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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 23, 2026

KADANT INC.
(Exact name of registrant as specified in its charter)

Commission file number 001-11406
Delaware52-1762325
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One Technology Park Drive
Westford, Massachusetts 01886
(Address of principal executive offices, including zip code)
(978) 776-2000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueKAINew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐



KADANT INC.

Item 2.02. Results of Operations and Financial Condition.

The reconciliation schedule prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which reconciles the non-GAAP financial measures to the most directly comparable GAAP financial measures and is included in Exhibit 99 to this Current Report on Form 8-K, is incorporated herein by reference into this Item 2.02.

Item 7.01. Regulation FD Disclosure.

On February 19, 2026, Kadant Inc. (the “Company,” “we,” or “our”) announced during its fourth quarter and full-year fiscal 2025 earnings webcast that it will prospectively use a new methodology for calculating adjusted operating income, adjusted net income, and adjusted earnings per share (“adjusted EPS”) (collectively, the “non-GAAP financial measures”) to exclude the full impact of amortization expense related to acquired intangible assets. Previously, the Company excluded only amortization expense related to acquired backlog, which is amortized relatively quickly in the post-acquisition period.

The Company has elected to exclude amortization expense related to acquired intangible assets from these non-GAAP financial measures to provide a more meaningful and consistent comparison of its operating results over time and with peer companies. While the Company has a history of acquisition activity, such transactions do not occur on a predictable cycle, and the size and nature of these transactions will vary. A full description of the Company's non-GAAP financial measures is detailed under the heading “Use of Non-GAAP Financial Measures” in Exhibit 99 in this Current Report on Form 8-K.

The Company's guidance for its fiscal year and first quarter 2026 for adjusted net income and adjusted EPS, calculated in accordance with the new methodology, is set forth below. This guidance reflects only the guidance issued on February 19, 2026, which is subject to change.
Twelve Months Ended
January 2, 2027
Three Months Ended
March 28, 2026
Low
High
LowHigh
EPS Attributable to Kadant, as Reported
$10.27$10.62$1.69$1.79
Adjustments, Net of Tax0.130.130.090.09
Adjusted EPS*, as Previously Reported
$10.40$10.75$1.78$1.88
Amortization of Acquired Intangible Assets, Net of Tax2.132.130.530.53
Adjusted EPS*, as Currently Reported
$12.53$12.88$2.31$2.41
Notes:
* Represents a non-GAAP financial measure.
All references to EPS are to EPS as calculated on a diluted basis.

In addition, the Company has prepared a financial schedule of adjusted operating income, adjusted net income, and adjusted EPS reconciled to the most directly comparable GAAP financial measure, for fiscal years 2025 and 2024 and each of the four quarters therein, and for fiscal years 2023, 2022, and 2021, as furnished in this Current Report on Form 8-K as Exhibit 99.

The information in Items 2.02 and 7.01 of this Form 8-K (including Exhibit 99) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.



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KADANT INC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
The following exhibits relating to Items 2.02 and 7.01 shall be deemed to be furnished and not filed.
Exhibit
No.Description of Exhibits
99
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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KADANT INC.
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KADANT INC.
Date: February 23, 2026
By:
/s/ Michael J. McKenney
Michael J. McKenney
Executive Vice President and Chief Financial Officer

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Exhibit 99
kadantlogo_jpg.jpg
 
Reconciliation of Non-GAAP Adjusted Operating Income,
Adjusted Net Income and Adjusted EPS to GAAP Financial Measures
(In thousands, except per share amounts)


Reconciliation of Operating Income (GAAP) to Adjusted Operating Income (Non-GAAP)
March 29, 2025June 28, 2025September 27, 2025January 3, 2026
 Three Months EndedThree Months EndedSix Months EndedThree Months EndedNine Months EndedThree Months EndedTwelve Months Ended
Operating Income, as Reported$35,586 $39,377 $74,963 $42,616 $117,579 $39,709 $157,288 
Adjustments 698 1,134 1,832 3,170 5,002 3,654 8,656 
Adjusted Operating Income*, as Previously Reported$36,284 $40,511 $76,795 $45,786 $122,581 $43,363 $165,944 
Amortization of Acquired Intangible Assets6,320 6,333 12,653 6,521 19,174 8,266 27,440 
Adjusted Operating Income*, as Currently Reported$42,604 $46,844 $89,448 $52,307 $141,755 $51,629 $193,384 

Reconciliation of Net Income and EPS (GAAP) to Adjusted Net Income and Adjusted EPS (Non-GAAP)
Three Months Ended
March 29, 2025June 28, 2025September 27, 2025January 3, 2026
Net Income and EPS Attributable to Kadant, as Reported$24,063 $2.04$26,159 $2.22$27,722 $2.35$24,025 $2.04
Adjustments, Net of Tax611 0.061,073 0.092,847 0.242,765 0.24
Adjusted Net Income* and Adjusted EPS*, as Previously Reported$24,674 $2.10$27,232 $2.31$30,569 $2.59$26,790 $2.27
Amortization of Acquired Intangible Assets, Net of Tax4,753 0.404,767 0.404,900 0.426,225 0.53
Adjusted Net Income* and Adjusted EPS*, as Currently Reported$29,427 $2.50$31,999 $2.71$35,469 $3.01$33,015 $2.80
Weighted Average Diluted Shares11,776 11,793  11,802 11,805 

Six Months EndedNine Months EndedTwelve Months Ended
June 28, 2025September 27, 2025January 3, 2026
Net Income and EPS Attributable to Kadant, as Reported$50,222 $4.26$77,944 $6.61$101,969 $8.65
Adjustments, Net of Tax1,684 0.144,531 0.397,296 0.61
Adjusted Net Income* and Adjusted EPS*, as Previously Reported$51,906 $4.40$82,475 $7.00$109,265 $9.26
Amortization of Acquired Intangible Assets, Net of Tax9,520 0.8114,420 1.2220,645 1.75
Adjusted Net Income* and Adjusted EPS*, as Currently Reported$61,426 $5.21$96,895 $8.22$129,910 $11.01
Weighted Average Diluted Shares11,784 11,790 11,794 
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Reconciliation of Operating Income (GAAP) to Adjusted Operating Income (Non-GAAP)
March 30, 2024June 29, 2024September 28, 2024December 28, 2024
 Three Months EndedThree Months EndedSix Months EndedThree Months EndedNine Months EndedThree Months EndedTwelve Months Ended
Operating Income, as Reported$36,927 $48,401 $85,328 $48,987 $134,315 $36,937 $171,252 
Adjustments 4,344 2,098 6,442 2,186 8,628 3,501 12,129 
Adjusted Operating Income*, as Previously Reported$41,271 $50,499 $91,770 $51,173 $142,943 $40,438 $183,381 
Amortization of Acquired Intangible Assets6,072 6,289 12,361 6,711 19,072 6,716 25,788 
Adjusted Operating Income*, as Currently Reported$47,343 $56,788 $104,131 $57,884 $162,015 $47,154 $209,169 

Reconciliation of Net Income and EPS (GAAP) to Adjusted Net Income and Adjusted EPS (Non-GAAP)
Three Months Ended
March 30, 2024June 29, 2024September 28, 2024December 28, 2024
Net Income and EPS Attributable to Kadant, as Reported$24,689 $2.10$31,291 $2.66$31,586 $2.68$24,032 $2.04
Adjustments, Net of Tax3,299 0.281,727 0.151,830 0.152,516 0.22
Adjusted Net Income* and Adjusted EPS*, as Previously Reported$27,988 $2.38$33,018 $2.81$33,416 $2.84$26,548 $2.25
Amortization of Acquired Intangible Assets, Net of Tax4,566 0.394,729 0.405,047 0.435,049 0.43
Adjusted Net Income* and Adjusted EPS*, as Currently Reported$32,554 $2.77$37,747 $3.21$38,463 $3.27$31,597 $2.68
Weighted Average Diluted Shares11,744 11,766 11,780 11,794 

Six Months EndedNine Months EndedTwelve Months Ended
June 29, 2024September 28, 2024December 28, 2024
Net Income and EPS Attributable to Kadant, as Reported$55,980 $4.76$87,566 $7.44$111,598 $9.48
Adjustments, Net of Tax5,026 0.436,856 0.589,372 0.80
Adjusted Net Income* and Adjusted EPS*, as Previously Reported$61,006 $5.19$94,422 $8.03$120,970 $10.28
Amortization of Acquired Intangible Assets, Net of Tax9,295 0.7914,342 1.2219,391 1.65
Adjusted Net Income* and Adjusted EPS*, as Currently Reported$70,301 $5.98$108,764 $9.25$140,361 $11.92
Weighted Average Diluted Shares11,755 11,763 11,771 


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Reconciliation of Operating Income (GAAP) to Adjusted Operating Income (Non-GAAP)
Twelve Months Ended
 December 30,
2023		December 31,
2022		January 1,
2022
Operating Income, as Reported$165,757 $171,282 $116,710 
Adjustments 2,267 (16,387)9,730 
Adjusted Operating Income*, as Previously Reported$168,024 $154,895 $126,440 
Amortization of Acquired Intangible Assets18,448 19,804 19,543 
Adjusted Operating Income*, as Currently Reported$186,472 $174,699 $145,983 

Reconciliation of Net Income and EPS (GAAP) to Adjusted Net Income and Adjusted EPS (Non-GAAP)
Twelve Months Ended
December 30, 2023December 31, 2022January 1, 2022
Net Income and EPS Attributable to Kadant, as Reported$116,069 $9.90$120,928 $10.35$84,043 $7.21
Adjustments, Net of Tax1,683 0.14(12,975)(1.12)7,226 0.61
Adjusted Net Income* and Adjusted EPS*, as Previously Reported$117,752 $10.04$107,953 $9.24$91,269 $7.83
Amortization of Acquired Intangible Assets, Net of Tax13,809 1.1814,824 1.2714,682 1.26
Adjusted Net Income* and Adjusted EPS*, as Currently Reported$131,561 $11.22$122,777 $10.50$105,951 $9.09
Weighted Average Diluted Shares11,729 11,688 11,655 
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures, including adjusted operating income, adjusted net income, and adjusted EPS. These non-GAAP financial measures exclude amortization expense related to acquired intangible assets, profit in inventory and backlog (collectively, “purchase accounting expenses”); acquisition costs; restructuring and impairment costs; and other income or expense, as indicated. We exclude acquisition-related purchase accounting expenses to provide a more meaningful and consistent comparison of our operating results over time and with peer companies. While we have a history of acquisition activity, such transactions do not occur on a predictable cycle, and the size and nature of these transactions will vary. We believe it is important for investors to understand that these intangible assets were recorded as part of purchase accounting and that they contribute to revenue generation. We also exclude other items as they are not indicative of our core operating results and are not comparable to other periods, which have differing levels of incremental costs, expenditures or income, or none at all.
We believe these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our core business, operating results, or future outlook. We believe that the inclusion of such measures helps investors gain an understanding of our underlying operating performance and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts and to the performance of our competitors. Such measures are also used by us in our financial and operating decision-making and for compensation purposes. We also believe this information is responsive to investors' requests and gives them additional measures of our performance.


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The non-GAAP financial measures included in this Current Report on Form 8-K are not meant to be considered superior to or a substitute for the results of operations prepared in accordance with GAAP. In addition, the non-GAAP financial measures included in this Current Report on Form 8-K have limitations associated with their use as compared to the most directly comparable GAAP measures, in that they may be different from, and therefore not comparable to, similar measures used by other companies.

Notes:
* Represents a non-GAAP financial measure.
All references to EPS (earnings per share) are to EPS as calculated on a diluted basis.
Certain per share data in the tables above may not foot or recalculate due to rounding.


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