CAPITAL STOCK AND EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2025

NOTE 14. CAPITAL STOCK AND EARNINGS PER SHARE

Common Stock

Under our amended and restated certificate of incorporation, as of July 1, 2016, our authorized capital stock consists of 2.0 billion common shares with a par value of $0.01 per share and 15 million preferred shares with a par value of $0.01 per share.

Each share of our common stock entitles the holder to one vote on all matters to be voted upon by common stockholders. Our Board is authorized to issue shares of preferred stock in one or more series and has discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock. The Board’s authority to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock, could potentially discourage attempts by third parties to obtain control of the Company through certain types of takeover practices. We currently pay a quarterly dividend of $0.06 per share on our common stock.

Share Repurchase Program

On February 17, 2022, our Board approved a share repurchase program authorizing us to repurchase up to 20 million shares of our outstanding common stock (the “General Share Repurchase Program”). Under this program, shares may be repurchased from time to time on the open market or in privately negotiated transactions, including under accelerated share repurchase programs or under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plans”). On May 27, 2025, in connection with the Separation, our Board adopted a separate and incremental special purpose share repurchase program (the “Special Purpose Share Repurchase Program”) under which we may purchase up to $550 million in our common stock exclusively from the proceeds we received as a dividend from Ralliant in connection with the Separation (the “Ralliant Dividend”), together with any other cash received from Ralliant in connection with the Separation (collectively, the “Ralliant Cash Proceeds”). Repurchases of shares of our common stock using the Ralliant Cash Proceeds will only be made through the Special Purpose Share Repurchase Program.

On May 27, 2025 and November 5, 2025, our Board increased the number of shares authorized under the General Share Repurchase Program by an additional 15.6 million and 12.1 million shares, respectively. As of December 31, 2025, there were 15.5 million shares remaining authorized under the General Share Repurchase Program and $67.5 million remaining authorized under the Special Share Repurchase Program, respectively. There is no expiration date for the repurchase programs, and the timing and amount of repurchases under the programs are determined by our management based on market conditions, tax regulations and other factors. The repurchase programs may be suspended or discontinued at any time by the Board. Refer to Part II - Item 5 for additional information.

During the years ended December 31, 2025, 2024, and 2023, respectively, we purchased 30 million, 12 million, and 4 million shares of our common stock at an average share price of $52.79 and $73.93, and $68.20. Our common stock repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. Any excise tax incurred is recorded as part of the cost basis of the shares acquired within Common stock repurchases in the Consolidated Statement of Equity. The payment of the excise tax is recorded within Repurchase of common shares in the Consolidated Statement of Cash Flows.

Net Earnings Per Share

Basic net earnings per share (“EPS”) is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS from continuing operations is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans under the treasury stock method, except where the inclusion of such shares would have an anti-dilutive impact.

For the years ended December 31, 2025, 2024, and 2023, the anti-dilutive options to purchase shares excluded from the diluted EPS calculation were 1.0 million shares, 1.2 million shares, and 0.5 million shares, respectively.

Information related to the calculation of net earnings per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):


	Year Ended December 31,
	2025		2024		2023
Numerator
Net earnings from continuing operations	$	532.7	$	482.5	$	408.4





Denominator
Weighted average common shares outstanding used in basic earnings per share	332.0		349.2		352.5
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive Stock Awards	2.6		3.6		3.1

Weighted average common shares outstanding used in diluted earnings per share	334.6		352.8		355.6

Net earnings from continuing operations per common share - Basic	$	1.60	$	1.38	$	1.16
Net earnings from continuing operations per common share - Diluted	$	1.59	$	1.37	$	1.15