UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

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HELIOS TECHNOLOGIES, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant

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HELIOS TECHNOLOGIES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Wednesday, June 4, 2025

Notice is hereby given that the Annual Meeting of Shareholders of Helios Technologies, Inc., a Florida corporation, will be held in person on Wednesday, June 4, 2025, at 9:00 a.m. (Central Daylight Time) at the Deer Path Inn, 255 E. Illinois Rd., Lake Forest, Illinois 60045 for the following purposes:

Shareholders of record at the close of business on April 9, 2025 (referred to herein as the “record date”), are entitled to receive notice of and to vote at the Meeting and any adjournment thereof.

We sent a Notice of Internet Availability of Proxy Materials on or about April 23, 2025 and provided access to our proxy materials over the Internet beginning April 23, 2025, for the holders of record and beneficial owners of our common stock as of the close of business on the record date. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability instructs you on how to access and review this proxy statement and our annual report and authorize a proxy online to vote your shares. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

If your shares are held in street name by a brokerage, your broker will supply the Notice of Internet Availability instructions on how to access and review this proxy statement and our annual report and authorize a proxy online to vote your shares. If you receive paper copies of the materials from your broker by mail, please mark, sign, date and return your proxy card to the brokerage. It is important that you return your proxy to the brokerage as quickly as possible so that the brokerage may vote your shares. You may not vote your shares in person at the Meeting unless you obtain a power of attorney or legal proxy from your broker authorizing you to vote the shares, and you present this power of attorney or proxy at the Meeting.

Sarasota, Florida

April 23, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDERS MEETING TO BE HELD ON JUNE 4, 2025

This Proxy Statement and our Annual Report to Shareholders are available at: https://web.viewproxy.com/HeliosTechnologies/2025 and https://ir.heliostechnologies.com.

TABLE OF CONTENTS

HELIOS TECHNOLOGIES, INC.

7456 16th Street East

Sarasota, Florida 34243

PROXY STATEMENT

This proxy overview is a summary of information that you will find throughout this proxy statement. As this is only an overview, we encourage you to read the entire proxy statement, which was first distributed to our shareholders on or about April 23, 2025.

Any proxy delivered pursuant to this solicitation may be revoked, at the option of the person executing the proxy, at any time before it is exercised by delivering a signed revocation to the Company, by submitting a later-dated proxy or by attending the meeting in person and casting a ballot. If proxies are signed and returned without voting instructions, the shares represented by the proxies will be voted as recommended by the Board of Directors (the “Board”). If you are a shareholder of record, you may vote by granting a proxy. Specifically, you may vote:

The cost of soliciting proxies will be borne by the Company. In addition to the use of the mail, proxies may be solicited personally, by internet or by telephone by regular employees of the Company. The Company does not expect to pay any compensation for the solicitation of proxies, but may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expense in sending proxy materials to their principals and obtaining their proxies. The approximate date on which this Proxy Statement and enclosed form of proxy first has been mailed or made available over the Internet to shareholders is as of April 23, 2025.

The close of business on April 9, 2025, has been designated as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting. As of April 9, 2025, 33,331,814 shares of the Company’s Common Stock, par value $.001 per share, were issued and outstanding. Each shareholder will be entitled to one vote for each share of Common Stock registered in his or her name on the books of the Company on the close of business on April 9, 2025, on all matters that come before the Meeting. Abstentions will be counted as shares that are present and entitled to vote for purposes of determining whether a quorum is present. Shares held by nominees for beneficial owners will also be counted for purposes of determining whether a quorum is present if the nominee has the discretion to vote on at least one of the matters presented, even though the nominee may not exercise discretionary voting power with respect to other matters and even though voting instructions have not been received from the beneficial owner (a “broker non-vote”). Brokers have the discretionary voting power with respect to the ratification of the appointment of Grant Thornton LLP as our independent public accounting firm.

Vote Required

Directors are elected by a plurality of votes cast (meaning that the one director nominee who receives the highest number of shares voted “for” the election are elected). “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the nominee.

The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm is approved if the votes cast favoring the action exceed the votes cast opposing the action. Abstentions are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal. This proposal is considered a routine matter on which a broker will have discretionary authority to vote on the proposal should a beneficial holder not provide voting instructions. For that reason, if you are a beneficial holder and you wish to vote “for,” “against” or “abstain” from this proposal, you will have to provide your broker with such an instruction. Otherwise, your broker will vote in its discretion.

The advisory vote on named executive officer compensation is approved if the votes cast favoring the action exceed the votes cast opposing the action. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.

Our Shared Values Shape our Culture

As an organization, we use our Shared Values as a guide to ensure we act in everyone’s best interest to achieve our mission.

These Shared Values are for the entire organization and every employee, no matter their role or function. They are the foundation from which we work and drive our organization forward each day.

These Shared Values are:

Honesty

Committing fully to truth, transparency, and actions that build trust and collaboration.

Excellence

Driving relentlessly for mastery that elevates quality, performance and standards.

Learning

Pursuing growth by harnessing successes and failures as fuel for advancing collective knowledge.

Innovation

Fostering a culture of creativity that ignites imagination and forges a better path forward.

Ownership

Embracing responsibility and taking accountability for all our actions results.

Solutions

Solving problems and conquering challenges to deliver impactful outcomes.

2024: Year in Review

27 CONSECUTIVE YEARS of Dividends to Shareholders

TOTAL COMPANY FINANCIAL RESULTS1

The proposed Board of the Company will consist of six members. The Board is divided into three classes of directors serving staggered three-year terms. Directors hold their positions until the annual meeting of shareholders in the year in which their terms expire, until their respective successors are elected and qualified, or until their earlier resignation, removal from office or death.

The term of office of two of the Company’s existing directors – Doug Britt and Diana Sacchi, will expire at the Meeting. Philippe Lemaitre, who previously announced his retirement from the Board, will not be nominated for reelection. The Board would like to express its sincere gratitude to Mr. Lemaitre for his years of service on the Helios Board which began in June 2007 and in which he has served as the Board Chair since 2013.

On July 1, 2024, the Company appointed Mr. Lemaitre Independent Executive Chairman, as it placed Josef Matosevic, then President & Chief Executive Officer and Director, on paid leave as it investigated allegations related to potential violations of the Company's Code of Business Conduct and Ethics. On that same date, the Company announced that Sean Bagan would be assuming the role of Interim President & Chief Executive Officer in addition to his responsibility as Chief Financial Officer.

On July 29, 2024, the Company terminated Mr. Matosevic for cause after an independent investigation from an outside law firm determined that Mr. Matosevic violated Company policy and demonstrated behavior that was inconsistent with the Company's shared values and Code of Business Conduct and Ethics. The Company would then initiate a comprehensive search to identify a permanent successor as President & Chef Executive Officer.

On January 6, 2025, the Company announced publicly that a promotion was extended to and accepted by Mr. Bagan to assume the role of President and Chief Executive Officer of the Company, effective immediately, as well as join the Board and seek election at the 2025 Annual Meeting.

The Nominating Committee to the Board of Directors has selected each of Mr. Britt and Ms. Sacchi as nominees to stand for reelection to the Board at the Meeting, to serve until the Company’s annual meeting of shareholders in 2028. The Nominating Committee also has nominated Sean Bagan for election to the Board at the Meeting. In its attempt to balance the classes of its Board, the Nominating Committee has nominated Mr. Bagan to serve until the Company’s Annual Meeting of shareholders in 2027.

In making its nominations of Mr. Bagan, Mr. Britt and Ms. Sacchi, the Nominating Committee reviewed the backgrounds of the individuals and believes each of them have valuable individual perspectives, backgrounds, skills and experiences that, taken together, provide the Company with the diversity and depth of knowledge, judgment and vision necessary to provide effective oversight. Biographical information for the nominees is set forth below under “Directors and Executive Officers.”

Shareholders may vote for up to three nominees for the class of directors who will serve until the Company’s annual meeting in 2027 and 2028, as described in this proposal above. If a quorum is present at the meeting, directors will be elected by a plurality of the votes cast. Shareholders may not vote cumulatively in the election of directors. In the event that the nominee would be unable to serve, which is not anticipated, the Proxy Committee, which consists of Cariappa Chenanda and Alexander Schuetz, will vote for such other person or persons for the office of Director as the Board may recommend.

GOVERNANCE OF THE COMPANY

Directors and Executive Officers

The following tables set forth the names and ages of the Company’s current and proposed directors and current Executive Officers and the positions they hold with the Company. Executive Officers serve at the pleasure of the Board.

Board Skills and Diversity Matrix

The below matrix summarizes the skills and diversity demographics of our proposed Board of Directors as of April 23, 2025.

The Board acts as a collaborative body that encourages broad participation of each of the directors at Board meetings and in the Committees, described below, on which they serve. The Board believes a majority of directors should be independent. The independent directors meet informally, and they also meet in regular executive sessions of the Board. The Company currently separates the functions of Chair of the Board and Chief Executive Officer. The Chair of the Board, who is a non-management, independent director, chairs the meetings of the Board, serves as a nonvoting ex officio member of each of the Board Committees and is a current member of the Audit and ESG Committee. The Chair approves the agenda for each Board meeting, after soliciting suggestions from management and the other Directors. Given the size of the Company, its international operations and its culture of individual initiative and responsibility, the Board believes its leadership structure is appropriate. The Board believes that a governing body comprised of individuals with diverse backgrounds in terms of geographic, cultural and subject matter experience, strong leadership and collaborative skills, is best equipped to oversee the Company and its management. On July 29, 2024, the Company created the temporary role of Executive Chairman to be effective on an interim basis while the Company conducted a search for a new President and Chief Executive Officer. The previous Chair of the Board, Mr. Lemaitre, served in this capacity. Additionally, the Board appointed Mr. Bagan as "Interim President and Chief Executive Officer" and Mr. Bagan assumed these duties in addition to his role as Chief Financial Officer. On January 6, 2025, the Company publicly announced a promotion was extended to and accepted by Mr. Bagan to assume the role of President and Chief Executive Officer and to serve as a member of the Board. Mr. Lemaitre's interim role ceased on January 6, 2025. Mr. Bagan will continue to serve as the Chief Financial Officer while the Company conducts a search to backfill this position.

The Company’s culture emphasizes individual integrity, initiative and responsibility. The Company’s compensation structure does not encourage individuals to undertake undue risk for personal financial gain. The Board has delegated to the Audit Committee the responsibility for financial risk and fraud oversight, considering for approval all transactions involving conflicts of interest and monitoring compliance with the Company’s Code of Business Conduct and Ethics (“Code”). The Environmental, Social and Governance Committee ("ESG Committee") addresses non-financial risks, including political and economic risks, risks relating to the Company’s growth strategy, and current business risks on a quarterly basis, including material risks facing the businesses, risks it may face in the future, measures that management has employed to address those risks and other information relating to how risk analysis is incorporated into the Company’s corporate strategy and day-to-day business operations. The ESG Committee provides recommendations to the Board with respect to those and other risks, including leadership development and succession. Beginning in 2022, an updated risk governance framework was implemented to update the Board, on a quarterly basis, on various risks facing the Company, their likelihood and potential impact, and a response plan. That framework was updated in 2023 to provide more insight and input from the business units to the Board. That framework was expanded in 2024 to bring more risks from the Corporate level to the ESG Committee on a quarterly basis and presented to the Board of Directors at each Board meeting.

As part of its risk oversight and compliance responsibilities, the Board adheres to the Company's Code that serves as an overarching document to supplement similar policies adopted by its subsidiaries. The Code has been translated into multiple languages, and training programs are held annually to all Helios employees globally to help ensure the Code is understood and observed throughout the Company.

Shareholder Recommendations for Nomination as a Director

In order for the Committee to consider a candidate recommended by a shareholder, the shareholder must provide to the Corporate Secretary, at least 120, but not more than 150, days prior to the date of the shareholders’ meeting at which the election of directors is to occur, a written notice of such security holder’s desire that such person be nominated for election at the upcoming shareholders meeting; provided, however, that in the event that less than 120 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the tenth business day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs.

Board and Committee Oversight Responsibilities

The Board has adopted a Statement of Policy Regarding Director Nominations, setting forth qualifications of directors, procedures for identification and evaluation of candidates for nomination, and procedures for recommendation of candidates by shareholders.

Director Participation and Relationships

The Board held 4 Board Meetings and 12 Special Meetings during 2024 and all independent directors who served in 2024 were present at each meeting. Each director also attended all meetings of each Committee of which he or she was a member in 2024.

The Board has adopted a policy stating that it is in the best interests of the Company that all directors and nominees for director attend each annual meeting of the shareholders of the Company. The policy provides that the Board, in selecting a date for the annual shareholders meeting, will use its best efforts to schedule the meeting at a time and place that will allow all directors and nominees for election as directors at such meeting to attend. The policy further provides that an unexcused absence under the policy should be considered by the Nominating Committee in determining whether to nominate a director for re-election at the end of his or her term of office. All directors attended last year’s annual meeting of shareholders. No family relationships exist between any of the Company’s directors and executive officers. There are no arrangements or understandings between directors and any other person concerning service as a director.

Board Diversity and Tenure

Consistent with the Company’s Corporate Governance Guidelines, the Nominating Committee and the Board seek diversity among the members of the Board. The Nominating Committee and the Board believe that considering a diverse range of experience, perspective and knowledge creates a Board that can best serve the needs of the Company and its shareholders, and are important factors that are considered when identifying individuals for Board membership. In addition, diversity with respect to tenure is important to provide for both fresh perspectives and deep experience and knowledge of the Company. Therefore, we aim to maintain an appropriate balance of tenure across our Directors.

In furtherance of the Board’s active role in succession planning, the Board has appointed or nominated 5 new Directors since 2020.

Director Nominations, Board Refresh and Succession Planning

The Nominating Committee is charged with reviewing and recommending to the Board qualified individuals to become directors and continually assessing the size and composition of the Board to identify any needed changes. The Nominating Committee also engages in succession planning for the Board and key leadership roles on the Board and its committees. The Nominating Committee considers relevant experience, perspective and knowledge that it deems appropriate to maintain a healthy balance of our Board. Board recruitment is a year-round process. While the Nominating Committee focuses on the search process on a regular basis, the Nominating Committee provides updates to the Board on a quarterly basis and encourages discussion to ensure the Company’s needs are being met in terms of the skills and knowledge of the Board members.

Board Assessment Process

Identify

Board members are continually observing their environment and community to identify and bring forward suitable candidates to the Board. An evaluation of the strategic needs of the Company, including its goals, vision and strategy are considered when identifying candidates. Discussions with the Chief Executive Officer are also had to ensure organizational and Board needs are being met, as well as to keep the Board informed of any updates that would help to identify new needs at the Board level.

Analyze

The Nominating Committee reviews candidate profiles along with the current Board matrix to analyze the skills, attributes and various perspectives of each member to determine whether a potential candidate possesses the experience and expertise needed to expand the Board's collective knowledge.

Review

After a prospective Board member is found, the Nominating Committee assesses the qualifications of that candidate and presents to the Board as a whole on a quarterly basis. The Nominating Committee reviews and discusses how the candidate will support the Board as well as the organization and conducts an initial interview with the candidate.

Recommend

Once the candidate has been interviewed and evaluated, the individual's Board profile is forwarded to the Board for recommendation for election. Typically, a candidate observes a Board Meeting in person which can help them understand the Company's objectives as well as provides them an opportunity to understand where they can contribute to the mix of knowledge and skills of the full Board. Voting for new members typically happens on a quarterly basis at an in-person meeting.

Shareholder Approval

Following the new candidate's election by the Board as a new Board member, the new Board member will then be elected by the shareholders at the new Annual Shareholder Meeting.

Orientation

Upon becoming a member of the Board, all new members go through an orientation in which information on their roles and responsibilities are discussed as well as membership in a third-party resources for director education and development along with networking opportunities.

In March 2025, Laura Dempsey Brown was appointed Chair of the Board.

On the recommendation of the Nominating Committee, Laura Dempsey Brown was appointed Chair of the Board following the March Board Meeting. Mrs. Dempsey Brown is an independent Director and has a wealth of leadership experience and deep understanding of the Board from her experiences as Chair of the Audit Committee from 2020 to 2023 as well as Chair of the ESG Committee from 2023 to 2025.

Management Succession Planning

Highlighted by recent events involving the termination of the Company's former President & Chief Executive Officer, Josef Matosevic, the Board continues to make management succession planning a top priority. The Board is committed to finding and retaining the right leaders for the Company as well as those who seek long-term success for Company shareholders. In wake of the departure of Mr. Matosevic, the Board created an internal search committee, comprised of independent Board members, to:

Each candidate went through a rigorous process including a cultural diagnostic with the search firm, extensive background and reference check and discussions with each Board Member. After an lengthy process, the Board determined that Sean Bagan was the right leader for the Company and best positioned to effectively address and attack the needs of the business and interests of its shareholders.

The Board also discusses management succession with, and without, the CEO at each Board Meeting, as needed.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors, Officers and holders of more than 10% of the Company’s Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and any other equity securities of the Company. To the Company’s knowledge, based solely upon a review of the forms, reports and certificates filed with the Company by such persons, all of the Company’s directors, officers, and holders of more than 10% of the Company’s Common Stock complied with the Section 16(a) filing requirements in 2024 with the exception of Josef Matosevic, Matteo Arduini and Rick Martich, each of whom filed a late Form 4 that reported one late transaction.

Communications with the Board of Directors

Shareholders and other parties interested in communicating with our Board may do so by writing to the Board, Helios Technologies, Inc., Attn: General Counsel & Secretary, 7456 16th Street East, Sarasota, Florida 34243. Under the process for such communications established by the Board, the Chair of the Board reviews all such correspondence and regularly forwards it, or a summary of the correspondence, to all of the other members of the Board. Directors may at any time review a log of all correspondence received by the Company that is addressed to the Board or any member of the Board and request copies of any such correspondence. Additionally, correspondence that, in the opinion of the Chair, relates to concerns or complaints regarding accounting, internal accounting controls and auditing matters is forwarded to the Chair of the Audit Committee.

Holding Ourselves Accountable through Strong ESG Governance

ESG Committee

Accountability starts with board-level oversight of ESG to address non-financial topics of interest to our investors, shareholders, and other stakeholders. In March 2021, the Board created the ESG Committee to oversee risks related to the Company’s environmental, social, and corporate governance practices, as well as enterprise risk and other matters. In 2022, we added the Chair of our Board to the ESG Committee and in March 2025, our ESG Committee Chair succeeded our former Chair of the Board.

The purpose of the ESG Committee is to (a) develop and recommend to the Board corporate governance guidelines and policies for the Company, (b) monitor the Company’s compliance with good corporate governance standards and oversee the evaluation of the Board and management against these standards, and (c) oversee the Company’s significant ESG and sustainability activities and practices, which include, among other things, reviewing our ESG and sustainability strategy, initiatives and policies and updates from the Company’s management committee responsible for significant ESG and sustainability activities; charitable contributions by the Company; and community reinvestment activities and performance thereof.

2024 Board Evaluation Program

2025 Changes to Board Evaluation Program

Beginning in 2025, the Company has engaged with a reputable third-party Board assessment tool to provide more data driven, actionable and individualized focus to its Board Evaluation program. Board members will continue to take annual evaluations; however they will now receive individualized reporting on their performance and effectiveness, benchmarks and comparisons against peer groups in the Company's industry, as well as year-on-year comparisons to establish ongoing data to develop the Board systematically in a time efficient and structured manner.

Board Role in Risk Oversight

A successful Risk Management program is critical for the Company to both understand the risks it faces as well as understand the significance of those risks. The Board takes an active role in proactively promoting an effective risk management program. In carrying out its responsibilities, the Board has charged the ESG Committee with oversight and responsibility of the Company’s Risk Management Program, and to work closely with management to ensure key controls and processes are in place.

Rather than an annual risk assessment at an enterprise level, the Company created an internal risk management structure administered by its General Counsel & Secretary whereby sub-committees formed at Helios Corporate, Sun Hydraulics, Faster, Enovation Controls and Balboa, where representatives within each segment, including Finance, Human Resources, Sales, Operations, Safety and Information Technology, meet on a quarterly basis to:

In turn, these risks are reported on a quarterly basis to the ESG Committee, including mitigation factors that management has employed to address those risks, and other information relating to how risk analysis is incorporated into the Company’s corporate strategy and day-to-day business operations. The ESG Committee, in turn, reports out these risks to the full Board, highlighting the top risk for enhanced discussion.

Our Operations function continues to have the main oversight responsibility to ensure enhanced disclosure on issues facing the Company and continue a targeted approach of addressing risks and material concerns in the way we design, manufacture, and deliver our products. We believe this approach will help eliminate risks to shareholders and their financial interests while promoting leadership accountability.

Independence and Committees of the Board of Directors

At its meeting in March 2025, the Board undertook a review of Director Independence. Except as described under “Certain Relationships and Related Transactions,” it was determined there were no reportable transactions or relationships between any of the directors or any member of the directors’ immediate families and the Company and its subsidiaries and affiliates. The purpose of this review was to determine the independence of each of the directors under the rules of the New York Stock Exchange (“NYSE”) and, for Audit Committee and Compensation Committee members, also under the heightened independence standards of the SEC. The Board determined that Messrs. Britt, Chenanda, Schuetz, and Mses. Dempsey Brown and Sacchi qualify as independent directors under both the rules of the NYSE and the Securities and Exchange Commission ("SEC"). By virtue of his position as President, Chief Executive Officer and Chief Financial Officer of the Company, the Board has concluded that Mr. Bagan does not qualify as independent.

Our Board of Directors has four standing Committees: Audit Committee, Compensation Committee, Environmental, Social and Governance Committee and Nominating Committee. The current composition and responsibilities of the four standing Committees are set forth below. Each committee has adopted a written charter approved by the Board, which is available on the Company’s website at https://ir.heliostechnologies.com/corporate-governance. Each Committee meets regularly throughout the year and reports its actions and recommendations to the Board.

The Company’s website contains the Company’s Bylaws, Corporate Governance Guidelines, Board Committee Charters and Code. To view these documents, go to https://www.heliostechnologies.com, click “Investors” and then “Governance Documents.” To view the Company’s SEC filings, including Forms 3, 4 and 5 filed by the Company’s Directors and executive officers, go to https://www.heliostechnologies.com, click on “Investors,” then “SEC Filings” and then “All SEC Filings.”

Our Mission Shapes our Culture

We learned that to be our best, we must achieve our mission to:

PROTECT THE BUSINESS

Drive cash flow, develop innovative new products, and create strong, customer-centric relationships

THINK AND ACT GLOBALLY

Leverage global resources and assets, support diverse end markets, accelerate innovation, being “in the region for the region”

DIVERSIFY MARKETS AND REVENUE

Lead with new technology, and recognize new opportunities

DEVELOP TALENT

Promote our Shared Values, provide a learning organization, instill a customer-centric culture, and engage global talent

Aligning our Company’s Goals with our Mission

Meeting our goal of becoming the leading provider of premier products and solutions in specialty niche markets through innovative product development and acquisition requires an overarching approach that addresses the core mission of our entire business. Every component of our purpose, the structures we are creating to reach our goal, and our clear step-by-step tactics reflect this goal. Our Mission seeks to implement our goal, allowing and embedding that focus across our organization. Our end market performance illustrates the value of deploying our Mission throughout the Company as well.

Our world-class manufacturing is a competitive tool and a key component of our long-term strategy. Being an integrated operating company, we have developed a unified operations strategy across the companies in our Electronics and Hydraulics segments. This strategy leverages the breadth of our global footprint and depth of our manufacturing capabilities.

Engaging diverse teams to create products, many of which keep end users and our environment safer, starts with a customer-centric culture of innovation and continues through our responsible approach to manufacturing. In most cases, when we design products, especially electronics, we do so in co-development and co-design with the Original Equipment Manufacturer ("OEM"). This allows us to understand and assess any environmental or social risks associated with the solution. Innovation also extends to the investments we make which results in more energy and materials efficient design and modification.

Creating Components that use Less Energy

Through testing and advanced simulation, we intend to improve the energy efficiency of the products we create, including reducing energy use and heat waste. Our brands have adopted this practice as an ongoing initiative for all product designs. As an example, Faster, in their development of a new quick release coupler, will design all components involved with oil flow to be hydrodynamic to improve total coupler flow rate capacity resulting in lower energy consumption. At Sun Hydraulics, testing is performed to determine leakage between the ports of the valve that could result in the valve failing due to pressure drop within the circuit. This approach is not only a critical safety step, but from an environmental standpoint there is also improved energy efficiency of a hydraulics system (less electric or mechanical power to power the system). The eSenseTM solution boasts 100% of the performance at 30% of the power consumption while the LoadMatchTM valve offers 30% or more energy savings from automatic control settings at reduced loads.

Helios Sets Goal of Achieving Net Zero GHG Emissions By 2050

In 2022, the Company announced it had set a long-term commitment to achieve net zero greenhouse gas (“GHG”) emissions by 2050 for its operated assets. Initial efforts and steps are underway as the Company develops more detailed plans to reach this long-term commitment. The Company has already completed Scope 1 and Scope 2 greenhouse gas inventory, has begun gathering relevant Scope 3 data, and is working on detailed emission-reduction roadmaps for its major operated assets. Read more about the Company’s progress and follow its ESG journey at: https://www.heliostechnologies.com/esg.

Energy

We conducted our first annual Scope 1 and Scope 2 GHG emissions inventory in 2021 and continued this process in 2024. This growing body of data will help us establish interim GHG emissions targets along our journey to achieving net zero GHG emissions by 2050. We advanced our “in the region, for the region” strategy and are establishing an operating footprint that will lead to reduced emissions. We implemented energy efficiency investments in our manufacturing operations, committed to measuring relevant Scope 3 GHG emissions, and outlined a plan with our third-party compliance partner to begin the process of gathering Scope 3 emissions data from our suppliers. You can find our most recent reported data within a fact sheet posted here: https://www.heliostechnologies.com/esg.

Waste

Helios has worked diligently across its subsidiaries to identify significant waste streams and reduce waste using production process redesigns, scrap reduction initiatives, electronic waste reduction, and elimination of hazardous materials. We have made investments in manufacturing technologies, such as a nitrogen blanket system to reduce solder dross in our PCBA wave solder process by as much as 70%. This reduces the wave solder by-product waste stream which is good for the environment and business.

Water

Water is a fundamental component of our business, especially for our hydraulics manufacturing operations, but an even more important commodity of the communities where we operate and live. In addition to water conservation efforts already at work across our companies, in 2021 we conducted our first company-wide water usage inventory. We added a second year of data in 2022 and continued the process in 2023 and 2024 and are establishing a baseline that will be used to measure future improvements. Examples include:

Helios continues to focus on providing systems and solutions that solve our customers most pressing requirements. With a differentiated product portfolio and through continuous innovations, we believe our team is in prime position to create an aggressive go-to market approach. Helios also has a responsibility to create products that are long-lasting, keep end-customers safe, and leave as little negative impact on the environment as possible. We regularly review our processes to determine where and how they can be improved to reduce our energy consumption and that of our customers. We also recognize this focus leads us to new markets and solutions that align with our own focus on social and environmental responsibility. For example, in 2024 our commercial strategy was enhanced as we entered the commercial foodservice market through our software and services side.

One of the key drivers of future growth for both the Electronics and Hydraulics segments is our sales approach that leverages electronic and hydraulic solutions from our trusted brands. While protecting our existing business, we will provide strategic OEM and distribution partners with “system solutions” that ensure the safety, reliability, connectivity and control of their applications.

We are evolving how we classify the key technologies within our Hydraulics segment into two categories based on Hydraulic system architecture: motion control technology (“MCT”) and fluid conveyance technology (“FCT”). MCT includes components used to control the flow and pressure of fluids in a system. FCT includes components used to convey fluids and fluid power through a system and are designed to grant maximum flexibility of design and reliability. MCT includes our Sun Hydraulics cartridge valve technology where we pioneered a fundamentally different design platform employing a floating nose construction that results in a self-alignment characteristic. This design provides better performance and reliability advantages compared with most competitors’ product offerings. MCT also includes a range of common cavity solutions with our Sun, Seungwon and NEM brands as well as parts in body (“PiB”) solutions from NEM.

Hydraulic systems are increasingly taking signals from on-board electronic control systems, making it necessary for hydraulic products to be capable of digital communication. In response to this we have aggressively expanded our MCT offering of electrically actuated cartridge valves for both the mobile and industrial hydraulics markets and have significant technology in PiB and directional control valves with NEM.

Additionally, our MCT ecoline™ family is a collection of products focused on increasing the energy efficiency of hydraulic systems. Also, an aggressive segment of new product development that focuses on disruptive technology is yielding results with the announcement of the ENERGEN™ product. ENERGEN™ is the first hydraulic cartridge valve with the capability to convert hydraulic flow into electrical power.

Our FCT products transfer hydraulic fluid from one point to another. FCT includes our quick release couplings products, which allow users to connect and disconnect quickly from any hydraulic circuit without leakage and ensure high-performance under high temperature and pressure using one or multiple couplers. Quick connection of multiple hydraulic lines can be accomplished through the use of our casting solution or our signature MultiFaster® product line. In particular, the simultaneous connection of several lines granted by our Multifaster® is an important feature in many applications and allows for dramatic reduction of connection time, even when the system is under pressure, and completely removes the risk of incorrect connections and related hazards for the equipment and the operators. We design, engineer and distribute hydraulic coupling solutions primarily in the agriculture, construction equipment and industrial markets.

Our Electronics segment consists of leading international brands in custom-tailored solutions for many industrial and commercial applications, including engines, engine-driven equipment and specialty vehicles with a broad range of rugged and reliable instruments such as displays, controls and instrumentation products through our Enovation Controls, Zero Off, Murphy and HCT brands. With the Balboa and Joyonway brands, we are also an industry leader in the health and wellness market providing globally comprehensive electronic control systems with proprietary and patented technology for therapy bath and traditional and swim spas from a single source.

Our two segments are comprised of approximately 125 direct sales and application specialists serving our customers’ needs. While we continue to use this long successful approach, we have augmented our strategy by not only pursuing system solutions at key global OEM’s to drive growth, but pivoted to a more customer-centric, sales-oriented culture on our distribution side. Our teams are now more disciplined with customer account management and engagement with core customers.

As an innovative manufacturer of electronic controls and displays, we serve a variety of markets including off-highway, recreational marine, powersports and specialty vehicles, agriculture, water pumping, power generation, engine-driven industrial equipment, and health and wellness. We partner directly with OEMs and support a worldwide network of authorized distributors and systems integrators. We make significant investments to garner an intense understanding of unique applications to solve complex system challenges.

Our focus is on creating customized systems that solve complex problems for our customers. This allows us to target customers or industries that see value in this level of integration, and as a result, our product list contains a wide variety of OEM applications. Product categories include traditional mechanical and electronic gauge instrumentation, plug and play CAN-based instruments, robust environmentally sealed controllers, hydraulic controllers, pumps and water flow systems, engineered panels, process monitoring instrumentation, printed circuit board assembly and wiring harness design. Our systems can be used in both mobile (DC power applications), as well as fixed (AC power applications).

Our merger and acquisition framework around both flywheel and transformational acquisitions adds value to our customers, partners and shareholders, as well as provides development opportunities for employees. While we continue to seek companies with innovative cultures and capabilities that fit within our strategic imperatives and firmly align with our commitment to corporate responsibility, we have implemented a more disciplined capital allocation to prioritize investments that yield the highest returns and maximize shareholder value.

Our vision is to cultivate a community of leaders who, armed with a robust skill set, a global perspective, and a commitment to ethical leadership, will drive our Company's success and positively impact the broader business world. As these leaders ascend to higher roles, they will become catalysts for positive change, shaping the future of our organization and leaving a legacy of excellence.

The Helios Leadership Academy ("HLA") is dedicated to cultivating leaders within our organization. Participants engage in a dynamic blend of in-person and online training experiences designed to hone their leadership skills, foster cross-cultural collaboration, and provide expertise towards influential roles within our global Company. Individuals who have proven themselves as exemplary performers with high potential, professionals new to or moving to a people-manager role or whose team is increasing in size, and other individuals who

have demonstrated leadership potential through our talent review process are selected to the HLA program and provided the opportunity for professional growth and further expand the Company's continued commitment to developing its future leaders.

Information Security

The Company employs a comprehensive, three-tiered security strategy centered on user training, email hygiene, and real-time threat monitoring to identify and mitigate cybersecurity risks. The Company follows the CIS Top 18 framework as the foundation for its security program, ensuring a structured and effective approach to risk management.

To enhance cybersecurity awareness, the Company provides monthly training sessions for employees and enforces security best practices such as multi-factor authentication (MFA), Zero Trust principles, and strict password complexity policies to prevent unauthorized access. Additionally, Helios leverages a dedicated Security Operations Center (SOC) that combines Artificial Intelligence (AI) with experienced security professionals to provide continuous endpoint monitoring and threat response.

In 2024, the Company conducted a comprehensive penetration test across all subsidiaries, covering both internal and external environments. These tests simulate real-world cyber attacks using advanced tools and techniques to identify vulnerabilities within Helios' systems. The IT department utilizes the findings to refine security controls, remediate gaps, and strengthen the Company’s overall security posture. The results of the penetration tests are reviewed with executive leadership and the Board of Directors to ensure transparency and alignment on risk management strategies. The methodology used for penetration testing is as follows:

The Company also extended its cyber-training out to employees who do not normally have access to computer systems through classroom instructor led training.

The Helios Legal function oversees the Ethics Hotline and Global Code of Ethics, including ethics and discrimination training of all employees, and works with the Human Resources department to launch company-wide initiatives like our charitable giving platform through America’s Charities and the Helios Employee Assistance Fund. Our high ethical standards are the DNA that drive us as we protect the business, think and act globally, and diversify end markets. Our commitment to fundamental ethical principles, including the respect for the dignity of every individual, is reflected in our ethical policies and compliance measures. In such a rapidly changing world, we leverage and lean on our collective guiding principles and codes to provide clear guidelines towards ethical practices and decisions.

Internally, our values guide us to ensure our ESG responsibilities are not managed in silos but connected holistically across every function of our organization. Externally, investor and customer-centric engagement, as well as frameworks such as the United Nations Sustainable Development Goals (UN SDGs) and the Sustainability Accounting Standards Board (SASB), assist us in identifying ESG impacts that could potentially affect our business and provide insight to the environmental and social topics influencing the industries we serve. The key characteristics of our augmented strategy – a scalable, relevant plan that guides us to make progress in a meaningful and achievable manner – is also reflective of how we embed ESG across our operations, including:

Just like the components we create that help make the world better, our comprehensive approach to ESG makes us better. We invite you to read about our progress in this proxy and follow our journey at: https://heliostechnologies.com/esg.

Code of Ethics

Helios conducts business with the highest degree of ethics, integrity, and compliance with laws worldwide and our Code of Business Conduct and Ethics ("Code") reflect this commitment. Our Code includes policies to protect our company’s reputation, one of our most valuable assets. Maintaining our reputation is critical to retaining our talented employees, loyal channel partners and supportive shareholders. This Code also exists in conjunction with both the Corporate Responsibility Policy and the Helios Code of Conduct for Suppliers and Third-Party Vendors.

Annually, our colleagues acknowledge receipt and understanding of this Code, and attend required ethics training courses in connection with the Code. The Company tracks compliance internally and provides training on this as well as learning and development courses including such topics as: Workplace Harassment; Non-Retaliation for Reporting; Information Security; Conflicts of Interest; Fair Dealing; Confidential Information & Intellectual Property; Data Privacy; Creating a Respectful Workplace; Corporate Assets; Environmental; Health & Safety; Fair Employment Practices; Maintaining Books & Records; Anti-Bribery & Anti-Corruption; International Trade Controls; Antiboycott Laws; Antitrust & Fair Competition Laws; Compliance with Laws; Rules & Regulations; Communications & Public Affairs; and Contracts Compliance Policy.

We provide an anonymous third-party incident management program, Navex, for all employees to report concerns and suspected violations of the Code. Navex is available to all employees via the internet or through a telephone hotline. The third-party employees who answer the reporting hotline are trained to listen carefully, ask questions and document the situation accurately and anonymously. There is never any retaliation for making a report in good faith. Navex can be accessed 24 hours a day, seven days a week via the following web address: www.heliostechnologies.ethicspoint.com.

Political Contributions

Consistent with the policies set forth in our Code, Helios does not use any corporate funds for the purposes of political advocacy. We recognize that using corporate funds for political advocacy is restricted in many territories. We define this as making donations or payments for lobbying or campaign contributions. In 2024, Helios did not use any corporate funds to engage in political advocacy with any individual, group, or political entity.

Corporate Responsibility Policy

A large part of our success is reflective of the positive impact we make on the world around us. Our Corporate Responsibility Policy represents a vision for how we can continue to improve our Company, including its financial performance, by incorporating environmental sustainability and social responsibility both in our daily operations and long-term goals. Key components of the policy include:

Insider Trading Policy

The Board of Directors has adopted a Confidentiality and Insider Trading Policy (the “Insider Trading Policy”) and related procedures that govern the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees of the Company and its subsidiaries. In addition, the Company also follows processes for the repurchase of its securities. We believe that our Insider Trading Policy and related procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. The policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. Our Insider Trading Policy also prohibits our directors, officers and employees and their designees from entering into hedging transactions or other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of the Company’s securities.

Clawback Policy

During 2023, we adopted an enhanced Clawback Policy to comply with new rules promulgated by the NYSE and the SEC (the “Clawback Policy”). The Clawback Policy generally applies to current and former executive officers, and provides for the recovery of any incentive-based compensation received during a three-year recovery period if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The incentive-based compensation recoverable under the Clawback Policy generally includes any amount of incentive-based compensation received that exceeds the amount that would have been received had it been determined based on the restated amounts (without regard to any taxes paid). The Clawback Policy does not condition clawback on the fault of the executive officer, but the required clawback under the Clawback Policy is subject to certain limited exceptions in accordance with the SEC and NYSE rules.

Human Rights Policy

Helios strives to operate with the highest ethical standards including upholding human rights. We believe all people should be treated with dignity and respect. We maintain a Human Rights Policy in addition to our Code of Business Conduct and Ethics, as well as our Code of Conduct for Suppliers and Third-Party Vendors.

Guided by the United Nations Sustainable Development Goals, the policies cover specific subjects to ensure human rights are protected across our value chain and that we are creating a fair and ethical workplace, including: Fair Treatment; Diversity and Equal Opportunity; Stakeholders and Society; Fair Labor and Compensation Standards; Safe Work Environment; Natural Resources; and Reporting of Violations.

Conflict Minerals Policy

As a corporation with a global supply chain, we recognize we have a responsibility to improve our own business operations by identifying and mitigating, where practicable, any processes that may harm the planet or the people that live on it. Our Conflict Minerals Policy operates in conjunction with our Code of Conduct and Supplier Code. The policy also aligns with the goals set forth in the Organization for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.

Helios strives to go beyond its obligations under Section 1502 of the Dodd-Frank Act and is working to improve our ability to trace and investigate any potential conflict mineral issues. Our goal is supply chain transparency and the promotion of high ethical standards among our suppliers. To do so, we have established a management system for compliance with conflict minerals regulations and a cross- functional team to implement the conflict minerals compliance strategy, consisting of members from supply chain, finance, legal & compliance, and operations, overseen by the General Counsel & Secretary.

To further strengthen our governance, we have partnered with a leading third-party provider of compliance management processes, tools, and expertise to augment our conflict minerals compliance processes and management system. Our reporting process with our provider ensures comprehensive coverage and brings subject matter expertise to complement our internal knowledge and experience.

Code of Conduct for Suppliers and Third-Party Vendors

Helios’ reputation is based on not just our own conduct, but the conduct of those with whom we do business. This is most evident in the longevity of the relationships we have with many of our suppliers. We value our reputation for conducting business with integrity and respect. Our Code of Conduct for Suppliers and Third-Party Vendors (“Supplier Code”) provides a foundation for Helios and its suppliers to build and maintain a strong business relationship based on trust, respect, integrity, and fairness.

Under the Helios Human Rights Policy, and Helios Policy Against Human Trafficking and Slavery for suppliers, we require suppliers, business partners, contractors, and other third parties (collectively, “Suppliers”) to share our same commitment to ethical business practices as outlined in the Supplier Code including: Ethical Compliance; Integrity and Transparency; Compliance with the Law including the United Kingdom Modern Slavery Act of 2015, California Transparency in Supply Chains Act of 2010 and operational standards of the International Convention for the Safety of Life at Sea (SOLAS) and Countering America’s Adversaries Through Sanctions Act (CAATSA); Fair Labor Standards and Human Rights; Protection of Information, Assets and Interests; and Health, Safety, Environment, and Quality. We expect our Suppliers to adopt these standards throughout their supply chains by adopting efficient management policies, procedures, and training to uphold the standards set forth in the Supplier Code.

Social Standards for Suppliers

All suppliers must treat their employees and those they conduct business with fairly and equally. As a Company, we require that all working hours are reasonable and fairly compensated in accordance with applicable laws and regulations. Suppliers shall ensure that all employees are paid living wages and operate in humane work conditions. Suppliers must also ensure that all labor is voluntary and that all employment contracts are freely entered into. We prohibit any usage of forced or child labor. Suppliers shall not engage in any action that utilizes forced or child labor in any aspect of their supply chain.

Helios is committed to ensuring a safe work environment for all affiliates, subsidiaries, employees, vendors, and suppliers. Suppliers must comply with all applicable laws and regulations, including internal guidelines, to ensure that all employees are appropriately qualified and equipped to work safely.

Helios Policy Against Human Trafficking and Slavery for Suppliers

For Helios to maintain a working relationship with any third parties, regardless of the country or type of cultural environment in which our vendors or associates operate, they must ensure that our commitment against any type of slavery or inhumane treatment is embedded in how they conduct business and how they hire, treat and maintain their own workers. Helios requires suppliers to verify that their product supply chain standards do not utilize human trafficking or slavery. We train our internal procurement personnel to identify and report any behaviors inconsistent with our policy. Helios reserves the right in its contracts to audit suppliers to ensure that standards related to human trafficking and slavery are upheld. Suppliers must be able to demonstrate compliance at the request and satisfaction of Helios. Our mission is reflective of the elements of our success: creating global teams who work together to support our purpose. This includes embracing safety, training and shared values, developing and engaging global talent, and promoting a learning organization.

Safety

Safety in the workplace is integral to our purpose, products and management system. The Company fosters a culture of safety through proactive awareness and prevention principles exercised within our safety management system. We are dedicated to ensuring the safety of our team members. Each entity upholds environmental, health, and safety policies aimed at fostering the operation of our business in a manner that safeguards the well-being of the public and our workforce. Many of our businesses feature onsite medical clinics, massage therapy, and occupational health treatment to mitigate industry musculoskeletal injuries. We provide a range of health and welfare programs to encourage employee fitness, wellness, and preventive healthcare. Additionally, our workforce has access to a confidential employee assistance program that offers professional counseling services to team members and their families.

We are a company of innovators who work in a safety-first culture. We are also focused on designing machines and components that improve the end user’s experience and safety.

Across companies, standardized guidelines and methods are used to reduce risks and drive continuous improvement. Near miss reporting is a leading indicator to identify and mitigate risk factors in the work environment. Safety best practices are incorporated into team member communication to raise awareness and educate. Safety audits are performed to identify opportunities for further improvement.

Our safety culture and system has allowed us to maintain our safety record even through growth and strategic acquisitions. This includes re-engineering workflow and adding dedicated safety staff. Additionally, we are continually establishing improvement efforts across all businesses to establish innovative solutions for the health and safety of our employees. We have further developed a safety timeline for success to assess, implement, refine and optimize safety across our business.

Training and Development

In alignment with our strategy, it is critical we continue to cultivate, accelerate, and elevate our talent across the organization. Being a learning organization includes cultivating our culture of safety, innovative thinking, and developing professional acuity. It is the foundation of why our global teams can work together, safely and collaboratively, to support our purpose and is an integral part of our Corporate Responsibility Policy. We consider our employees as essential contributors to our success. Our primary emphasis is on acquiring and keeping talented

individuals, fostering their growth through initiatives that not only improve technical expertise but also bolster leadership, communication, and collaboration skills. These efforts contribute to cultivating a high-performance, team-oriented culture at Helios. We are dedicated to building a workforce that is committed to our shared values, creating an inclusive and inviting environment for our colleagues and their ideas.

Our workforce policies and programs not only improve the quality of life of our team members, but also attract talented people who want to contribute to our continued success. The majority of our subsidiaries have well-developed intern programs. Through strong partnerships with local universities and technical schools, we continually enhance our internship programs, and our community involvement. This allows us to increasingly attract and retain the skilled talent we need to reach our goals. Our employees align themselves with our shared values and Code of Business Conduct and Ethics. Helios is steadfast in its dedication to maintaining a workplace free from discrimination and harassment. Our leadership and employees are unwavering in their commitment to “doing the right thing by living with integrity,” which extends to caring for communities worldwide and the individuals we employ.

We shape our people strategy by prioritizing employee engagement to foster talent growth, enhance the overall employee experience, and leverage technology for the attraction, retention, and development of the future workforce. Our commitment to talent development is evident through various programs implemented across our business through training programs designed to foster a shared framework and common language for collaboration across our global teams.

2024 Worldwide Survey

Last year, we conducted our first Helios worldwide internal employee survey to gather insights from our global teams about engagement and organizational culture. In June, nearly 1,000 employees participated in our engagement survey, representing approximately 38% of our global workforce. The survey results have been shared and analyzed at both the corporate and segment levels. Local teams have been leveraging this data to focus on initiatives specific to their areas, ensuring meaningful and actionable improvements. Below are the high-level management focus areas based on feedback received and the actions we have been and will be taking.

Enhancing Leadership Communication and Trust:

With the Company's enhanced commitment to transparent and timely communications, our CEO is continually updating all employees on the Company's progress regarding key long-term strategic initiatives. In addition, a "Foundations for Growth Tour" was created, aimed at providing opportunities to get one-on-one honest feedback with questions like "What do you hope will change and what should not change?", "What are the greatest opportunities we have not yet capitalized on?" and "What are people not telling me that I need to know?" as our CEO travels from site to site or holds virtual sessions.

Strengthening Customer Focus:

A key activity coming out of our Long Range Planning sessions was the push for a more defined Go-To Market strategy across each of our segments. This is a catalyst for understanding how to gain new market share in diversified markets and better align new product development for current and future market demands. We are being purposeful in getting back to what made our core businesses great and investing in areas that were left unattended over the last several years. We are investing in key capital expenditure and operating expenditure projects, as well as key roles that were not backfilled. These actions will allow us to return to being a customer-centric organization while strengthening trust in Helios and our brands of products.

Investing in Career Growth:

We continue to make progress on our Job Architecture Project, which is creating the framework for our career paths across the Helios enterprise. One of the goals of this project is to provide visible and transparent career progression within our business. We will leverage our tools within Helios Talent Central, like artificial intelligence pushed training and role specific development plans, to help those wanting to grow in their careers. We have retooled our talent development programs and kicked off our inaugural HLA program. Over the course of six transformative months, our participants will engage in a dynamic blend of in-person and online training experiences designed to hone their leadership skills, foster cross-cultural collaboration, and help drive the growth and development of their teams.

Improving our Values Alignment:

We recently revamped and are reinforcing our commitment to the Helios Shared Values (HSV). These shared values of Honesty, Excellence, Learning, Innovation, Ownership, and Solutions will serve as a unifying framework across all of our subsidiaries, all aligning to their already strong values and culture.

Community

Helios is committed to making meaningful contributions to the local communities in which we operate. We have a responsibility to take care of and serve the communities that allow us to succeed. With unique subsidiaries around the world, we tailor our charitable and community efforts to address the specific needs of the communities in which we operate. Our subsidiaries social efforts are mostly driven by entity leadership and Human Resources teams. Helios also encourages employees to bring forward ideas for social and charitable effort for leadership review.

Shareholder Engagement in 2024

Our Investor Relations program is designed to address questions and concerns from shareholders, provide a viewpoint from the Company’s perspective, and where appropriate, incorporate feedback into best practices. A variety of in-person as well as virtual meetings are conducted throughout the year. In 2024, we engaged with shareholders that represented a majority of our shares outstanding. Below is a sample of events that the Company participated in:

In 2024, the Company continued its ESG related engagement program with its top shareholders.

AUDIT COMMITTEE REPORT

The following report shall not be deemed to be incorporated by reference into any filings made by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference, or to be “soliciting material” or to be “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934.

Management is responsible for the Company’s internal controls, financial reporting process, compliance with laws and regulations and ethical business standards. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements and internal controls over financial reporting based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The primary purpose of the Audit Committee is to oversee the Company’s financial reporting activities. The Audit Committee selects the Company’s independent accountants and meets regularly with them to review and approve the scope of their audit, report, recommendations and fees.

The Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended December 28, 2024, with the Company’s management and with Grant Thornton LLP (“Grant Thornton”). Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee also reviewed and discussed with the Company’s management and Grant Thornton their respective reports on the effectiveness of the Company’s internal control over financial reporting in accordance with Section 404 of the Sarbanes- Oxley Act as of December 28, 2024. The Audit Committee has discussed with Grant Thornton the matters required to be discussed by PCAOB Auditing Standard No. 16 (Communication with Audit Committees).

The Audit Committee has received from Grant Thornton written disclosures and the letter required by the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence and has discussed with Grant Thornton its independence. The Audit Committee has considered the provision of all non-audit services by Grant Thornton and has determined that such services are compatible with the firm maintaining its independence from the Company.

Based on its review and discussions noted above, the Audit Committee recommended to the Board, and the Board has approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, for filing with the SEC.

AUDIT COMMITTEE

Douglas Britt (Chair)

Laura Dempsey Brown

Diana Sacchi

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2024, except as described below, the Company had no reportable relationships or transactions with any of the directors or executive officers, or their affiliates. Under the Company’s Code of Business Conduct and Ethics, all employees, including the CEO, the CFO and persons performing the functions of a controller, are instructed to avoid any personal activity, investment or association which could appear to interfere with their good judgment concerning the Company’s best interests. The Company’s policy is that if an employee or director is related in any way to a vendor or customer, someone other than that employee or director should be the one to decide whether the Company will do business with that person. The Audit Committee must approve all transactions in which an officer or director, or any member of such person’s family, may have a personal interest.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Information in this table as to our directors, named executive officers and all directors and executive officers as a group is based upon information supplied by these individuals and Forms 3, 4, and 5 filed with the SEC. Information in this table as to our greater than 5% shareholders is based solely upon the Schedules 13G filed by these shareholders with the SEC. Where information regarding shareholders is based on Schedules 13G, the number of shares owned is as of the date for which information was provided in such schedules.