Form 11-K HELIOS TECHNOLOGIES, For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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(Mark One)
☒ |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
Commission File Number: 001-40935
_____________________________________
A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
HELIOS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
7456 16th St E
SARASOTA, FLORIDA 34243
HELIOS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2025 AND 2024
CONTENTS
All other schedules are omitted as they are not applicable or not required based on disclosure requirements of the Employee Retirement Income Security Act of 1974 and regulations issued by the Department of Labor.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator and Plan Participants
Helios Technologies, Inc. 401(k) Retirement Plan
Opinion on the financial statements
We have audited the accompanying statements of net assets available for benefits of Helios Technologies, Inc. 401(k) Retirement Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental information
The supplemental schedules of delinquent participant contributions for the year ended December 31, 2025 and assets (held at end of year) as of December 31, 2025 (“supplemental information”) has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
GRANT THORNTON LLP (signed manually)
We have served as the Plan’s auditor since 2016.
Boston, Massachusetts
June 23, 2026
1
HELIOS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2025 |
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2024 |
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Assets |
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Noninterest-bearing cash |
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$ |
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$ |
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Investments, at fair value |
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Receivables: |
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Employer contribution |
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Participant contribution |
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Notes receivable from participants including interest |
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Total receivables |
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Net assets available for benefits |
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$ |
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$ |
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The accompanying Notes to the Financial Statements are an integral part of these financial statements.
2
HELIOS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2025
Additions: |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
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Interest and dividends |
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Net investment income |
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Contributions: |
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Employer |
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Participant |
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Rollovers |
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Total contributions |
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Interest income on notes receivable from participants |
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Total additions |
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Deductions: |
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Benefits paid to participants |
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Administrative expenses |
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Total deductions |
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Net increase in net assets available for benefits |
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Total net increase in net assets available for benefits |
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Net assets available for benefits |
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Beginning of the year |
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End of the year |
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$ |
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The accompanying Notes to the Financial Statements are an integral part of these financial statements.
3
HELIOS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
1. Description of Plan
The following description of the Helios Technologies, Inc. 401(k) Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement, as amended and restated, for a more complete description of the Plan’s provisions.
General
The Plan became effective on January 1, 1979. The Plan is a defined contribution 401(k) plan covering certain employees of its sponsor, Helios Technologies, Inc. (the “Corporation,” “Helios”, "Company" or “Employer”) and certain wholly owned subsidiaries including Enovation Controls, LLC (“Enovation”), Helios Center for Engineering Excellence, LLC (“HCEE”), and Helios Hydraulics Americas, LLC (“HHAM”). Employees are eligible to participate in the Plan effective on the first day of the calendar month coinciding with or following their hire date and are automatically enrolled in the Plan 30 days after their participation date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
The Plan is administered by the Helios Technologies Employee Benefits Committee (the “Committee”) except in connection with the acquisition, retention or disposition of Corporation stock held by the Plan, with respect to which the Corporation's Board of Directors retains authority. The Committee is composed of five employees of the Corporation who are delegated administrative responsibility by the Corporation’s Board of Directors. Charles Schwab Trust Bank (the “Trustee”) is the current trustee for the Plan. Schwab Retirement Plan Services, Inc. provides the recordkeeping, accounting, and the telephone and internet exchange features of the Plan. Morgan Stanley’s Graystone Consulting serves as the Plan’s ERISA 3(21) investment advisor, providing non-discretionary investment guidance and fiduciary support to the Committee.
The sponsor company common stock fund is a share-based stock fund. At December 31, 2025, the fund held
Plan Amendments
Effective January 1, 2024, the employees of Sun and Faster were transferred to HHAM and Sun and Faster were removed as adopting employers of the Plan.
Effective January 1, 2024, pre-tax contributions, of up to
4
Years of Service |
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% Match |
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Less than three years |
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% |
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After three years |
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% |
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After five years |
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% |
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After seven or more years |
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% |
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Effective January 1, 2024, pre-tax contributions, of up to
Effective January 1, 2025, the employees of Balboa were transferred to Enovation and Balboa was removed as an adopting employer of the Plan. As a result of this change, all adopting employers of the Plan have a consistent employer match schedule.
Effective January 1, 2025, all participants employed by Enovation are vested in all employer contributions based on years of services outlined in the Vesting notes.
Effective January 1, 2025, eligible employees are no longer able to make contributions to the Plan from compensation received as vacation payout, paid time off and sick time payout. Eligible employees are now able to make contributions to the Plan from compensation received as bonus compensation.
Effective February 1, 2025, all eligible employees hired by the Plan sponsor and any of its wholly owned subsidiaries that are covered under the Plan are automatically enrolled in the Plan at
Contributions
Eligible employees of Enovation, HCEE, HHAM and Helios are automatically enrolled in the Plan at
The participant contributions and employer match for Enovation, HCEE, HHAM and Helios calculated for the last payroll of the calendar year totaled $
Additional contributions may be made by the Corporation on a discretionary basis. For the 2025 and 2024 plan years, no additional discretionary contributions were made.
Participants can also contribute amounts representing distributions from other qualified defined benefit or defined contribution retirement plans, as well as direct rollovers from individual retirement accounts or annuities.
Participant Accounts
Each participant’s account is credited with the participant’s contribution, any employer contribution and an allocation of Plan earnings or losses. Allocations are based on the participant’s account balance. Participant
5
accounts are charged with an allocation of administrative expenses that are paid by the Plan. Allocations are based on participant earnings, account balances, or specific participant transactions, as defined.
Vesting
Participants are immediately vested in their voluntary contributions plus actual earnings thereon.
Years of Service |
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Vesting % |
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Less than 1 |
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1 |
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% |
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2 |
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% |
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3 |
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% |
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4 |
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% |
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5 or more |
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% |
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Participants who were employed by Enovation and Balboa prior to January 1, 2025, were vested in all employer contributions based upon years of service defined in the Plan, as follows:
Years of Service |
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Vesting % |
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Less than 1 |
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1 |
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% |
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2 |
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% |
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3 or more |
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% |
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Payment of Benefits
If a participant ceases to be employed by the Corporation for any reason other than death or total and permanent disability, prior to satisfying the age and service requirements for early or normal retirement, the terminated participant may elect to receive lump-sum or periodic payments of the participant’s vested account balance. Withdrawals may be subject to tax withholdings and penalties.
Benefits may be paid upon death, disability, termination, retirement or upon reaching the normal retirement age. Benefits are paid to the participants or their beneficiaries, in lump-sum amounts or periodic payments. Under certain circumstances, hardship withdrawals are allowed from the Plan.
Investment Options
The participants, upon enrollment in the Plan, elect to invest their contributions, in
6
Notes Receivable From Participants
A participant may receive a loan based on the loan program set forth by the Plan. A participant can have a maximum of one general loan and one residential loan outstanding at any time. The minimum amount of a loan is $
Plan Expenses
Certain expenses of maintaining the Plan are paid by the Plan, unless otherwise paid by the Company. Expenses that are paid by the Company are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant's account and are included in administrative expenses. Investment related expenses are included in net appreciation of fair value of investments.
Forfeitures
At December 31, 2025 and 2024, forfeited nonvested accounts totaled $
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements are presented on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
7
Investments
The Plan’s investments are held by the Trustee. The Plan’s investments are stated at fair value. If available, quoted market prices are used to value investments. Investment income and gains and losses are allocated among participants on the basis of individual participant account balances. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.
Payment of Benefits
Benefits are recorded when paid.
Net Appreciation (Depreciation) in Fair Value of Investments
The Plan presents, in the statement of changes in net assets available for benefits, net appreciation in fair value of investments consisting of realized gains (losses) and unrealized appreciation (depreciation) on those investments.
3. Fair Value Measurements
The Plan applies fair value accounting guidelines for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Under these guidelines, fair value is defined as the price that would be received for the sale of an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the plan has the ability to access.
Level 2 - Inputs to the valuation methodology include:
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 - Unobservable inputs that are supported by little, infrequent, or no market activity and reflect the Company’s own assumptions about inputs used in pricing the asset or liability.
8
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. There have been no changes in the methodologies used at December 31, 2025 and 2024.
Common stocks
The Corporation’s Common Stock and common stock of other companies held in self-directed brokerage accounts are stated at fair value as quoted by the market close price on a recognized securities exchange on the last business day of the Plan year and are classified as Level 1 of the valuation hierarchy.
Money market funds
Money market funds and money market funds held in self-directed brokerage accounts are valued at quoted prices in an active market, which represents the net asset values (“NAV”) of shares held by the Plan at year-end and are classified as Level 1 of the valuation hierarchy.
Mutual funds
Mutual funds and mutual funds held in self-directed brokerage accounts are valued at quoted prices in an active market, which represents the net asset values of shares held by the Plan at year-end and are classified as Level 1 of the valuation hierarchy.
Collective trust funds
Collective trust funds are valued at the NAV of the underlying assets owned by the fund, minus its liabilities and then divided by the number of units outstanding. The NAV is provided by the fund administrators and is used as a practical expedient to estimating fair value and therefore collective trust funds are not assigned to a level in the fair value hierarchy table. The collective trust funds provide for daily redemptions by the Plan at the reported net asset values per share, with no advance notice requirement. As of December 31, 2025 and 2024 there are no unfunded commitments.
As of December 31, 2025, the Plan’s investments measured at fair value on a recurring basis were as follows:
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Fair Value Measurements at December 31, 2025 Using |
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Investments Measured at Fair Value at |
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Quoted Prices in Active Markets for Identical Assets |
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Significant Other Observable Inputs |
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Significant Unobservable Inputs |
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12/31/2025 |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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Company Common Stock |
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$ |
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$ |
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$ |
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$ |
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Money market funds |
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Mutual funds |
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Self-directed brokerage accounts |
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Total assets in the fair value hierarchy |
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Collective trust funds measured at NAV |
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Total investments |
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$ |
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9
As of December 31, 2024, the Plan’s investments measured at fair value on a recurring basis were as follows:
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Fair Value Measurements at December 31, 2024 Using |
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Investments Measured at Fair Value at |
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Quoted Prices in Active Markets for Identical Assets |
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Significant Other Observable Inputs |
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Significant Unobservable Inputs |
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12/31/2024 |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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Company Common Stock |
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$ |
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$ |
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$ |
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$ |
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Money market funds |
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Mutual funds |
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Self-directed brokerage accounts |
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Total assets in the fair value hierarchy |
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Collective trust funds measured at NAV |
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Total investments |
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$ |
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4. Tax Status of the Plan
The Internal Revenue Service issued an opinion letter dated
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken uncertain tax positions that more-likely-than-not would not be sustained upon examination by applicable taxing authorities. The Plan is subject to routine audits by taxing jurisdictions. However, currently no audits for any tax periods are in progress.
5. Plan Termination
Although it has not expressed any intent to do so, the Corporation has the right under the Plan to amend or discontinue the Plan at any time and to terminate the Plan, subject to the terms of ERISA. In the event of Plan termination, the participants will become
Certain Plan investments are shares of mutual funds, money market funds, self-directed brokerage accounts and collective trust funds managed by the Trustee, notes receivable from participants and shares of the Corporation’s common stock; and, therefore, these transactions qualify as party-in-interest transactions.
7. Nonexempt Party-In-Interest Transactions
For the year ended December 31, 2023, the Company identified late remittances of participant contributions of $
10
8. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
9. Subsequent Events
There were no subsequent events and transactions for potential recognition or disclosure in the financial statements through June 23, 2026, the date the financial statements were issued.
11
SUPPLEMENTAL SCHEDULE
HELIOS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED December 31, 2025
Information furnished pursuant to item 4a, Part IV, Schedule H of Form 5500
Employer identification number:
Plan number:
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Total That Constitute Nonexempt Prohibited Transactions |
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Participant Contributions Transferred Late to Plan |
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Contributions Not Corrected |
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Contributions Corrected Outside VFCP |
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Contributions Pending Correction in VFCP |
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Total Fully Corrected Under VFCP and PTE 2002-51 |
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Check here if Late Participant Loan Repayments are included: |
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2023 participant contributions transferred late to the Plan |
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$ |
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$ |
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$ |
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$ |
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See accompanying report of Independent Registered Public Accounting Firm |
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12
SUPPLEMENTAL SCHEDULE
HELIOS TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2025
Information furnished pursuant to item 4i, Schedule H of Form 5500
Employer identification number:
Plan number:
(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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Identity of issue, borrower, lessor, or similar party |
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Description of investment including maturity date, rate of interest, collateral, par or maturity value |
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Cost |
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Market value |
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* |
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* |
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Various maturity dates with |
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Total |
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$ |
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* Represents a party-in-interest to the Plan.
# Investments are participant-directed and, therefore, cost information is not required.
See accompanying report of independent registered public accounting firm.
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Helios Technologies, Inc. 401(k) Retirement Plan |
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June 23, 2026 |
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By: |
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/s/ Jeremy Evans |
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Jeremy Evans |
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Executive Vice President, Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
14
ATTACHMENTS / EXHIBITS
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