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1 See Air Differently. September 15, 2026Morgan Stanley 14th Annual Laguna Conference
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2 Disclaimer Cautionary Language Concerning Forward-looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. The forward-looking statements included herein are subject to risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements give the Company's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," “can have,” “positions,” "likely," "target," "goal," "strategy" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, including statements regarding the Company's expectations, intentions or strategies regarding the Acquisition, the expected benefits of the Acquisition, the anticipated timetable for completing the Acquisition, and the impact of the Acquisition on the Company's business and future financial condition and operating results. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company expected, including: uncertainties as to the timing of the Acquisition; the risk that the Acquisition may not be completed in a timely manner or at all, which may adversely affect the Company's business; the failure to satisfy the Closing Conditions, including the receipt of required merger control clearances, foreign investment control clearances and European Commission clearance under the EU Foreign Subsidies Regulation; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the SPA, including in certain circumstances requiring the Purchaser to pay the Break Fee; the ability of the Company to obtain the necessary financing arrangements, including under the Debt Commitment Letter and the Registered Equity Offering; the effect of the announcement or pendency of the Acquisition on the Company's business relationships, operating results and business generally; risks that the Acquisition may disrupt the Company's current business plans and operations; the Company's ability to retain and hire key personnel in light of the Acquisition; risks related to diverting management's attention from the Company's ongoing business operations; unexpected costs, charges or expenses resulting from the Acquisition; potential litigation relating to the Acquisition; the ability of the Company to successfully integrate the Group following the Closing and to achieve the anticipated benefits of the Acquisition, including estimated cost, operations, tax and commercial synergies, and the timeline to realize such benefits; the effects of the Acquisition on the Company's earnings, financial condition, net leverage ratio and credit ratings; the Company's estimates of the size of the markets it serves, including its total addressable market and the runway for growth in those markets, proving to be inaccurate; an inability to reduce or effectively manage its significant indebtedness and interest expense, including through any future financings or refinancings; a failure to develop and maintain effective internal control over financial reporting, including a failure to design and implement sufficient controls to remediate its material weaknesses; the markets into which the Company sells its products and services declining, not growing as expected, experiencing cyclicality or shifting towards products or services outside of its portfolio; changes in the general economy, the housing market or other business conditions; difficulties executing, integrating or realizing expected benefits from acquisitions, dispositions or joint ventures, or exposure to unexpected liabilities from such transactions, including the Acquisition; the restrictions imposed on the Company's ability to conduct primary follow-on equity offerings during the two-year period following its initial public offering and associated limitations on its ability to raise equity capital to fund growth initiatives, acquisitions or other strategic opportunities; increasing competitive pressures in the Company's industry and the markets in which it operates; difficulties implementing the Company's 80/20 operating model or other strategies intended to improve organic growth, including its artificial intelligence initiatives; an inability to demonstrate or communicate the benefits of the Company's Return on Air value proposition; the loss of key customers; delays, failures or other challenges in developing and commercializing new versions of the Company's products or new features and accessories; unsuccessful efforts to expand into adjacent markets; supply shortages, rising raw material or freight costs or disruptions in the Company's distribution network; inconsistent practices, controls or decision-making arising from the Company's decentralized organizational structure; the incurrence of events causing an impairment of goodwill or other asset impairment charges; disruption of the Company's operations in its manufacturing facilities, wholesale locations or key customer operations, including as a result of tariffs or other trade policies; failures to protect or defend the Company's intellectual property, including trade secrets or proprietary know-how, or infringement, misappropriation or other violations of others' intellectual property; operational disruptions at manufacturing, wholesale, or key customer locations, as well as labor shortages, disruptions or challenges in attracting and retaining qualified personnel; geopolitical conflicts, cybersecurity attacks, natural disasters, climate change, weather and seasonality that disrupt operations or adversely impact demand; changes in or noncompliance with varying domestic and foreign laws, regulations or government contracting requirements; warranty claims, product liability matters, recall claims, litigation or other legal proceedings, including alleged intellectual property infringement claims; violations of environmental, health and safety laws and regulations; changes in government regulations, trade policies and tariffs; decisions made by the Company's founder who controls the Company; and other factors disclosed in the section entitled "Risk Factors" of the Company's prospectus filed pursuant to Rule 424(b)(4) with the SEC on April 17, 2026, as may be updated or supplemented by any subsequent filings with the SEC. The Company derives many of its forward-looking statements from its operating budgets and forecasts, which are based on many detailed assumptions. While the Company believes that its assumptions are reasonable, it cautions that it is very difficult to predict the impact of known factors, and it is impossible to anticipate all factors that could affect actual results. All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the foregoing cautionary statements, as well as other cautionary statements that are made from time to time in its other SEC filings and public communications. You should evaluate any forward-looking statements made in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this presentation are made only as of the date hereof. We assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Measures This presentation (i) uses terms which are not generally used in presentations made in accordance with accounting principles generally accepted in the United States (“GAAP”), (ii) contains non-GAAP measures, including Adjusted EBITDA and Adjusted EBITDA Margin, (iii) uses terms which are not measures of financial condition or profitability and (iv) contains terms which are unlikely to be comparable to similar measures used by other companies in our industry. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. Non-GAAP measures have limitations as an analytical tool, and you should not consider these measures either in isolation or as a substitute for other methods of analyzing the results as reported under GAAP. You are encouraged to exercise caution when evaluating non-GAAP measures presented herein. A reconciliation of the non-GAAP measures to the most directly comparable GAAP financial measure can be found at the end of this presentation. HGB Financial Measures The financial information relating to ebm-papst included herein has been prepared in accordance with accounting principles generally accepted in the Federal Republic of Germany as set forth in the German Commercial Code (Handelsgesetzbuch, “HGB”) and has not been prepared in accordance with GAAP. HGB differs in certain material respects from GAAP. The Company has not attempted to quantify the impact of such differences on the financial data included herein, and readers are urged to consult their own advisors regarding such differences and their potential impact on the financial information presented. Accordingly, the financial information of the Group presented herein may not be directly comparable to the financial information of the Company or its other subsidiaries prepared in accordance with GAAP, and readers should not rely on such information as though it were prepared on a comparable basis. The financial information presented herein is preliminary and unaudited and is subject to change pending the completion of purchase price accounting, accounting policy alignment and the preparation of reconciliations from HGB to GAAP required in connection with the Company's reporting obligations under the Exchange Act. The Company expects that the consolidated financial statements of the combined company will reflect significant differences from the historical financial information of ebm-papst presented herein as a result of such reconciliations, purchase price adjustments and other assumptions. Readers are cautioned not to place undue reliance on the preliminary financial information included herein. TAM This presentation includes references to our TAM. We estimate that the total North American addressable market opportunity for our products and services is approximately $40 billion as of December 31, 2025. We calculate our TAM separately for each material business within our Commercial and Residential segments using a variety of methodologies, which are based on a variety of sources, including information from independent industry analyses, publications, interviews with industry participants, public company data, analyst reports, government reports as well as our own internal estimates and research. After calculating the TAM for each primary business within our Commercial and Residential segments, management then aggregates each business-level TAM estimate to arrive at an aggregate estimated TAM for the Company. Utilizing this methodology, we estimate that our aggregate North American TAM across our businesses is approximately $40 billion as of December 31, 2025. Forecasted Financial Information This presentation also includes forecasted financial information that is presented for the twelve months ended December 31, 2025, on a Madison Air Reported basis and on a Combined Basis, which information is preliminary, has not been reviewed by our independent registered public accounting firm or ebm-papst’s auditors, and is subject to change. Our and ebm-papst’s actual results may differ materially from such financial information included in this presentation due to the completion of closing procedures, final adjustments and other developments that may arise. This forecasted financial information is not a comprehensive statement of our or ebm-papst’s financial results for the twelve months ended December 31, 2026, and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP or HGB. In addition, this forecasted financial information is not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not place undue reliance on these forecasted financial results. Our independent registered public accounting firm and ebm-papst’s auditors have not audited, reviewed or performed any procedures with respect to the forecasted financial information or the accounting treatment thereof and do not express an opinion or any other form of assurance with respect thereto. Accordingly, the financial information and data contained in this presentation may not be included in, may be adjusted in or may be presented differently in, any future materials.
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3 We are Madison Air Making the world safer, healthier and more productive through the power of better air Differentiated by Return on Air Tangible value created when air becomes a strategic asset and is the direct impact our solutions have on customer outcomes by optimizing air in high-value environments Leadership in growth markets Well-positioned to scale in high-growth, performance- driven markets Powered by unique value creation model To deliver sustainable, profitable growth and strong cash flow generation 3 Madison Air Confidential and Proprietary Information
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4 Balanced business, resilient revenue $3.75B LTM Net Sales1 26.6% LTM Adj. EBITDA Margin1 $430M LTM Free Cash Flow1 <2% CapEx as % of Net Sales1 9,000+ Employees2 ~600 R&D Employees2 65% 35% Commercial Residential 50% 40% 10% Replacement & Upgrade New Build Services & Aftermarket 95% Demand for Our Product Portfolio North America Other Diversified Resilient Domestic We See Air Differently—and we’re redefining itsvalue. Our portfolio of trusted air-quality brands deliver highly engineered, mission-critical solutions and long-term value through our Return on Air advantage. 1 Financial information presented on an actual, reported basis as of June 30, 2026. 2 As of June 30, 2026. Madison Air LTM results Madison Air Confidential and Proprietary Information 5%
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5 Building an industry leader in Return on Air 1 Financial information presented on an actual, reported basis as of June 30, 2026. COMMERCIAL RESIDENTIAL TECHNOLOGY PLATFORMS END MARKETS Purification SEGMENTS LTM 2Q’26: $2.4B NET SALES 1 LTM 2Q’26: $1.3B NET SALES 1 Dehumidification Air handling Air, liquid and hybrid cooling Energy efficiency enablers Air movement and heat Humidity control and dedicated outdoor air systems (DOAS) Humidification Healthcare | Data centers | Manufacturing | Logistics Cleanrooms | Life sciences | Education Single and multi-family residential housing Ventilation Sensors and digital controls Madison Air Confidential and Proprietary Information
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6 Combination expected to accelerate our strategy and value creation DIFFERENTIATED TECHNOLOGY PARTNER OF CHOICE RETURN ON AIR REVENUE GROWTH OPPORTUNITIES VALUE CREATION POTENTIAL EXPECTED TO BE ADJ. EPS ACCRETIVE SHAREHOLDER BENEFITS ~$5.0B Purchase Price1 ~10x EBITDA multiple (’26E, incl. cost synergies) +$30B ebm-papst Total Addressable Market (TAM)2 ~$70B combined ~$6.6B 2026E Combined Net Sales3 1 See the appendix for additional information. 2 Management estimates. 3 Represents the mid-point of Madison Air FY’26 guidance announced in earnings presentation on July 30, 2026. Net sales guidance of $3,825 - $3,925 million. Financials for ebm-papst based on Madison Air’s management estimates for the twelve months ended December 31, 2026, for ebm-papst. Assumes an exchange rate of 1 EUR to 1.14 USD. The financial information relating to ebm-papst has been prepared in accordance with HGB and has not been prepared in accordance with GAAP. See the Disclaimer for additional details. CUSTOMER BENEFITS Madison Air Confidential and Proprietary Information
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7 1 2 3 Madison Air: our strengths Powered by a unique value creation model Leadership in growth markets Differentiated by Return on Air Madison Air Confidential and Proprietary Information
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8 8 Appendix
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9 Adjusted EBITDA and Margin Reconciliation Actuals Actuals Pro Forma(1) Actuals Pro Forma(1) Three months ended June 30, Three months ended March 31, Three months ended June 30, Six months ended June 30, Six months ended June 30, 2026 2025 2026 2025 2026 2025 2025 Net income (loss) $ 70.5 $ 30.8 $ 43.0 $ 16.5 $ 113.5 $ 77.0 $ 10.8 Adjustments: Net (income) loss from discontinued operations(2) — — — — — (1.0) (1.0) Interest and financing expenses 57.1 89.1 90.7 102.6 147.8 154.9 201.6 Income tax expense (benefit) 40.6 18.5 17.3 17.6 57.9 33.2 16.7 Depreciation and amortization 53.7 47.1 53.9 54.5 107.6 82.4 108.1 Transaction related expenses(3) (0.8) 17.9 4.0 17.9 3.2 18.8 62.9 Restructuring expenses(4) 0.6 2.6 2.3 2.6 2.9 2.7 4.6 Equity appreciation rights expense(5) 16.3 22.1 10.4 23.9 26.7 27.3 32.7 Non-operating expenses (income)(6) (0.7) (0.5) 0.7 4.3 — (3.6) 1.2 Allocated Madison Industries costs(7) — 2.6 10.0 2.6 10.0 5.8 5.8 Non-recurring professional and consulting expenses(8) 0.8 1.1 1.1 1.1 1.9 2.1 2.1 Loss on extinguishment of debt 27.7 — — — 27.7 — — Gain on insurance proceeds(9) — (5.8) — (5.8) — (5.8) (5.8) Adjusted EBITDA $ 265.8 $ 225.5 $ 233.4 $ 237.8 $ 499.2 $ 393.8 $ 439.7 Net sales 991.3 819.6 923.7 867.9 1,915.0 1,510.0 1,688.8 Net income (loss) margin 7.1 % 3.8 % 4.7% 1.9 % 5.9 % 5.1 % 0.6 % Adjusted EBITDA Margin 26.8 % 27.5 % 25.3% 27.4 % 26.1 % 26.1 % 26.0 % (1) Financial information presented on a Pro Forma basis solely to give effect to the AprilAire Acquisition as if such transaction had occurred on January 1, 2025. See the unaudited pro forma combined statements of operat ions filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q for a description of the adjustments and assumptions underlying the Pro Forma financial information. (2) Represents the results of discontinued operations from the divestiture of Nortek Global HVAC and its subsidiary. (3) Represents direct t ransaction costs related to acquisition and divestiture activity, including transaction fees, due diligence costs, transfer taxes and other di rect costs related to acquisition activities, changes in the fair value of contingent consideration, purchase accounting adjustm ents, and other acquisition related charges, such as integration charges and professional and legal fees, and gain on the disposition of business For the three and six months ended June 30, 2026, transaction expenses included professional and legal fees, and other costs associated with becoming a public company offset by $1.2 million gain on contingent consideration remeasurement. Transaction expenses for the three mo nths and six months ended June 30, 2025 primarily related to the AprilAire Acquisition. (4) Represents costs and expenses in connection with various restructuring initiatives. (5) Represents compensation expense under the EAR Plan and Amended EAR Plan. (6) Represent s foreign currency gains and losses on corporate intercompany loans, gains and losses on sale of fixed assets, gains and losses on marketable securities and other non-operating items. For the three months ended June 30, 2026, non -operating expenses (income) included $1.0 million foreign currency translation gain on intercompany loans, offset by $0.4 million loss on disposal of fixe d assets. For the three months ended June 30, 2025, non-operating expenses (income) included $0.8 million gain on available-for-sale marketable securities, and $1.6 million gain on disposal of fixed assets offset by a $1.9 million foreign currency translation loss on int ercompany loans. For the six months ended June 30, 2026, non-operating expenses (income) included $0.9 million foreign currency translation gain on intercompany loans offset by a $0.5 million loss on disposal of fixed assets. For the six months ended June 30, 2025, non -operating expenses (income) included $1.9 million gain on available-for-sale marketable securities, $1.3 million gain on divestiture of No rtek Global HVAC and its subsidiary, $1.4 million gain on disposal of fixed assets, $0.3 million foreign currency translation s loss on intercompany loans and $0.2 million of pension expense. (7) Represents indirect costs for support received from Madison Industries for cer tain internal and external corporate activities including, but not limited to, consolidation accounting, legal, and other Madiso n Industries corporate and infrastructure related services that will no longer be incurred following the consummation of the Company's IPO. This doe s not include services that will continue to be provided by Madison Industries International Holdings LLC following the consumma tion of the IPO pursuant to the Transition Services Agreement. (8) Represents expenses for professional and consulting services related to no n-recurring transactions. For the three months ended June 30, 2026, non -recurring professional and consulting expenses included $0. 7 million for one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation and $0.1 million in consulting fees for productivity improvement projects. For the three months ended June 30, 2025, these services primarily included $0.5 million in consulting fees for productivity improvement projects, $0.3 million in legal fees, and $0.3 million in leadership recruiting and relocation fees. For the six months ended June 30, 2026, non -recurring professional and consulting expenses included $1.6 milli on for one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation and $0.4 million in consulting fees for p roductivity improvement projects. For the six months ended June 30, 2025, these services primarily included $1.2 million in cons ulting fees for productivity improvement projects, $0.4 million in legal fees, and $0.5 million in leadership recruiting and relocation fees. (9) Represents one-time gain on insurance proceeds from damage to one of our manufacturing facilities.
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10 2Q 2026 EARNINGS PRESENTATION LTM Adjusted EBITDA Reconciliation Actuals Pro Forma(1) Pro Forma(1) Pro Forma(1) Six months ended June 30, Six months ended June 30, Year ended December 31, For the Twelve Months Ended June 30, 2026 2025 2025 2026 Net income (loss) $113.5 $10.8 $58.1 $160.8 Adjustments: Net (income) loss from discontinued operations(2) — (1.0) 1.4 2.4 Interest and financing expenses 147.8 201.6 398.0 344.2 Income tax expense (benefit) 57.9 16.7 49.8 91.0 Depreciation and amortization 107.6 108.1 215.7 215.2 Transaction related expenses(3) 3.2 62.9 68.9 9.2 Restructuring expenses(4) 2.9 4.6 6.0 4.3 Equity appreciation rights expense(5) 26.7 32.7 125.9 119.9 Non-operating expenses (income)(6) — 1.2 (0.8) (2.0) Allocated Madison Industries costs(7) 10.0 5.8 11.0 15.2 Non-recurring professional and consulting expenses(8) 1.9 2.1 8.4 8.2 Loss on extinguishment of debt 27.7 — - 27.7 Gain on insurance proceeds(9) — (5.8) (5.8) - Adjusted EBITDA $499.2 $439.7 $936.6 $996.1 Net Sales $1,915.0 $1,688.8 $3,518.9 $3,745.1 Adjusted EBITDA Margin 26.1% 26.0% 26.6% 26.6% (1) Financial information presented on a Pro Forma basis solely to give effect to the AprilAire Acquisition as if such transaction had occurred on January 1, 2025. See the unaudited pro forma combined statements of operat ions filed as Exhibit 99.1 to this Quarterly Report on Form 10-Q for a description of the adjustments and assumptions underlying the Pro Forma financial information. (2) Represents the results of discontinued operations from the divestiture of Nortek Global HVAC and its subsidiary. (3) Represents direct t ransaction costs related to acquisition and divestiture activity, including transaction fees, due diligence costs, transfer taxes and other di rect costs related to acquisition activities, changes in the fair value of contingent consideration, purchase accounting adjustm ents, and other acquisition related charges, such as integration charges and professional and legal fees, and gain on the disposition of business For the three and six months ended June 30, 2026, transaction expenses included professional and legal fees, and other costs associated with becoming a public company offset by $1.2 million gain on contingent consideration remeasurement. Transaction expenses for the three mo nths and six months ended June 30, 2025 primarily related to the AprilAire Acquisition. (4) Represents costs and expenses in connection with various restructuring initiatives. (5) Represents compensation expense under the EAR Plan and Amended EAR Plan. (6) Represent s foreign currency gains and losses on corporate intercompany loans, gains and losses on sale of fixed assets, gains and losses on marketable securities and other non-operating items. For the three months ended June 30, 2026, non -operating expenses (income) included $1.0 million foreign currency translation gain on intercompany loans, offset by $0.4 million loss on disposal of fixe d assets. For the three months ended June 30, 2025, non-operating expenses (income) included $0.8 million gain on available-for-sale marketable securities, and $1.6 million gain on disposal of fixed assets offset by a $1.9 million foreign currency translation loss on int ercompany loans. For the six months ended June 30, 2026, non-operating expenses (income) included $0.9 million foreign currency translation gain on intercompany loans offset by a $0.5 million loss on disposal of fixed assets. For the six months ended June 30, 2025, non -operating expenses (income) included $1.9 million gain on available-for-sale marketable securities, $1.3 million gain on divestiture of No rtek Global HVAC and its subsidiary, $1.4 million gain on disposal of fixed assets, $0.3 million foreign currency translation s loss on intercompany loans and $0.2 million of pension expense. (7) Represents indirect costs for support received from Madison Industries for cer tain internal and external corporate activities including, but not limited to, consolidation accounting, legal, and other Madiso n Industries corporate and infrastructure related services that will no longer be incurred following the consummation of the Company's IPO. This doe s not include services that will continue to be provided by Madison Industries International Holdings LLC following the consumma tion of the IPO pursuant to the Transition Services Agreement. (8) Represents expenses for professional and consulting services related to no n-recurring transactions. For the three months ended June 30, 2026, non -recurring professional and consulting expenses included $0. 7 million for one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation and $0.1 million in consulting fees for productivity improvement projects. For the three months ended June 30, 2025, these services primarily included $0.5 million in consulting fees for productivity improvement projects, $0.3 million in legal fees, and $0.3 million in leadership recruiting and relocation fees. For the six months ended June 30, 2026, non -recurring professional and consulting expenses included $1.6 milli on for one-time audit, legal and consulting fees incurred to prepare for IPO and SOX implementation and $0.4 million in consulting fees for p roductivity improvement projects. For the six months ended June 30, 2025, these services primarily included $1.2 million in cons ulting fees for productivity improvement projects, $0.4 million in legal fees, and $0.5 million in leadership recruiting and relocation fees. (9) Represents one-time gain on insurance proceeds from damage to one of our manufacturing facilities.
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11 Free Cash Flow Reconciliations Actuals Three months ended June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 Net cash flows provided by operating activities $98.6 $57.8 $147.1 $173.2 $105.5 $54.6 ($152.7) $86.3 Net cash flows (used in) provided by operating activities – discontinued operations 0.0 0.0 (0.2) 0.9 0.0 (0.3) (210.6) 2.1 Net cash flows provided by operating activities— continuing operations $98.6 $57.8 $147.3 $172.3 $105.5 $54.9 $57.9 $84.2 Purchases of property, plant and equipment (9.1) (7.4) (17.8) (12.3) (6.0) (4.5) (7.8) (5.4) Proceeds from disposal of property, plant and equipment 0.1 0.0 0.3 0.0 2.5 0.0 4.4 (0.1) FCF $89.6 $50.4 $129.8 $160.0 $102.0 $50.4 $54.5 $78.7 LTM FCF $429.8 $442.2 $442.2 $366.9 $285.6 LTM Sales $3,745.1 $3,573.4 $3,340.1 $3,130.8 $2,915.1 Free Cash Flow Margin 11.5% 12.4% 13.2% 11.7% 9.8%
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12 Reconciliation of Forecasted EBITDA and Adjusted EBITDA ebm-papst Forecasted (unaudited) Twelve months ended December 31, 2026 Net Sales $2,772 Net Income 130 Income Tax Provision 28 Depreciation and Amortization 128 EBITDA 286 Adjustments: One-Time IT Costs1 29 One-Time Transformation Costs2 14 Restructuring and Severance3 11 Other (income) and expenses4 3 Adjusted EBITDA $343 Adjusted EBITDA Margin 12.4% Expected cost synergies by end of year three 160 Adjusted EBITDA, including expected cost synergies by end of year three $503 Note: The financial information relating to ebm-papst has been prepared in accordance with HGB and has not been prepared in accordance with GAAP. See the Disclaimer for additional details. Assumes an exchange rate of 1 EUR to 1.14 USD. 1 Represents costs related to global harmonization and enhancement of the Company’s IT environment, primarily consisting of internal personnel costs, license fees, maintenance fees, and external IT consulting support. 2 Represents costs related to specific transformation projects, consisting of external legal and consulting costs as well as internal personnel expenses. 3 Represents costs and expenses in connection with various restructuring initiatives. 4 Represents other non-operating items outside of core operations. Presented in millions
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13 Purchase price reconciliation Euros U.S. Dollars1 Enterprise Value €5,100 $5,814 Pension provision (132) (150) Lease liability (29) (34) Income tax balances (22) (25) Other non-debt liabilities2 (148) (168) Working capital adjustment 5 6 Enterprise Purchase Price €4,775 $5,444 Expected future tax savings3 (371) (423) Effective Enterprise Purchase Price €4,404 $5,021 Note: Totals are calculated in whole dollars, may not foot to components above. 1 Assumes an exchange rate of 1 EUR to 1.14 USD. 2 Includes employee bonus incentives, retirement provisions, and restructuring accruals. 3 Based on the net present value of the expected amortization of intangible assets over 15 years after the closing. Presented in millions