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Midas Edge

BRUNSWICK CORP

For the period ended Dec 31, 2025. Filed Feb 13, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 13, 2026

BC$78.42-1.6%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

The financial statements and schedule filed as part of this Annual Report on Form 10-K are listed in the accompanying Index to Financial Statements and Financial Statement Schedule on page 47. The exhibits filed as a part of this Annual Report are listed in the Exhibit Index below.

Exhibit No.Description
3.1Amended and Restated Certificate of Incorporation of the Company, dated May 3, 2023, (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2023).
3.2Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for 1995).
3.3Amended By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 6, 2022).
4.1Description of the Company's Securities Registered Pursuant to Section 12 of the Exchange Act.
4.2Indenture, dated as of October 3, 2018, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 3, 2018).
4.3Second Supplemental Indenture, dated as of December 3, 2018, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 3, 2018).
4.4Third Supplemental Indenture, dated as of March 4, 2019, between the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on March 4, 2019).
4.5Fourth Supplemental Indenture, dated as of August 18, 2021, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 18, 2021).
4.6Fifth Supplemental Indenture, dated as of March 29, 2022, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on March 29, 2022).
4.7Sixth Supplemental Indenture, dated as of March 18, 2024, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on March 18, 2024).
4.8Form of Global Note for the 6.375% Senior Notes due 2049 (incorporated by reference to Exhibit 4.3 to the Form 8-A filed on March 4, 2019).
4.9The Company's agreement to furnish additional debt instruments upon request by the Securities and Exchange Commission (incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for 1980).
10.1Amended and Restated Credit Agreement, dated as of October 11, 2024, among Brunswick Corporation, the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 11, 2024).
10.2Form of Dealer Agreement between Brunswick Corporation and the Dealer party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2019).
10.3*Terms and Conditions of Employment Agreement for David M. Foulkes, effective January 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 10, 2018).
10.4*Form of Officer Terms and Conditions of Employment (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for 2024).
10.5*Form of Non-Employee Director Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for 2006).
10.6*Brunswick Corporation 2005 Elective Deferred Compensation Plan as amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.7*Brunswick Restoration Plan, as amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.8*Brunswick Corporation 2023 Stock Incentive Plan (incorporated by reference to an appendix to the Definitive Proxy Statement on Schedule 14A filed on March 23, 2023).
10.9*Brunswick Corporation 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 28, 2014).
10.10*Brunswick Corporation 2005 Automatic Deferred Compensation Plan as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2019).
10.11*2026 Brunswick Performance Plan (BPP) Summary Terms and Conditions.
10.12*2026 Performance Share Award Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan--TSR Participants.
10.13*2026 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan.
10.14*2025 Brunswick Performance Plan (BPP) Summary Terms and Conditions (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for 2024).
10.15*2025 Performance Share Award Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan --TSR Participants (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for 2024).
10.16*2025 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for 2024).
10.17*2024 Performance Share Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for 2023).
10.18*2024 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for 2023).
19.1Brunswick Insider Trading and Unauthorized Disclosures Policy.
21.1Subsidiaries of the Company.
23.1Consent of Independent Registered Public Accounting Firm.
24.1Power of Attorney.
31.1Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1Brunswick Corporation Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for 2023).
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1Cover Page Interactive Data File, formatted in Inline XBRL, is contained in Exhibit 101.
  • Management contract or compensatory plan or arrangement.

** Furnished herewith.

Unless otherwise indicated, exhibits are filed herewith.

Index to Financial Statements and Financial Statement Schedule

Page
Financial Statements:
Report of Management on Internal Control over Financial Reporting48
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting49
Report of Independent Registered Public Accounting Firm (PCAOB ID No 34)50
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 202352
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 202353
Consolidated Balance Sheets as of December 31, 2025 and 202454
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 202356
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2025, 2024 and 202357
Notes to Consolidated Financial Statements58
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts96
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