim any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

The following is a list of factors, among others, that could cause actual results to differ materially from the forward-looking statements:

•supply chain issues, including shortages of adequate component supply or that increase our costs or cause delays in our ability to fulfill orders;

•failure to estimate customer demand properly may result in or could have an adverse impact on our business and operating results and our relationship with customers;

•the deterioration of, or instability in, the domestic and international economy and challenging end-market conditions, including as a result of geopolitical activity, including but not limited to, the armed conflicts in the Middle East and potential impacts to shipping in that area, as well as the invasion of Ukraine by Russia and international sanctions imposed in response thereto;

•decreased demand from customers in the oil & gas industry, including as a result of significant volatility in oil prices resulting from disruptions in the oil markets, geopolitical activity impacting shipping and imposition of climate-related laws and regulations that disadvantage the oil & gas industry;

•uncertainty over global tariffs or the financial impact of tariffs;

•our ability to maintain operational improvements from our continuous improvement program and from prior restructuring actions;

•logistics challenges, such as global freight capacity shortages, significant increases in freight costs or other delays in our ability to fulfill orders, including as a result of attacks on commercial ships in the Middle East and adverse weather conditions;

•failure to collect on accounts receivable, including in certain foreign jurisdictions where sales are concentrated to a limited number of distributors or agents;

•risks related to our reliance on independent agents and distributors for the distribution and service of products;

•a significant failure in our information technology (IT) infrastructure, such as unauthorized access to financial and other sensitive data or cybersecurity threats;

•a material disruption at a significant manufacturing facility;

•competition in the markets we serve;

•currency exchange rate fluctuations, export and import restrictions, transportation disruptions or shortages, and other risks inherent in our international operations;

•regulatory and legal developments, including litigation, such as product liability and warranty claims, and contractual exposure to liabilities;

•unfavorable tax law changes may adversely affect results;

•failure to develop new products and the extent of market acceptance of new products and price increases;

•our ability to execute on our growth strategy;

•our ability to successfully identify, consummate and integrate acquisitions and realize anticipated benefits/results from acquired companies as part of our portfolio management process;

•the effects of divestitures and/or discontinued operations, including retained liabilities from, or indemnification obligations with respect to, disposed businesses;

•if the operating performance of our businesses were to fall significantly below normalized levels, the potential for a non-cash impairment charge of goodwill and/or other intangible assets, as they represent a substantial amount of our total assets;

•a global economic recession;

•the impact of elevated interest rates and material, labor, or overhead cost increases;

•our ability to comply with the covenants in our debt agreements and fluctuations in interest rates;

•our ability to attract, develop, and retain qualified employees;

•inadequate intellectual property protection or infringement of the intellectual property of others;

•our ability to access capital markets; and

•other matters, including those of a political, economic, business, competitive and regulatory nature contained from time to time in our U.S. Securities and Exchange Commission ("SEC") filings, including, but not limited to, those factors listed in the "Risk Factors" section within Item 1A of Part I of our Form 10-K for the fiscal year ended August 31, 2025 filed with the SEC on October 17, 2025 (the “fiscal 2025 Annual Report on Form 10-K”) and in the "Risk Factors" section within Item 1A of this Quarterly Report on Form 10-Q.

When used herein, the terms “we,” “us,” “our” and the “Company” refer to Enerpac Tool Group Corp. and its subsidiaries. Reference to fiscal years, such as "fiscal 2026," are to the fiscal year ending on August 31 of the specified year. Enerpac Tool Group Corp. provides free-of-charge access to its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments thereto, through its website, www.enerpactoolgroup.com, as soon as reasonably practicable after such reports are electronically filed with the SEC.

PART I—FINANCIAL INFORMATION

Item 1—Condensed Consolidated Financial Statements (Unaudited)

ENERPAC TOOL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended February 28,				Six Months Ended February 28,
	2026		2025		2026		2025
Net sales	$	154,807	$	145,528	$	299,015	$	290,724
Cost of products sold	82,992		72,097		154,018		142,641
Gross profit	71,815		73,431		144,997		148,083

Selling, general and administrative expenses	42,042		41,423		85,137		83,741
Amortization of intangible assets	1,470		1,188		3,067		2,390
Restructuring charges	3,283		—		3,283		—

Operating profit	25,020		30,820		53,510		61,952
Financing costs, net	2,111		2,371		4,376		5,140
Other expense, net	794		750		1,463		1,237
Earnings before income tax expense	22,115		27,699		47,671		55,575
Income tax expense	5,807		6,798		12,232		12,951


Net earnings	$	16,308	$	20,901	$	35,439	$	42,624









Earnings per share
Basic	$	0.31	$	0.38	$	0.68	$	0.78
Diluted	$	0.31	$	0.38	$	0.67	$	0.78

Weighted average common shares outstanding
Basic	51,880		54,397		52,430		54,319
Diluted	52,300		54,808		52,824		54,810

The accompanying notes are an integral part of these condensed consolidated financial statements.

ENERPAC TOOL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended February 28,				Six Months Ended February 28,
	2026		2025		2026		2025
Net earnings	$	16,308	$	20,901	$	35,439	$	42,624
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	7,570		(5,056)		2,908		(15,102)
Pension and other postretirement benefit plans	264		283		543		581
Cash flow hedges	(11)		(54)		(245)		18
Total other comprehensive income (loss), net of tax	7,823		(4,827)		3,206		(14,503)
Comprehensive income	$	24,131	$	16,074	$	38,645	$	28,121

The accompanying notes are an integral part of these condensed consolidated financial statements.

ENERPAC TOOL GROUP CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	(Unaudited)
	February 28, 2026		August 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	98,719	$	151,558
Accounts receivable, net	110,106		106,085
Inventories, net	92,559		78,774
Other current assets	47,713		39,701
Total current assets	349,097		376,118
Property, plant and equipment, net	52,985		53,275
Goodwill	290,617		289,787
Other intangible assets, net	44,239		46,942
Other long-term assets	58,557		61,745
Total assets	$	795,495	$	827,867
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	10,000	$	7,500
Trade accounts payable	42,330		42,944
Accrued compensation and benefits	18,417		28,108

Income taxes payable	5,898		5,425
Other current liabilities	59,775		53,125
Total current liabilities	136,420		137,102
Long-term debt, net	177,251		182,168
Deferred income taxes	7,438		6,192
Pension and postretirement benefit liabilities	6,605		7,147
Other long-term liabilities	60,246		61,564
Total liabilities	387,960		394,173

Shareholders’ equity
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 51,540,096 and 52,946,336 shares, respectively	10,308		10,589
Additional paid-in capital	244,208		243,137
Retained earnings	253,947		284,102
Accumulated other comprehensive loss	(100,928)		(104,134)
Stock held in trust	(6,654)		(3,542)
Deferred compensation liability	6,654		3,542
Total shareholders' equity	407,535		433,694
Total liabilities and shareholders’ equity	$	795,495	$	827,867

The accompanying notes are an integral part of these condensed consolidated financial statements.

ENERPAC TOOL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended February 28,
	2026		2025
Operating Activities
Net earnings	$	35,439	$	42,624


Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization	8,784		6,985
Stock-based compensation expense	5,916		6,186
Provision for deferred income taxes	3,085		3,089
Amortization of debt issuance costs	293		293
Provision for bad debts	295		—
Other non-cash expenses	145		(15)
Changes in components of working capital and other, excluding acquisitions and divestitures:
Accounts receivable	(3,571)		(6,830)
Inventories	(12,611)		(9,426)
Trade accounts payable	(994)		(1,658)
Prepaid expenses and other assets	(4,354)		(5,224)
Income tax accounts	(273)		(5,297)
Accrued compensation and benefits	(8,711)		(6,170)
Other accrued liabilities	5,584		(8,449)


Cash provided by operating activities	29,027		16,108

Investing Activities
Capital expenditures	(5,734)		(11,517)
Cash paid for business acquisitions, net of cash acquired	—		(27,196)
Deferred acquisition payments	(949)		—




Cash used in investing activities	(6,683)		(38,713)

Financing Activities
Borrowings on revolving credit facility	14,000		14,421
Principal repayments on revolving credit facility	(14,000)		(14,421)
Principal repayments on term loan	(2,500)		(2,500)




Purchase of treasury shares	(65,924)		(14,555)
Stock options, taxes paid related to the net share settlement of equity awards and other	(4,796)		(5,847)
Payment of cash dividend	(2,119)		(2,167)


Cash used in financing activities	(75,339)		(25,069)

Effect of exchange rate changes on cash	156		89
Net decrease in cash and cash equivalents	(52,839)		(47,585)
Cash and cash equivalents - beginning of period	151,558		167,094
Cash and cash equivalents - end of period	$	98,719	$	119,509

The accompanying notes are an integral part of these condensed consolidated financial statements.

ENERPAC TOOL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stock Held In Trust		Deferred Compensation Liability		Total Shareholders’ Equity
	Issued Shares	Amount
Balance at August 31, 2025	52,946	$	10,589	$	243,137	$	284,102	$	(104,134)	$	(3,542)	$	3,542	$	433,694
Net earnings	—	—		—		19,131		—		—		—		19,131
Other comprehensive loss, net of tax	—	—		—		—		(4,617)		—		—		(4,617)
Stock contribution to employee benefit plans and other	4	1		132		—		—		—		—		133
Vesting of equity awards	185	37		(37)		—		—		—		—		—
Cash dividend ($0.04 per share)	—	—		—		(1)		—		—		—		(1)
Stock based compensation expense	—	—		2,975		—		—		—		—		2,975
Stock option exercises	16	3		405		—		—		—		—		408
Tax effect related to net share settlement of equity awards	—	—		(5,770)		—		—		—		—		(5,770)

Treasury stock repurchased and retired	(377)	(75)		—		(14,824)		—		—		—		(14,899)
Balance at November 30, 2025	52,774	10,555		240,842		288,408		(108,751)		(3,542)		3,542		431,054
Net earnings	—	—		—		16,308		—		—		—		16,308
Other comprehensive income, net of tax	—	—		—		—		7,823		—		—		7,823
Stock contribution to employee benefit plans and other	2	1		124		—		—		—		—		125
Vesting of equity awards	17	3		(3)		—		—		—		—		—
Stock based compensation expense	—	—		2,941		—		—		—		—		2,941
Stock option exercises	15	3		349		—		—		—		—		352
Tax effect related to net share settlement of equity awards	—	—		(43)		—		—		—		—		(43)
Stock issued to, acquired for and distributed from rabbi trust	10	2		(2)		—		—		(3,112)		3,112		—
Treasury stock repurchased and retired	(1,278)	(256)		—		(50,769)		—		—		—		(51,025)
Balance at February 28, 2026	51,540	$	10,308	$	244,208	$	253,947	$	(100,928)	$	(6,654)	$	6,654	$	407,535

ENERPAC TOOL GROUP CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

(in thousands)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Stock Held In Trust		Deferred Compensation Liability		Total Shareholders’ Equity
	Issued Shares	Amount
Balance at August 31, 2024	54,235	$	10,847	$	235,660	$	261,870	$	(116,398)	$	(3,777)	$	3,777	$	391,979
Net earnings	—	—		—		21,723		—		—		—		21,723
Other comprehensive loss, net of tax	—	—		—		—		(9,676)		—		—		(9,676)
Stock contribution to employee benefit plans and other	2	—		91		—		—		—		—		91
Vesting of equity awards	186	37		(37)		—		—		—		—		—
Cash dividend ($0.04 per share)	—	—		—		3		—		—		—		3
Stock based compensation expense	—	—		3,345		—		—		—		—		3,345
Stock option exercises	87	18		1,310		—		—

SEC Form 10-Q filed by Enerpac Tool Group Corp.