Ralliant - Q4 2025

Transcript

Operator (participant)

Hello, my name is Donna, and I will be your conference facilitator this morning. At this time, I would like to welcome everyone to Ralliant Corporation's fourth quarter and full year 2025 earnings results conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during that time, simply press star, then the number one on your telephone keypad. If you would like to withdraw your question, press star, then two. I would now like to turn the call over to Mr. Nathan McKern, Vice President of Investor Relations. Mr. McKern, you may begin your conference.

Nathan McKern (VP of Investor Relations)

Thank you, Donna. Good morning, everyone, and thank you for joining Ralliant's fourth quarter and full year 2025 earnings call. I'm Nathan McKern, Vice President of Investor Relations. Today, we'll walk through our results, highlight key operational progress, and provide our outlook for the first quarter and full year 2026. I'm joined today by Tami Newcombe, our President and Chief Executive Officer, and Neill Reynolds, our Chief Financial Officer. Our earnings release issued yesterday, and today's presentation can be accessed on the Investors section of our website at ralliant.com. Please note that we'll be discussing certain non-GAAP financial measures on today's call. The reconciliation of these items to U.S. GAAP can be found in the appendix to our presentation. During today's call, and unless otherwise stated, we're comparing our fourth quarter of 2025 results to the same period in 2024.

During the call, we will make forward-looking statements, including statements regarding events or developments that we expect or anticipate will or may occur in the future. These forward-looking statements are subject to a number of risks and uncertainties, and actual results might differ materially from any forward-looking statements we make today. Information regarding these risks and uncertainties is available in our information statement filed with the SEC on May 28, 2025, our quarterly report on Form 10-Q, filed with the SEC on November 6, 2025, and our annual report on Form 10-K for the year ended December 31, 2025, to be filed later with the SEC. With that, I'd like to turn the call over to Tami.

Tami Newcombe (President and CEO)

Thank you, Nathan. Good morning, everyone. Thank you for joining us for Ralliant's fourth quarter and full year 2025 earnings call. Before we get into the numbers, I want to take a moment to recognize our teams for the incredible work they have done to establish Ralliant as a standalone public company and position us well for the future. That progress sets the stage for today's discussion. I'll start with a high-level overview of our financial performance, share how we're building on our momentum, and discuss where we're investing for growth. I'll then turn it over to Neill to walk through the details of our results and outlook before I come back to close and, of course, open it up for questions. Let's turn to the key takeaways from the quarter on slide five. 2025 was a pivotal year.

We sharpened our long-term strategy, ramped innovation across the portfolio, and strengthened our culture to inspire growth and execution. In the fourth quarter, we exceeded our revenue guidance with stable to improving trends across most of our end markets. Adjusted EBITDA and adjusted EPS were both at or above the high end of our guidance ranges. Another clear demonstration of our operating discipline. We delivered strong free cash flow with a conversion above our long-term target. As we look ahead to 2026, we are well-positioned with secular growth drivers, a healthy balance sheet, and clear strategic priorities, guiding where we invest to create long-term value. Drilling down into our Q4 financial results on slide six. Revenue was $555 million, a 1% improvement year-over-year.

Consistent with our expectations to start the year, we showed sequential improvement every quarter with 5% sequential growth in Q4. The Sensors and Safety Systems segment grew year-over-year across all end markets. A record quarter of revenue in our defense and space end market was driven by replenishment of missile programs. The utilities market continues to benefit from secular tailwinds and multi-year CapEx cycle focused on energy grid expansion. Industrial manufacturing, while uneven, is improving as customers gain more confidence in their markets.

In test and measurement, revenue sequentially improved again this quarter. Improvement was led by communications for data centers, defense, and research. Diversified electronics has shown early signs of broad-based improvement, with health signals from our distributor network, and our semiconductor revenue remains variable, dependent on customer-specific exposure.

Adjusted EBITDA margin of 20.8% and adjusted EPS of $0.69 reflects revenue slightly above expectations and disciplined operational execution. We also generated robust free cash flow, finishing the year at a 117% conversion rate. We continue to have a healthy balance sheet with net leverage of 1.9x adjusted EBITDA, in line with our target leverage range. Next, turning to slide seven. The chart shows our revenue growth improvement over the course of the year. Let me discuss that by region. North America has trended positively with improvement across nearly all end markets. Western Europe saw a notable improvement, particularly in test and measurement, returning to year-over-year growth in the fourth quarter. China macro leading indicators have shown signs of recovery, but we expect continued pressure from export controls in an uncertain environment.

Rest of World was our best-performing region in the year, with outsized growth in Q4, primarily driven by customer wins in Korea, the Middle East, and Africa. This sequential revenue improvement is fueled by secular tailwinds in several of our core markets. On slide eight, I will outline our 2025 end market mix and revenue growth. The final column reiterates the market growth expectations we shared at our June Investor Day. I'll start with the Sensors and Safety Systems segment, which is approximately 60% of our overall business. Industrial manufacturing is our largest end market, and where millions of precision sensors are embedded in critical customer workflows and solutions. Despite uneven conditions, we saw selective areas of strength during the year, led by North America. We expect a gradual global recovery consistent with our Investor Day expectations.

The defense and space market is poised to outperform long-term market growth expectations this year. We are well-positioned to win future contracts as a key supplier on critical missile defense programs. The utilities market is supported by durable infrastructure investment in grid modernization and reliability, reinforcing growth above our long-term expectations. Shifting now to Test and Measurement segment, which is about 40% of our revenue. Our largest end market is diversified electronics, representing approximately half the segment, and it is showing broad-based stabilization. Early indicators include improving quote activity and a healthy distributor inventory levels, which we expect to further develop in 2026.

The communications market has continued to improve sequentially as customers increase investment in our new high-performance oscilloscope platform and probing technologies that support research, data center, and aerospace and defense applications. Global semiconductor customer spending, while improving primarily in AI-related applications, remains uneven.

In 2025, results benefited from a large customer project that completed its production cycle in the third quarter and is not expected to repeat this year. Excluding that dynamic, we are seeing pockets of improvement in the semi market as we enter the year. To win across these end markets, we are committed to executing our profitable growth strategy, which I will cover on slide nine. There are three pillars to our strategy. First, operating discipline through RBS everywhere.

The Ralliant Business System is the foundation of how we run the company. It makes work visible, creates shared language, and reinforces accountability. We are enhancing our RBS toolkit with AI to accelerate learning and execution. Second, our stronghold positions. We continue to deepen our leadership positions in target markets where we have an expansive customer install base and long-standing loyalty. Third is winning growth vectors.

We are expanding our presence in attractive markets such as defense, energy, and electronics, to contribute to higher long-term growth across the portfolio. Slide 10 highlights our competitive differentiation and how we are partnering with our customers across these winning growth vectors. In the defense technologies growth vector, PacSci EMC achieved record revenue in the fourth quarter with continued backlog build, highlighting the strong demand in defense programs where we are an embedded supplier.

Using RBS, augmented by AI, we are reducing turnaround times on customer proposals, strengthening our supply chain, automating and expanding our production. In the grid modernization growth vector, Qualitrol was selected by one of the world's largest cloud providers as a global standard to make its data center assets more reliable, visible, and resilient. This reflects both the capability of our technology and the growing need for deeper visibility into the health of critical assets.

Our condition-based monitoring solutions combine sensors, data aggregators, monitoring software, and analytics into a fully integrated solution that enables customers to detect and manage early warning signals before affecting operations. In the power electronics growth sector, Tektronix has partnered with an AI robotics company that brings humanoids to life. This requires the validation of electronics that turn intelligence into motion, helping AI to move from software algorithms into real-time control of motors, actuators, and sensors. In effect, translating digital intelligence into precise physical action where performance, safety, and reliability are essential. These customer wins demonstrate that our technology innovation and RBS are clear differentiators to expand our presence in our winning growth factors. On slide 11, I'll share our investments that support our profitable growth strategy.

As we shared at our last Investor Day, and have since reiterated, our top capital allocation priority is organic investment to enhance our long-term growth. We mentioned last quarter that we expect CapEx to be 2%-3% of revenue in 2026, up from about 2% historically, as we invest in more growth CapEx. We've also taken growth investment into account in our incremental EBITDA margins that Neill will discuss shortly. This investment is focused on commercial, innovation, and manufacturing. First, I'll begin with commercial execution. Our competitive advantage is rooted in decades of domain expertise with over 90,000 customers. To better serve and reach these customers, we are investing in sales resources and augmenting with AI and a digital platform. Second, we are investing in innovation acceleration to shorten development cycle times, increasing the velocity of new products.

We're deploying platform architectures that enable faster product refresh cycles and serve adjacent applications with less engineering investment. We are also innovating with new business models that have the potential to expand customer lifetime value. Third, we're investing in manufacturing agility. Following multi-year outsized growth with our defense and utilities customers, we've begun to selectively expand our footprint to increase capacity while we continue to leverage RBS to drive productivity in our existing footprint. Next, I'll turn it over to Neill to go over our financial results and provide guidance and insights on Q1 and the full year of 2026.

Neill Reynolds (CFO)

Thank you, Tami. Good morning, everyone. Please turn to slide 13. During Q4, we generated $555 million in revenue, up 1% year-over-year and flat on an organic basis. Healthy demand across the Sensors and Safety Systems segment, coupled with enterprise-wide pricing actions, were mostly offset by lower test and measurement volume. Before I go through the remainder of the results, I want to briefly address the $1.4 billion non-cash goodwill impairment that we recorded during the fourth quarter in connection with our annual goodwill impairment testing. As previously discussed, the EA, Elektro-Automatik business, which was acquired in January 2024 as part of Fortive, has experienced electric vehicle demand headwinds and is now trending below previous expectations.

As a reminder, EA was purchased for EUR 1.6 billion, or the equivalent of approximately $1.7 billion at that time. When you consider FX movement, since the time of the acquisition, the carrying value for EA, included in the test and measurement segment, was approximately $1.8 billion immediately prior to the impairment. Due to the slower than anticipated progression and recent reduction in industry forecasts of future EV adoption, we revised our long-term revenue and operating profit expectations lower as part of our annual long-range planning process, which is leveraged in our standard goodwill impairment testing actions. The non-cash charge has been excluded from the adjusted results presented in the press release and presentation published yesterday, which I will now discuss. Adjusted EBITDA margin in the fourth quarter was 20.8%.

As expected, this was a year-over-year decline due to lower test and measurement volume and a step up in operating expenses, primarily related to standalone public company costs and higher employee costs, such as healthcare. Sequentially, adjusted EBITDA margin increased 40 basis points, driven by higher revenue and our cost savings program, partially offset by an increase in operating expenses. Our cost savings program is on track to achieve $9 million-$11 million run rate of annualized savings by the end of 2026. The fourth quarter, we delivered $1 million of savings on an approximate $4 million annual run rate. Adjusted diluted EPS was $0.69, a 15% sequential increase, driven mostly by operating leverage on higher revenue and lower than expected tax expenses.

This was a year-over-year decline, as expected, driven by lower adjusted EBITDA and an increase in interest expense, which was not incurred prior to separation. Our free cash flow for the quarter was $92 million, driven by disciplined capital expenditures and net working capital management, leading to a conversion rate of 117% over the trailing 12 months, which remains above our long-term target of greater than 95%. On slides 14 and 15, I'll provide more color on our segment performance and end market trends. In Sensors and Safety Systems, Q4 revenue grew by 6% year-over-year and 3% sequentially. All end markets within the segment had mid-single digit or better revenue growth. Defense and space revenue increased 5% year-over-year, driven by robust demand and an increase in shipments, while backlog continues to grow.

Utilities grew 6% year-over-year, driven by secular growth and grid modernization and expansion, driven by electrification and data center demand. Industrial manufacturing was up 6% year-over-year as we continued to see pockets of growth. We're seeing ongoing positive activity in North America and saw improvement in Western Europe throughout the year. Adjusted EBITDA margin for Sensors and Safety Systems was 28%, a 280 basis point step down, primarily due to higher employee costs. Turning now to Test and Measurement. Revenue for TSM was $217 million, a decline of 6% year-over-year. Sequentially, revenue grew 7%. Diversified electronics, which represents roughly half of TSM, declined year-over-year, primarily due to more cautious customer CapEx spending in 2025.

However, we saw revenue stabilize and start to gradually improve, leading to 10% sequential growth in the quarter. Communications grew 29% year-over-year and 36% sequentially. In Semi, as Tami mentioned, we have worked through backlog on a product line related to a large customer project, which we do not expect to repeat in 2026. More broadly, in Semi, orders have been stable to improving throughout the year. Test and Measurement adjusted EBITDA margin grew 200 basis points sequentially, with strong incremental margins and disciplined cost management. Year-over-year adjusted EBITDA margin declined by 310 basis points amid lower volume and higher employee costs. Turning to our balance sheet and cash flow highlights on Slide 16. We ended the quarter with $319 million in cash and cash equivalents, net of payments supportive of $34 million related to the separation.

Despite these cash obligations, we kept our net leverage at 1.9x adjusted EBITDA. Before turning to guidance, I want to remind everyone of our capital allocation priorities on Slide 17. Our top priority remains organic reinvestment. As Tami mentioned, we are focused on investing in commercial, innovation, and manufacturing. Our next priority is returning capital to shareholders. Last week, our board of directors authorized our next quarterly cash dividend of $0.05 per share. We also have a $200 million share repurchase authorization fully remaining. We continue to actively monitor the M&A landscape and build our funnel of potential tuck-in acquisitions. We are committed to balancing these capital allocation priorities against our target cash balances and our long-term net leverage target of 1.5-2x adjusted EBITDA.

Now turning to our outlook for the first quarter and full year 2026 on Slide 18. For the first quarter of 2026, we expect revenue of $508 million-$522 million, or 5%-8% year-over-year growth, including about two percentage points of FX favorability. The sequential step down from Q4 is in line with typical seasonality. As a reminder, Q4 is typically our highest revenue quarter, while Q1 is typically our lowest revenue quarter each year. We expect Adjusted EBITDA margin of 17%-18%. This step down year-over-year is mostly due to higher operating expenses and investments in our growth strategy, partially offset by the benefit of operating leverage on higher revenue.

Sequentially, this represents a 330 basis point decline at the midpoint, driven by the seasonal step down in revenue, a small increase in costs and incentive compensation resets to target levels, as well as the initiation of organic investments. I'll note that our tariff assumptions are based on policy announcements as of January 30. With current policies, we expect to continue to fully offset the cost of known tariffs throughout the year. Adjusted EPS is expected to be $0.46-$0.52 per share in the quarter. For the full year, we expect revenue of $2.1 billion-$2.2 billion, Adjusted EBITDA margin of 18%-20%, and Adjusted EPS of $2.22-$2.42 per share.

I will note that we have included tables in the appendix of our presentation that show full year 2025 results for your comparison. This revenue range represents year-over-year growth of 2%-6%, on track with our long-term organic revenue growth target of approximately 3%. Consistent with typical seasonality, we expect to see sequential quarterly increases in revenue throughout the year. The adjusted EBITDA margin of 18%-20% reflects a 50-250 basis point decline year-over-year on a reported basis. Following the spin, we have had structural changes to our operating costs. Given the mid-year timing of our spin last year, I want to give a little color to help with year-over-year comparisons for modeling purposes. In the second half of 2025, we had a ramp in operating expenses, as we have discussed.

These are now included in our run rate, and as such, we will be lapping lower pre-spin costs through the first half of 2026. This equates to an approximately 250 basis points year-over-year headwind for the full year of 2026. Excluding this headwind, we expect a 40%-45% incremental adjusted EBITDA margin in 2026 on a like-for-like basis. This is above our long-term target of 30%-35% incremental margin, and is driven by strong operating leverage on revenue growth and continuing to ramp our cost savings program. I will note this includes the investment in our growth strategy that Tami walked you through. We expect to continue to generate strong free cash flow, with conversion remaining over 95% on a trailing 12-month basis throughout the year, inclusive of a CapEx at 2%-3% of revenue. With that, I'll turn it back to Tami to reinforce our key takeaways for the quarter.

Tami Newcombe (President and CEO)

Thank you, Neill. Let me wrap our prepared remarks on Slide 20. 2025 was a pivotal year as we became a standalone public company and charted our course for outperformance. From the announcement of our separation in September of 2024, to creating our leadership team and board of directors, to fulfilling our public company commitments, the team has stayed focused on ensuring we meet our customers' needs and create shareholder value. We completed our separation earlier than anticipated and immediately launched a focused cost savings program aimed at offsetting post-spin dyssynergies. We established a quarterly dividend, and our board authorized $200 million of share repurchases, reinforcing our commitment to returning capital to shareholders. During this time, we delivered on our financial commitments despite a year with a dynamic macro backdrop.

We set guidance as a public company and delivered our first two quarters of standalone enterprise with all metrics at or above the high end of our guidance ranges. We have confidence as we enter the year with the separation behind us, strong secular tailwinds at our back, and strategic clarity on growth investments. As I wrap, a big shout-out to our approximately 7,000 employees around the globe for their ownership and grit to win as one team. Operator, please open the line for questions.

Operator (participant)

Thank you. The floor is now open for questions. If you would like to ask a question, please press star one on your telephone keypad at this time. A confirmation tone will indicate that your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. We do ask that you please limit yourself to one question and one follow-up. Again, that is star one to register a question at this time. Our first question is coming from Julian Mitchell of Barclays. Please go ahead.

Julian Mitchell (Equity Research Analyst)

Hi, good morning. Maybe you wondered if you could flesh out the segment cost growth and how you see that playing out. Thank you very much. And what the main focus points are.

Tami Newcombe (President and CEO)

Thank you very much, Julian. I'll address your question. In context of the targets that we set at Spin, which was our Investor Day in June, as well as our growth strategy. To start, we remain confident in the targets that we shared at Investor Day. Just as a reminder, through cycle, we talked about revenue growth of 3%-5%, 3% of that organic, and then low 20s to mid-20s on adjusted EBITDA. That remains our targets. This year, our first capital allocation priority was around executing our growth strategy and investing in that, in organic growth. So as you heard in the prepared remarks, we're fueling some of that across innovation, manufacturing, and commercial.

As I look out on the horizon and the annual guidance that we gave, we gave a range of year-over-year growth. And if you think about the midpoint of that range, think about our Sensors and Safety Systems a little bit on the higher end of that range, and they have the stronger Adjusted EBITDA margins, also where we're going to do most of the growth investment. And then think about our Test and Measurement a little below that expectation, which puts them in the... You know, we talked about Test and Measurement, mid-teens to the low twenties from an Adjusted EBITDA. It would put them in the low end of that range. So that's what we're seeing over the next 12 months and wanted to give that guidance to everyone.

Julian Mitchell (Equity Research Analyst)

That's very helpful. Thanks very much. And just to try and understand, you know, how much reinvestment or top up is sort of contemplated here. You have the step-up to stand-up costs you talked about in mid-year. Now we have this step-up on-Yep. the segment costs. Maybe just flesh out kind of what you learned and, and why we're hearing about this now.

Neill Reynolds (CFO)

Yeah. So thanks, Julian. This is Neill. A couple of things on that. So if you go back and see kind of where we landed, you know, obviously we've only spun two quarters ago. We're gaining more experience, you know, running the company, and that's actually one of the reasons we wanted to give the full year guide to everyone here to help with modeling purpose, to really kind of catch that investment as we start to look forward. As you think about the investment, more geared towards sensors and safety systems, where we think about higher growth rates over time, thinking about utilities, thinking about defense and areas where we feel we've got really nice tailwinds.

We'll continue to invest in those and look to increase the growth rates, and I think, you know, get very nice returns on that. Narrowing that down to being a bit more specific, baked into that guidance for 2026 is about, at a company level, you know, about 50-100 basis points of reinvestment back into the business, and that's, it's incorporated into the margin numbers that we talked about.

Operator (participant)

Thank you. The next question is coming from Deane Dray of RBC Capital Markets. Please go ahead.

Deane Dray (Managing Director)

Thank you. Good morning, everyone.

Neill Reynolds (CFO)

Morning.

Deane Dray (Managing Director)

I was hoping to get some clarification on this 250 basis points headwind. How does that spread across the quarters? Is it front-end loaded, or are you expecting, does that get spread evenly across the year?

Neill Reynolds (CFO)

Yeah. So, great question. I'll hit that. So I think if you look at the cost structure of the business, there's obviously lots of puts and takes. Number of days in the quarter can change things in terms of what we see. So you can see a little bit of not lumpiness there. I think what we're trying to say here is previously, I think back in the 2Q call, we talked about a run rate to leverage about $170 million a quarter. What we're saying now is that's about $175 million a quarter. So that gets you closer to, you know, $700 million or so of OpEx, you know, for the year, when you, when you think about 2025.

As we move into 2026, I would only think about a modest increase as we're thinking about some of the reinvestment. We obviously leverage RBS everywhere. The teams are working on productivity programs related to operating expenses and our cost of sales on a regular basis. So I wouldn't see it stepping up much further from here. But I think the 175 a quarter, which gets you closer to the $700 million. That includes our corporate stand-up costs as well. That's a better, I think, jump-off point as to how we think about leaving 2025 and going to 2026, and that would translate to the 250 basis points.

Deane Dray (Managing Director)

Got it. And then just in terms of putting the impairment in context, I mean, that's a sizable write-off for, you know, the investment in EA. Can you just take us through any other implications in the business? Are there other test and measurement businesses vulnerable here? It's just the magnitude of the write-off was really surprising, given how recently the business had been acquired.

Neill Reynolds (CFO)

Yeah, and this is then we went through this in the prepared remarks. So this was primarily related to EA. I wouldn't, I wouldn't read into other parts of test and measurement as a kind of a general statement. So, you know, looking at the write-down, we obviously spun two quarters ago, as I mentioned earlier. We've had some time to evaluate the strategy, evaluate the business. We've been working through that, obviously, and we saw some of the areas we've refined, and we're looking forward in terms of advancing forward into 2026. But what changed recently there was we saw the reduction in the EV subsidies in the U.S. I think to a certain extent, that also translated to some pretty significant write-downs with some large OEMs as it relates to EVs.

That just, you know, triggered us to reevaluate our own forecast. As we went through our forecast, as we went through our strategy, and we went through the, you know, the impairment procedures, towards the end of the year, which we do every year, it just became clear that we needed to take an impairment and execute that write-down.

Tami Newcombe (President and CEO)

Yeah, Deane, the business [crosstalk]

Neill Reynolds (CFO)

Go ahead.

Tami Newcombe (President and CEO)

Yeah, I think it's the second part of your question. The business fits nicely, folds nicely into the TM business. It's still a best-in-class technology, measurement technology. It's got a stand-up engineering team, a advanced manufacturing facility that we're taking advantage of, and expect the business, you know, at the new levels to be additive to 2026 for us. And nothing else in the, in that test and measurement portfolio that would be, that would- that we'd have any other issues with.

Deane Dray (Managing Director)

Thank you.

Operator (participant)

Thank you. The next question is coming from Ian Zaffino of Oppenheimer. Please go ahead.

Ian Zaffino (Managing Director)

Hi, great. Thank you very much. Just trying to get a little bit more color on T&M and how to think about it throughout the year. You know, we're seeing sequential growth kind of still down year over year, but maybe give us color on what to expect over the next few quarters or so from that. And maybe you could do it by maybe subcategory, whether you know it's Europe or communications or diversified electronics. Just any kind of color you could give there will be certainly helpful. Thank you.

Tami Newcombe (President and CEO)

Yeah, thank you very much, Ian. The Test and Measurement you saw, it's 40% of our overall business, that segment. You saw Q4 down 6%, but what's positive in there is if you look at Diversified Electronics, that's about 50% of that segment. And we do testing for electronics, so a lift in semiconductor globally will help the Diversified Electronics space. Predominantly, our go-to-market there is through our distribution partners, and we've seen sequential improvement in that business, about a 10% improvement quarter-over-quarter as we're coming into this year. So the positive part is our partners are seeing good quote activity. We also have very normalized inventory levels, and we're seeing good point of sale.

That's a really good signal for us in this business that diversified electronics, which is 50%, is strong. The next piece of the business, which you saw, which is commercial communications, we know those customers. We're working with those customers every single day. Predominantly, your aerospace and defense customers, your hyperscalers, and great growth in Q4. I think it was up 29%. This is also where the new products that were launched by Tektronix in Q4 play.

They take some time. You know, these are very high-end, expensive instruments, so you go through a pretty long sales cycle here, but we start to see traction in North America in that business. The third piece of the business, it's the smallest piece of the business. I think it's 9%-10%. It's the pure semiconductor players, and in that business, we're lapping a large customer project, so we'll have some headwinds this year, although underlying, you know, semiconductor is doing well.

Ian Zaffino (Managing Director)

Okay, thank you. And then, you know, maybe you could talk a little bit about how to expect or how we should think about or how you're thinking about M&A going forward, in light of kind of this write-down. But, and I think you're focused more internally, but how are you thinking of kind of M&A this year and anything you want to add to, or are we just kind of going to sit pat for right now? Thanks.

Tami Newcombe (President and CEO)

Yeah, Ian, you know, M&A is very tied to how we think about our innovation. We've got a really nice RBS process around looking at markets and doing market work. So we are continually active in markets that are adjacent or tuck-ins that will, will fold nicely into our business. So we continue doing all the work, as we said, and we remain, we remain confident in our strategy around tuck-ins. And, the first place we're looking is where we're seeing growth, those structural markets that we expect to grow for, you know, the next five, seven years.

Neill Reynolds (CFO)

Let me just add to that. I think, from a capital allocation perspective, you know, as we think about the—we talked about organic investments, we talked about returning cash to shareholders, we talked about the tuck-in M&A, and, Tami talked to that. But I think first and foremost, we're going to be disciplined, you know, capital allocators, you know, as we think about this going forward. So like anything, we want to be, disciplined. We want to drive excellence in terms of how we manage this, and that's really what we're focused on right now, ensuring that we find the right targets and as that time comes, and we get the right returns on them as well.

Ian Zaffino (Managing Director)

Okay, great. Thank you very much for the color.

Operator (participant)

Thank you. Our next question is coming from Joseph Giordano of TD Cowen. Please go ahead.

Chris Krueger (Managing Director)

Hi, good morning. This is Chris on for Joe. Can you comment on order activity in the quarter for test and measurement and how orders trended sequentially and, maybe also the book-to-bill for the segment and overall?

Tami Newcombe (President and CEO)

Yeah, thank you very much, Chris. We like the positive signals that we're seeing in the test and measurement business. Think about a 1:1 book-to-bill in the products piece of that business. We monitor our sales funnels, so our direct sellers spend a lot of time with semiconductor customers and those large communications customers that are predominantly aerospace and defense. And we've seen the sales funnels build. We need to see that convert into orders to see the momentum continue throughout the quarters.

We've also seen strength in our distribution partners, and that's 50% of the overall TSM business. It's how we get scale and reach to every single place around the globe that's involved in electronics design. And our partners are giving us good signals. Our partners are saying quoting activity is up. They've got normalized inventory levels, and we should see that continue, you know, and need to see that continue.

Chris Krueger (Managing Director)

Great. And, could you help us better understand the, the level and the nature of the corporate costs embedded in the guidance and the, fiscal, fiscal outlook? Specifically, you know, how, how, how large the level of the, of the corporate costs and, the cadence as we move through the year, and should we expect that, to scale with volume, or are they largely fixed at this point? Thank you.

Neill Reynolds (CFO)

Yeah. So, first of all, let me just take you back to, we talked about some of the costs, as we ramped throughout the year. I think the last update we gave was kind of ramping up to about $170 million a quarter in 2025, which is inclusive of corporate costs annually at $50 million-$55 million. And I think the, the corporate costs, in totality, I think, have kind of landed where we kind of anticipated, last year, although I would say other costs as it relates to segments. So we have, you know, close to 7,000 employees around the world, you know, how we, have health insurance and other things that support them. There's business insurance and other items that support them.

I think it's really, we're talking about getting a hold on those things that are embedded into the segments that support the operating teams, that are out there right now. So as we think about OpEx going into next year, like I said, I think the jump-off point is kind of a, you know, think about it on a, run rate basis at $175 million a quarter. I think that will come up a little bit, modestly, maybe $700 million-$720 million, something along those lines as you get into the, into the guidance range into next year. Just a modest step up as we look into 2026. But as you look at the framework for, our margins into next year, I think Tami hit on it earlier.

I think it's the, you know, you look at the two segments between Test and Measurement, and you look at Sensors and Safety Systems, you know, right now, Test and Measurement with that, you know, growth maybe just below the midpoint of the overall revenue guidance is at the low end of our longer-term range at that, you know, kind of mid-teens to low twenties, so at the lower end of that range. As we get more volume in there, that's really the way to drive, you know, drive margin as we think about, you know, executing in, you know, 2026 and beyond.

Nathan McKern (VP of Investor Relations)

And Chris, maybe this is Nathan McKern. I just wanted to jump in and add quickly. The, you know, Neill talking $175 million of adjusted OpEx. So just to be clear, that excludes amortization. And so, you know, we averaged about $175 million in the second half of the year, which is what we're saying is really more the kind of run rate entering 2026.

Chris Krueger (Managing Director)

Thank you.

Operator (participant)

Thank you. Our next question is coming from Piyush Maheshwari of Citi. Please go ahead.

Piyush Maheshwari (Emerging Markets Trader)

Good morning, guys.

Neill Reynolds (CFO)

Morning!

Piyush Maheshwari (Emerging Markets Trader)

Maybe like one clarification on margin performance in sensor and safety segment in Q4. I think revenues were up sequentially from Q3 to Q4, but margins came down. Can you elaborate a bit on that? Like, if there is a different mix in the quarter, like is there any competitive or cost pressure or anything that was unique to the quarter, or is it just like higher investments? And I think, maybe I missed it, but like, can you also frame how you're thinking of margins in 2026 for the segment in the construct of your 18%-20% margin?

Tami Newcombe (President and CEO)

Thank you very much, Piyush. If you look at Q4, I called out our defense and space business. Specifically, PacSci EMC had a record revenue quarter. ... in Q4, and that growth, which is the real positive, comes at a different margin profile.

Neill Reynolds (CFO)

And then if you look at it out into [crosstalk] yeah, sorry, you have a question?

Piyush Maheshwari (Emerging Markets Trader)

No, go ahead.

Neill Reynolds (CFO)

Yeah, I think. So this construct, as you think about going out into 2026. So, we talked about you know, maybe 2%-6% growth overall, as you think about 2026, Test and Measurement being maybe just below the midpoint of that, but Sensors and Safety Systems being above the midpoint. So solid growth year, defense and utilities going into next year. And then the margin structure, we talked about low long-term targets of, you know, kind of high 20s as you go into 2026 for Sensors and Safety Systems.

We're also seeing a lot of strength in defense, as Tami mentioned, which is at lower margins than the segment average. So that'll mix that down a little bit. If you add a little bit of the organic investment, probably mid- to high 20s is kind of the framework we're thinking about now. But we also see some really nice, you know, growth tailwind in that business.

Piyush Maheshwari (Emerging Markets Trader)

That's so helpful. Based on your 1Q and full-year guidance, can you comment on your expectations for your major regions? Like, which regions would you say you have more visibility or confidence in? Seems easier comps across the board, especially in Europe, but any incremental color on the demand trends from a geographic perspective? I think growth in 4Q was primarily driven by Western Europe, and while North America was a little flattish, so maybe anything to call out there.

Tami Newcombe (President and CEO)

Yeah, thanks, Piyush. North America and Europe make up, you know, 65% of our overall business, and as we've talked about, we have strong secular tailwinds in the defense and utility space, so expecting that to continue into 2026 and certainly banked into the guidance that we gave. Rest of the world, I think it's a sign we're a very global company, and we have opportunities across the globe that pop up in different regions, predominantly in our test and measurement in our utility space.

That has been a pretty good mid-single-digit grower for us. And then there's China, and we talked about China as we went through our investor day. It's a place that historically we had seen a lot of growth in the electronics space, and we've resized that and have lowered our expectations. I will say we've seen some green shoots in the sensors and industrial space there, where we have a really strong local for local strategy, and we've seen strength in the utilities end market in China. But generally, that's where we have lower expectations baked into our guide for the year.

Piyush Maheshwari (Emerging Markets Trader)

I appreciate all the color, guys, and good luck.

Tami Newcombe (President and CEO)

Thank you.

Neill Reynolds (CFO)

Thank you.

Operator (participant)

Thank you. Our next question is coming from Kevin Wilson of Truist Securities. Please go ahead.

Kevin Wilson (Equity Research Senior Associate)

Hey, good morning. Thanks for the time. In Qualitrol, I wonder if you could expand on that award with the large cloud provider that you mentioned. I think you mentioned initial orders received in the fourth quarter. I wonder, is this kind of customer win the first of its kind for Qualitrol, which typically sells more to the utilities and OEs? And, you know, should we expect more from Qualitrol specific to data centers, over and above the, you know, general transmission infrastructure Qualitrol sells into?

Tami Newcombe (President and CEO)

Yeah, thank you very much for the question, Kevin. Very, very good observation. So traditionally, the Qualitrol team end customer has been two-part. One is directly into the utilities who manage their own health systems, monitoring systems, and into transformer OEMs who sell a full solution into some utilities. So this is a third area that is ramping in their business, which is the hyperscalers that are directly building out their own grid infrastructure for data centers. So yes, this is a new customer space, something we've seen coming for a couple of quarters here, and wanted to highlight that in the win that we shared.

Kevin Wilson (Equity Research Senior Associate)

Thanks. That's helpful. And then maybe sticking on that slide, the Tektronix AI robotics highlight, I thought was also interesting, particularly as it's on the validation side. Any more color on that engagement, and then maybe broadly, how do you view the market share opportunity in validation for Tektronix? Maybe could you provide an update on the customer adoption of the new product and platform introductions in that workflow that you announced last quarter? Thank you.

Tami Newcombe (President and CEO)

Okay, Kevin, there's a lot to unpack in that one. Let me [crosstalk]

Kevin Wilson (Equity Research Senior Associate)

Apologies. Thank you.

Tami Newcombe (President and CEO)

Let me start with the—I think the win, as we spoke of as a customer, it's a broader statement to AI moving into the edge and all of the electronics. I mean, we're seeing this in our own lives, that electronics are popping up in industries that never had electronics before, and that's good for test and measurement when you're an electronic test and measurement company. So that's a signal of more to come, as whether it's robotics or other electronics go into new end markets. The platform that you're speaking of, the MP5000 platform that Tektronix launched in Q4, is the first time that Tektronix has a purpose-built solution for automated testing.

This platform is one that has been well received, but it will take some time to ramp because it's a new go-to-market for us with system integrators that tend to build the test systems in the validation space. We have a small share in that space today. Just they take our bench instruments and kind of pull them into validation. We're expecting this to be a nice growth opportunity for us as we go throughout the year and get the adoption on that space. So it is some greenfields for Tektronix, and so far, really nice feedback from customers.

Kevin Wilson (Equity Research Senior Associate)

That's great. Thanks, Tami.

Operator (participant)

Thank you. The next question is coming from Rob Jamison of Vertical Research Partners. Please go ahead.

Rob Jamieson (Equity Research Analyst)

Hey, thanks for taking my question. Just wanted to follow up on Jim's question here on EA. You know, a lot of these EV headwinds and everything were, you know, at least on the CapEx side, being flagged earlier in the year or even, you know, when the new administration came in. So I'm just trying to kind of understand, when you went through that process, the revised expectations. You know, how much of that was the actual reduction in the industry forecast versus EA-specific execution or competitive issues? You know, like, what's the competitive landscape in high power electronic load and supply test? And, you know, have you seen, you know, any of EA's differentiation holding or eroding?

Neill Reynolds (CFO)

Yeah, so in terms of the timing, as you called out, I think what's changed over the last couple of quarters is, I think, the change in the EV subsidies. And I think that's translated into, you know, into other, you know, or large auto OEMs, you know, taking write-downs as well. So I think as we look at that backdrop, as end customers for EVs start to make those types of changes as it relates to not just the overall industry backdrop, but also the change in the subsidies, it just became more clear as we went through our evaluation that a write-down, you know, that a write-down was needed.

Tami Newcombe (President and CEO)

You can imagine in that space, the customers. Many of the write-downs are our customers that had ongoing projects or promises of projects that then, you know, instantly disappear. So the opportunity in automotive is smaller. However, the technology is applicable to other energy storage spaces, which is where we're directing the EA business now.

Rob Jamieson (Equity Research Analyst)

Okay. No, thank you for that. And then, I guess, you know, you mentioned data center on the test and measurement side as well, within communication. You know, can you give us a little bit more on exactly what you're doing in data center, whether that's power or the signal side? And then also, you know, what's the sizing within communications for data centers? Is it—I mean, I assume it's a relatively small, small piece of that. I guess same question on defense and government. That was called out as being strong in communication, but, you know, of that bucket, like, how big are those three areas?

Tami Newcombe (President and CEO)

Yeah, if you're speaking, I'll frame it directly in T&M. So let's stay in T&M, because we do have a large defense business in the sensors and safety systems segment.

Rob Jamieson (Equity Research Analyst)

Right, yeah.

Tami Newcombe (President and CEO)

But within T&M, we talk about... Yeah, when we talk about communications, I'd say 70%-80% of that is aerospace and defense. The other piece of that is directly to hyperscalers. But the AI data center, I talk about it as almost a second derivative to raising the tide for all electronics, because there's people testing all of the pieces that go into the data center, not only the communications, but the compute, the memory, the storage, and that's part of the ecosystem that ends up in a data center. That certainly provides additional electronic test and measurement opportunity for us.

Rob Jamieson (Equity Research Analyst)

Okay, great. Thank you.

Operator (participant)

Thank you. Our next question is coming from Scott Graham of Seaport Research Partners. Please go ahead.

Scott Graham (Senior Equity Research Analyst)

Hi, good morning. Thanks for taking my question. I'm just hoping for additional color on the projected margin decline in 2026. I know you're investing in growth vectors. I know EA is part of that, but the delta does suggest underinvestment from prior, and I guess I'm just wondering which businesses are you investing in most? Again, I understand the growth vectors, but which businesses maybe do you need to kind of get to a baseline to support their growth because of what appears to be prior underinvestment?

Tami Newcombe (President and CEO)

Yeah, we. And if you look at the annual guide, we had a range on the Adjusted EBITDA, 18%-20% in that range. And if you think about the sensors and safety systems, towards that, that'll contribute to the higher end, and test and measurement at the volume in our guide would be more towards the low end part of that. The investments across commercial, manufacturing, and innovation, I'll start with the most obvious, which is manufacturing. We've had tremendous growth in defense and utilities over several year period, and we're starting to plant the seeds to expand our manufacturing footprint. In this particular year, those investments will be in increased shifts, RBS productivity in the footprint we have, but starting to stand up-...

Second lines and buy equipment, so that by 2027 and 2028, we expand that capacity. So that's squarely in the sensors and safety systems, as well as where we're fueling some of those sales resources we talked about to get after the growth and to extend our reach. Now, the people part of that will be smaller because we're augmenting that with AI and with digital. And then last is platforms, and we've had some recent launches from our Qualitrol business around arc detection, leveraging AI to give more intelligence to those operators who have to keep the electric grid up. We're gonna fuel that with some platform investments in innovation. So predominantly in the sensors and safety systems is where you're gonna see those growth investments.

Scott Graham (Senior Equity Research Analyst)

Very good. Thank you for that. Diversified Electronics down 13%. I know you indicated that's up 10% sequentially, and maybe you could just tease out how much of that up 10 is seasonal, and maybe a comment on January for the company.

Tami Newcombe (President and CEO)

The up seasonal. So when I look at the defense or the Diversified Electronics business, predominantly through our distribution channels, and what we're seeing is healthy sell-through, which is what we refer to as points of sale, with inventory levels at a point where we're seeing that come back through higher quoting activity, which are all good signals in the Diversified Electronics space.

Scott Graham (Senior Equity Research Analyst)

So the sequential, the up 10 sequentially, that was not seasonal, you think?

Tami Newcombe (President and CEO)

There is definitely some seasonal piece to the test and measurement business, but the 10% sequential, it's a broader sequential. It's improved as we've gone throughout the year. The test and measurement, like the overall business, has sequentially improved every quarter since Q1. Now, that business tends to have a step down in Q1, which we factored into our guide, but I still think the signs there are very good.

Operator (participant)

Thank you. Our next question is coming from Chris Snyder of Morgan Stanley. Please go ahead.

Chris Snyder (Executive Director)

Thank you. I apologize, I joined a little bit late, but I'm not sure if this question has been asked. You know, I understand, obviously, that there's margin headwinds into 2026, but I guess when we specifically look at the Q4 to Q1 kind of sequential progression, I think at the midpoint, you guys are guiding it down about 330 basis points, which seems steeper than normal. So is that sequential, is that, is that all just the higher investment that you guys are making in sensors and safety? Is it some of the mix headwinds that are continuing in sensor and safety? Just kind of why is that stepping down so sharply? Thank you.

Neill Reynolds (CFO)

Yeah, Chris, great question. This is Neill. So let me, let me take a shot at that. So as you, as you look at the transition from 4Q into 1Q, we've discussed previously, and I think we laid this out last quarter, that we anticipated from a guide, I think, gave you 20%-21% EBITDA for the company going out of Q4, about a 200-300 basis point decline going into Q1. So that would get us, you know, close to, you know, 18%. We're guiding just a little bit, you know, below that. So I think that what we have here is maybe a little lower, but consistent with how we talked about it in terms of seasonality in the business.

As it relates to why is it a bit higher, I think from a just a natural perspective, it's going down a bit. We're also seeing a few things like, you know, you know, compensation true-ups as you get into the, you know, start of the year. We are gonna see a small initiation for some of these organic investments, so I would think about that outside of Q1, for the most part, think about healthcare costs being a little bit inflationary. So I think, I think outside of the kind of midpoint of what we thought about, there's a couple of pieces that are driving a slight increase versus what we had said, but I think, otherwise more or less in line.

Chris Snyder (Executive Director)

Thank you. I appreciate that. And then on, you know, some of the investments that you guys are making into the businesses, you know, when do you think that will have a positive impact on top line? You know, is there some of that benefit that's included in the 2026 sales guide, or do you think those benefits will more so pay off in 2027 and beyond? Thank you.

Tami Newcombe (President and CEO)

Yeah, we have embedded the goodness in those investments into the guide for 2026. And, you know, there's always room to overdrive, especially on sales resources, if they can come online faster. But predominantly, that investment will be in 2027, will pay off in 2027.

Operator (participant)

Thank you. Ladies and gentlemen, this brings us to the end of the question and answer session. I'd like to turn the floor back over to Ms. Newcombe for closing comments.

Tami Newcombe (President and CEO)

Thank you for your questions and for being with us today. I'd like to wrap up the call with a few closing remarks. While public for only a short time, over the last several years, we've undertaken deliberate actions to create a sustained, streamlined portfolio with world-class leaders. One of our greatest strengths is the passion and commitment of our employees to win as one team. We're executing against our growth strategy by leveraging RBS to compete across businesses with stronghold positions and in secular high growth vectors.

We expect the RBS to continue to serve as a competitive advantage, enabling customer innovation and operating efficiencies, ultimately enabling us to perform with financial discipline. Our teams have demonstrated operating rigor with the ability to profitably evolve our portfolio and deliver in any environment. We are resolute in our commitment to supporting our customers, inspiring employees, and delivering for our shareholders. Thank you for joining us today. I hope you have a great one.

Operator (participant)

Ladies and gentlemen, this concludes today's event. You may disconnect your lines or log off the webcast at this time, and enjoy the rest of your day.