Earnings release
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STEEL PARTNERS HOLDINGS L.P. A Delaware Limited Partnership 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY 10022 Company Address Telephone: (212) 520-2300 Corporate Website: www.steelpartners.com Email Investor Relations: jgolembeske@steelpartners.com SIC Code: 3390 Quarterly Report For the period ended September 30, 2025 (the “Reporting Period”) The number of shares outstanding of our Common Units is 19,084,607 as of September 30, 2025 The number of shares outstanding of our Common Units was 19,078,201 as of December 31, 2024 Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934): Yes: ☐ No: ☑ Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ☐ No: ☑ Indicate by check mark whether a change in control of the company has occurred over this reporting period: Yes: ☐ No: ☑
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Item 1 Exact name of the issuer and the address of its principal executive offices. The issuer and its principal executive office Steel Partners Holdings L.P. 590 Madison Avenue, 32nd Floor New York, NY 10022 Investor Relations Contact Jennifer Golembeske (212) 520-2300 jgolembeske@steelpartners.com Item 2 Shares outstanding. Common Units Outstanding at September 30, 2025 no par value 19,084,607 6.0% Series A Preferred Units Outstanding at September 30, 2025 no par value 4,099,865 As of September 30, 2025, we had approximately 200 unitholders of record of Common Units and 48 unitholders of record of 6.0% Series A Preferred Units. 1
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Item 3 Interim financial statements. The interim financial statements are attached at the end of this Disclosure Statement. Page Consolidated Balance Sheets 4 Consolidated Statement of Operations 5 Consolidated Statements of Comprehensive Income 6 Consolidated Statements of Changes in Capital 7 Consolidated Statements of Cash Flows 9 Notes to Consolidated Financial Statements 10 Item 4 Management’s discussion and analysis or plan of operation. The company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations are attached at the end of this Disclosure Statement starting on page 36. Item 5 Legal proceedings. Please refer to Note 14 - Commitments and Contingencies, attached at the end of this Disclosure Statement starting on page 28. Item 6 Defaults upon senior securities. None noted. Item 7 Other information. None noted. 2
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Item 8 Exhibits. None noted. Item 9 Certifications. I, Warren G. Lichtenstein, certify that: 1. I have reviewed this quarterly disclosure statement of Steel Partners Holdings L.P.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Date : November 10, 2025 /s/ Warren G. Lichtenstein Warren G. Lichtenstein Executive Chairman I, Ryan O'Herrin, certify that: 1. I have reviewed this quarterly disclosure statement of Steel Partners Holdings L.P.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Date : November 10, 2025 /s/ Ryan O'Herrin Ryan O'Herrin Chief Financial Officer 3
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PART I - FINANCIAL INFORMATION Item 3. Financial Statements STEEL PARTNERS HOLDINGS L.P. Consolidated Balance Sheets (Unaudited) (in thousands, except common units) September 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 460,468 $ 404,442 Trade and other receivables - net of allowance for doubtful accounts of $1,840 and $1,509, respectively 238,549 227,996 Loans receivable, including loans held for sale of $849,444 and $739,822, respectively, net 1,854,982 1,566,981 Inventories, net 205,121 195,617 Prepaid expenses and other current assets 45,952 48,649 Total current assets 2,805,072 2,443,685 Long-term loans receivable, net 162,813 231,262 Goodwill 146,004 145,670 Other intangible assets, net 85,792 97,280 Deferred tax assets 29,066 80,273 Other non-current assets 88,818 149,429 Property, plant and equipment, net 269,318 275,775 Pension asset 6,590 5,903 Operating lease right-of-use assets 74,754 66,297 Long-term investments 188,376 84,693 Total Assets $ 3,856,603 $ 3,580,267 LIABILITIES AND CAPITAL Current liabilities: Accounts payable $ 152,083 $ 131,768 Accrued liabilities 124,116 101,592 Deposits 1,614,977 1,483,241 Short-term preferred unit liability 102,019 — Other current liabilities 95,525 101,768 Total current liabilities 2,088,720 1,818,369 Long-term deposits 248,185 173,801 Long-term debt 56,987 119,588 Other borrowings 18 1,632 Preferred unit liability — 155,613 Accrued pension liabilities 15,510 16,447 Deferred tax liabilities 2,789 10,047 Long-term operating lease liabilities 62,254 53,134 Other non-current liabilities 60,464 58,212 Total Liabilities 2,534,927 2,406,843 Commitments and Contingencies Capital: Partners' capital common units: 19,084,607 and 19,078,201 issued and outstanding (after deducting 10,737,243 and 20,727,941 units held in treasury, at cost of $170,237 and $438,708), respectively 1,417,781 1,234,793 Accumulated other comprehensive loss (96,518) (102,381) Total Partners' Capital 1,321,263 1,132,412 Noncontrolling interests in consolidated entities 413 41,012 Total Capital 1,321,676 1,173,424 Total Liabilities and Capital $ 3,856,603 $ 3,580,267 See accompanying Notes to Consolidated Financial Statements 4
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STEEL PARTNERS HOLDINGS L.P. Consolidated Statements of Operations (Unaudited) (in thousands, except common units and per common unit data) 2025 2024 2025 2024 Revenue: Diversified Industrial net sales $ 322,741 $ 318,642 $ 962,141 $ 945,576 Energy net revenue 38,549 40,266 114,946 109,182 Financial Services revenue 136,285 113,027 378,651 338,575 Supply Chain revenue 45,972 48,488 139,085 136,595 Total revenue 543,547 520,423 1,594,823 1,529,928 Costs and expenses: Cost of goods sold 301,939 295,577 890,273 872,929 Selling, general and administrative expenses 147,667 137,310 436,984 412,301 Asset impairment charge — 530 195 530 Finance interest expense 19,820 22,648 53,769 69,697 Provision for credit losses 2,014 7,085 9,352 10,159 Interest expense 2,125 1,993 8,166 5,074 Realized and unrealized (gains) losses on securities, net (26,229) 2,060 (43,370) (2,994) Other expense (income), net (210) 123 (1,247) (2,489) Total costs and expenses 447,126 467,326 1,354,122 1,365,207 Income from operations before income taxes and equity method investments 96,421 53,097 240,701 164,721 Income tax provision (benefit) 25,191 16,224 63,576 (31,906) Loss of associated companies, net of taxes — — — 7 Net income 71,230 36,873 177,125 196,620 Net loss (income) attributable to noncontrolling interests in consolidated entities — (457) (43) (9,635) Net income attributable to common unitholders $ 71,230 $ 36,416 $ 177,082 $ 186,985 Net income per common unit - basic Net income attributable to common unitholders $ 3.75 $ 1.83 $ 9.32 $ 9.19 Net income per common unit - diluted Net income attributable to common unitholders $ 3.43 $ 1.65 $ 8.26 $ 8.02 Weighted-average number of common units outstanding - basic 18,983,046 19,929,713 19,008,465 20,338,033 Weighted-average number of common units outstanding - diluted 21,483,763 23,985,875 22,460,940 24,470,418 Three Months Ended September 30, Nine Months Ended September 30, See accompanying Notes to Consolidated Financial Statements 5
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STEEL PARTNERS HOLDINGS L.P. Consolidated Statements of Comprehensive Income (Unaudited) (in thousands) 2025 2024 2025 2024 Net income $ 71,230 $ 36,873 $ 177,125 $ 196,620 Other comprehensive income (loss), net of taxes: Currency translation adjustments 349 2,234 5,863 520 Changes in pension liabilities and other post-retirement benefit obligations — (444) — (444) Other comprehensive income (loss) 349 1,790 5,863 76 Comprehensive income 71,579 38,663 182,988 196,696 Comprehensive loss (income) attributable to noncontrolling interests — (457) (43) (9,635) Comprehensive income attributable to common unitholders $ 71,579 $ 38,206 $ 182,945 $ 187,061 Three Months Ended September 30, Nine Months Ended September 30, See accompanying Notes to Consolidated Financial Statements 6
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STEEL PARTNERS HOLDINGS L.P. Consolidated Statements of Changes in Capital (Unaudited) (in thousands, except common units and treasury units) Common Units Treasury Units Partners' Capital Accumulated Other Comprehensive Loss Total Partners' Capital Noncontrolling Interests in Consolidated Entities Total Capital Units Dollars Balance as of December 31, 2024 39,806,142 (20,727,941) $ (438,708) $ 1,234,793 $ (102,381) $ 1,132,412 $ 41,012 $ 1,173,424 Net income — — — 29,002 — 29,002 51 29,053 Currency translation adjustments — — — — 1,614 1,614 — 1,614 Equity compensation - restricted units 72,039 — — 411 — 411 — 411 Tax withholding related to vesting of restricted units (609) — — (26) — (26) — (26) Purchases of SPLP common units — (3,132) (127) (127) — (127) — (127) Purchases of subsidiary shares from noncontrolling interest — — — 7,198 — 7,198 (41,076) (33,878) Adjustment to interest in consolidated subsidiaries — — — — — — 367 367 Other, net — — — (114) — (114) — (114) Balance as of March 31, 2025 39,877,572 (20,731,073) (438,835) 1,271,137 (100,767) 1,170,370 354 1,170,724 Net income — — — 76,850 — 76,850 (8) 76,842 Currency translation adjustments — — — — 3,900 3,900 — 3,900 Equity compensation - restricted units 7,500 — — 630 — 630 — 630 Tax withholding related to vesting of restricted units (3,818) — — (12) — (12) — (12) Purchases of SPLP common units — (47,782) (1,876) (1,876) — (1,876) — (1,876) Retirement of treasury stock (10,053,098) 10,053,098 270,958 — — — — — Other, net — — — 1 — 1 48 49 Balance as of June 30, 2025 29,828,156 (10,725,757) (169,753) 1,346,730 (96,867) 1,249,863 394 1,250,257 Net income — — — 71,230 — 71,230 — 71,230 Currency translation adjustments — — — — 349 349 — 349 Equity compensation - restricted units (4,841) — — 368 — 368 — 368 Tax withholding related to vesting of restricted units (1,465) — — (62) — (62) — (62) Purchases of SPLP common units — (11,486) (484) (484) — (484) — (484) Other, net — — — (1) — (1) 19 18 Balance as of September 30, 2025 29,821,850 (10,737,243) $ (170,237) $ 1,417,781 $ (96,518) $ 1,321,263 $ 413 $ 1,321,676 Steel Partners Holdings L.P. Common Unitholders 7
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Common Units Treasury Units Partners' Capital Accumulated Other Comprehensive Loss Total Partners' Capital Noncontrolling Interests in Consolidated Entities Total Capital Units Dollars Balance as of December 31, 2023 39,663,374 (18,367,307) $ (329,297) $ 1,079,853 $ (121,223) $ 958,630 $ 46,778 $ 1,005,408 Net income — — — 34,231 — 34,231 570 34,801 Currency translation adjustments — — — — (1,110) (1,110) — (1,110) Equity compensation - restricted units 2,995 — — 381 — 381 — 381 Tax withholding related to vesting of restricted units (609) — — (587) — (587) — (587) Share-based long term incentive plan unit awards 27,538 — — 1,604 — 1,604 — 1,604 Purchases of SPLP common units — (933,787) (39,487) (39,487) — (39,487) — (39,487) Adjustment to interest in consolidated subsidiaries — — — — — — 155 155 Other, net — — — 34 — 34 11 45 Balance as of March 31, 2024 39,693,298 (19,301,094) (368,784) 1,076,029 (122,333) 953,696 47,514 1,001,210 Net income — — — 116,338 — 116,338 8,608 124,946 Currency translation adjustments — — — — (604) (604) — (604) Equity compensation - restricted units 125,577 — — 522 — 522 — 522 Tax withholding related to the vesting of restricted units (1,515) — — (55) — (55) — (55) Purchases of SPLP common units — (43,557) (1,646) (1,646) — (1,646) — (1,646) Adjustment to interest in consolidated subsidiaries — — — — — — (10,697) (10,697) Other, net — — — 10 — 10 46 56 Balance as of June 30, 2024 39,817,360 (19,344,651) (370,430) 1,191,198 (122,937) 1,068,838 45,471 1,113,732 Net income — — — 36,416 — 36,416 457 36,873 Currency translation adjustments — — — — 2,234 2,234 — 2,234 Changes in pension liabilities and post-retirement benefit obligations — — — — (444) (444) — (444) Equity compensation - restricted units 2,793 — — 765 — 765 — 765 Tax withholding related to vesting of restricted units (10,554) — — (417) — (417) — (417) Purchases of SPLP common units — (1,281,616) (63,937) (63,937) — (63,937) — (63,937) Adjustment to interest in consolidated subsidiaries — — — — — — (5,112) (5,112) Other, net — — — (21) — (21) — (21) Balance as of September 30, 2024 39,809,599 (20,626,267) $ (434,367) $ 1,164,004 $ (121,147) $ 1,042,857 $ 40,816 $ 1,083,673 Steel Partners Holdings L.P. Common Unitholders See accompanying Notes to Consolidated Financial Statements 8
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STEEL PARTNERS HOLDINGS L.P. Consolidated Statements of Cash Flows (Unaudited) (in thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net income $ 177,125 $ 196,620 Adjustments to reconcile net income from operations to net cash (used in) provided by operating activities: Provision for credit losses 9,352 10,159 Loss of associated companies, net of taxes — 7 Realized and unrealized gains on securities, net (43,370) (2,994) Derivative gains on economic interests in loans — (4,187) Non-cash pension expense 2,117 4,199 Deferred income taxes 43,735 (65,224) Depreciation and amortization 44,889 43,839 Non-cash lease expense 17,318 17,342 Equity-based compensation 1,409 1,668 Asset impairment charges 195 530 Other (399) 1,317 Net change in operating assets and liabilities: Trade and other receivables (8,660) (24,479) Inventories (8,423) (8,243) Prepaid expenses and other assets (10,767) 2,544 Accounts payable, accrued and other liabilities 35,313 (20,590) Net decrease in loans held for sale (109,624) 215,665 Net cash provided by operating activities $ 150,210 $ 368,173 Cash flows from investing activities: Purchases of investments (241,116) (50,706) Proceeds from sales of investments 52,067 13,788 Proceeds from maturities of investments 192,065 16,832 Loan originations, net of collections (119,547) 76,790 Purchases of property, plant and equipment (24,336) (55,712) Proceeds from sale of property, plant and equipment 1,347 1,501 Other (163) (181) Net cash (used in) provided by investing activities $ (139,683) $ 2,312 Cash flows from financing activities: Net revolver repayments (62,550) (71,149) Repayments of term loans (51) (51) Purchases of the Company's common units (2,487) (105,070) Purchases of the Company's preferred units (55,350) (1,830) Net decrease in other borrowings (2,327) (10,528) Distribution to preferred unitholders (6,013) (7,139) Purchase of subsidiary shares from noncontrolling interests (33,512) (16,181) Tax withholding related to vesting of restricted units (100) (1,059) Net increase (decrease) in deposits 206,120 (347,430) Net cash provided by (used in) financing activities $ 43,730 $ (560,437) Net change for the period 54,257 (189,952) Effect of exchange rate changes on cash and cash equivalents 1,769 148 Cash, cash equivalents and restricted cash at beginning of period 404,442 577,928 Cash, cash equivalents and restricted cash at end of period $ 460,468 $ 388,124 See accompanying Notes to Consolidated Financial Statements 9
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) All amounts used in the Notes to Consolidated Financial Statements are in thousands, except common and preferred units, per common and preferred unit, share and per share data, and price per ounce. 1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION Nature of the Business Steel Partners Holdings L.P. ("we," "our," "SPLP," or "Company") is a diversified global holding company that engages in multiple businesses through consolidated subsidiaries and other interests. It owns and operates businesses and has significant interests in various companies, including diversified industrial products, energy, defense, supply chain management and logistics, banking and youth sports. SPLP operates through the following segments: Diversified Industrial, Energy, Financial Services and Supply Chain, which are managed separately and offer different products and services. For additional details related to the Company's reportable segments, see Note 16 - "Segment Information." Steel Partners Holdings GP Inc. ("SPH GP"), a Delaware corporation, is the general partner of SPLP and is wholly-owned by SPLP. The Company is managed by SP General Services LLC ("Manager"), pursuant to the terms of an amended and restated management agre ement (the "Management Agreement") discussed in further detail in Note 15 - "Related Party Transactions." Basis of Presentation The accompanying unaudited consolidated financial statements as of September 30, 2025 and for the three and nine month periods ended September 30, 2025 and 2024, which have been prepared by the Company in accordance with the Alternative Reporting Standard: OTCQX U.S. and OTCQB Disclosure Guidelines offered by the OTC Marke ts Group ("OTC") for interim periods, include the accounts of the Company and its consolidated subsidiaries. In t he opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have bee n reflected herein. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicati ve of the operating results for the full year. The accompanying unaudited consolidated financial statements should be re ad in conjunction with the Company's audited consolidated financial statements included in its Annual Report for the fisca l year ended December 31, 2024 ("Annual Report"), from which the consolidated balance sheet as of December 31, 2024 has been derived. The Company's fiscal quarter ends on the last day of the calendar quarter; however, for certa in subsidiaries of the Company, the fiscal quarter periods end on the Saturday that is closest to the last day of the calendar quarter, except for the last quarterly period of the fiscal year. The Company and all its subsidiaries close their books for fiscal years on December 31. For ease of presentation, the quarterly financial statements included herein are describe d as ending on the last day of the calendar quarter. Certain financial information that is normally included in annual financial stat ements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"), but is not required for interim reporting purposes, has been condensed or omitted. Management must make estimates and assumptions that affect the consoli dated financial statements and the related footnote disclosures. While management uses its best judgment, actual results may differ from those estimates. Certain reclassifications have been made to the prior period financial statements and notes to conform to the current period presentation. Adoption of New Accounting Standards In August 2023, the FASB issued Accounting Standard Update No. 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement ("ASU 2023-05"). ASU 2023-05 applies to the formation of a "joint venture" or a "corporate joint venture" and requires a joint venture to initial ly measure all contributions received upon its formation at fair value. The new guidance is applicable to joint venture enti ties with a formation date on or after January 1, 2025, on a prospective basis. The Company adopted ASU 2023-05 on January 1, 2025. The adoption of this ASU had no impact on the Company's consolidated balance sheets or income statements. Accounting Standards Not Yet Effective In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based N oncash Consideration from a Customer in a Revenue Contract, ("ASU 2025-07"). This ASU excludes from derivative accounting non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. The amendments are 10
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effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact of this accounting standard; however, adoption is not expected to impact its consolidated balance sheets or income statements. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the accounting for internal-use software costs to better align with the way that software is c urrently developed. The update removes all reference to the project stages of software development and establishes two crite ria that must be met to begin capitalizing software costs. The amendments are effective for annual reporting periods beginning after Decem ber 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating this guidance to determine the impact of this accounting standard; however, adoption is not expected to impact its consolidated balance sheets or income statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) ("ASU 2025-05"). The amendments in ASU 2025-05 provide a practical expedient that allows entities to assume current economic conditions as of the balance sheet date will remain unchanged throughout the reasonable and supportable forecast period when estimating expected credit losses for eligible financial assets, including trade receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financ ial statements have not yet been issued or made available for issuance. The Company is currently evaluating this guidance to determine the impact of this accounting standard; however, adoption is not expected to impact its consolidated balance sheets or income statements. In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("ASU 2025-03"). The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable i nterest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating this guidance to determine the impact of this accounting standard; however, adoption is not expected to impact its consolidated balance sheets or income statements. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"), which requires a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statement s for interim and annual reporting periods. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"), to clarify the effective date of ASU 2024-03. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors: (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entit ies. Early adoption is permitted. The new guidance may be applied either on a prospective or retrospective basis. The amendme nts in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on the Company's consolida ted financial statement disclosures; however, adoption is not expected to impact its consolidated balance sheets or income statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The new guidance requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a quantitative threshold. The new guidance is effective for public business entities for annual reporting periods beginning after December 15, 2024, with early adoption and retrospective application permitted. The Company is currently evaluating this guidance to determine the impact it may have on i ts consolidated financial statement disclosures; however, adoption will not impact its consolidated balance sheets or income statements. 11
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2. REVENUES Disaggregation of Revenues Revenues are disaggregated at the Company's segment level since the segment cate gories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. For additional details related to the Company's reportable segments, see Note 16 - "Segment Information." The following table presents the Company's revenues disaggregated by geography for the three and nine months ended September 30, 2025 and 2024. The Company's revenues are primarily derived domestically. Foreign revenues are based on the country in which the legal subsidiary generating the revenue is domiciled. Revenue from any single foreign country was not material to the Company's consolidated financial statements. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 United States $ 491,236 $ 464,471 $ 1,437,877 $ 1,368,289 Foreign 52,311 55,952 156,946 161,639 Total revenue $ 543,547 $ 520,423 $ 1,594,823 $ 1,529,928 Contract Balances Differences in the timing of revenue recognition, billings and cash collections result in billed trade receivables, unbilled receivables (contract assets) and deferred revenues (contract liabilities) on the consolidated balance sheets. Contract Assets Unbilled receivables arise when the timing of billings to customers differs from the timing of revenue recognition, such as when the Company recognizes revenue over time before a customer can be billed. Contra ct assets are classified as Prepaid expenses and other current assets on the consolidated balance sheets. As of September 30, 2025 and December 31, 2024, the contract asset balance was $5,337 and $3,409, respectively. Contract Liabilities The Company records deferred revenues when cash payments are received or due in advance of the Company's performance, including amounts that are refundable, which are recorded as contract liabili ties. Contract liabilities are classified as Other current liabilities on the consolidated balance sheets, based on the timi ng of when the Company expects to recognize revenue. Contract Liabilities Balance at December 31, 2024 $ 6,010 Deferral of revenue 14,081 Recognition of unearned revenue (13,964) Balance at September 30, 2025 $ 6,127 Balance at December 31, 2023 $ 7,388 Deferral of revenue 14,805 Recognition of unearned revenue (16,120) Balance at September 30, 2024 $ 6,073 3. LOANS RECEIVABLE, INCLUDING LOANS HELD FOR SALE Major classifications of Loans receivable, including loans held for sale, held by WebBank a s of September 30, 2025 and December 31, 2024 are as follows: 12
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Total Current Non-current September 30, 2025 % December 31, 2024 % September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 Loans held for sale $ 849,444 $ 739,822 $ 849,444 $ 739,822 $ — $ — Commercial real estate loans $ 4,722 — % $ 4,485 — % $ — $ — $ 4,722 $ 4,485 Commercial and industrial 1,080,151 91 % 969,702 90 % 931,958 760,125 148,193 209,577 Consumer loans 107,277 9 % 110,697 10 % 93,967 88,350 13,310 22,347 Total loans 1,192,150 100 % 1,084,884 100 % 1,025,925 848,475 166,225 236,409 Less: Allowance for credit losses (23,799) (26,463) (20,387) (21,316) (3,412) (5,147) Total loans receivable, net $ 1,168,351 $ 1,058,421 1,005,538 827,159 162,813 231,262 Loans receivable, including loans held for sale (a) $ 1,854,982 $ 1,566,981 $ 162,813 $ 231,262 (a) The amortized cost of loans receivable, including loans held for sale, is considered to be representative of fair value because the rates of interest are not significantly different from market interest rates for instruments with similar maturities. The fair value of loans receivable, including loans held for sale, was $2,013,287 and $1,798,486 as of September 30, 2025 and December 31, 2024, respectively. Loans with an amortized cost of approximately $174,319 and $225,601 were pledged as collateral for potential borrowings as of September 30, 2025 and December 31, 2024, respectively. WebBank serviced $1,699 and $1,699 in loans for others as of September 30, 2025 and December 31, 2024, respectively. WebBank sold loans classified as loans held for sale of $34,390,153 and $20,355,843 during the nine months ended September 30, 2025 and 2024, respectively. The sold loans were derecognized from the consolidated balance sheets. Loans classified as loans held for sale primarily consist of consumer and small business loans. Amounts added to loans held for sale during the same periods were $34,585,000 and $20,332,799, respectively. WebBank's allowance for credit losses ("ACL") increased $1,135, or 5.0%, during the three months ended September 30, 2025 and decreased $2,664, or 10.1% during the nine months ended September 30, 2025. For the three months ended September 30, 2025, the increase is primarily driven due to an increase in loan balances. For the nine months ended September 30, 2025, the decrease was due to charge-offs on consumer and industrial loans that were previously reserved for. Changes in the ACL are summarized as follows: Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total December 31, 2024 $ 252 $ 17,805 $ 8,406 $ 26,463 Charge-offs — (7,662) (1,087) (8,749) Recoveries — 327 86 413 Provision 12 2,515 1,303 3,830 March 31, 2025 $ 264 $ 12,985 $ 8,708 $ 21,957 Charge-offs — (1,949) (1,022) (2,971) Recoveries — 554 286 840 Provision (benefit) 19 5,228 (2,409) 2,838 June 30, 2025 $ 283 $ 16,818 $ 5,563 $ 22,664 Charge-offs — (1,354) (815) (2,169) Recoveries 6 273 75 354 (Benefit) provision (11) 2,626 335 2,950 September 30, 2025 $ 278 $ 18,363 $ 5,158 $ 23,799 13
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Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total December 31, 2023 $ 75 $ 14,744 $ 10,667 $ 25,486 Charge-offs — (2,644) (2,100) (4,744) Recoveries — 399 164 563 Provision (benefit) 63 946 (194) 815 March 31, 2024 $ 138 $ 13,445 $ 8,537 $ 22,120 Charge-offs — (2,051) (1,285) (3,336) Recoveries — 391 66 457 Provision 18 716 846 1,580 June 30, 2024 $ 156 $ 12,501 $ 8,164 $ 20,821 Charge-offs — (2,106) (1,305) (3,411) Recoveries — 315 79 394 Provision 32 5,742 1,058 6,832 September 30, 2024 $ 188 $ 16,452 $ 7,996 $ 24,636 The ACL and outstanding loan balances are summarized as follows: September 30, 2025 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for credit losses: Individually evaluated for impairment $ — $ 4,437 $ — $ 4,437 Collectively evaluated for impairment 278 13,926 5,158 19,362 Total $ 278 $ 18,363 $ 5,158 $ 23,799 Outstanding loan balances: Individually evaluated for impairment $ — $ 14,626 $ — $ 14,626 Collectively evaluated for impairment 4,722 1,065,525 107,277 1,177,524 Total $ 4,722 $ 1,080,151 $ 107,277 $ 1,192,150 December 31, 2024 Commercial Real Estate Loans Commercial & Industrial Consumer Loans Total Allowance for loan losses: Individually evaluated for impairment $ — $ 6,360 $ — $ 6,360 Collectively evaluated for impairment 252 11,445 8,406 20,103 Total $ 252 $ 17,805 $ 8,406 $ 26,463 Outstanding loan balances: Individually evaluated for impairment $ — $ 27,798 $ — $ 27,798 Collectively evaluated for impairment 4,485 941,904 110,697 1,057,086 Total $ 4,485 $ 969,702 $ 110,697 $ 1,084,884 Nonaccrual and Past Due Loans Commercial and industrial loans past due 90 days or more and still accruing interest we re $4,130 and $8,140 at September 30, 2025 and December 31, 2024, respectively. Consumer loans past due 90 days or more and still accruing interest were $810 and $1,100 at September 30, 2025 and December 31, 2024, respectively. The Company had $9,810 and $26,342 nonaccrual loans at September 30, 2025 and December 31, 2024, respectively. Past due loans (accruing and nonaccruing) are summarized as follows: September 30, 2025 Current 30-89 Days Past Due 90+ Days Past Due Total Past Due Total Loans Recorded Investment In Accruing Loans 90+ Days Past Due Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 4,722 $ — $ — $ — $ 4,722 $ — $ — Commercial and industrial 1,059,581 16,440 4,130 20,570 1,080,151 4,130 9,810 Consumer loans 103,767 2,700 810 3,510 107,277 810 — Total loans $ 1,168,070 $ 19,140 $ 4,940 $ 24,080 $ 1,192,150 $ 4,940 $ 9,810 14
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December 31, 2024 Current 30-89 Days Past Due 90+ Days Past Due Total Past Due Total Loans Recorded Investment In Accruing Loans 90+ Days Past Due Nonaccrual Loans That Are Current (a) Commercial real estate loans $ 4,485 $ — $ — $ — $ 4,485 $ — $ — Commercial and industrial 949,692 11,870 8,140 20,010 969,702 8,140 26,342 Consumer loans 107,327 2,270 1,100 3,370 110,697 1,100 — Total loans $ 1,061,504 $ 14,140 $ 9,240 $ 23,380 $ 1,084,884 $ 9,240 $ 26,342 (a) Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected. Credit Quality Indicators In addition to the past due and nonaccrual criteria, loans are analyzed using a loan gra ding system. Generally, internal grades are assigned to commercial loans based on the performance of the loans, financial/ statistical models and loan officer judgment. For consumer loans and some commercial and industrial loans, the primary credit qua lity indicator is payment status. Reviews and grading of loans with unpaid principal balances of $100 or more are performed once per year. Grades follow definitions of Pass, Special Mention, Substandard and Doubtful, which are consistent with published definitions of regulatory risk classifications. The definitions of Pass, Special Mention, Substandard and Doubtful are summarized as follows: • Pass: An asset in this category is a higher quality asset and does not fit any of the other categories described below. The likelihood of loss is considered remote. • Special Mention: An asset in this category has a specific weakness or problem but does not currently present a significant risk of loss or default as to any material term of the loan or financing agreement. • Substandard: An asset in this category has a developing or minor weakness or weaknesses that could result in loss or default if deficiencies are not corrected or adverse conditions arise. • Doubtful: An asset in this category has an existing weakness or weaknesses that have developed into a serious risk of significant loss or default with regard to a material term of the financing agreement. Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality indi cators are summarized as follows: September 30, 2025 Non - Graded Pass Special Mention Sub- standard Doubtful Total Loans Commercial real estate loans $ — $ 4,722 $ — $ — $ — $ 4,722 Commercial and industrial 893,883 171,642 — 14,626 — 1,080,151 Consumer loans 107,278 — — — — 107,278 Total loans $ 1,001,161 $ 176,364 $ — $ 14,626 $ — $ 1,192,151 December 31, 2024 Non - Graded Pass Special Mention Sub- standard Doubtful Total Loans Commercial real estate loans $ — $ 4,485 $ — $ — $ — $ 4,485 Commercial and industrial 731,622 210,282 — 27,798 — 969,702 Consumer loans 110,697 — — — — 110,697 Total loans $ 842,319 $ 214,767 $ — $ 27,798 $ — $ 1,084,884 The following table represents the amortized cost basis loan balances by year of origination and credit quality indicator: 15
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As of September 30, 2025 Revolving loans amortized cost basis Amortized Cost Basis by Origination Year 2025 2024 2023 2022 2021 Prior Total Commercial Real Estate Loans Risk Rating: Pass $ 318 $ 2,496 $ 1,091 $ 545 $ 96 $ 176 $ — $ 4,722 Total Commercial Real Estate Loans $ 318 $ 2,496 $ 1,091 $ 545 $ 96 $ 176 $ — $ 4,722 Commercial & Industrial Risk Rating: Pass $ 31,165 $ 12,409 $ 26,332 $ 47,567 $ 54,170 $ — $ — $ 171,643 Non - graded 690,095 29,045 811 105 589 765 172,475 893,885 Sub-standard 4,153 586 77 9,810 — — — 14,626 Total Commercial & Industrial $ 725,413 $ 42,040 $ 27,220 $ 57,482 $ 54,759 $ 765 $ 172,475 $ 1,080,154 Current period gross charge-offs $ 190 $ 2,458 $ 751 $ 4,691 $ 11 $ 2,771 $ 93 $ 10,965 Consumer Loans Risk Rating: Non - graded $ 31,350 $ 17,405 $ 18,694 $ 5,541 $ 416 $ 82 $ 33,789 $ 107,277 Total Consumer Loans $ 31,350 $ 17,405 $ 18,694 $ 5,541 $ 416 $ 82 $ 33,789 $ 107,277 Current period gross charge-offs $ 229 $ 910 $ 1,229 $ 527 $ 25 $ 4 $ — $ 2,924 As of December 31, 2024 Revolving loans amortized cost basis Amortized Cost Basis by Origination Year 2024 2023 2022 2021 2020 Prior Total Commercial Real Estate Loans Risk Rating: Pass $ 1,602 $ 1,102 $ 579 $ 97 $ 59 $ 1,046 $ — $ 4,485 Total Commercial Real Estate Loans $ 1,602 $ 1,102 $ 579 $ 97 $ 59 $ 1,046 $ — $ 4,485 Commercial & Industrial Risk Rating: Pass $ 12,386 $ 78,722 $ 68,967 $ 49,974 $ 233 $ — $ — $ 210,282 Non - graded 562,512 9,193 571 1,712 3,131 5 154,498 731,622 Sub-standard 1,360 96 23,906 — — 2,436 — 27,798 Total Commercial & Industrial $ 576,258 $ 88,011 $ 93,444 $ 51,686 $ 3,364 $ 2,441 $ 154,498 $ 969,702 Current period gross charge-offs $ 3,088 $ 5,196 $ 1,830 $ 112 $ 296 $ 54 $ — $ 10,576 Consumer Loans Risk Rating: Non - graded $ 43,952 $ 34,964 $ 11,688 $ 872 $ 69 $ 96 $ 19,056 $ 110,697 Total Consumer Loans $ 43,952 $ 34,964 $ 11,688 $ 872 $ 69 $ 96 $ 19,056 $ 110,697 Current period gross charge-offs $ 303 $ 3,727 $ 1,615 $ 126 $ 33 $ 105 $ — $ 5,909 Impaired Loans Loans are considered impaired when, based on current information and events, it is probable that WebBank will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement, including scheduled interest payments. When loans are impaired, WebBank estimates the amount of the balance t hat is impaired and allocates additional reserves to the loan based on the estimated present value of the loan’s future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the loan’s underlying c ollateral less the cost to sell. When the impairment is based on the fair value of the loan's underlying collateral, the portion of the balance that is impaired is generally charged off. 16
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4. INVENTORIES, NET A summary of Inventories, net is as follows: September 30, 2025 December 31, 2024 Finished products $ 57,446 $ 63,667 In-process 35,892 32,744 Raw materials 55,831 60,149 Fine and fabricated precious metal in various stages of completion 57,246 38,745 206,415 195,305 LIFO reserve (1,294) 312 Total $ 205,121 $ 195,617 Fine and Fabricated Precious Metal Inventory In order to produce certain of its products, the Company purchases, maintains and utilizes precious metal inventory. The Company records certain precious metal inventory at the lower of last-in-first-out ("LIFO") cost or market value, with any adjustments recorded through Cost of goods sold. Remaining precious metal inventory is accounted for primarily at fair value. The Company obtains certain precious metals under a fee consignment agreement. As of Sept ember 30, 2025 and December 31, 2024, the Company had approximately $46,698 and $36,117, respectively, of precious metals, principally silver, under consignment, which are recorded at fair value in Inventories, net with a corresponding liabi lity for the same amount recorded in Accounts payable on the Company's consolidated balance sheets. Fees charged under the consignment agreement are recorded in Interest expense in the Company's consolidated statements of operations. September 30, 2025 December 31, 2024 Supplemental inventory information: Precious metals stated at LIFO cost $ 5,264 $ 1,472 Precious metals stated under non-LIFO cost methods, primarily at fair value $ 50,689 $ 37,585 Market price per ounce: Silver $ 46.32 $ 28.92 Gold $ 3,788.95 $ 2,633.92 Platinum $ 1,552.29 $ 907.78 Palladium $ 1,273.96 $ 915.20 5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET A summary of the change in the carrying amount of goodwill by reportable segment is as follows: Diversified Industrial Energy Financial Services Supply Chain Corporate and Other Total Balance as of December 31, 2024 Gross goodwill $ 155,337 $ 67,143 $ 9,474 $ 19,703 $ 81 $ 251,738 Accumulated impairments (41,278) (64,790) — — — (106,068) Net goodwill 114,059 2,353 9,474 19,703 81 145,670 Currency translation adjustments 334 — — — — 334 Balance as of September 30, 2025 Gross goodwill 155,671 67,143 9,474 19,703 81 252,072 Accumulated impairments (41,278) (64,790) — — — (106,068) Net goodwill $ 114,393 $ 2,353 $ 9,474 $ 19,703 $ 81 $ 146,004 As of September 30, 2025 and December 31, 2024, the Electrical Products reporting unit, which is included within the Diversified Industrial segment, had goodwill of $46,914 and $46,611, respectively. As of December 1, 2024 the Electrical Products reporting unit's fair value exceeded its net book value by 13%. As of September 30, 2025, the Company did not identify indicators of impairment for the Electrical Products reporting unit. The fair value of t he Electrical Products reporting unit can be significantly impacted by the reporting unit's performance, the amount and timing of expect ed future cash flows, decreased customer demand for Electrical Products' services, management's ability to execute i ts business strategies, and general market conditions, such as economic downturns, and changes in interest rates, including discount rates. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Compa ny's estimates. Based on our assessment of 17
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these circumstances, we have determined that goodwill at our Electrical Products reporting unit is at risk for future impairment if the Company's ongoing cash flow projections are not met or if market factors utilized in t he impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record impairment charges in future periods. A summary of Other intangible assets, net is as follows: September 30, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 217,530 $ 167,874 $ 49,656 $ 216,675 $ 157,854 $ 58,821 Trademarks, trade names and brand names 57,207 26,384 30,823 57,116 25,121 31,995 Developed technology, patents and patent applications 33,565 28,252 5,313 33,312 26,848 6,464 Other 16,647 16,647 — 16,610 16,610 — Total $ 324,949 $ 239,157 $ 85,792 $ 323,713 $ 226,433 $ 97,280 Trademarks with indefinite lives as of September 30, 2025 and December 31, 2024 were $22,256 and $22,165, respectively. Amortization expense related to intangible assets was $3,899 and $4,267 for the thre e months ended September 30, 2025 and 2024, respectively, and $11,900 and $12,839 for the nine months ended September 30, 2025 and 2024, respectively.. Based on gross carrying amounts at September 30, 2025, the Company's estimate of amortization expense for identifiable intangible assets for the years ending December 31, 2025 through 2029 is presented in the table below. Year Ending December 31, 2025 2026 2027 2028 2029 Estimated amortization expense $ 15,704 $ 13,694 $ 13,014 $ 12,767 $ 10,518 6. INVESTMENTS The following table summarizes the Company's long-term investments as of September 30, 2025 and December 31, 2024. Ownership % Long-Term Investments Balance September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 PCS-Mosaic (a) 58.3 % 58.3 % 11,671 11,671 Other long-term investments (b) 176,705 73,022 Total $ 188,376 $ 84,693 a) Represents the Company's investment in PCS-Mosaic, which is accounted for under the equity method of accounting. b) The balance consists of multiple common stock investments of public and non-public companies, investment in associated companies, and available for sale securities. The amounts of unrealized (gains) losses for the three and nine months ended September 30, 2025 and 2024 that relate to equity securities still held as of September 30, 2025 and 2024, respectively, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net (gains) losses recognized during the period on equity securities $ (26,229) $ 2,060 $ (43,370) $ (2,994) Less: Net (gains) losses recognized during the period on equity securities sold during the period (1,268) — (548) (4,222) Unrealized (gains) losses recognized during the period on equity securities still held at the end of the period $ (24,961) $ 2,060 $ (42,822) $ 1,228 Equity Method Investments As of September 30, 2025, the Company's investments in associated companies includes PCS-Mosaic a nd Trinity Place Holdings Inc. ("Trinity" or "TPHS"), which are accounted for under the equity method of accounting. PCS-Mosaic is a private 18
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investment fund primarily invested in specialized software development and training servic es. PCS-Mosaic is carried at cost, plus or minus the Company's share of net earnings or losses of the investment. Associated companies are included in the Corporate and Other segment. Trinity is a real estate holding, investment, development and asset management company. On February 5, 2025 (the "SPA Effective Date"), Steel IP Investments, LLC (the "Purchaser"), a wholly-owned subsidiary of SPLP, entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Trinity and TPHS Lender LLC (the "Seller"), pursuant to which the Purchaser purchased from the Seller, and the Seller sold to the Purchaser, 25,862,245 shares of common stock (the "TPHS Common Stock"), par value $0.01 per share of TPHS (such shares are referred to collectively herein as the "TPHS Shares"), representing approximately 40% of the outstanding comm on stock of TPHS, in accordance with the terms and conditions of the Stock Purchase Agreement. The aggregate c onsideration paid to the Seller was $2,586 for the TPHS Shares and certain agreements pursuant to the Stock Purchase Agreement. Other Investments WebBank has held-to-maturity ("HTM") debt securities which are carried at amortized cost and included in Other non- current assets on the Company's consolidated balance sheets. The amount and contractual m aturities of HTM debt securities are noted in the tables below. Actual maturities may differ from expected or contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties. The securities are collateralized by unsecured consumer loans. September 30, 2025 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 64,616 $ 1,012 $ 65,628 $ 64,616 Contractual maturities within: Less than five years 59,141 Five years to ten years — After ten years 5,475 Total $ 64,616 December 31, 2024 Amortized Cost Gross Unrealized Gains Estimated Fair Value Carrying Value Collateralized securities $ 127,647 $ 2,005 $ 129,652 $ 127,647 Contractual maturities within: Less than five years 121,427 Five years to ten years 314 After ten years 5,906 Total $ 127,647 WebBank regularly evaluates each HTM debt security whose value has declined below amort ized cost to assess whether the decline in fair value is other-than-temporary. If there is an other-than-temporary impairment in the fair value of any individual security classified as HTM, WebBank writes down the security to fair value wit h a corresponding credit loss portion charged to earnings, and the corresponding non-credit portion charged to accumulated other comprehensive income. The ACL for HTM debt securities of $847 and $1,306 at September 30, 2025 and December 31, 2024, respectively, is included in the net amortized cost balance of the securities. For the three and nine months ended Septembe r 30, 2025, WebBank recorded a benefit related to credit losses on HTM debt securities of $936 and $266, respectively. 19
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7. DEBT The current portion of long-term debt is included in Other current liabilities on the Com pany's consolidated balance sheets. The components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below: September 30, 2025 December 31, 2024 Long-term debt: Credit Agreement $ 56,250 $ 118,800 Other debt - domestic 804 855 Subtotal 57,054 119,655 Less: portion due within one year 67 67 Long-term debt 56,987 119,588 Total debt $ 57,054 $ 119,655 Long-term debt as of September 30, 2025 matures in each of the next five years as follows: Total 2025 2026 2027 2028 2029 Thereafter Long-term debt $ 57,054 $ 17 $ 56,317 $ 720 $ — $ — $ — As of September 30, 2025, the Company's senior credit agreement, as amended and restated ("Credit Agreement") covers substantially all of the Company's subsidiaries, with the exception of WebBank and Ste el Connect, and provides for a senior secured revolving credit facility in an aggregate principal amount not to excee d $600,000 (the "Revolving Credit Loans"), which includes a $50,000 subfacility for swing line loans, a $50,000 subfacility for standby letters of credit and a foreign currency sublimit (available in euros and pounds sterling) equal to the lesser of $75,000 and the t otal amount of the Revolving Credit Commitment. The Credit Agreement permits, under certain circumstances, t o increase the aggregate principal amount of revolving credit commitments under the Credit Agreement by $300,000 plus additional amounts so l ong as the Leverage Ratio (as defined in the Credit Agreement) would not exceed 3.50:1. Borrowings bear interest, at annual rates of either Base Rate, SOFR Rate or Term RFR (each as defined in the Credit Agreement), at the borrowers’ opt ion, plus an applicable margin, as set forth in the Credit Agreement. As of September 30, 2025, the Credit Agreement also provides for a commitment fee of 0.150% to be paid on unused borrowings. The Credit Agreement contains financial covenants, including: (i) a Leverage Rati o not to exceed 4.25 to 1.00 for quarterly periods as of the end of each fiscal quarter; provided, however, that notwithstanding the foregoing, following a Material Acquisition (as defined in the Credit Agreement), Borrowers shall not permit the Leverage Ratio, calculated as of the end of each of the four (4) fiscal quarters immediately following such Material Acquisition (which, for the avoidance of doubt, shall commence with the fiscal quarter in which such Material Acquisition is consumm ated), to exceed 4.50 to 1.00 and (ii) an Interest Coverage Ratio, calculated as of the end of each fiscal quarter, not less than 3.00 to 1.00. The Credit Agreement also contains standard representations, warranties and covenants for a transaction of this nature, incl uding, among other things, covenants relating to: (i) financial reporting and notification; (ii) payment of obligat ions; (iii) compliance with law; (iv) maintenance of insurance; and (v) maintenance of properties. As of September 30, 2025, the Company was in compliance with all financial and nonfinancial covenants under the Credit Agreement. The Company beli eves it will remain in compliance with the Credit Agreements covenants for the next twelve months. The Credit Agreement will expire on December 29, 2026. The weighted average interest rate on the Credit Agreement was 5.43% at September 30, 2025. As of September 30, 2025, letters of credit totaling $11,015 had been issued under the Credit Agreement. The primary use of the Company's letters of credit are to support the performance and financial obligations related to certain e nvironmental matters, insurance programs and real estate leases. The Credit Agreement permits the Company to borrow for the divide nds on its preferred units, pension contributions, investments, acquisitions and other general corporate expenses. Based on financial results as of September 30, 2025, the Company's total availability under the Credit Agreement, which is based upon Consoli dated Adjusted EBITDA (as defined in the Credit Agreement) and certain covenants as described in the Credit Agre ement, was approximately $532,800 as of September 30, 2025. ModusLink Revolving Credit Facility Steel Connect's wholly-owned subsidiary, ModusLink Corporation ("ModusLink"), has a revolving credit agreement (the "Umpqua Revolver") with Umpqua Bank which provides for a maximum credit commitment of $12,500 and a sub-limit of $5,000 for letters of credit and expires on March 31, 2026. As of September 30, 2025, ModusLink was in compliance with the Umpqua Revolver's covenants and believes it will remain in compliance with the Umpqua Revolver’s covenants throughout the 20
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term of the agreement. As of September 30, 2025, ModusLink had available borrowing capacity of $11,890 and there was $610 outstanding for letters of credit. 8. FINANCIAL INSTRUMENTS WebBank - Economic Interests in Loans WebBank's derivative financial instruments represent on-going economic interests in loans ma de after they are sold. These derivatives are carried at fair value on a gross basis in Other non-current assets on t he Company's consolidated balance sheets and are classified within Level 3 in the fair value hierarchy (see Note 13 - "Fair Value Measurements"). As of September 30, 2025, outstanding derivatives mature withi n three to five years . Gains and losses resulting from changes in the fair value of derivative instruments are accounted for in the Company's consolidated state ments of operations in Financial Services revenue. Fair value represents the estimated amounts that WebBank would recei ve or pay to terminate the contracts at the reporting date based on a discounted cash flow model for the same or similar instrument s. WebBank does not enter into derivative contracts for speculative or trading purposes. Precious Metal and Commodity Inventories As of September 30, 2025, the Company had the following outstanding forward contracts with settlement dates through October 31, 2025. There were no futures contracts outstanding as of September 30, 2025. Commodity Amount (in whole units) Notional Value Silver 10,426 ounces $ 459,274 Gold 883 ounces $ 3,318,129 Palladium 884 ounces $ 1,040,905 Platinum 96 ounces $ 136,051 Copper 238,000 pounds $ 1,106,494 Tin 54 metric tons $ 1,882,948 Fair Value Hedges. Certain forward contracts are accounted for as fair value hedges under ASC 815 for the Company's precious metal inventory carried at fair value. These contracts hedge 15,103 ounces (in whole units) of silver and a majority of the Company's pounds of copper. The fair values of these derivatives are recognized as derivative assets and liabilities on the Company's consolidated balance sheets. The net changes in fair value of the derivative assets and liabilities, and the changes in the fair value of the underlying hedged inventory, are recognized in the Company's consolidated st atements of operations, and such amounts principally offset each other due to the effectiveness of the hedges. Economic Hedges. The remaining outstanding forward contracts for silver, and all the contracts for gold, palladium , platinum and tin, are accounted for as economic hedges. As these derivatives are not designated as accounting hedges under ASC 815, they are accounted for as derivatives with no hedge designation. The derivatives are marked to market with gains and losses recorded in earnings in the Company's consolidated statements of operations. The economic hedges are associated primarily with the Company's precious metal inventory valued using the LIFO method. The forward contracts were made with a counterparty rated Aa2 by Moody's. Accordingly, management e valuated counterparty risk and believes that there is minimal credit risk of default. The Com pany estimates the fair value of its derivative contracts based on the counterparty's statement. The Company maintains collateral on account with the third-party broker which varies in amount depending on the value of open contracts and the current market price. The fair value and carrying amount of derivative instruments on the Company's consolidated bal ance sheets are as follows: 21
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Fair Value of Derivative Assets (Liabilities) September 30, 2025 December 31, 2024 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as ASC 815 hedges Commodity contracts Prepaid expenses and other current assets $ 5 Prepaid expenses and other current assets $ 82 Derivatives not designated as ASC 815 hedges Commodity contracts Other Liabilities $ 124 Prepaid expenses and other current assets $ 28 Economic interests in loans Other non-current assets $ 6,751 Other non-current assets $ 5,410 The effects of fair value hedge accounting on the consolidated statements of operations for the three and nine months ended September 30, 2025 were gains of $49 and losses of $222, respectively. The effects of fair value hedge accounting for the three and nice months ended September 30, 2024 were losses of $106 and $495, respectively. The effects of derivatives not designated as ASC 815 hedging instruments on the consolidated statements of operations for the thre e and nine months ended September 30, 2025 and 2024 are as follows: Derivatives Not Designated as Hedging Instruments: Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) Recognized in Income Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Commodity contracts Other expense $ (546) $ (419) $ (1,163) $ (1,008) Economic interests in loans Financial Services revenue 2,189 1,606 5,752 4,187 Total $ 1,643 $ 1,187 $ 4,589 $ 3,179 Financial Instruments with Off-Balance Sheet Risk WebBank is a party to financial instruments with off-balance sheet risk. In the normal c ourse of business, these financial instruments include commitments to extend credit in the form of loans as part of WebBank's lending arrangements. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized on the Company's consolidated balance sheets. The contractual amounts of those instruments refl ect the extent of involvement WebBank has in particular classes of financial instruments. As of September 30, 2025 and December 31, 2024, WebBank's undisbursed loan commitments totaled $431,205 and $430,960, respectively. Commitments to extend credit are agreements to lend to a borrower who meets the lending criteria through one of WebBank's lending agreements, provided there is no violation of any condition established in the contract with the counterparty to the lending arrangement. Commitments generally have fixed expiration dates or other termination clauses and m ay require payment of a fee. Since certain of the commitments are expected to expire without the credit being extended, the total commitment amounts do not necessarily represent future cash requirements. WebBank evaluates each prospective borrower's cre dit worthiness on a case-by- case basis. The amount of collateral obtained, if deemed necessary by WebBank upon exte nsion of credit, is based on management's credit evaluation of the borrower and WebBank's counterparty. WebBank's exposure to credit loss in the event of nonperformance by the other party to the financ ial instrument for commitments to extend credit is represented by the contractual amount of those instrum ents. WebBank uses the same credit policy in making commitments and conditional obligations as it does for on balance sheet instruments. 9. PENSION AND OTHER POST-RETIREMENT BENEFITS The Company maintains several qualified and non-qualified pension plans and other post-retireme nt benefit plans. The following table presents the components of pension expense for the Company's significant pension plans. The Company's other pension and post-retirement benefit plans are not significant individually or in the aggregate. 22
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Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Interest cost $ 3,987 $ 4,199 $ 11,961 $ 12,598 Expected return on plan assets (5,056) (5,010) (15,167) (15,030) Amortization of actuarial loss 1,751 2,185 5,253 6,555 Total net pension expense $ 682 $ 1,374 $ 2,047 $ 4,123 Net pension expense is included in Selling, general and administrative expenses in the c onsolidated statements of operations. During the nine months ended September 30, 2025, the Company contributed $4,020 to its pension plans. Required future pension contributions are estimated based upon assumptions such as discount rates on future obligations, assumed rates of return on plan assets and legislative changes. Actual future pension costs and required funding obligations will be affected by changes in the factors and assumptions described in the previous sentence, including the impac t of declines in pension plan assets and interest rates, as well as other changes such as any plan termination or othe r acceleration events. The Company currently estimates it will contribute $992 to its pension plans during the remainder of 2025. 10. CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS As of September 30, 2025, the Company had 19,084,607 Class A units (regular common units) outstanding. Common Unit Repurchase Program The Board of Directors of SPH GP, the general partner of SPLP, (the "Board of SPH GP") may from time to time approve the repurchase of the Company's common units (the "Repurchase Program"). Any purchases made under the Repurchase Program will be made from time to time on the open market or in negotiated transa ctions off the market, in compliance with applicable laws and regulations. In connection with the Repurchase Program, the Company may enter into a stock purchase plan. The Repurchase Program has no termination date. The Company repurchased 11,486 and 62,400 common units for an aggregate purchase price of $484 and $2,487 during the three and nine ended September 30, 2025, respectively. As of September 30, 2025, there remained 556,389 common units that may yet be purchased under the currently authorized R epurchase Program. From October 1, 2025 through November 3, 2025, the Company did not repurchase any common units. Incentive Award Plan The Company's 2018 Incentive Award Plan (the "2018 Plan") provides equity-based compensation through the grant of options to purchase the Company's limited partnership units, unit appreciation rights, restricte d units, phantom units, substitute awards, performance awards, other unit-based awards, and, as appropriate, any tandem distribution equivalent rights granted with respect to an award (collectively, "LP Units"). On May 18, 2020, the Company's unitholders approved the Amended and Restated 2018 Incentive Award Plan, which increased the number of LP Units issuable under the 2018 Plan by 500,000 to a total of 1,000,000 LP Units. On June 9, 2021, the Company's unitholders approved the Second Amended and Restated 2018 Incentive Award Plan ("Second A&R 2018 Plan"), which increased the number of LP Units issuable under the 2018 Plan by 1,000,000 to a total of 2,000,000 LP Units. The Company did not grant any restricted LP Units under the Second A&R 2018 Plan during the nine months ended September 30, 2025. Preferred Units The Company's 6.0% Series A preferred units, no par value (the "SPLP Preferred Units") entitle the holders to a cumulative quarterly cash or in-kind (or a combination thereof) distribution. The Company decla red cash distributions of approximately $1,605 and $2,380 to preferred unitholders for the three months ended September 30, 2025, and 2024, respectively, and approximately $6,013 and $7,139 for the nine months ended September 30, 2025, and 2024, respectively. The SPLP Preferred Units have a term of nine years, ending February 2026, and are redeemable at any t ime at the Company's option at a $25 liquidation value per unit, plus any accrued and unpaid distributions (payable in ca sh or SPLP common units, or a combination of both, at the Company's discretion). If redeemed in common units, the number of com mon units to be issued will be equal to the liquidation value per unit divided by the volume weighted-average price of the common units for 60 days prior to the redemption. The Board of SPH GP has approved the repurchase of up to an aggregate of 3,400,000 of the SPLP Preferred Units, which is inclusive of 2,000,000 SPLP Preferred Units approved in July 2025. For the three months ended September 30, 2025, the Company repurchased 1,683,371 SPLP Preferred Units for $41,682. For the nine months ended September 30, 2025, the Company repurchased 2,241,382 SPLP Preferred Units for $55,350. 23
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The SPLP Preferred Units have no voting rights, except that holders have certain voting rights in limited circumstances relating to the election of directors following the failure to pay six quarterly distributions. The SPLP Preferred Units are recorded as current liabilities and non-current liabilities, including accrued interest expense, on the Company's consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively, because they have an unconditional obligation to be redeemed for cash or by issuing a variable number of SPLP common units for a monetary value that is fixed and known at inception. Because the SPLP Preferred Units are classified as liabilities, distributions thereon a re recorded as a component of Interest expense in the Company's consolidated statements of operations. As of September 30, 2025 and Decembe r 31, 2024, there were 4,099,865 and 6,341,247 SPLP Preferred Units outstanding, respectively. From October 1, 2025 through November 3, 2025, the Company repurchased 70,683 preferred units for $1,757. On October 22, 2025 the Company announced that it will redeem all remaining outstanding unit s of its 6.0% Series A preferred units effective as of November 24, 2025, unless the Notice of Redemption delivered to hol ders is revoked by the Company prior to the redemption date. Accumulated Other Comprehensive Loss Changes, net of tax, where applicable, in AOCI are as follows: Unrealized loss on available-for-sale debt securities Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2024 $ (92) $ (18,643) $ (83,646) $ (102,381) Net other comprehensive income attributable to common unitholders — 1,614 — 1,614 Balance at March 31, 2025 (92) (17,029) (83,646) (100,767) Net other comprehensive income attributable to common unitholders — 3,900 — 3,900 Balance at June 30, 2025 $ (92) $ (13,129) $ (83,646) $ (96,867) Net other comprehensive loss attributable to common unitholders — 349 — 349 Balance as of September 30, 2025 $ (92) $ (12,780) $ (83,646) $ (96,518) Unrealized loss on available-for-sale securities Cumulative translation adjustments Change in net pension and other benefit obligations Total Balance at December 31, 2023 $ (92) $ (14,993) $ (106,138) $ (121,223) Net comprehensive income attributable to common unitholders — (1,110) — (1,110) Balance at March 31, 2024 (92) (16,103) (106,138) (122,333) Net other comprehensive loss attributable to common unitholders — (604) — (604) Balance at June 30, 2024 $ (92) $ (16,707) $ (106,138) $ (122,937) Net other comprehensive loss attributable to common unitholders — 2,234 (444) 1,790 Balance at September 30, 2024 $ (92) $ (14,473) $ (106,582) $ (121,147) Incentive Unit Awards In 2012, SPLP issued to the Manager partnership profits interests in the form of Incentive Units which entitle the holder generally to share in 15% of the increase in the equity value of the Company, based on the volume weighted average price of the Company’s common units for the 20 trading days prior to the year-end measurement date. In 2015, the Manager assigned its rights to Incentive Units to a related party, SPH SPV-I LLC ("SPH SPV-I") pursuant to an Incentive Unit Agreement. Vesting in Incentive Units is measured annually on the last day of the Company’s fiscal year and is based upon exceeding a baseline equity value per common unit which is currently $42.97 and was determined when the most recent award vested on December 31, 2024. The number of outstanding Incentive Units is equal to 100% of the common units outstanding, including common units held by non-wholly-owned subsidiaries. The measurement date equity value per common unit is dete rmined by calculating the volume weighted average price of the Company’s common units for 20 trading days prior to a measure ment date. If an Incentive Unit award vests as of an annual measurement date they will be issued as Class C units. Upon vesting in Incentive Units, the baseline equity value will be recalculated as the new baseline equity value to be assessed at the next annual measurement date. If the baseline equity value is not exceeded as of an annual measurement date, then no portion of annual Incentive Units will be classified as Class C common units for t hat year and the baseline equity value per common unit will be the same amount as determined upon the prior vesting. The Class C units have the same rights as the LP Units, including, without limitation, with respect to partnership distributions and allocati ons of income, gain, loss and deduction, 24
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in all respects, except that liquidating distributions made by the Company to such holde r may not exceed the amount of its capital account allocable to such Class C units and such Class C units may not be sold in the public market, until they have converted into LP Units. At such time that the amount of the capital account al locable to a Class C unit is equal to the amount of the capital account allocable to an LP Unit, such Class C unit shall convert automatically into an LP Unit. If September 30, 2025 was the annual measurement date, no Incentive Units would vest or be issued as Class C common units based upon the volume weighted-average price of the Company's common units for 20 tradi ng days prior to September 30, 2025. Pursuant to the terms to the Incentive Unit Agreement, vesting of the Incent ive Units only occurs based on the value of the Company’s common units at the annual measurement date on December 31, and therefore, more, fewer or no Incentive Units may vest for 2025. 11. INCOME TAXES The Company's income tax provision represents the income tax expense of its consolidated subsidi aries that are taxable entities. The income tax provision fluctuates based on, among other factors, where income i s earned and the level of income relative to tax attributes. The Company recorded an income tax provision of $25,191 and $16,224 for the three months ended September 30, 2025 and 2024, respectively, and an income tax provision of $63,576 and an income tax benefit of $31,906 for the nine months ended September 30, 2025 and 2024, respectively. Provisions have been made for federal, state, local, and foreign income taxes on the results of operations generated by our consolidated subsidiaries that are taxable entities. Significant differences between the statutory rate and the effective tax rate include the e ffect of state and local income taxes, partnership losses for which no tax benefit is recognized, the impact of unrealized gains and losses on i nvestment holdings and related tax effects, and other non-recurring or permanent differences. The Company's consolidated subsidiaries have recorded deferred tax valuation allowances to the extent that they believe it is more likely tha n not that the benefits of certain deferred tax assets will not be realized in future periods. On July 4, 2025, Public Law No. 119-21 was enacted, making several changes to U.S. federal income tax rules, including modifications to bonus depreciation, the deductibility of business interest expense, re search and development expensing, and international tax regimes. FASB ASC 740, "Income Taxes," requires the effects of c hanges in tax rates and laws on tax balances to be recognized in the period in which the legislation is enacte d. For the three months ended September 30, 2025, the Company recorded only immaterial discrete adjustments related to the reme asurement of deferred tax assets and liabilities; because these adjustments primarily affected temporary differences, they did not have a material impact on income tax expenses or the Company's effective tax rate for the quarter. The Company continues to eval uate state conformity and administrative guidance relating to the new law, and will recognize any additional effects in the period such items are finalized. Each year, the Company files many tax returns given the number of national, state and l ocal tax jurisdictions in which the Company operates. These tax returns are subject to examination by the tax authorit ies. As a result, there is an uncertainty in income taxes recognized in the financial statements in accordance with account ing for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not e xpected to have a material impact on the Company's results of operations. 12. NET INCOME PER COMMON UNIT The following data was used in computing net income per common unit shown in the Company's consol idated statements of operations: 25
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2025 2024 2025 2024 Net income $ 71,230 $ 36,873 $ 177,125 $ 196,620 Net loss (income) attributable to noncontrolling interests in consolidated entities — (457) (43) (9,635) Net income attributable to common unitholders 71,230 36,416 177,082 186,985 Effect of dilutive securities: Interest expense from SPLP Preferred Units (a) 2,534 3,044 8,401 9,183 Net income attributable to common unitholders – assuming dilution $ 73,764 $ 39,460 $ 185,483 $ 196,168 Net income per common unit – basic Net income attributable to common unitholders $ 3.75 $ 1.83 $ 9.32 $ 9.19 Net income per common unit – diluted Net income attributable to common unitholders $ 3.43 $ 1.65 $ 8.26 $ 8.02 Denominator for net income per common unit – basic 18,983,046 19,929,713 19,008,465 20,338,033 Effect of dilutive securities: Unvested restricted common units 58,815 54,640 51,591 47,812 SPLP Preferred Units 2,441,902 4,001,522 3,400,884 4,084,573 Denominator for net income per common unit – diluted 21,483,763 23,985,875 22,460,940 24,470,418 Three Months Ended September 30, Nine Months Ended September 30, (a) Assumes the SPLP Preferred Units were redeemed in common units as described in Note 10 - "Capital and Accumulated Other Comprehensive Loss." 13. FAIR VALUE MEASUREMENTS Financial assets and liabilities measured at fair value on a recurring basis in t he Company's consolidated financial statements as of September 30, 2025 and December 31, 2024 are summarized by type of inputs applic able to the fair value measurements as follows: September 30, 2025 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) $ 167,487 $ 793 $ 5,824 $ 174,104 Precious metal and commodity inventories recorded at fair value 53,337 — — 53,337 Economic interests in loans (b) — — 6,751 6,751 Commodity contracts on precious metal and commodity inventories — 5 — 5 Warrants (c) — — 1,182 1,182 Total $ 220,824 $ 798 $ 13,757 $ 235,379 Liabilities: Commodity contracts on precious metal and commodity inventories $ — $ 124 $ — $ 124 Other precious metal liabilities $ 48,310 $ — $ — $ 48,310 Total $ 48,310 $ 124 $ — $ 48,434 December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Long-term investments (a) $ 67,667 $ 411 $ 4,944 $ 73,022 Precious metal and commodity inventories recorded at fair value 41,202 — — 41,202 Economic interests in loans (b) — — 5,410 5,410 Commodity contracts on precious metal and commodity inventories — 110 — 110 Warrants (c) — — 1,182 1,182 Total $ 108,869 $ 521 $ 11,536 $ 120,926 Liabilities: Other precious metal liabilities 37,067 — — 37,067 Total $ 37,067 $ — $ — $ 37,067 (a) For additional details of the long-term investments, see Note 6 – "Investments." The investments in PCS-Mosaic of $11,671 at both September 30, 2025 and December 31, 2024 and in Trinity of $2,601 at September 30, 2025 are not included in the fair value leveling tables as both are valued at cost. (b) For additional details of the economic interests in loans, see Note 8 – "Financial Instruments". (c) Included within Other non-current assets in the Company's consolidated balance sheets. 26
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There were no transfers of securities among the various measurement input levels during the t hree and nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, $5,075 of assets were transferred from Level 1 to Level 2, due to being delisted from the London Stock Exchange. Level 1 inputs are quoted prices in active markets for identical assets or liabil ities as of the measurement date ("Level 1"). Level 2 inputs may include quoted prices in active markets for similar assets or liabilities, quoted prices in a market that is not active for identical assets or liabilities, or other inputs that can be corroborated by observable market data ("Level 2"). Level 3 inputs are unobservable for the asset or liability when there is little, if any, market activity for the asset or liability. Level 3 inputs are based on the best information available and may include data developed by the Company ("Level 3"). The fair value of the Company's financial instruments, such as cash and cash equivalents, t rade and other receivables and accounts payable, approximates carrying value due to the short-term maturities of these assets and liabilities. Carrying cost approximates fair value for long-term debt, which has variable interest rates. The precious metal and commodity inventories associated with the Company's fair value hedges (see Note 8 - "Financial Instruments") are reported at fair value. Fair values of these inventories are ba sed on quoted market prices on commodity exchanges and are considered Level 1 measurements. The derivative instruments that the Company purchases in connection with its precious metal and commodity inventories, specifically commodity futures and forward contracts, are also valued at fair value. The futures contracts are Level 1 measurements since they a re traded on a commodity exchange. The forward contracts are entered into with a counterparty and are considered Level 2 measurements. Following is a summary of changes in financial assets measured using Level 3 inputs: Long Term Investments (a) Economic Interests in Loans (b) Warrants (b) Total Balance as of December 31, 2024 $ 4,944 $ 5,410 $ 1,182 $ 11,536 Purchases 1,000 — — 1,000 Sales, cash collections, and eliminations (3) (4,411) — (4,414) Realized gains (117) 5,752 — 5,635 Balance as of September 30, 2025 $ 5,824 $ 6,751 $ 1,182 $ 13,757 Balance as of December 31, 2023 $ 5,746 $ 4,903 $ 1,436 $ 12,085 Purchases 373 — — 373 Sales, cash collections, and eliminations (49) (3,883) — (3,932) Realized gains — 4,187 — 4,187 Unrealized losses (1,228) — — (1,228) Balance as of September 30, 2024 $ 4,842 $ 5,207 $ 1,436 $ 11,485 (a) Unrealized gains and losses are recorded in Loss of associated companies, net of taxes in the Company's consolidated statements of operations. (b) Realized and unrealized gains and losses are recorded in Realized and unrealized (gains) losses on securities, net or Financial Services revenue in the Company's consolidated statements of operations. Marketable Securities and Other - Valuation Techniques The Company determines the fair value of certain corporate securities and corporate obl igations by incorporating and reviewing prices provided by third-party pricing services based on the specific features of the underlying securities. The Company uses the net asset value included in quarterly statements it receive s in arrears from a venture capital fund to determine the fair value of such fund and determines the fair value of certain corpora te securities and corporate obligations by incorporating and reviewing prices provided by third-party pricing services based on the specific features of the underlying securities. The fair value of the derivatives held by WebBank (see Note 8 - "Financial Instruments") represent the estimated amounts that WebBank would receive or pay to terminate the contracts at the reporting date and is based on discounted cash flow analyses that consider credit, performance and prepayment. Unobservable inputs used in the discounted cash flow analyses are: a constant prepayment rate of 8.32% to 35.95%, a constant default rate of 1.72% to 21.50% and a discount rate of 1.82% to 25.24%. 27
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14. COMMITMENTS AND CONTINGENCIES Environmental and Litigation Matters The Company and certain of the Company's subsidiaries are defendants in certain legal proc eedings and environmental investigations and have been designated as potentially responsible parties ("PRPs") by federal a nd state agencies with respect to certain sites with which they may have had direct or indirect involvement. Most of such legal proceedings and environmental investigations involve unspecified amounts of potential damage claims or awards, are in a n initial procedural phase, involve significant uncertainty as to the outcome or involve significant factual issues that need to be resolved, such that it is not possible for the Company to estimate a range of possible loss. For matters that have progressed sufficie ntly through the investigative process such that the Company is able to reasonably estimate a range of possible loss, an estimated range of possible loss, in excess of the accrued liability (if any) for such matters, is provided. Any estimated range of possible loss is or will be based on currently available information and involves elements of judgment and significant uncerta inties and may not represent the Company's maximum possible loss exposure. The circumstances of such legal proceedings and environmental investigations will change from time to time, and actual results may vary significantly from the current estimate. For current proceedings not specifically reported below, management does not anticipate that the liabilit ies, if any, arising from such legal proceedings and environmental investigations would have a material effect on the financial position, results of operations or cash flows of the Company. The legal proceedings and environmental investigations are in various stages of administrat ive or judicial proceedings and include demands for recovery of past governmental costs, and for future investigations and remedial actions. In some cases, the dollar amounts of the claims have not been specified and, with respect to a numbe r of the PRP claims, have been asserted against a number of other entities for the same cost recovery or other relief as was asse rted against certain of the Company's subsidiaries. The Company accrues liabilities associated with environmental and lit igation matters on an undiscounted basis, when they become probable and reasonably estimable. As of September 30, 2025, on a consolidated basi s, the Company recorded liabilities of $1,838 and $25,628 in Accrued liabilities and Other non-current liabilit ies, respectively, on the consolidated balance sheet. As of December 31, 2024, on a consolidated basis, the Company recorded liabilities of $1,995 and $25,625 in Accrued Liabilities and Other non-current liabilities, respectively, on the consol idated balance sheet, which represent the current estimate of environmental remediation liabilities as well as re serves related to the litigation matters discussed below. Expenses relating to these costs, and any recoveries, are included in Selling, general and administrative expenses in the Company's consolidated statements of operations. Estimates of the Company's liability for re mediation of a particular site and the method and ultimate cost of remediation require a number of assumptions that are inherently difficult to make, and the ultimate outcome may be materially different from current estimates. Environmental Matters Certain subsidiaries of the Company have existing and contingent liabilities relating to environmental matters, including costs of remediation, capital expenditures, and potential fines and penalties relati ng to possible violations of federal and state environmental laws. Such existing and contingent liabilities are continually being rea djusted based upon the emergence of new findings, techniques and alternative remediation methods. Included among these liabilities, certain of the Company's subsidiaries have been identi fied as PRPs under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") or simila r state statutes at sites and are parties to administrative consent orders in connection with certain properties. Those subsidia ries may be subject to joint and several liabilities imposed by CERCLA on PRPs. Due to the technical and regulatory complexity of remedial activities and the difficulties attendant in identifying PRPs and allocating or determining liability among them, the subsidiaries are unable to reasonably estimate the ultimate cost of compliance with such laws at some of the sites at which the Company's subsidiaries are PRP's. Based upon information currently available, the Company's subsidiaries do not expect that the ir respective environmental costs, including the incurrence of additional fines and penalties, if any, wil l have a material adverse effect on them or that the resolution of these environmental matters will have a materia l adverse effect on the financial position, results of operations or cash flows of such subsidiaries or the Company, but there can be no such assurances. The Company anticipates that the subsidiaries will pay any such amounts out of their respective working capital, although t here is no assurance that they will have sufficient funds to pay them. In the event that a subsidiary is unable to fund its lia bilities, claims could be made against its respective parent companies for payment of such liabilities. The sites where certain of the Company's subsidiaries have environmental liabilities include the following: 28
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The Company has been working with the Connecticut Department of Energy and Environmental Prote ction ("CTDEEP") with respect to its obligations under a 1989 consent order that applies to a former manufacturing facility located in Fairfield, Connecticut. A preliminary ecological risk assessment of the wetlands portion wa s submitted in 2016 to the CTDEEP for their review and approval. The CTDEEP required an additional assessment of the wetlands and Company officials continue to meet with CTDEEP representatives to agree on a workplan for the additional assessme nt. First phase of the investigations of the wetlands was completed in Q1 2025 and phase two is expected to begin at the end of 2025 and remediation will likely start in 2027, pending approval of a mutually acceptable wetlands work plan. A work plan to investigate t he upland portion of the parcel was prepared by the Company and approved by the CTDEEP in March 2018 and implemented from 2019 through 2023. Additional upland investigatory work will be required to fully define the areas requiring remedi ation and is also dependent upon CTDEEP requirements and approval. Based on currently known information, the Company reasonably estim ates that it may incur aggregate losses over a period of multiple years of between $10,500 and $17,500. The Company has a reserve of $14,594 recorded for future remediation costs, which is our best estimate within this range of potenti al losses. Due to the uncertainties, there can be no assurance that the final resolution of this matter will not be material to the financial position, results of operations or cash flows of the Company. In 1986, a subsidiary of the Company entered into an administrative consent order ("ACO") with the New Jersey Department of Environmental Protection ("NJDEP") to investigate and remediate property in Montva le, New Jersey that it purchased in 1984. The ACO required investigation and remediation activities to be performed with regard to soil and groundwater contamination. The Company has been actively investigating and remediating t he soil and groundwater since that time and has completed the implementation of the groundwater treatment system i n operation at the property. Pursuant to a settlement agreement with the former owner/operator's of the site, the responsibility for si te investigation and remediation costs and other related costs are contractually allocated 75% to the former owner/operator and 25% jointly to the Company, all after having the first $1,000 paid by the former owner/operator. Additionally, the Company had been reimbursed indirectly through insurance coverage for a portion of the costs for which it is responsible. There is no assurance tha t the former owner/operator or guarantors will continue to timely reimburse the Company for expenditures and/or will be fina ncially capable of fulfilling their obligations under the settlement agreement and the guaranties. There is no assurance t hat there will be any additional insurance reimbursement. A reserve of approximately $773 has been established for the Company's expected 25% share of anticipated costs at this site, which is based upon the recent selection of a final remedy, on-going ope rations and maintenance, additional investigations and monitored natural attenuation testing over the next 30 years. Also, a re serve and related receivable of approximately $2,320 has been established for the former owner/operator's expected share of anticipated costs at this site. The Company's subsidiary, SL Industries, Inc. ("SLI"), may incur environmental costs in the future as a result of the past activities of its former subsidiary, SL Surface Technologies, Inc. ("SurfTech"), in Pennsauken, New Jersey ("Pennsauken Site") and in Camden, New Jersey and at its former subsidiary, SGL Printed Circuits in Wayne, New Jersey. At the Pennsauken Site, SLI entered into a consent decree with both the U.S. Department of Justice and the U.S. Environmental Protection Agency ("EPA") in 2013 and has since completed the remediation required by the consent decree and ha s paid the EPA a fixed sum for its past oversight costs. Separate from the consent decree, in December 2012, the NJDEP made a settlement demand of $1,800 for past and future cleanup and removal costs and natural resource damages ("NRD"). To avoid the t ime and expense of litigating the matter, SLI offered to pay approximately $300 to fully resolve the clai m presented by the State. SLI's settlement offer was rejected. On December 6, 2018, the State filed a complaint against SLI rela ted to the Pennsauken Site. The State is seeking treble damages and attorneys' fees, NRD for loss of use of groundwater, as well as a request that SLI pay all cleanup and removal costs that the State has incurred and will incur at the Pennsauken Site. The parties have substantially completed the fact and expert discovery, including the exchange of competing expert reports. The Company has a rese rve of $2,582. SLI intends to assert all legal and procedural defenses available to it. Accordingly, there can be no assurance that the resolution of this matter will not be material to the financial position, results of operations or cash flows of the Company. SLI reported soil contamination and groundwater contamination in 2003 from the SurfTech site loc ated in Camden, New Jersey. Substantial investigation and remediation work has been completed under the direc tion of the licensed site remediation professional for the site. Additional investigations related to certain com pounds have been initiated and have delayed remediation actions. Remediation actions, including soil excavation and groundwat er bioremediation began in the first half of 2025. Additional investigations have been required by NJDEP and are ongoing, which may impact the timing of completing the remediation. Post-remediation groundwater monitoring will be conducted following completion of soil excavation. A reserve of $2,824 has been established for anticipated costs at this site, but there can be no assurance that there will not be potential additional costs associated with the site, which cannot be reasonably estimated at this time. Accordingly, there can be no assurance that the resolution of this matter will not be materia l to the financial position, results of operations or cash flows of the Company. 29
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SLI is currently participating in environmental assessment and cleanup at a commerc ial facility located in Wayne, New Jersey. Contaminated soil and groundwater have undergone remediation with the NJDEP and LSRP oversight, but contaminants of concern in groundwater and surface water, which extend off-site, remain above applicable NJDEP re mediation standards. A reserve of approximately $1,015 has been established for anticipated costs, but there can be no assurance that there will not be potential additional costs associated with the site which cannot be reasonably estimated at this time. Accordingly, there can be no assurance that the resolution of this matter will not be material to the financ ial position, results of operations or cash flows of SLI, HNH or the Company. Litigation Matters BNS Claims. A subsidiary of BNS Holdings Liquidating Trust ("BNS Sub") has been named as a defendant in multiple alleged asbestos-related toxic-tort claims filed over a period beginning in 1994 through September 30, 2025. In many cases these claims involved more than 100 defendants. There remained approximately 68 pending asbestos claims as of September 30, 2025. BNS Sub believes it has significant defenses to any liability for toxic-tort claims on the merits. None of these toxic-tort claims has gone to trial and, therefore, there can be no assurance that these defenses will preva il. BNS Sub has insurance policies covering asbestos-related claims for years beginning 1974 through 1988. BNS Sub annually receives retroactive billings or credits from its insurance carriers for any increase or decrease in claims accruals a s claims are filed, settled or dismissed, or as estimates of the ultimate settlement costs for the then-existing claims are revised. As of September 30, 2025 and December 31, 2024, BNS Sub has accrued $1,342 and $1,339 respectively, relating to the open and active claims a gainst BNS Sub. This accrual includes the amount of unpaid retroactive billings submitted to the Company by the insurance carriers and also the Company's best estimate of the likely costs for BNS Sub to settle these claims outsi de the amounts funded by insurance. There can be no assurance that the number of future claims and the related costs of defense, settlements or judgments will be consistent with the experience to-date of existing claims and that BNS Sub will not need to si gnificantly increase its estimated liability for the costs to settle these claims to an amount that could have a material effect on the consolidated financial statements. Emhart Industries, Inc. v. New England Container Company Inc., et al. BNS Sub is one of seven remaining defendants related to the Centredale Manor Superfund Site in North Providence (the "Centradale Site") pending in the United States District Court for the District of Rhode Island. A third-party plaintiff, Emhart Industries ("Emhart"), is seeking contribution pursuant to CERCLA from BNS Sub and the six other defendants for remediation costs incurred and to be incurre d by Emhart at the Centredale Site. A trial was held in the fall of 2024 in which BNS Sub was found responsible for certain contaminants that had migrated to the Centredale Site. A separate proceeding will be held to determ ine the amount of any liability. A reserve of $100 has been established. The possible liability, if any, with respect to this dispute cannot be determined at this time. In the ordinary course of our business, the Company is subject to other periodic lawsuits, investigations, claims and proceedings, including, but not limited to, contractual disputes, employment, environmental, health and safety matters, as well as claims associated with our historical acquisitions and divestitures. There is insurance coverage available for certain of the foregoing actions. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations, claims and proceedings asserted against the Company, it does not believe any currently pending legal proceeding to which it is a party will have a material adverse effect on its business, prospects, financial condition, results of operations or cash flows. 15. RELATED PARTY TRANSACTIONS The receivables from related parties and payables to related parties are include d in Prepaid expenses and other current assets and Other current liabilities, respectively, on the Company's consolidated balance sheets. The components of receivables from related parties and payables to related parties for the years ended September 30, 2025 and December 31, 2024 are presented below: 30
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September 30, 2025 December 31, 2024 Receivable from related parties: Receivable from other related parties $ 2,862 $ 587 Payables to related parties: Accrued management fees $ 467 $ — Payables to other related parties 132 1,288 Management Agreement with SP General Services LLC SPLP is managed by the Manager, pursuant to the terms of the Management Agreement, which rec eives a fee at an annual rate of 1.5% of total Partners' capital ("Management Fee"), payable on the first day of each quarter and subject to a quarterly adjustment. In addition, SPLP may issue to the Manager partnership profits interests in the form of incentive units, which will be classified as Class C common units of SPLP, upon exceeding a baseline equi ty value per common unit, which is determined as of the last day of each fiscal year (see Note 10 - "Capital and Acc umulated Other Comprehensive Loss" for additional information on the incentive units). The Management Agreement is automatically renewed each December 31 for successive one-year terms unless otherwise determined at least 60 days prior to each renewal date by a majority of t he Company's independent directors. The Management Fee was $4,687 and $4,014 for the three months ended September 30, 2025 and 2024, respectively, and net of reimbursement for use of Company assets of $0 and $4 for the three months ended September 30, 2025 and 2024, respectively. The Management Fee was $13,287 and $11,137 for the nine months ended September 30, 2025 and 2024, respectively, and net of reimbursement for use of Company assets of $35 and $20 for the nine months ended September 30, 2025 and 2024, respectively. The Management Fee is included in Selling, general and administrative expenses in the Company's consolidated statements of operations. There were no unpaid amounts for management fees included in Other current liabilities on the Company's consolidated balance sheet as of September 30, 2025 and December 31, 2024. Prepaid amounts for management fees included in Prepaid expenses and other current assets on the Company's consolidated balance shee ts were $0 and $3,800 at September 30, 2025 and December 31, 2024, respectively. SPLP will bear (or reimburse the Manager with respect to) all its reasonable costs and expenses of the managed entities, the Manager, SPH GP or their affiliates, including but not limited to: travel, legal, tax, accounting, auditing, consulting, administrative, compliance, investor relations costs related to being a public enti ty rendered for SPLP or SPH GP, as well as expenses incurred by the Manager and SPH GP which are reasonably necessary for the performance by the Manager of its duties and functions under the Management Agreement and certain other expenses incurred by managers, offic ers, employees and agents of the Manager or its affiliates on behalf of SPLP. Reimbursable expenses incurred by the Manager in connection with its provision of services under the Management Agreement, the majority of which was for business-related air travel, were approximately $535 and $2,100 for the three and nine months ended September 30, 2024, respectively, and there were no similar charges for the three and nine months ended September 30, 2025. Unpaid amounts for reimbursable expenses were approximately $0 and $1,131 as of September 30, 2025 and December 31, 2024, respectively, and are included in Other current liabilities on the Company's consolidated balance sheets. The Manager will reimburse SPLP for costs associated with the use of Company assets not related to the duties and functions under the Management Agreement. Re imbursable expenses incurred by SPLP in connection with the use of Company assets by the Manager were approximately $335 and $179 for the three months ended September 30, 2025 and 2024, respectively, and $963 and $179 during the nine months ended September 30, 2025 and 2024, respectively. Unpaid amounts for reimbursable expenses were approximately $1,423 and $461 as of September 30, 2025 and December 31, 2024, respectively, and are included in Prepaid expenses and other current assets on the Company's consolidated balance sheets. Corporate Services The Company's subsidiary, Steel Services Ltd. ("Steel Services") provides services, which include a ssignment of C- level management personnel, legal, tax, accounting, treasury, consulting, auditing, administra tive, compliance, environmental health and safety, human resources, marketing, investor relations, operating group management and ot her similar services. Steel Services has management services agreements with other companies considered to be rela ted parties, including J. Howard Inc. and Steel Partners, Ltd. and affiliates. In total, Steel Services currently charges approxi mately $90 annually to these companies, and such fees are payable to Steel Services quarterly. All amounts billed under these se rvice agreements are classified as a reduction of Selling, general and administrative expenses. 31
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As of March 19, 2025, Steel Services and TPHS entered into a management services agreement (the "Steel MSA") pursuant to which Steel Services agreed to provide certain managerial services to TPHS. Pursua nt to the Steel MSA, for a period of one-year (which shall renew automatically for additional one-year terms unless otherwise t erminated), Steel Services shall provide certain managerial services to TPHS, including general assistance with legal, finance & treasury, internal audit, human resources, IT and tax functions and obligations. In consideration for the services rendered under the Steel MSA, TPHS shall pay Steel Services $10 monthly. Mutual Securities, Inc. Pursuant to the Management Agreement, the Manager is responsible for selecting executing brokers. Securities transactions for SPLP are allocated to brokers on the basis of reliability, price and exec ution. The Manager has selected Mutual Securities, Inc. as an introducing broker and may direct a substantial portion of the managed entities' trades to such firm, among others. An officer of the Manager and SPH GP is affiliated with Mutual Securities, Inc. The com missions paid by SPLP to Mutual Securities, Inc. were $293 and $187 for the nine months ended September 30, 2025 and 2024, respectively, and $91 and $17 for the three months ended September 30, 2025 and 2024, respectively. TPHS Loan On February 18, 2025, TPHS issued a Senior Secured Promissory Note ("Steel Promissory Note") to a subsidiary of SPLP. Under this arrangement, TPHS can borrow up to $5,000 from SPLP. As of September 30, 2025, approximately $1,056, including accrued interest, was outstanding under this note. Other At September 30, 2025 and December 31, 2024, several related parties and consolidated subsidiaries had deposits totaling $27 and $27, respectively, at WebBank. Approximately $27 of these deposits, including inte rest which was not significant, have been eliminated in consolidation as of both September 30, 2025 and December 31, 2024. 16. SEGMENT INFORMATION SPLP operates through the following segments: Diversified Industrial, Energy, Financial Services, and Supply Chain, which are managed separately and offer different products and services. The Diversified Industrial segment is comprised of manufacturers of engineered niche industrial products, including joining materials, tubing, building materials, performance materials, electrical products, cutting replacement products and services, and a pac kaging business. The Energy segment provides drilling and production services to the oil & gas industry and owns a youth sports business. The Financial Services segment consists primarily of the operations of WebBank, a Utah chartered industrial bank, whic h engages in a full range of banking activities. The Supply Chain segment is comprised of the operations of Steel Connec t's wholly-owned subsidiary, ModusLink, which provides supply chain management and logistics services. Corporate and Other consists of several consolidated subsidiaries, including Steel Services, equit y method and other investments, and cash and cash equivalents. Its income or loss includes certain unallocated general corporate expenses. Steel Services has management services agreements with its consolidated subsidiaries and other related companies as further discussed in Note 15 - "Related Party Transactions." Previously, the service fees charged by Steel Services to the Diversified Industrial, Energy, Financial Services, and Supply Chain segments related to the Ma nagement Services Agreements were approximately $13,699, $2,373, $540 and $630, respectively, for the three months ended September 30, 2024 and $41,097, $7,118, $1,620, and $1,891, respectively, for the nine months ended September 30, 2024, and were reflected as expenses in the segment income (loss) below, but were eliminated in consolidation. Due to certain change s to the entity structure, we revised internal reporting provided to our Chief Operating Decision Maker (“CODM”) and there is no further need to allocate the fees related to the Management Services Agreements to the four reportable segments. Accordingly, prior period information has been recast to conform with the current period presentation. 32
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Segment information is presented below: 2025 2024 2025 2024 Revenue: Diversified Industrial $ 322,741 $ 318,642 $ 962,141 $ 945,576 Energy 38,549 40,266 114,946 109,182 Financial Services 136,285 113,027 378,651 338,575 Supply Chain 45,972 48,488 139,085 136,595 Total revenue $ 543,547 $ 520,423 $ 1,594,823 $ 1,529,928 Income (loss) before interest expense and income taxes: Diversified Industrial $ 40,950 $ 40,045 $ 123,469 $ 107,272 Energy 3,534 5,839 13,643 15,268 Financial Services 38,175 24,485 100,250 82,466 Supply Chain 5,512 3,267 12,568 10,760 Corporate and Other 10,375 (18,546) (1,063) (45,978) Income before interest expense and income taxes 98,546 55,090 248,867 169,788 Interest expense 2,125 1,993 8,166 5,074 Income tax provision (benefit) 25,191 16,224 63,576 (31,906) Net income $ 71,230 $ 36,873 $ 177,125 $ 196,620 Loss of associated companies, net of taxes: Corporate and Other $ — $ — $ — $ 7 Total $ — $ — $ — $ 7 Segment depreciation and amortization: Diversified Industrial $ 10,425 $ 10,604 $ 31,477 $ 31,743 Energy 1,974 2,161 5,907 6,482 Financial Services 164 233 522 620 Supply Chain 1,586 1,450 4,718 4,145 Corporate and Other 758 548 2,265 849 Total depreciation and amortization $ 14,907 $ 14,996 $ 44,889 $ 43,839 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, 2025 Diversified Industrial Energy Financial Services Supply Chain Total Revenue 322,741 38,549 136,285 45,972 $ 543,547 Less: Cost of goods sold 239,404 31,227 — 31,309 Selling, general and administrative expenses 43,600 3,833 76,276 9,049 Finance interest expense — — 19,820 — Provision for credit losses — — 2,014 — Other segment items (a) (1,213) (45) — 102 Segment income 40,950 3,534 38,175 5,512 88,171 Reconciliation of profit & loss Realized and unrealized gains on securities, net (26,229) Unallocated corporate expense 15,854 Interest expense 2,125 Income from operations before income taxes and equity method investments $ 96,421 (a) Other segment items includes gain on disposal of fixed assets, foreign exchange losses, and certain overhead expenses. 33
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Three Months Ended September 30, 2024 Diversified Industrial Energy Financial Services Supply Chain Total Revenue 318,642 40,266 113,027 48,488 $ 520,423 Less: Cost of goods sold 231,718 30,337 — 33,522 Selling, general and administrative expenses 46,682 4,000 58,809 11,333 Finance interest expense — — 22,648 — Provision for credit losses — — 7,085 — Other segment items (a) 197 90 — 366 Segment income 40,045 5,839 24,485 3,267 $ 73,636 Reconciliation of profit & loss Realized and unrealized losses on securities, net 2,060 Unallocated corporate expense 16,485 Interest expense 1,993 Income from operations before income taxes and equity method investments $ 53,097 (a) Other segment items includes asset impairment charge, loss on disposal of fixed assets, foreign exchange gains, and certain overhead expenses. Nine Months Ended September 30, 2025 Diversified Industrial Energy Financial Services Supply Chain Total Revenue $ 962,141 $ 114,946 $ 378,651 $ 139,085 $ 1,594,823 Less: Cost of goods sold 704,637 89,504 — 96,132 Selling, general and administrative expenses 135,297 12,987 215,280 28,812 Finance interest expense — — 53,769 — Provision for credit losses — — 9,352 — Other segment items (a) (1,262) (1,188) — 1,573 Segment income 123,469 13,643 100,250 12,568 $ 249,930 Reconciliation of profit & loss Realized and unrealized gains on securities, net (43,370) Unallocated corporate expense 44,433 Interest expense 8,166 Income from operations before income taxes and equity method investments $ 240,701 (a) Other segment items includes asset impairment charge, gain on disposal of fixed assets, foreign exchange losses, and certain overhead expenses. Revenue $ 945,576 $ 109,182 $ 338,575 $ 136,595 $ 1,529,928 Less: Cost of goods sold 694,121 82,930 — 95,878 Selling, general and administrative expenses 144,136 12,009 176,253 30,418 Finance interest expense — — 69,697 — Provision for credit losses — — 10,159 — Other segment items (a) 47 (1,025) — (461) Segment income 107,272 15,268 82,466 10,760 $ 215,766 Reconciliation of profit & loss Realized and unrealized gains on securities, net (2,994) Unallocated corporate expense 48,972 Interest expense 5,074 Income from operations before income taxes and equity method investments $ 164,714 Nine Months Ended September 30, 2024 Diversified Industrial Energy Financial Services Supply Chain Total (a) Other segment items includes asset impairment charge, gains on disposal of fixed assets, foreign currency exchange gains, and certain overhead expenses. 34
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17. REGULATORY MATTERS WebBank is subject to various regulatory capital requirements administered by federal ba nking agencies. Failure to meet minimum capital requirements can initiate certain actions by regula tors that, if undertaken, could have a direct material effect on WebBank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, WebBank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. WebBank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. As a result of Basel III, which was fully implemented as of January 1, 2019, WebBank must meet certain minimum requirements for both the quantity and quality of capital. The rules include a new comm on equity Tier 1 capital to risk-weighted assets ratio ("CET1 Ratio") of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which, as fully phased-in, effectively results in a minimum CET1 Ratio of 7.0%. Basel III raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, effectively results in a minimum Tier 1 capital ratio of 8.5% as fully phased-in) and effectively results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer fully phased-in), and requires a minimum leverage ratio of 4.0%. Basel III also made changes to risk weights for certain assets and off-balance sheet exposures. WebBank expects that its capital ratios under Basel III will continue to exceed the well-capitalized minimum capital requirements and such amounts are disclosed in the table below: Amount of Capital Required Actual For Capital Adequacy Purposes Minimum Capital Adequacy With Capital Buffer To Be Well Capitalized Under Prompt Corrective Provisions Amount Ratio Amount Ratio Amount Ratio Amount Ratio As of September 30, 2025 Total Capital (to risk-weighted assets) $ 443,499 20.00 % $ 177,536 8.00 % $ 233,016 10.50 % $ 221,920 10.00 % Tier 1 Capital (to risk-weighted assets) $ 418,400 18.90 % $ 133,152 6.00 % $ 188,632 8.50 % $ 177,536 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 418,400 18.90 % $ 99,864 4.50 % $ 155,344 7.00 % $ 144,248 6.50 % Tier 1 Capital (to average assets) $ 418,400 17.20 % $ 97,417 4.00 % n/a n/a $ 121,772 5.00 % As of December 31, 2024 Total Capital (to risk-weighted assets) $ 401,792 18.70 % $ 172,332 8.00 % $ 226,186 10.50 % $ 215,416 10.00 % Tier 1 Capital (to risk-weighted assets) $ 374,865 17.40 % $ 129,249 6.00 % $ 183,103 8.50 % $ 172,332 8.00 % Common Equity Tier 1 Capital (to risk-weighted assets) $ 374,865 17.40 % $ 96,937 4.50 % $ 150,791 7.00 % $ 140,020 6.50 % Tier 1 Capital (to average assets) $ 374,865 17.90 % $ 83,913 4.00 % n/a n/a $ 104,892 5.00 % The Federal Reserve, Office of the Comptroller of Currency and Federal Deposit Insurance Corporat ion issued an interim final rule that excludes loans pledged as collateral to the Federal R eserve's PPP Lending Facility from supplementary leverage ratio exposure and average total consolidated assets. Additionally, PPP loans will receive a zero percent risk weight under the risk-based capital rules of the federal banking agencies. 18. SUPPLEMENTAL CASH FLOW INFORMATION A summary of supplemental cash flow information for the nine months ended September 30, 2025 and 2024 is presented in the following table: 35
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Nine Months Ended September 30, 2025 2024 Cash paid during the period for: Interest $ 62,793 $ 96,174 Taxes $ 17,884 $ 33,160 Item 4. Management's Discussion and Analysis of Financial Condition and Results of Operations As used in this Quarterly Report, unless the context otherwise requires, the terms "we," "our," "SPLP" and the "Company" refer to Steel Partners Holdings L.P. The following discussion is intended to assist you in understanding our present business and the results of operations, together with our present financial condition. This section should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes contained in this Quarterly Report, along with the Annual R eport for the fiscal year ended December 31, 2024 (the "2024 Annual Report"). All monetary amounts used in this discussion are in thousands. Cautionary Statement Regarding Forward-Looking Statements This Quarterly Report includes "forward-looking statements" within the meaning of federal and sta te securities laws. These statements appear in a number of places in this report and include statement s regarding the Company's intent, belief or current expectations with respect to, among other things, (i) its financing plans, (ii) trends a ffecting its financial condition or results of operations, (iii) the impact of legal claims and related contingencies, (iv) expectations and est imates regarding certain tax and accounting matters, including the impact on our financial statements, (v) We bBank, including its debt securities, credit risk and minimum capital requirements, (vi) cash flows from operations for the next twelve m onths, (vii) full-year capital expenditures, and (viii) the impact of competition. The words "expect," "anticipate," "inte nd," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements; howe ver, this report also contains other forward-looking statements in addition to historical information. Forward-looking statements are only predictions based upon the Company's current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by the statements. Factors that could cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include: disruptions to the Company's business as a result of economic downturns; the negative impact of inflation and supply chain disruptions; the signifi cant volatility of crude oil and commodity prices, the effects of rising interest rates; the Company's subsidiaries' sponsor defined pension plans, which could subject the Company to future cash flow requirements; the ability to comply with lega l and regulatory requirements, including environmental, health and safety laws and regulations, banking regulations and other extensive re quirements to which the Company and its businesses are subject; risks associated with the Company’s wholly-owned subsidiary, WebBank, as a result of its Federal Deposit Insurance Corporation ("FDIC") status, highly-regulated lending programs, and capital requirements; the ability to meet obligations under the Company's senior credit facility through future cash flows or financings; the risk of recent events affecting the financial services industry, including the closures or other failures of se veral large banks; the risk of management diversion, increased costs and expenses, and impact on profitability in connecti on with the Company's business strategy to make acquisitions, the impact of losses in the Company's investment portfolio; the Company's ability to protect its intellectual property rights and obtain or retain licenses to use others' intellectua l property on which the Company relies; the Company's exposure to risks inherent to conducting business outside of the U.S.; the impact of any changes in U.S. trade policies; the adverse impact of litigation or compliance failures on the Company's profitability; a significant disruption in, or breach in security of, the Company's technology systems or protection of personal data; the loss of any significant customer contracts; the Company's ability to maintain effective internal control over financ ial reporting; the rights of unitholders with respect to voting and maintaining actions against the Company or its affiliates; pot ential conflicts of interest arising from certain interlocking relationships amount us and affiliates of the Company's Executive Chairman; the Company's dependence on the Manager and impact of the management fee on the Company's total partners’ capital; the impact to the development of an active market for the Company's units due to transfer restrictions and other factors; the Company's tax treatment and its subsidiaries’ ability to fully utilize their tax benefits; the potential negative impac t on our operations of changes in tax rates, laws or regulations, the loss of essential employees; and other factors described in the "Risk Factors" in Part I, Item 1A of the Company's Annual Report that could affect the Company's results. Any forward-looking statement made in thi s Quarterly Report speaks only as of the date hereof, and investors should not rely upon forward-looking statements as predictions of future events. Except 36
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as otherwise required by law, the Company undertakes no obligation to publicly update or revise a ny forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. OVERVIEW SPLP, together with its subsidiaries, is a diversified global holding company that owns and operate s businesses and has significant interests in various companies, including diversified industrial products, energy, defense, supply chain management and logistics, banking and youth sports. SPLP operates through the following segments: Diversified Industrial, Energy, Financial Services and Supply Chain. Each of our companies has its own management team with signific ant experience in their respective industries. The Diversified Industrial segment is comprised of manufacturers of engineered niche industrial products, with leading market positions in many of the markets they serve. The businesses in this segment distribute products to customers through their sales personnel, outside sales representatives and distributors in North and South America, Europe, Australia, Asia and several other international markets. Its manufacturing operations encompass joining materials, tubing, building materials, performance materials, electrical products, cutting replacement products and services, and metallized films. The Energy segment provides drilling and production services to the oil & gas industry and owns a youth sports business. The operations of the sports business are not material to the Company. The profitabili ty of the energy business is highly sensitive to changes in the price of crude oil. Any future decline in oil prices will negatively impact this business. The Financial Services segment consists of the operations of WebBank. WebBank is an FDIC-insure d state chartered industrial bank headquartered in Utah. WebBank is subject to comprehensive regulation, exami nation and supervision of the FDIC and the State of Utah Department of Financial Institutions ("UDFI"). WebBank is not considere d a "bank" for Bank Holding Company Act purposes and, as such, SPLP is not regulated as a bank holding company. WebBank engages in a full range of banking activities, including originating loans, issuing credit cards and taking deposits that are federally insured. WebBank originates and funds consumer and small business loans through lending programs with unaffiliated companies that market and service the programs ("Marketing Partners"), where the Marketing Partners subsequently purchase the loans (or interests in the loans) that are originated by WebBank. WebBank retains a portion of the loans it originates for its Marketing Partners. WebBank also has private-label financing programs that are branded for a specific re tailer, manufacturer, dealer channel, proprietary network or bank card program. WebBank participates in syndicated commercia l and industrial as well as asset-based credit facilities and asset-based securitizations through relationships with ot her financial institutions. Through its subsidiary, National Partners Pfco, LLC ("National Partners"), WebBank provides commercial premium finance solutions for national insurance brokerages, independent insurance agencies and insureds in key markets throughout the U.S. The Supply Chain segment consists primarily of the operations of Steel Connect, Inc.'s ("Steel Connect" or "STCN") wholly-owned subsidiary, ModusLink Corporation ("ModusLink" or "Supply Chain"), which serves the supply chain management market. ModusLink provides digital and physical supply chain solutions to many of the world's leading brands across a diverse range of industries, including consumer electronics, telecommunications, comput ing and storage, software and content, consumer packaged goods, health and personal care products, retail and luxury and connected devices. These solutions are delivered through a combination of industry expertise, innovative service solutions, and integra ted operations, proven business processes, an expansive global footprint and world-class technology. With a global footprint spanning North America, Europe and the Asia Pacific region, ModusLink's solutions and services are designed to improve end-to-end supply chains in order to drive growth, lower costs, and improve profitability. Corporate and Other consists of several consolidated subsidiaries, including our subsidiary, Steel Services Ltd ("Steel Services"), equity method and other investments, and cash and cash equivalents. Its income or l oss includes certain unallocated general corporate expenses. Steel Services has management services agreements with our c onsolidated subsidiaries and other related companies. Steel Services provides assignment of C-Level management personnel, l egal, tax, accounting, treasury, consulting, auditing, administrative, compliance, environmental health and safety, human re sources, marketing, investor relations, operating group management and other similar services. For additional information on these service agreements, see Note 15 - "Related Party Transactions" to the SPLP consolidated financial statements found elsewhere in this Quarterly Report. 37
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RESULTS OF OPERATIONS Comparison of the Three and Nine Months Ended September 30, 2025 and 2024 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue $ 543,547 $ 520,423 $ 1,594,823 $ 1,529,928 Cost of goods sold 301,939 295,577 890,273 872,929 Selling, general and administrative expenses 147,667 137,310 436,984 412,301 Asset impairment charge — 530 195 530 Interest expense 2,125 1,993 8,166 5,074 Realized and unrealized (gains) losses on securities, net (26,229) 2,060 (43,370) (2,994) All other expense, net * 21,624 29,856 61,874 77,367 Total costs and expenses 447,126 467,326 1,354,122 1,365,207 Income from operations before income taxes and equity method investments 96,421 53,097 240,701 164,721 Income tax provision (benefit) 25,191 16,224 63,576 (31,906) Loss of associated companies, net of taxes — — — 7 Net income $ 71,230 $ 36,873 $ 177,125 $ 196,620 * Includes Finance interest expense, Provision for credit losses, and Other expense (income), net from the Consolidated Statements of Operations Revenue Revenue for the three months ended September 30, 2025 increased $23,124, or 4.4%, as compared to the same period last year. This increase was due to $23,258, or 20.6%, higher revenue from the Financial Services se gment and $4,099 or 1.3%, higher net sales from the Diversified Industrial segment, partially offset by $2,516, or 5.2% lower revenue from the Supply Chain segment and $1,717 or 4.3%, lower net revenue from the Energy segment. Revenue for the nine months ended September 30, 2025 increased $64,895, or 4.2%, as compared to the same period last year, as a result of higher revenue of $40,076 or 11.8% from the Financial Services segment and higher net sales of $16,565, or 1.8% from the Diversified Industrial segments, higher net revenue of $5,764, or 5.3% from the Energy segment, and higher revenue of $2,490 or 1.8% from the Supply Chain segment. Cost of Goods Sold Cost of goods sold for the three months ended September 30, 2025 increased $6,362, or 2.2%, as compared to the same period last year, resulting from higher net sales from the Diversified Industrial segment and hi gher equipment rental costs from the Energy segment, partially offset by the Supply Chain segment driven by lower revenue. Cost of goods sold for the nine months ended September 30, 2025 increased $17,344, or 2.0%, as compared to the same period last year, resulting from higher net sales from the Diversified Industrial segment and hi gher net revenue and higher equipment rental costs from the Energy segment. Selling, General and Administrative Expenses Selling, general and administrative expenses ("SG&A") for the three months ended September 30, 2025 increased $10,357, or 7.5%, as compared to the same period last year. The increase was primarily due to hi gher expenses from the Financial Services segment of $17,700, primarily due to higher credit performance and servicing fees driven by higher credit risk transfer ("CRT") balances, partially offset by lower Corporate of $2,300, primarily due to lower employee benefit costs and professional fees and Diversified Industrial segment of $2,500 primarily due to lower sales volume from its Tubing business and Electrical Products business. SG&A for the nine months ended September 30, 2025 increased $24,682, or 6.0%, as compared to the same period last year. The increase was primarily driven by higher SG&A expenses from the Financial Services se gment of $40,000 as discussed above, partially offset by lower Corporate of $5,500, primarily due to lower employee benefit costs and professional fees, lower Diversified Industrial segment of $7,300, primarily due to lower sales volume and headcount from its Tubing business and Electrical Products business. 38
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Interest Expense Interest expense increased $132, or 6.6% and $3,092, or 60.9% for the three and nine months ended September 30, 2025, respectively, as compared to the same periods last year. The increases were primari ly due to higher average interest rates and lower money market interest income driven by lower cash investment balances, as compared to the same periods last year. Realized and Unrealized (Gains) Losses on Securities, Net The Company recorded gains of $26,229 and $43,370 for the three and nine months ended September 30, 2025, as compared to losses of $2,060 and gains of $2,994 for the three and nine months ended September 30, 2024, respectively. These gains and losses were due to the mark-to-market adjustments on the Company's portfolio of securities. All Other Expense, Net All other expense, net totaled $21,624 and $61,874 for the three and nine months ended September 30, 2025, as compared to $29,856 and $77,367in the same periods of 2024, respectively. Lower all other expense, net for the three and nine months ended September 30, 2025 was primarily due to $2,828 and $15,928 lower finance interest expense and $5,071 and $807 lower provisions for credit losses related to the Financial Services segment, as compared t o the same periods of 2024, respectively. Income Tax Provision The Company recorded an income tax provision of $25,191 and $16,224 for the three months ended September 30, 2025 and 2024, respectively, and an income tax provision of $63,576 and an income tax benefit of $31,906 for the nine months ended September 30, 2025 and 2024, respectively. As a limited partnership, the Company is generall y not directly subject to federal and state income taxes, and instead its profits and losses are passed directly to its limited partners for inclusion in their respective income tax returns. Provisions have been made for federal, state, local, and forei gn income taxes on the results of operations generated by our consolidated subsidiaries that are taxable entities. The Com pany's effective tax rate was 26.4% and (19.4%) for the nine months ended September 30, 2025 and 2024, respectively. The higher effective tax rate for the nine months ended September 30, 2025, is primarily due to the impact of unrealized gains and losses on inve stments and the reduction in the valuation allowance against deferred tax assets reflected in the prior year. Signific ant differences between the statutory rate and the effective tax rate include the effect of state and local income taxe s, partnership losses for which no tax benefit is recognized, and other permanent differences. On July 4, 2025, Public Law No. 119-21 was enacted, making several changes to U.S. federal income tax rules, including modifications to bonus depreciation, the deductibility of business interest expense, re search and development expensing, and international tax regimes. FASB ASC 740, "Income Taxes," requires the effects of c hanges in tax rates and laws on tax balances to be recognized in the period in which the legislation is enacte d. For the nine months ended September 30, 2025, the Company recorded only immaterial discrete adjustments related to the reme asurement of deferred tax assets and liabilities; because these adjustments primarily affected temporary differences, they did not have a material impact on income tax expense or the Company's effective tax rate for the quarter. The Company continues to eval uate state conformity and administrative guidance relating to the new law, and any resulting impacts will be reflected in the period such items are finalized, including updates to deferred tax balances and discrete tax expense items, as applicable. DISCUSSION OF CONSOLIDATED CASH FLOWS The following table provides a summary of the Company's consolidated cash flows from operations for the nine months ended September 30, 2025 and 2024: Nine Months Ended September 30, 2025 2024 Net cash provided by operating activities $ 150,210 $ 368,173 Net cash (used in) provided by investing activities (139,683) 2,312 Net cash (used in) by financing activities 43,730 (560,437) Net change for the period $ 54,257 $ (189,952) 39
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Cash Flows from Operating Activities During the nine months ended September 30, 2025, the Company generated $150,210 of cash from operating activities, which was primarily due to operating income of $177,125, depreciation and amortization of $44,889, deferred income taxes of $43,735, an increase of accounts payable and accrued liabilities of $35,313, partially offset by a n increase in loans held for sale of $109,624, and unrealized gains on securities of $43,370. During the nine months ended September 30, 2024, the Company generated $368,173 of cash from operating activities, which was primarily due to a net decrea se in loans held for sale of $215,665 and net income of $196,620, partially offset by a deferred income tax benefit of $65,224 Cash Flows from Investing Activities During the nine months ended September 30, 2025, the Company used $139,683 of cash from investing activities, which was primarily due to purchases of investments of $241,116 and loan originations, net of collections, of $119,547, purchases of property, plant, and equipment $24,336, partially offset by maturities of investments of $192,065 and proceeds from the sales of investments of $52,067. During the nine months ended September 30, 2024, the Company generated $2,312 of cash from investing activities, which was primarily due to loan originations, net of colle ctions, of $76,790, proceeds from maturities of investments of $16,832 and proceeds from sales of investments of $13,788, partially offset by capital expenditures of $55,712 and purchases of investments of $50,706. Cash Flows from Financing Activities During the nine months ended September 30, 2025, the Company generated $43,730 of cash from financing activities, which was primarily due to a net increase in deposits of $206,120, partially offset by net revolve r payments of $62,550, purchases of the Company's preferred units of $55,350, and purchases of subsidiary shares from noncontrolling interests of $33,512. During the nine months ended September 30, 2024, the Company used $560,437 of cash from financing activities, which was primarily due to a decrease in deposits of $347,430, common unit repurchases of $105,070, net revolver repayments of $71,149, the purchase of subsidiary shares from noncontrolling interests of $16,181, and a net decrease in other borrowings of $10,528. LIQUIDITY AND CAPITAL RESOURCES SPLP (excluding its operating subsidiaries, the "Holding Company") is a diversified global holding company with assets that principally consist of the stock of its direct subsidiaries, equity method and other investments, and cash and cash equivalents. The Company works with its businesses to enhance their liquidity and operations and increase long-term value for its unitholders and stakeholders through working capital improvements, capital allocation poli cies, and operational and growth initiatives. Management plans to use the following strategies to continue to enhance liquidity: (1) continuing to implement improvements using the Steel Business System throughout all the Company's operations to increase sales and operating efficiencies; (2) supporting profitable sales growth both internally and potentially through acquisi tions; and (3) evaluating from time to time and as appropriate, strategic alternatives with respect to its businesses and/or assets. The Company continues to examine all of its options and strategies, including acquisitions, divestitures and other c orporate transactions, to increase cash flow and stakeholder value. The Company's senior credit facility, as amended and restated, (the "Credit Agreement") consists of a senior secured revolving credit facility in an aggregate principal amount not to exceed $600,000 (the "Revolving Credit Loans"), which includes a $50,000 subfacility for swing line loans, a $50,000 subfacility for standby letters of credit and a currency sublimit (available in euros and pounds sterling) equal to the lesser of $75,000 and the total amount of the Revolving Credit Commitment. The Credit Agreement covers substantially all of the Company's subsidiaries, with the exception of WebB ank and Steel Connect. Availability under the Credit Agreement is based upon earnings and certain covenants, including a maximum ratio limit on Total Leverage and a minimum ratio limit on Interest Coverage, each as defined in the Credit Agreement. The Credit Agreement is subject to certain mandatory prepayment provisions and restrictive and financial covenants, primarily the leverage ratios described above. The Company was in compliance with all financial and nonfinancial c ovenants as of September 30, 2025. The Company believes it will remain in compliance with the Credit Agreement's cove nants for the next twelve months. If the Company does not meet its financial covenants, and if it is unable to secure necessa ry waivers or other amendments from its lenders on terms acceptable to management, its ability to access available lines of credit could be limited, its debt obligations could be accelerated and liquidity could be adversely affected. The Credit Agreeme nt will expire on December 29, 2026, and all outstanding amounts will be due and payable. 40
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The Holding Company and its operating subsidiaries believe that they have access to ade quate resources to meet their needs for normal operating costs, capital expenditures, pension payments, debt obligations and working capital for their existing business, as well as to fund its taxes, legal and environmental matters, for at least the next twelve months. These resources include cash and cash equivalents, investments, cash provided by operating activities and unuse d lines of credit. The Holding Company and its operating businesses' ability to satisfy their debt service obligations, to fund planned capital expenditures and required pension payments, and to make acquisitions or repurchase units under its common unit repurchase program will depend upon their future operating performance, which will be affected by prevailing economic conditi ons in the markets in which they operate, as well as financial, business and other factors, some of which are beyond their control. As indicated above, there can be no assurances that the Holding Company and its operating businesses will continue to have acc ess to their lines of credit if their financial performance does not satisfy the financial covenants set forth in their respect ive financing agreements, which could also result in the acceleration of their debt obligations by their respective lenders, adversely affecting liquidity. As of September 30, 2025, the Company's working capital was $716,352, as compared to working capital of $625,316 as of December 31, 2024. The Company's total availability under the Credit Agreement was approximately $532,800 as of September 30, 2025. During the nine months ended September 30, 2025, capital expenditures were $24,336, as compared to $55,712 for the same period of 2024. The Company and its subsidiaries have ongoing commitments, which include funding of the minimum requirements of its subsidiaries' pension plans. During the nine months ended Septembe r 30, 2025, the Company contributed $4,020 to its pension plans. The Company currently estimates it will contribute $992 to its pension plans during the remainder of 2025. Required future pension contributions are estimated based upon assumptions such as discount rates on future obligations, assumed rates of return on plan assets and legislative changes. Actual future pensi on costs and required funding obligations will be affected by changes in the factors and assumptions described in the previous sentence, including the impact of declines in pension plan assets and interest rates, as well as other changes such as any plan termination or other acceleration events. WebBank manages its liquidity to provide adequate funds to meet anticipated financi al obligations, such as certificate of deposit maturities and to fund customer credit needs. WebBank had $251,705 and $141,092 in cash and cash equivalents, time deposits placed at other institutions and federal funds sold as of September 30, 2025 and December 31, 2024, respectively. WebBank had $65,000 in lines of credit from its correspondent banks as of September 30, 2025 and December 31, 2024. WebBank had $156,918 and $204,748 available from the Federal Reserve discount window as of September 30, 2025 and December 31, 2024, respectively. Therefore, WebBank had a total of $473,623 and $410,840 in cash, lines of credit and access to the Federal Reserve Bank discount window as of September 30, 2025 and December 31, 2024, respectively, which represents approximately 19.8% and 19.5%, respectively, of WebBank's total assets, excluding PPP loans. Steel Connect's wholly-owned subsidiary, ModusLink, has a revolving credit agreement (the "Umpqua Revolver") with Umpqua Bank which provides for a maximum credit commitment of $12,500 and a sub-limit of $5,000 for letters of credit and expires on March 31, 2026. As of September 30, 2025, ModusLink was in compliance with the Umpqua Revolver's covenants, and believes it will remain in compliance with the Umpqua Revolver’s covenants throughout the term of the agreement. As of September 30, 2025, ModusLink had available borrowing capacity of $11,890 and there was $610 outstanding for letters of credit. Off-Balance Sheet Arrangements It is not the Company's usual business practice to enter into off-balance sheet arrangements such as guarantees on loans and financial commitments, indemnification arrangements and retained interests in assets transferred to an unconsolidated entity for securitization purposes. SPLP uses the same credit policy in making commitments and conditional obligations as it does for on-balance sheet instruments. WebBank is a party to financial instruments with off-balance sheet risk. In the normal c ourse of business, these financial instruments include commitments to extend credit in the form of loans as part of WebBank's lending arrangements with Marketing Partners. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the Company's consolidated balance sheets. The contractual amounts of those instruments reflect the extent of involvement WebBank has in particular classes of financial instruments. At September 30, 2025 and December 31, 2024, WebBank's undisbursed commitments under these instruments totaled $431,205 and $430,960, respectively. Commitments to extend credit are agreements to lend to a borrower who meets the lending criteria established by WebBank through one of WebBank's lending agreements with its Marketing Partners, provided there is no violation of any condition established in the contract with the counterparty to the le nding arrangement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fe e, and in some cases are subject to 41
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ongoing adjustment by WebBank. Since certain of the commitments are expected to expire without the credit being extended, the total commitment amounts do not necessarily represent future cash requirements. WebBank evaluates each prospective borrower's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deem ed necessary by WebBank upon extension of credit, is based on management's credit evaluation of the borrower and WebBank's Marketing Partner. WebBank's exposure to credit loss in the event of nonperformance by the other party to the financ ial instrument for commitments to extend credit is represented by the contractual amount of those instrum ents. WebBank uses the same credit policy in making commitments and conditional obligations as it does for on-balance sheet instruments. 42