The pro forma financial information included as Exhibit 99.3 to this Current Report on Form 8-K/A has been presented for illustrative purposes only as required by Form 8-K, and is not intended to, and does not purport to, represent what the Company’s actual results or financial condition would have been if the acquisition had occurred on the relevant date, and is not intended to project the future results or the financial condition that the Company may achieve following the acquisition.
Item 2.01
¶1
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Effective August 3, 2026, Brady Corporation (the “Company”) completed its previously announced acquisition of Honeywell International Inc.’s Productivity Solutions and Services business pursuant to the terms of the Equity Purchase Agreement dated as of April 20, 2026, as previously disclosed in the Company’s Current Report on Form 8-K (the “Original Form 8-K”) filed on August 6, 2026.
Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired .
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
¶2
Introduction On April 20, 2026, Brady Corporation (the “Company” or “Brady”) and its wholly owned subsidiary, Brady Worldwide, Inc. (the “Purchaser”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Honeywell International Inc. (the “Seller”). Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Purchaser agreed to acquire the Seller’s Productivity Solutions and Services business (the “Business” or “PSS”), a global manufacturer and provider of integrated mobile computing, scanning, printing, and software solutions, for a base purchase price of $1.4 billion in cash, subject to customary post-closing adjustments (the “Transaction”).
¶3
On August 3, 2026, the Purchaser and the Seller completed the previously announced Transaction (the “Closing”) pursuant to the terms of the Purchase Agreement. The consideration paid at Closing was funded with cash on hand and the debt financing described below. The following unaudited pro forma condensed combined financial information and related notes have been prepared in accordance with Article 11 of Regulation S-X. Brady and PSS have different fiscal year-ends. Brady’s fiscal year ends on July 31, whereas PSS’s fiscal year ends on December 31. The unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined income statement have been prepared utilizing period ends that differ by one fiscal quarter or less, as permitted by Rule 11-02 of Regulation S-X.
The unaudited pro forma condensed combined balance sheet as of July 31, 2026 gives effect to the Transaction and the Debt Financing as if those transactions had been completed on July 31, 2026 and combines the audited consolidated balance sheet of Brady as of July 31, 2026 with PSS’s unaudited combined balance sheet as of June 27, 2026.
The unaudited pro forma condensed combined statements of income for the year ended July 31, 2026, give effect to the Transaction and the Debt Financing as if those transactions had occurred on August 1, 2025, the first day of Brady’s fiscal year and combines the historical results of Brady and PSS. The unaudited pro forma condensed combined statement of income for the fiscal year ended July 31, 2026, combines the audited consolidated statement of income of Brady for the fiscal year ended July 31, 2026 and PSS’s unaudited condensed combined statement of operations for the twelve months ended June 27, 2026.
• The separate unaudited condensed combined financial statements of PSS as of and for the six months ended June 27, 2026 and June 28, 2025 and the related notes.
Description of the Debt Financing In connection with the Transaction, the Company initially obtained commitments for up to $1.8 billion of bridge financing (the “Bridge Financing”). Prior to Closing, the Company replaced the Bridge Financing with permanent financing, and no borrowings were made under the Bridge Financing.
¶4
At Closing, the Company borrowed $500.0 million under the term loan facility (the “Term Loan Facility”) and approximately $304.7 million under the new revolving credit facility (the “New Revolving Credit Facility”), each provided under the Company’s $1.0 billion Credit Agreement. The Company also issued $800.0 million aggregate principal amount of Senior Notes, consisting of $250.0 million of 5.43% Senior Notes, Series A, due August 3, 2031, $300.0 million of 5.65% Senior Notes, Series B, due August 3, 2033, and $250.0 million of 5.90% Senior Notes, Series C, due August 3, 2036 (collectively, the “Senior Notes”). The Term Loan Facility, New Revolving Credit Facility and Senior Notes are collectively referred to as the “Debt Financing.”
The proceeds from the Debt Financing, together with cash on hand, were used to fund the Transaction and related fees and expenses.
Accounting for the Transaction The Transaction is being accounted for as a business combination using the acquisition method of accounting, with the Purchaser identified as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” Under this method of accounting, the aggregate purchase price will be allocated to PSS’s assets acquired and liabilities assumed based upon their estimated fair values at the date of Closing. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the net assets acquired will be recorded as goodwill. The valuation of PSS’s assets acquired and liabilities assumed, as well as the evaluation of accounting policies for conformity with Brady’s accounting policies, is preliminary. Accordingly, the purchase price allocation and related transaction accounting adjustments reflected in the unaudited pro forma condensed combined financial information are based on preliminary estimates and are subject to revision as the valuation and purchase accounting are finalized. Any differences between these preliminary estimates and the final acquisition-date fair values may be material. Refer to Note 1, “Basis of Presentation,” for additional information.
