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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended ~~February~~August 12, 2025


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ______ to ______

Commission file number 001-33731

METHODE ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	36-2090085
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois	60631-3518
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code) (708) 867-6777

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 Par Value	MEI	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At ~~March~~September 35, 2025, the registrant had 35,~~690~~217,~~749~~142 shares of common stock outstanding.

Table of Contents

METHODE ELECTRONICS, INC.

INDEX

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations (unaudited) - Three and Nine Months Ended February 1, 2025 and January 27, 2024	2
	Condensed Consolidated Statements of Operations (unaudited) - Three Months Ended August 2, 2025 and July 27, 2024	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three and Nine Months Ended February 1, 2025 and January 27, 2024	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three Months Ended August 2, 2025 and July 27, 2024	3
	Condensed Consolidated Balance Sheets as of February 1, 2025 (unaudited) and April 27, 2024	4
	Condensed Consolidated Balance Sheets as of August 2, 2025 (unaudited) and May 3, 2025	4
	Condensed Consolidated Statements of Shareholders’ Equity (unaudited) - Three and Nine Months Ended February 1, 2025 and January 27, 2024	5
	Condensed Consolidated Statements of Shareholders’ Equity (unaudited) - Three Months Ended August 2, 2025 and July 27, 2024	5
	Condensed Consolidated Statements of Cash Flows (unaudited) - Nine Months Ended February 1, 2025 and January 27, 2024	7
	Condensed Consolidated Statements of Cash Flows (unaudited) - Three Months Ended August 2, 2025 and July 27, 2024	6
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2723
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3630
Item 4.	Controls and Procedures	3630
PART II.	OTHER INFORMATION
Item 1	Legal Proceedings	38
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	3831
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3831
Item 5.	Other Information	38
Item 3.	Defaults Upon Senior Securities	32
Item 6.	Exhibits	40
Item 5.	Other Information	32
SIGNATURES		41
Item 6.	Exhibits	33
SIGNATURES		34

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)

	Three Months Ended						~~Nine Months Ended~~
	February 1, 2025			January 27, 2024			February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
	(13 Weeks)			(13 Weeks)			~~(40 Weeks)~~			~~(39 Weeks)~~
Net sales	$	~~239~~240.95		$	~~259~~258.5		$	~~791.0~~		$	~~837.2~~
Cost of products sold		~~198~~197.60			~~222~~213.59			~~647.2~~			~~693.9~~
Gross profit		4143.35			3744.06			~~143.8~~			~~143.3~~
Selling and administrative expenses		3736.76			3346.92			~~126.5~~			~~119.3~~
Goodwill impairment		—			—			—			56.5
Amortization of intangibles		5.8			5.9
Amortization of intangibles		5.8			6.1			17.6			18.0
Income (loss) from operations		1.1			(7.5	)
Loss from operations		(2.2	)		(3.0	)		(0.3	)		(50.5	)
Interest expense, net		5.9			4.8
Interest expense, net		5.5			5.0			16.5			12.2
Other expense, net		1.3			0.8
Other expense, net		0.5			2.5			2.9			2.3
Pre-tax loss		(6.1	)		(13.1	)
Pre-tax loss		(8.2	)		(10.5	)		(19.7	)		(65.0	)
Income tax expense		4.2			5.2
Income tax expense		6.2			1.1			14.6			1.0
Net loss	$	(10.3	)	$	(18.3	)
Net loss	$	(14.4	)	$	(11.6	)	$	(34.3	)	$	(66.0	)
Loss per share:
Loss per share:
Basic	$	(0.29	)	$	(0.52	)
Basic	$	(0.41	)	$	(0.33	)	$	(0.97	)	$	(1.86	)
Diluted	$	(0.29	)	$	(0.52	)
Diluted	$	(0.41	)	$	(0.33	)	$	(0.97	)	$	(1.86	)
Cash dividends per share	$	0.07		$	0.14
Cash dividends per share	$	0.14		$	0.14		$	0.42		$	0.42

See notes to condensed consolidated financial statements.

Table of Contents

METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(in millions)

	Three Months Ended						~~Nine Months Ended~~
	February 1, 2025			January 27, 2024			February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
	(13 Weeks)			(13 Weeks)			~~(40 Weeks)~~			~~(39 Weeks)~~
Net loss	$	(1410.43	)	$	(1118.63	)	$	~~(34.3~~	)	$	~~(66.0~~	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		~~(15~~6.53	)		132.71			~~(13.9~~	)		~~(9.0~~	)
Derivative financial instruments		2.0.5			(21.07	)		~~(0.6~~	)		~~(3.2~~	)
Other comprehensive (loss) income		(13.5	)		11.7			(14.5	)		(12.2	)
Other comprehensive income		6.8			0.4
Comprehensive (loss) income	$	(27.9	)	$	0.1		$	(48.8	)	$	(78.2	)
Comprehensive loss	$	(3.5	)	$	(17.9	)

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

	February 1, 2025			April 27, 2024
	August 2, 2025			May 3, 2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~103~~121.81		$	~~161~~103.56
Accounts receivable, net		~~220~~215.06			~~262~~241.60
Inventories		~~218~~190.89			~~186~~194.21
Income tax receivable		45.27			4.01
Prepaid expenses and other current assets		2215.79			1817.71
Assets held for sale		2.7			4.7
Total current assets		549.2			559.9
Total current assets		572.2			637.7
Long-term assets:
Property, plant and equipment, net		~~208~~224.65			~~212~~221.16
Goodwill		~~167~~173.49			~~169~~172.97
Other intangible assets, net		~~235~~234.79			~~256~~238.74
Operating lease right-of-use assets, net		2422.91			2623.7
Deferred tax assets		3437.38			3437.78
Pre-production costs		4028.07			4431.17
Other long-term assets		2120.52			2120.60
Total long-term assets		~~732~~742.41			~~765~~745.89
Total assets	$	1,~~304~~291.63		$	1,~~403~~305.58
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	~~107~~123.75		$	~~132~~125.49
Accrued employee liabilities		2925.49			3832.0
Other accrued liabilities		4245.36			4650.02
Short-term operating lease liabilities		7.54			6.7.4
Short-term debt		0.2			0.2
Income tax payable		1417.30			817.15
Total current liabilities		~~201~~219.46			~~231~~233.42
Long-term liabilities:
Long-term debt		~~327~~323.72			~~330~~317.74
Long-term operating lease liabilities		1916.8			2018.62
Long-term income tax payable		—			9.3
Other long-term liabilities		16.7			16.9
Other long-term liabilities		21.7			16.8
Deferred tax liabilities		26.9			26.8
Deferred tax liabilities		29.7			28.7
Total long-term liabilities		383.6			379.3
Total long-term liabilities		398.9			406.1
Total liabilities		603.2			612.5
Total liabilities		600.3			637.5
Shareholders' equity:
Common stock, $0.50 par value, 100,000,000 shares authorized, 37,004,282 shares and 36,650,909 shares issued as of February 1, 2025 and April 27, 2024, respectively		18.5			18.3
Common stock, $0.50 par value, 100,000,000 shares authorized, 36,563,766 shares and 37,151,365 shares issued as of August 2, 2025 and May 3, 2025, respectively		18.3			18.6
Additional paid-in capital		~~190~~193.23			~~183~~191.68
Accumulated other comprehensive loss		(5123.20	)		(3629.78	)
Treasury stock, 1,346,624 shares as of February 1, 2025 and April 27, 2024		(11.5	)		(11.5	)
Treasury stock, 1,346,624 shares as of August 2, 2025 and May 3, 2025		(11.5	)		(11.5	)
Retained earnings		~~558~~511.30			~~612~~524.32
Total shareholders' equity		~~704~~688.31			~~766~~693.03
Total liabilities and shareholders' equity	$	1,~~304~~291.63		$	1,~~403~~305.58

See notes to condensed consolidated financial statements

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions, except share data)

	Three Months Ended February 1, 2025 (13 Weeks)
	Three Months Ended August 2, 2025 (13 Weeks)
	Commonstockshares			Commonstock			Additionalpaid-incapital			Accumulatedothercomprehensiveloss			Treasurystock			Retainedearnings			Totalshareholders'equity
Balance as of November 2, 2024		36,621,507		$	18.3		$	188.6		$	(37.7	)	$	(11.5	)	$	580.6		$	738.3
Balance as of May 3, 2025		37,151,365		$	18.6		$	191.8		$	(29.8	)	$	(11.5	)	$	524.2		$	693.3
Issuance of restricted stock, net of tax withholding		~~382~~122,~~775~~750			0.21			(0.21	)		—			—			(3.0.4	)		(3.0.4	)
Stock-based compensation expense		—			—			1.8			—			—			—			1.8
Cancellation of restricted stock		(710,349	)		(0.4	)		0.4			—			—			—			—
Other comprehensive loss		—			—			—			(13.5	)		—			—			(13.5	)
Stock-based compensation expense		—			—			1.2			—			—			—			1.2
Net loss		—			—			—			—			—			(14.4	)		(14.4	)
Other comprehensive income		—			—			—			6.8			—			—			6.8
Dividends on common stock		—			—			—			—			—			(4.9	)		(4.9	)
Net loss		—			—			—			—			—			(10.3	)		(10.3	)
Balance as of February 1, 2025		37,004,282		$	18.5		$	190.2		$	(51.2	)	$	(11.5	)	$	558.3		$	704.3
Dividends on common stock		—			—			—			—			—			(2.5	)		(2.5	)
Balance as of August 2, 2025		36,563,766		$	18.3		$	193.3		$	(23.0	)	$	(11.5	)	$	511.0		$	688.1

	Three Months Ended January 27, 2024 (13 Weeks)
	Three Months Ended July 27, 2024 (13 Weeks)
	Commonstockshares			Commonstock			Additionalpaid-incapital			Accumulatedothercomprehensiveloss			Treasurystock			Retainedearnings			Totalshareholders'equity
Balance as of October 28, 2023		37,034,050		$	18.5		$	183.8		$	(42.9	)	$	(11.5	)	$	697.0		$	844.9
Balance as of April 27, 2024		36,650,909		$	18.3		$	183.6		$	(36.7	)	$	(11.5	)	$	612.3		$	766.0
Issuance of restricted stock, net of tax withholding		65156,~~666~~100			—0.1			—(0.1	)		—			—			—(0.5	)		—(0.5	)
Cancellation of restricted stock		(~~144~~79,~~000~~325	)		~~(0.1~~—	)		~~0.1~~—			—			—			—			—
Purchases of common stock		(130,592	)		—			—			—			—			(3.0	)		(3.0	)
Conversion of cash bonus to RSUs		—			—			2.0			—			—			—			2.0
Stock-based compensation expense		—			—			(2.2	)		—			—			—			(2.2	)
Purchases of common stock		(136,000	)		(0.1	)		—			—			—			(1.5	)		(1.6	)
Other comprehensive income		—			—			—			11.7			—			—			11.7
Stock-based compensation expense		—			—			1.3			—			—			—			1.3
Net loss		—			—			—			—			—			(11.6	)		(11.6	)
Other comprehensive income		—			—			—			0.4			—			—			0.4
Dividends on common stock		—			—			—			—			—			(4.8	)		(4.8	)
Net loss		—			—			—			—			—			(18.3	)		(18.3	)
Balance as of January 27, 2024		36,825,124		$	18.4		$	181.7		$	(31.2	)	$	(11.5	)	$	677.6		$	835.0
Dividends on common stock		—			—			—			—			—			(4.9	)		(4.9	)
Balance as of July 27, 2024		36,591,684		$	18.3		$	186.8		$	(36.3	)	$	(11.5	)	$	587.1		$	744.4

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (continued)

(in millions, except share data)

	Nine Months Ended February 1, 2025 (40 Weeks)
	Redeemable noncontrolling interest		Commonstockshares			Commonstock			Additionalpaid-incapital			Accumulatedothercomprehensiveloss			Treasurystock			Retainedearnings			Totalshareholders'equity
Balance as of April 27, 2024	$	—		36,650,909		$	18.3		$	183.6		$	(36.7	)	$	(11.5	)	$	612.3		$	766.0
Issuance of restricted stock, net of tax withholding		—		568,698			0.3			(0.1	)		—			—			(3.5	)		(3.3	)
Cancellation of restricted stock		—		(79,325	)		—			—			—			—			—			—
Conversion of cash bonus to RSUs		—		—			—			2.1			—			—			—			2.1
Purchases of common stock		—		(136,000	)		(0.1	)		—			—			—			(1.5	)		(1.6	)
Stock-based compensation expense		—		—			—			4.6			—			—			—			4.6
Other comprehensive loss		—		—			—			—			(14.5	)		—			—			(14.5	)
Net loss		—		—			—			—			—			—			(34.3	)		(34.3	)
Dividends on common stock		—		—			—			—			—			—			(14.7	)		(14.7	)
Balance as of February 1, 2025	$	—		37,004,282		$	18.5		$	190.2		$	(51.2	)	$	(11.5	)	$	558.3		$	704.3

	Nine Months Ended January 27, 2024 (39 Weeks)
	Redeemable noncontrolling interest			Commonstockshares			Commonstock			Additionalpaid-incapital			Accumulatedothercomprehensiveloss			Treasurystock			Retainedearnings			Totalshareholders'equity
Balance as of April 29, 2023	$	11.1			37,167,375		$	18.6		$	181.0		$	(19.0	)	$	(11.5	)	$	772.7		$	941.8
Issuance of restricted stock, net of tax withholding		—			255,120			0.1			(0.1	)		—			—			(3.8	)		(3.8	)
Cancellation of restricted stock		—			(144,000	)		(0.1	)		0.1			—			—			—			0.0
Purchase of redeemable noncontrolling interest		(11.1	)		—			—			—			—			—			—			—
Purchases of common stock		—			(453,371	)		(0.2	)		—			—			—			(10.6	)		(10.8	)
Stock-based compensation expense		—			—			—			0.7			—			—			—			0.7
Other comprehensive loss		—			—			—			—			(12.2	)		—			—			(12.2	)
Net loss		—			—			—			—			—			—			(66.0	)		(66.0	)
Dividends on common stock		—			—			—			—			—			—			(14.7	)		(14.7	)
Balance as of January 27, 2024	$	—			36,825,124		$	18.4		$	181.7		$	(31.2	)	$	(11.5	)	$	677.6		$	835.0

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

	Nine Months Ended
	Three Months Ended
	February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
	(40 Weeks)			(39 Weeks)
	(13 Weeks)			(13 Weeks)
Operating activities:
Net loss	$	(3410.3	)	$	(6618.03	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		4214.59			4314.31
Stock-based compensation expense		51.52			12.82
Amortization of debt issuance costs		0.83			0.52
Partial write-off of unamortized debt issuance costs		10.26			—1.2
(Gain) loss on sale of assets		(0.3	)		0.6
Gain on sale of property, plant and equipment		(0.5	)		—
Impairment of long-lived assets		~~0.4~~—			0.73
Goodwill impairment		—			56.5
Inventory obsolescence		1.7			2.0
Change in deferred income taxes		(0.25	)		(4.0.5	)
Other		(1.10	)		(0.23	)
Changes in operating assets and liabilities:
Accounts receivable		3528.53			4714.74
Inventories		~~(34~~2.58	)		(4735.1	)
Prepaid expenses and other assets		(06.42	)		(85.8	)
Accounts payable		(196.02	)		1132.04
Other liabilities		(713.34	)		~~(13~~3.45	)
Net cash (used in) provided by operating activities		(9.0	)		22.6
Net cash provided by operating activities		25.1			10.9
Investing activities:
Purchases of property, plant and equipment		(327.51	)		(4113.16	)
Proceeds from settlement of net investment hedge		3.1			0.6
Proceeds from sale of property, plant and equipment		1.3			—
Proceeds from disposition of assets		2.7			1.5
Net cash used in investing activities		(5.8	)		(13.6	)
Net cash used in investing activities		(26.7	)		(39.0	)
Financing activities:
Taxes paid related to net share settlement of equity awards		(30.54	)		(30.85	)
Repayments of finance leases		(0.21	)		(0.21	)
Debt issuance costs		(1.86	)		—(1.8	)
Purchases of common stock		~~(1.6~~—	)		(101.86	)
Cash dividends		(152.38	)		(155.01	)
Purchase of redeemable noncontrolling interest		—			(10.9	)
Proceeds from borrowings		78.5			—
Proceeds from borrowings		60.0			232.9
Repayments of borrowings		(78.1	)		(39.1	)
Repayments of borrowings		(54.2	)		(207.2	)
Net cash used in financing activities		(4.5	)		(48.2	)
Net cash used in financing activities		(16.6	)		(15.0	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		2.7			0.7
Effect of foreign currency exchange rate changes on cash and cash equivalents		(5.4	)		(2.7	)
Increase (decrease) in cash and cash equivalents		17.5			(50.2	)
Decrease in cash and cash equivalents		(57.7	)		(34.1	)
Cash and cash equivalents at beginning of the period		103.6			161.5
Cash and cash equivalents at beginning of the period		161.5			157.0
Cash and cash equivalents at end of the period	$	121.1		$	111.3
Cash and cash equivalents at end of the period	$	103.8		$	122.9
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	174.58		$	123.73
Income taxes, net of refunds	$	175.67		$	173.07
Operating lease obligations	$	62.92		$	62.93

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of business

Methode Electronics, Inc. (the “Company” or “Methode”) is a leading global supplier of custom engineered solutions with sales, engineering and manufacturing locations in North America, Europe, Middle East and Asia. The Company designs, engineers and produces mechatronic products for Original Equipment Manufacturers (“OEMs”) utilizing its broad range of technologies for user interface, light-emitting diode (“LED”) lighting system, power distribution and sensor applications.

The Company’s solutions are found in the end markets of transportation (including automotive, commercial vehicle, e-bike, aerospace, bus and rail), cloud computing infrastructure, construction equipment and consumer appliance.

Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments, except as otherwise disclosed) that management believes are necessary for a fair presentation of the results of operations, financial position and cash flows of the Company for the interim periods presented. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Form 10-K for the year ended ~~April~~May 273, ~~2024~~2025, filed with the SEC on July 119, ~~2024~~2025. Results may vary from quarter to quarter for reasons other than seasonality.

Financial reporting periods

The Company’s fiscal year ends on the Saturday closest to April 30 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year. The current fiscal year ending May 32, ~~2025~~2026 is a 5352-week fiscal year~~, with the additional week being included in the second fiscal quarter~~. The three months ended ~~February~~August 12, 2025 and ~~January~~July 27, 2024 were both 13-week periods~~, while the nine months ended February 1, 2025 and January 27, 2024 were 40 and 39-week periods, respectively~~.

Use of estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and ~~the~~ accompanying notes. These estimates and assumptions are subject to an inherent degree of uncertainty and may change, as new events occur, and additional information is obtained. As a result, actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur.

~~Accounting~~Recent ~~pronouncements~~accounting ~~not yet adopted~~pronouncements

In ~~November~~December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-0709, “~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures,.” ~~which~~ASU ~~requires~~No. ~~entities~~2023-09 torequires ~~provide~~disaggregated ~~disclosures~~information about ~~their~~a ~~reportable~~reporting ~~segments~~entity’s ~~significant~~effective ~~expenses~~tax onrate anreconciliation ~~interim~~as ~~and~~well ~~annual~~as ~~basis~~information on income taxes paid. The ~~updated~~Company ~~standard~~will isinclude ~~effective~~the ~~for~~disclosures ~~the~~required ~~Company’s~~under ~~annual~~ASU ~~periods~~No. ~~beginning~~2023-09 in ~~fiscal~~its ~~2025~~Annual ~~and~~Report ~~interim~~on ~~periods~~Form ~~beginning~~10-K infor the ~~first quarter of~~ fiscal ~~2026.~~year ~~Early~~ending ~~adoption~~May is2, ~~permitted~~2026. The Company isexpects ~~currently evaluating~~ the ~~impact~~adoption ~~that~~to ~~the~~only ~~updated~~impact ~~standard will have on~~ its financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU No. 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU No. 2023-09 will become effective for the Company in the first quarter of fiscal 2026 and will be applied on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures.” ASU 2024-03 requires public entities to disclose more detailed information about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expenses and depreciation. ASU 2024-03 will become effective for the Company’s annual periods beginning in fiscal 2028. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures.

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There have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. Further, at February 1, 2025, there are no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements.

Summary of significant accounting policies

The Company’s significant accounting policies are described in Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Company’s Form 10-K for the year ended ~~April~~May 273, ~~2024~~2025. There have been no material changes to the significant accounting policies in the ~~nine~~three months ended ~~February~~August 12, 2025.

~~Foreign currency translation.~~ 7

~~The~~Table ~~functional currencies~~ of the majority of the Company’s foreign subsidiaries are their local currencies. The results of operations of these foreign subsidiaries are translated into U.S. dollars using average monthly rates, while the assets and liabilities are translated using period-end exchange rates. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) (“AOCI”). Gains and losses arising from transactions denominated in a currency other than the functional currency, except certain long-term intercompany transactions, are included in the condensed consolidated statements of operations in other expense, net. Net foreign exchange loss was $1.3 million in the three months ended February 1, 2025, compared to $2.8 million in the three months ended January 27, 2024. Net foreign exchange loss was $3.6 million in the nine months ended February 1, 2025, compared to $2.2 million in the nine months ended January 27, 2024.Contents

Foreign currency translation

The functional currencies of the majority of the Company’s foreign subsidiaries are their local currencies. The results of operations of these foreign subsidiaries are translated into U.S. dollars using average monthly rates, while the assets and liabilities are translated using period-end exchange rates. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss (“AOCL”). Gains and losses arising from transactions denominated in a currency other than the functional currency, except certain long-term intercompany transactions, are included in the condensed consolidated statements of operations in other expense, net. Net foreign exchange loss was $1.5 million in the three months ended August 2, 2025, compared to $0.6 million in the three months ended July 27, 2024.

Note 2. Revenue

The Company generates revenue from manufacturing products for customers in diversified global markets under multi-year programs. Typically, these programs do not contain a firm commitment by the customer for volume or price and do not reach the level of a performance obligation until the Company receives either a purchase order and/or a materials release from the customer for a specific quantity at a specified price, at which point an enforceable contract exists. Contracts may also provide for annual price reductions over the production life of a program, and prices may be adjusted on an ongoing basis to reflect changes in product content/cost and other commercial factors. ~~Sales and other taxes collected concurrent with revenue-producing activities are excluded from revenue.~~

The majority of the Company’s revenue is recognized at a point in time. The Company has determined that the most definitive demonstration that control has transferred to a customer is physical shipment or delivery, depending on the contractual shipping terms, except for consignment transactions. Consignment transactions are arrangements where the Company transfers product to a customer location but retains ownership and control of such product until it is used by the customer. Revenue for consignment arrangements is recognized upon the customer’s usage. The Company’s revenue also includes customer cost recoveries, which represent reimbursements the Company receives from customers for incremental costs associated with spot purchases of raw materials and premium freight incurred in fulfilling its performance obligation to the customer. Given these cost recoveries are generally negotiated after contract inception, the Company accounts for these cost recoveries as a modification to the existing contract. The Company recognizes cost recoveries as revenue when (or as) the remaining performance obligations per the contract are satisfied, or on the modification date if all performance obligations under the contract have been previously satisfied.

Revenue associated with products which the Company believes have no alternative use (such as highly customized parts), and where the Company has an enforceable right to payment, are recognized ~~on an~~ over time ~~basis~~. Revenue is recognized based on progress to date, which is typically ~~even~~ratably over the production process through transfer of control to the customer.

The Company’s payment terms with its customers are typically 30-4560 days from the time control transfers. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” to not assess whether a contract has a significant financing component.

Contract balances

The Company receives payment from customers based on the contractual billing schedule and specific performance requirements established in the contract. Billings are recorded as accounts receivable when an unconditional right to the contractual consideration exists. A contract asset is an entity’s right to consideration in exchange for goods or services that the entity has transferred to a customer. A contract liability exists when an entity has received consideration, or the amount is due from the customer in advance of revenue recognition. Contract assets and contract liabilities are recognized in other current assets and other accrued liabilities, respectively, in the condensed consolidated balance sheets and were immaterial as of ~~February~~August 12, 2025 and ~~April~~May 273, ~~2024~~2025.

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Disaggregated revenue information

The following table represents a disaggregation of revenue from contracts with customers by segment and geographical location. Net sales are attributed to regions based on the location of production. Though revenue recognition patterns and contracts are generally consistent, the amount, timing and uncertainty of revenue and cash flows may vary in each reportable segment due to geographic and economic factors.

	Three Months Ended February 1, 2025 (13 Weeks)
	Three Months Ended August 2, 2025 (13 Weeks)
(in millions)	Automotive		Industrial		Interface		~~Medical~~Total		~~Total~~
Geographic net sales:
North America	$	5136.86	$	3844.61	$	1210.39	$	—91.6	$	~~102.7~~
Europe, the Middle East & Africa ("EMEA")		5561.96		4150.42		—		—111.8		~~97.3~~
Asia		87.09		3129.92		—		—37.1		~~39.9~~
Total net sales	$	~~115~~106.71	$	~~111~~123.95	$	1210.39	$	—240.5	$	~~239.9~~
Timing of revenue recognition:
Goods transferred at a point in time	$	~~111~~102.86	$	~~111~~123.95	$	1210.39	$	—237.0	$	~~236.0~~
Goods transferred over time		3.95		—		—		—3.5		~~3.9~~
Total net sales	$	~~115~~106.71	$	~~111~~123.95	$	1210.39	$	—240.5	$	~~239.9~~

	Three Months Ended January 27, 2024 (13 Weeks)
	Three Months Ended July 27, 2024 (13 Weeks)
(in millions)	Automotive		Industrial		Interface		~~Medical~~Total		~~Total~~
Geographic net sales:
North America	$	5666.73	$	45.63	$	12.72	$	—123.8	$	~~115.0~~
EMEA		5259.03		3739.56		—		—98.9		~~89.5~~
Asia		319.02		2426.06		—		—35.8		~~55.0~~
Total net sales	$	~~139~~134.78	$	~~107~~111.15	$	12.72	$	—258.5	$	~~259.5~~
Timing of revenue recognition:
Goods transferred at a point in time	$	~~136~~132.62	$	~~107~~111.15	$	12.72	$	—255.9	$	~~256.4~~
Goods transferred over time		32.16		—		—		—2.6		~~3.1~~
Total net sales	$	~~139~~134.78	$	~~107~~111.15	$	12.72	$	—258.5	$	~~259.5~~

	Nine Months Ended February 1, 2025 (40 Weeks)
(in millions)	Automotive		Industrial		Interface		Medical		Total
Geographic net sales:
North America	$	187.8	$	133.8	$	40.2	$	—	$	361.8
EMEA		181.7		129.5		—		—		311.2
Asia		26.5		91.5		—		—		118.0
Total net sales	$	396.0	$	354.8	$	40.2	$	—	$	791.0
Timing of revenue recognition:
Goods transferred at a point in time	$	387.2	$	354.8	$	40.2	$	—	$	782.2
Goods transferred over time		8.8		—		—		—		8.8
Total net sales	$	396.0	$	354.8	$	40.2	$	—	$	791.0

Note 3. Restructuring and Asset Impairment Charges

	Nine Months Ended January 27, 2024 (39 Weeks)
(in millions)	Automotive		Industrial		Interface		Medical		Total
Geographic net sales:
North America	$	194.4	$	137.6	$	39.6	$	2.3	$	373.9
EMEA		153.9		131.4		—		—		285.3
Asia		104.0		73.9		—		0.1		178.0
Total net sales	$	452.3	$	342.9	$	39.6	$	2.4	$	837.2
Timing of revenue recognition:
Goods transferred at a point in time	$	440.7	$	342.9	$	39.6	$	2.4	$	825.6
Goods transferred over time		11.6		—		—		—		11.6
Total net sales	$	452.3	$	342.9	$	39.6	$	2.4	$	837.2

Restructuring and asset impairment charges includes costs related to restructuring actions taken by the Company as well as long-lived asset impairments.

10The Company continually monitors market factors and industry trends and may take restructuring actions to reduce overall costs and improve operational profitability as appropriate. Restructuring actions generally result in charges for employee termination benefits, plant closures, asset impairments and contract termination costs.

Components of restructuring and asset impairment charges were as follows:


	Three Months Ended
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)
Employee termination benefits	$	0.9	$	0.3
Asset impairment charges		—		0.3
Total	$	0.9	$	0.6

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~~Note~~The 3.table ~~Disposition~~below presents restructuring and asset impairment charges by reportable segment.

In the first quarter of fiscal 2024, the Company made the decision to initiate the discontinuation of the Dabir business in the Medical segment. In fiscal 2024, the Company sold certain assets and contracts of its Dabir business to a third party for consideration of $1.5 million and recorded a loss on the sale, including transaction costs, of $0.6 million. The discontinuation of the Dabir business does not qualify as a discontinued operation as it does not represent a strategic shift that will have a major effect on the Company’s operations or financial results.


	Three Months Ended
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)
Automotive	$	0.7	$	0.3
Industrial		—		—
Interface		—		—
Eliminations/Corporate		0.2		0.3
Total	$	0.9	$	0.6
Recognized in:
Cost of products sold	$	—	$	0.3
Selling and administrative expenses		0.9		0.3
	$	0.9	$	0.6

The Company’s restructuring liability was $0.5 million and $0.7 million as of August 2, 2025 and May 3, 2025, respectively. Estimates of restructuring costs are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring costs, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals. The Company may take additional restructuring actions in future periods based upon market conditions and industry trends.

Note 4. Income Taxes

For the three ~~and nine~~ months ended ~~February~~August 12, 2025, the Company utilized the discrete effective tax rate method, treating the year-to-date period as if it was the annual period to calculate its interim income tax provision, as allowed by ASC 740-270-30-18, “Income Taxes-Interim Reporting.” The Company concluded it could not use the estimated annual effective tax rate method as it could not calculate a reliable estimate of the annual effective tax rate due to it being highly sensitive to minor changes in the forecasted amounts, thus generating significant variability in the estimated annual effective tax rate and distorting the customary relationship between income tax expense and pre-tax ~~income~~loss in interim periods.

The Company’s income tax expense and effective tax rate for the three ~~and nine~~ months ended ~~February~~August 12, 2025 and ~~January~~July 27, 2024 were as follows:

	Three Months Ended						~~Nine Months Ended~~
	February 1, 2025			January 27, 2024			February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
($ in millions)	(13 Weeks)			(13 Weeks)			~~(40 Weeks)~~			~~(39 Weeks)~~
Pre-tax loss	$	(86.21	)	$	(1013.51	)	$	~~(19.7~~	)	$	~~(65.0~~	)
Income tax expense		64.2			15.12			~~14.6~~			~~1.0~~
Effective tax rate		(7568.69	)%		(1039.57	)%		~~(74.1~~	)%		~~(1.5~~	)%

The effective tax rate for the three ~~and nine~~ months ended ~~February~~August 12, 2025 differs from the U.S. federal statutory tax rate of 21% primarily due to an increase in a valuation allowance for ~~U.S.~~ deferred tax assets ~~and~~of $1.7 million, an unfavorable impact from global intangible low-tax income (“GILTI”) and non-deductible interest, partially offset by the impact of income derived from foreign operations with lower statutory tax rates. The effective tax rate for the three months ended ~~January~~July 27, 2024 differs from the U.S. federal statutory tax rate of 21% primarily due to an increase in a valuation allowance for deferred tax assets of $4.3 million and an unfavorable impact from GILTI, partially offset by the impact of income derived from foreign operations with lower statutory tax rates and research deductions claimed in foreign jurisdictions~~, offset by GILTI~~. The ~~effective~~valuation ~~tax~~allowance ~~rate~~was ~~for~~recorded as the ~~nine~~Company ~~months~~determined ~~ended~~that ~~January~~based ~~27,~~on ~~2024 differs from~~ the ~~U.S.~~evaluation ~~federal statutory tax rate~~ of ~~21%~~all ~~primarily~~available ~~due~~evidence tothat anthe ~~impairment~~recovery of ~~goodwill~~some ~~which~~of isits ~~non-deductible~~deferred ~~for~~ tax ~~purposes,~~assets ~~income~~was ~~derived~~not ~~from~~more ~~foreign~~likely ~~operations~~than ~~with lower statutory tax rates and research deductions claimed in foreign jurisdictions, offset by GILTI~~not.

AsThe ofOrganization ~~February~~for 1,Economic ~~2025,~~Cooperation and Development’s (“OECD”) Pillar II Initiative introduced a 15% global minimum tax for certain multinational groups exceeding minimum annual global revenue thresholds. Some countries in which the Company ~~determined~~operates ~~that~~have ~~recovery~~enacted oflegislation ~~some~~adopting ofthe ~~its~~minimum tax effective January 1, 2024. While it is uncertain whether the U.S. ~~deferred~~will ~~tax~~enact ~~assets~~legislation ~~was~~to ~~not~~adopt ~~more~~Pillar ~~likely~~2, ~~than~~certain ~~not~~countries in which the Company operates have adopted legislation, and ~~recorded~~other acountries ~~valuation~~are ~~allowance~~in tothe ~~income~~process ~~tax~~of ~~expense~~introducing oflegislation $6to implement Pillar 2.5 ~~million~~For ~~for~~fiscal 2026, the ~~three~~Company ~~months~~performed ~~ended~~a ~~February~~calculation 1,of ~~2025~~an ~~and~~additional ~~$14.0~~top-up ~~million~~tax ~~for~~under the ~~nine~~safe ~~months~~harbor ~~ended~~Pillar ~~February~~2 1,Framework ~~2025.~~to ~~The~~determine ~~valuation~~the ~~allowance~~jurisdictions ~~was~~where ~~recorded~~the ~~based~~effective ontax rate fell below the ~~evaluation~~minimum threshold of ~~all~~15% ~~available~~and ~~evidence~~included the results in income tax expense for the period.

The Organization for Economic Cooperation and Development’s (“OECD”) Pillar II Initiative introduced a 15% global minimum tax for certain multinational groups exceeding minimum annual global revenue thresholds. Some countries in which the Company operates have enacted legislation adopting the minimum tax effective January 1, 2024. To date, the Company has determined that there is an immaterial global minimum tax liability as a result of Pillar II, as certain tax jurisdictions either will not have Pillar II enacted until after December 31, 2024, or have satisfied the safe harbor test to prevent any minimum tax under Pillar II. The Company continues to monitor its jurisdictions for any changes and include any appropriate minimum tax throughout the fiscal year.10

The Company’s gross unrecognized income tax benefits were $4.5 million and $4.4 million as of February 1, 2025 and April 27, 2024, respectively. If any portion of the Company’s unrecognized tax benefits is recognized, it would impact the Company’s effective tax rate. The unrecognized tax benefits are reviewed periodically and adjusted for changing facts and circumstances, such as tax audits, the lapsing of applicable statutes of limitations and changes in tax law. The Company recognizes interest and penalties related to income tax uncertainties in income tax expense. Accrued interest and penalties were $0.6 million and $0.4 million as of February 1, 2025 and April 27, 2024, respectively.

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The Company’s gross unrecognized income tax benefits were $0.9 million and $0.8 million as of August 2, 2025 and May 3, 2025, respectively. If any portion of the Company’s unrecognized tax benefits is recognized, it would impact the Company’s effective tax rate. The unrecognized tax benefits are reviewed periodically and adjusted for changing facts and circumstances, such as tax audits, the lapsing of applicable statutes of limitations and changes in tax law. The Company recognizes interest and penalties related to income tax uncertainties in income tax expense. Accrued interest and penalties were $0.1 million and $0.1 million as of August 2, 2025 and May 3, 2025, respectively.

On July 4, 2025, the United States Congress passed the budget reconciliation bill H.R. 1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent many of the provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the end of 2025 and includes other changes to certain U.S. corporate tax provisions. The changes to U.S. tax law that were enacted under the OBBBA include modifications to capitalization of research and development expenses, changes to interest expense limitations and accelerated fixed asset depreciation. Based on the Company’s current U.S. tax position, the changes did not have a significant impact to the effective tax rate.

Note 5. Balance Sheet Components

Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less. Highly liquid investments include money market funds which are classified within Level 1 of the fair value hierarchy. ~~As of February 1, 2025 and April 27, 2024, the Company had a balance of $0.2 million and $73.2 million, respectively, in money market accounts.~~

Accounts receivable and allowance for doubtful accounts

Accounts receivable are customer obligations due under normal trade terms and are presented net of an allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on the current expected credit loss impairment model. The Company applies a historical loss rate based on historic write-offs to aging categories. The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts of future losses, as necessary. The Company may also record a specific reserve for individual accounts when it becomes aware of specific customer circumstances, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. The allowance for doubtful accounts balance was $23.72 million and $13.40 million as of ~~February~~August 12, 2025 and ~~April~~May 273, ~~2024~~2025, respectively.

Inventories

Inventories are stated at the lower-of-cost or net realizable value. Cost is determined using the first-in, first-out method. Finished products and work-in-process inventories include direct material costs and direct and indirect manufacturing costs. The Company records reserves for inventory that may be obsolete or in excess of current and future market demand. A summary of inventories is shown below:

(in millions)	~~February~~August 12, 2025			~~April~~May 273, ~~2024~~2025
Finished products	$	4744.1		$	4544.63
Work in process		24.1			16.1
Work-in-process		23.0			20.7
Raw materials		~~147~~150.65			~~124~~158.50
Total inventories	$	218.8		$	186.2
Gross inventories		217.6			223.0
Inventory reserves		(26.7	)		(28.9	)
Total inventories, net	$	190.9		$	194.1

Assets held for sale

The Company classifies long-lived assets to be sold as held for sale in the period in which all of the required criteria under ASC 360 “Property, Plant, and Equipment” are met. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Upon determining that a long-lived asset meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets as “Assets held for sale” on the condensed consolidated balance sheets. Assets held for sale at April 27, 2024 consisted of three non-core real estate assets, two of which were sold in the nine months ended February 1, 2025. The two non-core real estate assets had an aggregate carrying value of $2.0 million and the Company recognized a gain of $0.3 million from these sales. The Company has accepted an offer for the asset held for sale at February 1, 2025, and currently expects the sale to be completed prior to the end of its fourth quarter ending May 3, 2025. The Company expects to recognize an immaterial gain from the sale of this non-core real estate asset.

Property, plant and equipment

Property, plant and equipment isare ~~stated~~recorded at cost less accumulated depreciation. Maintenance and repair costs are expensed as incurred. Depreciation is calculated using the straight-line method using estimated useful lives of 5 to 40 years for buildings and building improvements, ~~and~~7 3 to 15 years for machinery and equipment and 3 years for computer equipment. A summary of property, plant and equipment is shown below:

(in millions)	~~February~~August 12, 2025			~~April~~May 273, ~~2024~~2025
Land	$	3.3		$	3.3
Buildings and building improvements		98105.49			98104.56
Machinery and equipment		~~395~~435.40			~~394~~424.62
Construction in progress		4851.18			5047.49
Total property, plant and equipment, gross		~~545~~596.20			~~546~~580.80
Less: accumulated depreciation		(~~336~~371.65	)		(~~334~~358.74	)
Property, plant and equipment, net	$	~~208~~224.65		$	~~212~~221.16

Depreciation expense was $8.3 million and $8.8 million in the three months ended February 1, 2025 and January 27, 2024, respectively. Depreciation expense was $24.9 million and $25.3 million in the nine months ended February 1, 2025 and January 27, 2024, respectively. As of February 1, 2025 and April 27, 2024, capital expenditures recorded in accounts payable totaled $2.3 million and $6.1 million, respectively.11

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Depreciation expense was $9.1 million and $8.2 million in the three months ended August 2, 2025 and July 27, 2024, respectively. As of August 2, 2025 and May 3, 2025, capital expenditures recorded in accounts payable totaled $5.9 million and $3.3 million, respectively.

Pre-production tooling costs related to long-term supply arrangements

The Company incurs pre-production tooling costs related to products produced for its customers under long-term supply arrangements. Engineering, testing and other costs incurred in the design and development of production parts are expensed as incurred, unless the costs are reimbursable by the customer. As of ~~February~~August 12, 2025 and ~~April~~May 273, ~~2024~~2025, the Company had $4028.07 million and $4431.17 million, respectively, of pre-production tooling costs related to customer-owned tools for which reimbursement is contractually guaranteed by the customer or for which the customer has provided a non-cancelable right to use the tooling.

Costs for molds, dies and other tools used in products produced for its customers under long-term supply arrangements for which the Company has title are capitalized in property, plant and equipment and amortized over the shorter of the life of the arrangement or the estimated useful life of the assets. As of ~~February~~August 12, 2025 and ~~April~~May 273, ~~2024~~2025, Company-owned tooling was $1213.54 million and $1412.09 million, respectively.

Note 6. Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. ~~All of the Company’s goodwill is in the Industrial segment.~~ A summary of the changes in the carrying amount of goodwill by reportable segment is ~~shown~~as ~~below~~follows:

(in millions)	~~Total~~Automotive			Industrial		Total
Balance as of April 27, 2024	$	169.9
Balance as of May 3, 2025	$	—		$	172.7	$	172.7
Foreign currency translation		~~(2.5~~—	)		1.2		1.2
Balance as of February 1, 2025	$	167.4
Gross balance		105.9			173.9		279.8
Accumulated impairment		(105.9	)		—		(105.9	)
Balance as of August 2, 2025	$	—		$	173.9	$	173.9

A summary of goodwill by reporting unit is as follows:

(in millions)	~~February~~August 12, 2025		~~April~~May 273, ~~2024~~2025
Grakon Industrial	$	~~123~~124.27	$	124.47
Nordic Lights		4247.6		4346.94
Other		1.6		1.6
Total	$	~~167~~173.49	$	~~169~~172.97

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as of the beginning of the fourth quarter each fiscal year. In addition, the Company continuously monitors for events and circumstances that could negatively impact the key assumptions used in determining fair value and therefore require interim goodwill impairment testing, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions. No impairment indicators were identified in the ~~third~~first quarter of fiscal ~~2025~~2026.

October 28, 2023 goodwill impairment

During the three months ended October 28, 2023, the Company identified an impairment triggering event associated with a sustained decrease in the Company’s publicly quoted share price, market capitalization and lower than expected operating results. These factors suggested that the fair value of one or more of the Company’s reporting units may have fallen below their carrying amounts. As a result, the Company performed an interim quantitative impairment test and recognized a non-cash goodwill impairment charge of $56.5 million for two reporting units in its Automotive segment.

Other intangible assets, net

Details of identifiable intangible assets are shown below:

	As of February 1, 2025
	August 2, 2025
(in millions)	Gross		Accumulatedamortization			Net		Weighted average remaining useful life (years)
Amortized intangible assets:
Customer relationships and agreements	$	~~303~~314.02	$	(96107.50	)	$	~~206~~207.52		1413.29
Trade names, patents and technology licenses		7477.40		(4751.01	)		2725.49		6.53
Total amortized intangible assets		~~377~~391.42		(~~143~~158.51	)		233.91
Unamortized trade name		1.8		—			1.8
Total other intangible assets	$	~~379~~393.20	$	(~~143~~158.51	)	$	~~235~~234.79

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	As of April 27, 2024
	May 3, 2025
(in millions)	Gross		Accumulatedamortization			Net		Weighted average remaining useful life (years)
Amortized intangible assets:
Customer relationships and agreements	$	~~306~~311.68	$	(84102.73	)	$	~~221~~209.95		14.80
Trade names, patents and technology licenses		7576.35		(4249.34	)		3327.01		6.94
Total amortized intangible assets		~~381~~388.93		(~~127~~151.07	)		~~254~~236.96
Unamortized trade name		1.8		—			1.8
Total other intangible assets	$	~~383~~390.71	$	(~~127~~151.07	)	$	~~256~~238.74

Based on the current amount of intangible assets subject to amortization, the estimated aggregate amortization expense for each of the five succeeding fiscal years and thereafter is as follows:

(in millions)
Fiscal Year:
Remainder of 2025	$	5.7
Remainder of fiscal 2026	$	16.2
2026		22.3
2027		22.4
2027		21.6
2028		20.1
2028		19.3
2029		18.9
2029		18.1
2030		17.8
Thereafter		~~146~~137.97
Total	$	233.91

Note 7. Derivative Instruments and Hedging Activities

The Company is exposed to various market risks including, but not limited to, foreign currency exchange rates and market interest rates. The Company strives to control its exposure to these risks through our normal operating activities and, where appropriate, through the use of derivative financial instruments. Derivative financial instruments are measured at fair value on a recurring basis using various pricing models that incorporate observable market parameters, such as interest rate yield curves and foreign currency rates and are classified as Level 2 within the fair value hierarchy.

For a designated cash flow hedge, the effective portion of the change in the fair value of the derivative financial instrument is recorded in ~~AOCI~~AOCL in the condensed consolidated balance sheets. When the underlying hedged transaction is realized, the gain or loss previously included in ~~AOCI~~AOCL is recorded in earnings and reflected in the condensed consolidated statements of operations on the same line as the gain or loss on the hedged item attributable to the hedged risk. The gain or loss associated with changes in the fair value of derivatives not designated as hedges are recorded immediately in the condensed consolidated statements of operations on the same line as the associated risk. For a designated net investment hedge, the effective portion of the change in the fair value of the derivative financial instrument is recorded as a cumulative translation adjustment in ~~AOCI~~AOCL in the condensed consolidated balance sheets.

Net investment hedges

The Company is exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries. To manage this risk, the Company designates certain qualifying derivative and non-derivative instruments, including cross-currency swaps and foreign currency-denominated debt, as net investment hedges of certain non-U.S. subsidiaries.

The Company had a fixed-rate, cross-currency swap, with a notional value of $60.0 million (€54.8 million), that settled in December 2024 with a gross gain of approximately $3.1 million. The cross-currency swap was designated as a hedge of the Company’s net investment in aits euro-~~based~~denominated ~~subsidiary~~subsidiaries. The gain will remain in ~~AOCI~~AOCL until the hedged net investment is sold or substantially liquidated.

Hedge effectiveness is assessed at the inception of the hedging relationship and quarterly thereafter, under the spot-to-spot method. The Company recognizes the impact of all other changes in fair value of the derivative, which represents the interest rate differential of the cross-currency swap, through interest expense. For the three months ended ~~February~~August 12, 2025 and ~~January~~July 27, 2024, the Company recorded ~~a loss of $0.1 million and~~ zero, ~~respectively, in interest expense, net in the condensed consolidated statements of operations. For the nine months ended February 1, 2025~~ and ~~January~~a ~~27,~~gain ~~2024, the Company recorded gains~~ of $0.42 million ~~and $1.1 million~~, respectively, in interest expense, net in the condensed consolidated statements of operations.

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~~The~~As of August 2, 2025, the Company ~~has~~designated €~~275~~55.0 million of long-term borrowings under its ~~Amended~~revolving ~~Credit~~credit ~~Agreement~~facility (see Note 8 “Debt”) ~~which was designated~~ as a net investment hedge of the foreign currency exposure of its investment in its euro-denominated subsidiaries. OnThe ~~December~~remaining ~~18,~~euro-denominated ~~2024,~~borrowings ~~the~~were ~~Company~~previously ~~de-~~designated ~~these long-term borrowings~~ as a net investment hedge. Asup ofuntil December 18, 2024~~, the cumulative gain, net of tax, was $9~~.0 ~~million which will remain in AOCI until there is a substantial liquidation of the Company’s net investment of its euro-denominated subsidiaries.~~ Due to changes in the value of the euro-denominated long-term borrowings designated as a net investment hedge, in the three months ended ~~February~~August 12, 2025 ~~(through the date of de-designation)~~ and ~~January~~July 27, 2024, ~~a gain~~losses, net of tax, of $70.72 million and ~~loss, net of tax, of~~ $53.9 million, respectively, were recognized within the currency translation section of other comprehensive income (loss). In the nine months ended February 1, 2025 (through the date of de-designation) and January 27, 2024, a gain, net of tax, of $4.8 million ~~and $1.4 million~~, respectively, were recognized within the currency translation section of other comprehensive income (loss). Included in ~~AOCI~~AOCL related to ~~this~~ net investment ~~hedge~~hedges were cumulative gains of $98.08 million and $49.20 million, respectively, as of ~~February~~August 12, 2025 and ~~April~~May 273, ~~2024~~2025. The Company ismanages ~~now managing~~ the related foreign exchange risk of its ~~€275.0~~euro-denominated ~~million of~~ long-term borrowings not designated as a net investment hedge through certain ~~Euro~~ euro-denominated financial assets.

Interest rate swaps

The Company utilizes interest rate swaps to limit its exposure to market fluctuations on its variable-rate borrowings. The interest rate swaps effectively convert a portion of the Company'’s variable rate borrowings to a fixed rate based upon a determined notional amount. The Company has an interest rate swap, maturing on October 31, 2027, with a notional value of $~~137~~152.01 million (€132.0 million). The interest rate ~~swaps~~swap ~~are~~is designated as a cash flow ~~hedges~~hedge.

Hedge effectiveness is assessed at the inception of the hedging relationship and quarterly thereafter. The effective portion of the periodic changes in fair value is recognized in ~~AOCI~~AOCL in the condensed consolidated balance sheets. Subsequently, the accumulated gains and losses recorded in ~~AOCI~~AOCL are reclassified to income in the period during which the hedged cash flow impacts earnings, which are expected to be immaterial over the next 12 months. No ineffectiveness was recognized in the three ~~or nine~~ months ended ~~February~~August 12, 2025 and ~~January~~July 27, 2024.

Derivatives not designated as hedges

The Company uses short-term foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on non-functional currency balance sheet exposures. These forward contracts are not designated as hedging instruments. Gains and losses on these forward contracts are recognized in other expense, net, along with the foreign currency gains and losses on monetary assets and liabilities, in the condensed consolidated statements of operations.

As of ~~February~~August 12, 2025 and ~~April~~May 273, ~~2024~~2025, the Company held foreign currency forward contracts with a notional value of $~~152~~124.87 million and $~~110~~107.92 million, respectively. During the three ~~and nine~~ months ended ~~February~~August 12, 2025, the Company recognized a loss of $40.~~7 million and $4.~~2 million, ~~respectively,~~ related to foreign currency forward contracts in the condensed consolidated statements of operations. During the three ~~and nine~~ months ended ~~January~~July 27, 2024, the Company recognized a ~~gain of $0.6 million and a~~ loss of ~~$2.1~~zero ~~million, respectively,~~ related to foreign currency forward contracts in the condensed consolidated statements of operations.

Effect of derivative instruments on comprehensive income (loss)

The pre-tax effects of derivative financial instruments recorded in other comprehensive income (loss) were as follows:

	Three Months Ended					~~Nine Months Ended~~
	February 1, 2025		January 27, 2024			February 1, 2025			January 27, 2024
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)			~~(40 Weeks)~~			~~(39 Weeks)~~
Net investment hedges	$	~~2.6~~—	$	(0.39	)	$	~~1.8~~		$	~~1.5~~
Interest rate swaps		0.17		(3.1.3	)		~~(2.6~~	)		~~(5.8~~	)
Total	$	20.7	$	(2.82	)	$	~~(0.8~~	)	$	~~(4.3~~	)

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Fair value of derivative instruments on the balance sheet

The fair value of derivative instruments ~~are~~is classified as Level 2 within the fair value hierarchy and ~~are~~is recorded in the condensed consolidated balance sheets as follows:

		Asset/(Liability)
(in millions)	Financial Statement Caption	~~February~~August 12, 2025			~~April~~May 273, ~~2024~~2025
Derivatives designated as hedging instruments:
Net investment hedges	Prepaid expenses and other current assets	$	—		$	1.3
Interest rate swaps	Other long-term liabilities	$	(5.0	)	$	(5.7	)
Interest rate swaps	Other long-term liabilities	$	(4.7	)	$	(2.1	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	~~Other~~Prepaid ~~accrued~~expenses ~~liabilities~~and other current assets	$	(0.82	)	$	(0.27	)

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Note 8. Debt

A summary of debt is shown below:

(in millions)	~~February~~August 12, 2025			~~April~~May 273, ~~2024~~2025
Revolving credit facility	$	~~330~~325.08		$	~~333~~319.04
Other debt		1.3			1.53
Unamortized debt issuance costs		(3.47	)		(3.61	)
Total debt		~~327~~323.94			~~330~~317.96
Less: current maturities		(0.2	)		(0.2	)
Total long-term debt	$	~~327~~323.72		$	~~330~~317.74

Revolving credit facility

On October 31, 2022, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Lenders and other parties named therein. On March 6, 2024, the Company entered into a First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) and on July 9, 2024, the Company entered into a Second Amendment to Second Amended and Restated Credit Agreement and First Amendment to Second Amended and Restated Guaranty (the “Second Amendment”) among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and other parties thereto.

~~Among~~On ~~other~~July ~~things~~7, 2025, the ~~Second~~Company entered into a Third Amendment to Second Amended and Restated Credit Agreement (ithe “Third Amendment”) ~~reduced~~among the ~~revolving~~Company, ~~credit~~Bank ~~commitments~~of ~~under~~America, ~~the~~N.A., ~~Credit~~as ~~Agreement~~Administrative ~~from~~Agent, ~~$750~~Swing ~~million~~Line toLender ~~$500~~and ~~million~~L/C Issuer, ~~(ii)~~the ~~granted~~other aLenders ~~security~~party ~~interest~~thereto inand ~~substantially~~other ~~all~~parties ofthereto. Among other things, the ~~personal~~Third ~~property~~Amendment of(i) reduced the ~~Company~~revolving ~~and~~credit ~~its~~commitments ~~U.S.~~from ~~subsidiaries~~$500 ~~that~~million ~~are~~to ~~guarantors~~$400 million, ~~including~~(ii) ~~100%~~eliminated of the ~~equity~~Company’s ~~interests~~option ofto ~~their~~increase ~~respective~~the ~~U.S.~~revolving ~~subsidiaries~~credit commitments and/or ~~65%~~add ofone ~~the~~or ~~equity~~more ~~interests~~tranches of ~~their~~term ~~respective~~loans ~~foreign~~under ~~subsidiaries~~the ~~(or~~credit ~~such~~facility ~~greater~~from ~~amount~~time to ~~the~~time ~~extent~~subject ~~such~~to ~~pledge~~certain ~~could~~limitations ~~not~~and ~~reasonably~~conditions ~~cause~~including ~~adverse~~approval ~~tax~~of ~~consequences)~~certain lenders, (iii) amended the consolidated interest coverage ratio covenant for ~~each~~the ~~quarter~~quarters inending ~~fiscal~~August ~~year~~2, 2025, November 1, 2025, January 31, 2026 and May 2, 2026 to relax that covenant to some extent for each of those quarters, (iv) amended the consolidated leverage ratio covenant for the ~~quarter~~quarters ending ~~July~~August 272, ~~2024~~2025, November 1, 2025, January 31, 2026, May 2, 2026 and August 1, 2026 to relax that covenant to some extent for each ~~subsequent~~of ~~fiscal~~those ~~quarter~~quarters, (v) amended ~~certain~~the ~~interest~~definition ~~rate~~of ~~provisions~~“Consolidated EBITDA,” ~~(vi)~~to ~~added~~include aan ~~requirement~~add toback ~~provide~~for ~~monthly~~a ~~financial~~portion ~~statements~~of to the ~~lenders~~inventory ~~through~~write-down taken in the ~~period~~fourth ~~ending~~quarter ~~July~~of ~~25,~~fiscal 2025, (~~vii~~vi) ~~decreased~~increased the ~~general~~interest ~~basket~~rate ~~exceptions~~during tothe ~~certain~~period ~~covenants~~from ~~restricting~~July ~~certain~~7, ~~Company~~2025 ~~investments,~~to ~~liens~~the ~~and~~date ~~indebtedness~~that ~~for~~financial ~~specified~~statements ~~periods~~and ofa ~~time,~~compliance ~~(viii)~~certificate ~~increased,~~are delivered for the fiscal ~~year~~quarter ~~2025~~ending October 31, 2026 (such period, the ~~general~~“Third ~~basket~~Amendment ~~exception~~Period”), to(vii) achanged ~~covenant~~the ~~restricting~~commitment ~~certain~~fee ~~Company~~payment ~~dispositions~~during ofthe ~~property~~Third Amendment Period, (ixviii) ~~added~~extended, anthrough ~~“anti-cash~~the ~~hoarding”~~maturity ~~requirement~~date, ~~applicable~~the ~~during~~requirement ~~the~~to ~~period~~provide ~~from~~monthly financial statements to the ~~effective~~lenders, ~~date~~(ix) ofrestricted or decreased, during the ~~Second~~Third Amendment ~~until~~Period, the ~~earlier~~amount of certain exceptions to ~~occur~~covenants ofrestricting ~~(a)~~liens ~~the~~on, ~~delivery~~investments by and indebtedness of ~~financial~~the ~~statements~~Company and aits ~~compliance~~subsidiaries, ~~certificate~~(x) ~~for~~limited ~~the~~to $2.5 million, in any fiscal quarter ~~ending~~during ~~July~~the 25Third Amendment Period, ~~2025~~the ~~and~~general basket exception to a covenant restricting certain restricted payments (bincluding dividends) by the ~~delivery~~Company ofand ~~compliance~~its ~~certificates~~subsidiaries, ~~for~~while ~~two~~allowing ~~consecutive~~under ~~fiscal~~that ~~quarters~~general ~~demonstrating~~basket ~~that~~exceptions ~~the~~up ~~Company’s~~to ~~consolidated~~an ~~leverage~~aggregate ~~ratio~~of as$25 million of ~~the~~restricted ~~last~~payments ~~day~~during ofany ~~such~~other ~~fiscal~~period, ~~quarters~~(xi) ~~was~~extended, ~~less~~through ~~than~~the ~~3.00:1.00~~maturity date, ~~that~~an if“anti-cash hoarding” requirement contained in the ~~Company~~Second ~~has~~Amendment such that that if we have cash on hand in the U.S. (subject to certain exceptions) of more than $65 million for 10 consecutive business days, ~~the~~we ~~Company~~ shall prepay the indebtedness under the credit facility by the amount of such excess, ~~and~~ (xxii) ~~made~~eliminated, ~~certain~~during ~~other~~the ~~changes~~Third toAmendment Period, the investment, restricted payment and indebtedness baskets. ~~The~~that ~~Credit~~had ~~Agreement~~allowed for unlimited investments, restricted payments and indebtedness, as ~~amended~~applicable, byso long as (among other requirements) the ~~First~~Company ~~Amendment~~met certain pro forma consolidated leverage ratio tests and ~~the~~(xiii) ~~Second~~waived ~~Amendment,~~any isdefault ~~referred~~or event of default that may have occurred due to ~~herein~~non-compliance with the consolidated interest coverage ratio covenant and the consolidated leverage ratio covenant for the quarter ended May 3, 2025 as calculated using the definition of “~~Amended~~Consolidated ~~Credit~~EBITDA” ~~Agreement~~that was in effect before giving effect to the Third Amendment.”

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As of August 2, 2025, the Company was not in compliance with a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries contained in the Credit Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment) for the quarter ended August 2, 2025. On September 8, 2025, the Company entered into a Waiver Letter (the “Waiver Letter”) among the Company, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Among other things, the Waiver Letter (i) acknowledged that an event of default under the Credit Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment) occurred as the result of the Company making approximately $2.8 million of restricted payments during the quarter ended August 2, 2025, which was in excess of the $2.5 million general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries during the quarter ended August 2, 2025, (ii) reduced, for the quarter ending November 1, 2025, the general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries by the amount of excess restricted payments made during the quarter ended August 2, 2025 (which change reduced such basket exception from $2.5 million to approximately $2.2 million for the quarter ending November 1, 2025), and (iii) waived the acknowledged event of default.

The Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Waiver Letter is referred to herein as the “Amended Credit Agreement.”

The Amended Credit Agreement provides for a secured multicurrency revolving credit facility of $400 million. The Amended Credit Agreement matures on October 31, 2027.

The Third Amendment was accounted for as a debt modification, which resulted in a non-cash loss of $0.6 million in the three months ended August 2, 2025 related to the partial write-off of unamortized debt issuance costs as a result of the reduction in the credit facility size. The non-cash loss was recognized in other expense, net in the Company’s condensed consolidated statement of operations. Additionally, the Company incurred debt issuance costs of $1.6 million associated with the Third Amendment which were capitalized and, along with the current unamortized debt issuance costs, are being amortized to interest expense on a straight-line basis over remaining term of the Amended Credit Agreement.

The Second Amendment was accounted for as a debt modification, which resulted in a non-cash loss of $1.2 million in the three months ended July 27, 2024 related to the partial write-off of unamortized debt issuance costs as a result of the reduction in the credit facility size from $750 million to $500 million in the Second Amendment (subsequently reduced further in the Third Amendment). The non-cash loss was recognized in other expense, net in the Company’s condensed consolidated statement of operations. Additionally, the Company incurred debt issuance costs of $1.8 million associated with the Second Amendment which were capitalized and, along with the current unamortized debt issuance costs, are being amortized to interest expense on a straight-line basis over remaining term of the Amended Credit Agreement.

Loans denominated in U.S. dollars under the Amended Credit Agreement bear interest at either (a) an adjusted base rate or (b) an adjusted term Secured Overnight Financing Rate (“SOFR”) rate or term SOFR daily floating rate (in each case, as determined in accordance with the provisions of the Amended Credit Agreement) in each case plus an additional applicable rate (the “Applicable Rate”) ranging (subject to the last sentence of this paragraph) between 0.375% and 2.00%, in the case of adjusted base rate loans, and between 1.375% and 3.00%, in the case of adjusted term SOFR rate loans and term SOFR daily floating rate loans. Loans denominated (a) in euros will bear interest at the Euro Interbank Offered Rate, (b) in pounds sterling will bear interest at the Sterling Overnight Index Average Reference Rate, (c) in Singapore dollars will bear interest at the Singapore Interbank Offered Rate, (d) in Canadian dollars will bear interest at the forward-looking term rate based on the Canadian Overnight Repo Rate Average and (e) in Hong Kong dollars will bear interest at the Hong Kong Interbank Offered Rate (in each case, as determined in accordance with the provisions of the Amended Credit Agreement), in each case plus an Applicable Rate ranging (subject to the last sentence of this paragraph) between 1.375% and 3.00%. The Applicable Rate is set based on the Company’s consolidated leverage ratio, except that during the Third Amendment Period, the Applicable Rate shall be (x) 3.50% in the case of adjusted term SOFR rate loans, term SOFR daily floating rate loans and any loans denominated in a foreign currency and (y) 2.50% in the case of adjusted base rate loans, in each case regardless of the Company’s consolidated leverage ratio.

As of August 2, 2025, the outstanding balance under the revolving credit facility consisted of $295.8 million (€255.3 million) of euro-denominated borrowings and $30.0 million of U.S. dollar denominated borrowings. The weighted-average interest rate on outstanding U.S. dollar and euro-denominated borrowings under the Amended Credit Agreement was approximately 8.0% and 5.4%, respectively, as of August 2, 2025.

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The Amended Credit Agreement ~~provides~~contains ~~for~~various representations and warranties, financial covenants (including covenants requiring the Company to maintain compliance with a ~~secured~~minimum ~~multicurrency~~consolidated ~~revolving~~interest ~~credit~~coverage ~~facility~~ratio ofand ~~$500~~a ~~million.~~maximum Inconsolidated ~~addition~~leverage ratio, ~~the~~in ~~Amended~~each ~~Credit~~case ~~Agreement~~as ~~permits~~of the ~~Company~~end toof ~~increase~~each ~~the~~fiscal ~~revolving~~quarter), ~~commitments~~restrictive and~~/or~~ ~~add~~other ~~one~~covenants, orand ~~more~~events ~~tranches~~ of ~~term~~default. ~~loans~~The ~~under~~covenants in the Amended Credit Agreement ~~from~~include ~~time~~an to“anti-cash ~~time~~hoarding” byrequirement, upas todiscussed anabove. ~~amount~~As ~~equal~~of toAugust ~~(i)~~2, ~~$250~~2025, ~~million~~the ~~plus~~Company ~~(ii)~~was anin ~~additional~~compliance ~~amount~~with soall ~~long as~~ the ~~consolidated~~covenants ~~leverage~~in ~~ratio~~the ~~would~~Amended ~~not~~Credit ~~exceed~~Agreement ~~3.00:1.00~~(other onthan a ~~pro~~covenant ~~forma~~restricting ~~basis,~~certain ~~subject~~restricted ~~to,~~payments ~~among~~(including ~~other~~dividends) ~~things,~~by the ~~receipt~~Company ofand ~~additional~~its ~~commitments~~subsidiaries ~~from~~during ~~existing~~the ~~and/or~~quarter ~~new~~ended ~~lenders.~~August ~~The~~2, ~~Amended~~2025, ~~Credit~~which ~~Agreement~~event ~~matures~~of ondefault ~~October~~was ~~31,~~subsequently ~~2027~~waived as discussed above).

The Second Amendment was accounted for as a debt modification, which resulted in a non-cash loss of $1.2 million in the nine months ended February 1, 2025 related to the partial write-off of unamortized debt issuance costs as a result of the reduction in the credit facility size. The non-cash loss was recognized in other expense, net in the Company’s condensed consolidated statement of operations. Additionally, the Company incurred debt issuance costs of approximately $1.8 million associated with the Second Amendment which were capitalized and, along with the current unamortized debt issuance costs, are being amortized to interest expense on a straight-line basis over remaining term of the Amended Credit Agreement.

Loans denominated in US dollars under the Amended Credit Agreement bear interest at either (a) an adjusted base rate or (b) an adjusted term Secured Overnight Financing Rate (“SOFR”) rate or term SOFR daily floating rate (in each case, as determined in accordance with the provisions of the Amended Credit Agreement in each case plus an applicable rate (the “Applicable Rate”) ranging between 0.375% and 1.75%, in the case of adjusted base rate loans, and between 1.375% and 2.75%, in the case of adjusted term SOFR rate loans and term SOFR daily floating rate loans. Loans denominated in euros will bear interest at the Euro Interbank Offered Rate plus an Applicable Rate ranging between 1.375% and 2.75%. The Applicable Rate is set based on the Company’s consolidated leverage ratio.

As of February 1, 2025, the outstanding balance under the revolving credit facility consisted of $285.0 million (€275.0 million) of euro-denominated borrowings and $45.0 million of US dollar denominated borrowings.

The weighted-average interest rate on outstanding US dollar and euro-denominated borrowings under the Amended Credit Agreement was approximately 7.4% and 5.7% as of February 1, 2025. The Amended Credit Agreement contains customary representations and warranties, financial covenants, restrictive covenants and events of default.

The Amended Credit Agreement contains various representations and warranties, financial covenants (including covenants requiring the Company to maintain compliance with a minimum consolidated interest coverage ratio and a maximum consolidated leverage ratio, in each case as of the end of each fiscal quarter), restrictive and other covenants, and events of default. The covenants in the Amended Credit Agreement include an “anti-cash hoarding” requirement, as discussed above. As of February 1, 2025, the Company was in compliance with all the covenants in the Amended Credit Agreement.

Other debt

One of the Company’s European subsidiaries has debt that consists of one note with a maturity in 2031. The weighted-average interest rate on this debt was approximately 1.8% as of ~~February~~August 12, 2025 and $0.2 million of the debt was classified as short-term.

Note 9. Shareholders’ Equity

~~Repurchases~~Share ofbuyback ~~Common Stock~~programs

On March 31, 2021, as subsequently amended on June 16, 2022, the Board of Directors authorized the purchase of up to $200.0 million of the Company’s outstanding common stock through June 14, 2024 (the “2021 Buyback Authorization”). On June 13, 2024, the Board of Directors approved a new share buyback authorization, commencing on June 17, 2024, for the purchase of up to $200.0 million of the Company’s outstanding common stock through June 17, 2026 (the “2024 Buyback Authorization”). Purchases may be made on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, or in private transactions.

~~The~~Prior ~~following~~to ~~table~~its ~~summarizes~~expiration, ~~activity~~a total of 3,553,961 shares were purchased under the 2021 Buyback Authorization: at a total cost of $134.6 million, including 136,000 shares purchased in the three months ended July 27, 2024 at a cost of $1.6 million. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied as a reduction to retained earnings. No further shares can be purchased under the 2021 Buyback Authorization. No shares have been purchased under the 2024 Buyback Authorization. As of August 2, 2025, the dollar value of shares that remained available to be purchased by the Company under the 2024 Buyback Authorization was $200.0 million.

	Three Months Ended				Nine Months Ended
	February 1, 2025		January 27, 2024		February 1, 2025		January 27, 2024
(in millions, except share and per share data)	(13 Weeks)		(13 Weeks)		(40 Weeks)		(39 Weeks)
Shares purchased		—		130,592		136,000		453,371
Average price per share	$	—	$	22.99	$	11.55	$	23.73
Total cost	$	—	$	3.0	$	1.6	$	10.8

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Prior to its expiration, a total of 3,553,961 shares were purchased under the 2021 Buyback Authorization at a total cost of $134.6 million. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied as a reduction to retained earnings. In the three and nine months ended February 1, 2025, there were zero and 136,000 shares purchased under the 2021 Buyback Authorization and no shares purchased under the 2024 Buyback Authorization. No further shares can be purchased under the 2021 Buyback Authorization. As of February 1, 2025, the dollar value of shares that remained available to be purchased by the Company under 2024 Buyback Authorization was $200.0 million.

Dividends

The Company paid dividends totaling $52.38 million and $45.91 million in the three months ended ~~February~~August 12, 2025 and ~~January~~July 27, 2024, respectively. ~~The Company paid dividends totaling $15.3 million and $15.0 million in the nine months ended February 1, 2025 and January 27, 2024, respectively.~~ Dividends paid in the three months ended ~~February~~August 12, 2025 ~~include $0.6 million of dividend equivalent payments for restricted stock units that vested. Dividends paid in the nine months ended February 1, 2025~~ and ~~January~~July 27, 2024, include $0.83 million and $0.42 million, respectively, of dividend equivalent payments for restricted stock units that vested.

Accumulated other comprehensive income (loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. A summary of changes in ~~AOCI~~AOCL, net of tax is shown below:

	Three Months Ended February 1, 2025 (13 Weeks)									Nine Months Ended February 1, 2025 (40 Weeks)
	Three Months Ended August 2, 2025 (13 Weeks)
(in millions)	Currency translation adjustments			Derivative instruments			Total			~~Currency translation adjustments~~			~~Derivative instruments~~			~~Total~~
Balance at beginning of period	$	(3428.92	)	$	(21.86	)	$	(3729.78	)	$	~~(36.5~~	)	$	~~(0.2~~	)	$	~~(36.7~~	)
Other comprehensive income (loss)		(13.3	)		2.7			(10.6	)		(12.5	)		(0.8	)		(13.3	)
Other comprehensive income		6.2			0.7			6.9
Tax (expense) benefit		(2.2	)		(0.7	)		(2.9	)		(1.4	)		0.2			(1.2	)
Tax benefit (expense)		0.1			(0.2	)		(0.1	)
Net other comprehensive income (loss)		(15.5	)		2.0			(13.5	)		(13.9	)		(0.6	)		(14.5	)
Net other comprehensive income		6.3			0.5			6.8
Balance at the end of period	$	(5021.49	)	$	(01.81	)	$	(5123.20	)	$	~~(50.4~~	)	$	~~(0.8~~	)	$	~~(51.2~~	)

	Three Months Ended January 27, 2024 (13 Weeks)									Nine Months Ended January 27, 2024 (39 Weeks)
	Three Months Ended July 27, 2024 (13 Weeks)
(in millions)	Currency translation adjustments			Derivative instruments			Total			~~Currency translation adjustments~~			~~Derivative instruments~~			~~Total~~
Balance at beginning of period	$	(4236.5	)	$	(0.42	)	$	(4236.97	)	$	~~(19.8~~	)	$	~~0.8~~		$	~~(19.0~~	)
Other comprehensive income (loss)		111.71			(2.82	)		8(1.91	)		~~(8.6~~	)		~~(4.3~~	)		~~(12.9~~	)
Tax benefit (expense)		2.0			0.8			2.8			(0.4	)		1.1			0.7
Tax benefit		1.0			0.5			1.5
Net other comprehensive income (loss)		132.71			(21.07	)		110.74			~~(9.0~~	)		~~(3.2~~	)		~~(12.2~~	)
Balance at the end of period	$	(2834.84	)	$	(21.49	)	$	(3136.23	)	$	~~(28.8~~	)	$	~~(2.4~~	)	$	~~(31.2~~	)

~~Stock-based compensation~~17

The Company has granted stock options, restricted stock awards (“RSAs”), performance units (“PUs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (“2022 Plan”), the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”), the Methode Electronics, Inc. 2010 Stock Plan (“2010 Plan”), and the Methode Electronics, Inc. 2004 Stock Plan (“2004 Plan”). The Company can no longer make grants under the 2014 Plan, 2010 Plan and 2004 Plan.

Subject to adjustment as provided in the 2022 Plan and the 2022 Plan’s share counting provisions, the number of shares of the Company's common stock that will be available for all awards under the 2022 Plan is 5,550,000, less an amount to reflect shares, options or other awards granted under prior plans after April 30, 2022. As of February 1, 2025, there were approximately 3.6 million shares available for award under the 2022 Plan.

Restricted stock awards and performance units

As of February 1, 2025, the Company had 710,349 RSAs outstanding which may be earned based on the achievement of an earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) measure for fiscal 2025. The RSAs will vest ranging from 0% (for performance below threshold) to 100% (target performance) based on the achievement of the EBITDA performance measure and continued employment. In addition, if the target performance is exceeded, up to an additional 355,175 PUs can be earned that will be settled in cash.

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The fair value of the RSAs was based on the closing stock price on the date of grant and the RSAs earn dividend equivalents during the vesting period, which are forfeitable if the RSAs do not vest. Compensation expense for the RSAs is recognized when it is probable the minimum threshold performance criteria will be achieved. Compensation expense for the PUs is recognized when it is probable that the target performance criteria will be exceeded. The Company assesses the probability of vesting at each balance sheet date and adjusts compensation costs based on the probability assessment. The cash-settled PUs represent a non-equity unit with a conversion value equal to the fair market value of a share of the Company’s common stock on the vesting date. The PUs are classified as liability awards due to the cash settlement feature and are re-measured at each balance sheet date. In accordance with ASC 718, “Compensation - Stock Compensation” based on projections of the Company’s current business portfolio, no compensation expense has been recognized for the RSAs or PUs to date, as the performance conditions are not probable of being met. Unrecognized stock-based compensation expense at target level of performance is $20.5 million as of February 1, 2025, which, subject to the performance conditions being met, will be recognized through fiscal 2025. The following table summarizes RSA activity:

	Restrictedstock awards			Weightedaverage grantdate fair value
Non-vested at April 27, 2024		789,674		$	28.81
Awarded		—		$	—
Vested		—		$	—
Forfeited		(79,325	)	$	28.28
Non-vested at February 1, 2025		710,349		$	28.87

The Company has granted restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (“2022 Plan” and the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”). The Company can no longer make grants under the 2014 Plan.

Subject to adjustment as provided in the 2022 Plan and the 2022 Plan’s share counting provisions, the number of shares of the Company's common stock that will be available for all awards under the 2022 Plan is 5,550,000, less an amount to reflect shares, options or other awards granted under prior plans after April 30, 2022. As of August 2, 2025, there were approximately 5.1 million shares available for award under the 2022 Plan.

Restricted stock awards

As of May 3, 2025, the Company had 710,349 RSAs outstanding which were subject to the achievement of an EBITDA measure for fiscal 2025. The EBITDA performance measure for fiscal 2025 was not met and the outstanding RSAs were cancelled in June 2025.

Performance stock units

In ~~the~~fiscal ~~nine months ended February 1,~~ 2025, the Company granted 208,661 PSUs which will vest upon the achievement of a total stockholder return (“TSR”) measure based on the growth in the Company’s stock price over a three-year performance period that ends April 30, 2027. The number of shares to be issued may range from 0% to a maximum of 200% of the PSUs granted. The Company estimated the grant date fair value of the PSUs using the Monte Carlo simulation model, as the TSR metric and changes in stock price are considered market conditions under ASC 718., ~~The~~“Compensation ~~following table provides a summary of the weighted~~-~~average~~ ~~assumptions~~Stock ~~for~~Compensation.” ~~the PSUs granted:~~

	Assumptions
Expected volatility		52.40	%
Risk free interest rate		4.07	%
Expected term (in years)		2.72
Grant date fair value	$	14.09

The PSUs earn dividend equivalents during the vesting periods, which are forfeitable if the PSUs do not vest. As of August 2, 2025, unrecognized share-based compensation expense for the PSUs was $2.0 million, which is expected to be recognized over a weighted average period of approximately 2.0 years. The following table summarizes PSU activity:

The PSUs earn dividend equivalents during the vesting periods, which are forfeitable if the PSUs do not vest. As of February 1, 2025, unrecognized share-based compensation expense for the PSUs was $2.5 million, which is expected to be recognized over a weighted average period of approximately three years. The following table summarizes PSU activity:


	Performance stock units		Weighted average grant date fair value
Non-vested at May 3, 2025		208,661	$	14.09
Awarded		—	$	—
Vested		—	$	—
Forfeited		—	$	—
Non-vested at August 2, 2025		208,661	$	14.09

	Performancestockunits		Weightedaverage grantdate fair value
Non-vested at April 27, 2024		—	$	—
Awarded		208,661	$	14.09
Vested		—	$	—
Forfeited		—	$	—
Non-vested at February 1, 2025		208,661	$	14.09

On August 8, 2025, the Company granted 795,195 PSUs to certain employees, including 328,520 PSUs granted to the Company’s Chief Executive Officer (“CEO”). The PSUs may be earned on the third anniversary of the grant date based on a cumulative three-year performance period relative to established goals for threshold and target performance. The performance measures are based on return on invested capital (“ROIC”) and annualized TSR, in each case through the end of the Company’s fiscal 2028, with 60% of the award allocated to the ROIC measure and 40% to TSR.

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Restricted stock units

RSUs granted vest over a pre-determined period of time, up to five years from the date of grant. The fair value of the RSUs granted are based on the closing stock price on the date of grant and earn dividend equivalents during the vesting periods, which are forfeitable if the RSUs do not vest. The following table summarizes RSU activity:

	Restrictedstockunits			Weightedaverage grantdate fair value
Non-vested at April 27, 2024		941,640		$	26.43
Non-vested at May 3, 2025		620,550		$	15.31
Awarded		~~326,244~~—		$	~~12.01~~—
Conversion of cash bonus to RSUs		160,401		$	12.87
Vested		(40,615	)	$	18.69
Vested		(396,744	)	$	28.29
Forfeited		(11,548	)	$	28.21
Forfeited		(183,930	)	$	22.73
Non-vested at August 2, 2025		568,387		$	14.81
Non-vested at February 1, 2025		847,611		$	18.25

InAs ~~the~~of ~~nine~~August ~~months ended February 1~~2, 2025, ~~160,401~~unrecognized ~~RSUs~~share-based ~~were~~compensation ~~awarded~~expense ~~in exchange~~ for ~~cash bonuses earned by certain employees. These~~ RSUs ~~vest on March 7, 2025. As the expense associated with the cash bonuses~~ was ~~previously recognized in fiscal 2024, there is no incremental expense to be recognized for the RSUs. The Company reclassified~~ $2.18 million ~~from~~which ~~accrued~~will ~~employee~~be ~~liabilities~~recognized toover ~~additional~~a ~~paid~~weighted-inaverage ~~capital~~amortization onperiod ~~its condensed consolidated balance sheets related to the conversion~~ of ~~the~~1.4 ~~cash bonuses to RSUs~~years.

Under the various stock plans, RSUs that have vested for certain executives, including Ronald L.G. Tsoumas, the Company’s former CFO, will not be delivered in common stock until the first day of the seventh month following the executive’s termination from the Company or upon a change of control. As of February 1, 2025, common stock to be delivered to these executives totaled 85,553 shares, of which 60,875 shares were delivered on February 4, 2025. The vested deferred RSUs are considered outstanding for earnings per share calculations. As of February 1, 2025, unrecognized share-based compensation expense for RSUs was $4.8 million which will be recognized over a weighted-average amortization period of 1.3 years.18

Director awards

The Company grants stock awards to its non-employee directors as a component of their compensation. The stock awards vest immediately upon grant. Non-employee directors may elect to defer receipt of their shares under the Company’s non-qualified deferred compensation plan. The following table summarizes awards granted to non-employee directors:

	Non-employee director awards			Deferred non-employee director awards			Total			Weightedaverage grantdate fair value
Outstanding at April 27, 2024		—			77,319			77,319		$	37.23
Awarded		56,680			90,725			147,405		$	9.92
Issued		(56,680	)		(23,756	)		(80,436	)	$	10.49
Outstanding at February 1, 2025		—			144,288			144,288		$	22.80

Stock options

The following table summarizes stock option activity:

	Stockoptions			Weighted average exercise price		Weighted-average life(years)		Aggregateintrinsic value(in millions)
Outstanding and exercisable at April 27, 2024		8,000		$	37.01		0.2	$	0.0
Exercised		—		$	—
Forfeited		(8,000	)	$	37.01
Outstanding and exercisable at February 1, 2025		—		$	—		0.0	$	0.0

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On August 8, 2025, the Company granted 839,125 RSUs to certain employees, including 328,520 RSUs granted to the Company’s CEO. The RSUs are subject to a three-year vesting period based on continued service, with 33%, 33% and 34% of each award vesting on each of the first three anniversaries of the grant date.

Non-employee director stock awards


	Non-employee director awards		Deferred non-employee director awards		Total		Weighted average grant date fair value
Outstanding at May 3, 2025		—		147,312		147,312	$	22.39
Awarded		—		1,629		1,629	$	6.33
Issued		—		—		—	$	—
Non-vested at August 2, 2025		—		148,941		148,941	$	22.21

Stock-based compensation expense

All stock-based awards to employees and non-employee directors are recognized in selling and administrative expenses on the condensed consolidated statements of operations. Awards subject to graded vesting are recognized using the accelerated recognition method over the requisite service period. The table below summarizes the stock-based compensation expense related to the equity awards:

	Three Months Ended					~~Nine Months Ended~~
	February 1, 2025		January 27, 2024			February 1, 2025		January 27, 2024
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)			~~(40 Weeks)~~		~~(39 Weeks)~~
RSUs	$	10.59	$	(20.17	)	$	~~3.5~~	$	~~0.2~~
PSUs		0.3		—			~~0.5~~		—
Deferred non-employee director awards		—		—0.9			~~0.9~~		~~1.0~~
Non-employee director awards		—		—0.6			~~0.6~~		~~0.6~~
Total stock-based compensation expense	$	1.82	$	(2.12	)	$	~~5.5~~	$	~~1.8~~

Note 10. Loss per Share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the applicable period, but excludes any contingently issued shares where the contingency has not been resolved. The weighted average number of common shares used in the diluted loss per share calculation is determined using the treasury stock method which includes the effect of all potential dilutive common shares outstanding during the period.

The following table sets forth the computation of basic and diluted loss per share:

	Three Months Ended						~~Nine Months Ended~~
	February 1, 2025			January 27, 2024			February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
	(13 Weeks)			(13 Weeks)			~~(40 Weeks)~~			~~(39 Weeks)~~
Numerator:
Net loss (in millions)	$	(10.3	)	$	(18.3	)
Net loss (in millions)	$	(14.4	)	$	(11.6	)	$	(34.3	)	$	(66.0	)
Basic weighted average shares outstanding		35,372,619			35,423,886
Denominator:
Dilutive effect of common stock equivalents		—			—
Denominator for basic loss per share - weighted average shares outstanding and vested/unissued restricted stock units		35,182,166			35,327,995			35,370,099			35,562,513
Diluted weighted average shares outstanding		35,372,619			35,423,886
Dilutive potential common shares		—			—			—			—
Loss per share:
Denominator for diluted loss per share		35,182,166			35,327,995			35,370,099			35,562,513
Basic	$	(0.29	)	$	(0.52	)
Loss per share:
Diluted	$	(0.29	)	$	(0.52	)
Basic	$	(0.41	)	$	(0.33	)	$	(0.97	)	$	(1.86	)
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		248,195			1,004,990
Diluted	$	(0.41	)	$	(0.33	)	$	(0.97	)	$	(1.86	)
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		1,303,187			1,319,577			1,176,069			1,463,996

In the three and nine months ended February 1, 2025 and January 27, 2024, all potential common shares issuable for PSUs and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive. The dilutive effect of potential common shares issuable for PSUs and RSUs on the weighted-average number of common shares outstanding would have been approximately 362,000 and 503,000 common shares for the three months ended February 1, 2025 and January 27, 2024, respectively. The dilutive effect of potential common shares issuable for PSUs and RSUs on the weighted-average number of common shares outstanding would have been approximately 221,000 and 560,000 common shares for the nine months ended February 1, 2025 and January 27, 2024, respectively.19

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In the three months ended August 2, 2025 and July 27, 2024, all potential common shares issuable for PSUs and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive. The dilutive effect of potential common shares issuable for PSUs and RSUs on the weighted-average number of common shares outstanding would have been approximately 170,000 and 69,046 common shares for the three months ended August 2, 2025 and July 27, 2024, respectively.

Note 11. Segment Information

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the Company’s President and Chief Executive Officer (“CEO”).

The Automotive segment supplies electronic and electro-mechanical devices and related products to automobile OEMs, either directly or through their tiered suppliers. Products include integrated overhead and center consoles, hidden and ergonomic switches, transmission lead-frames, insert molded components, LED-based lighting and sensors, which incorporate magneto-elastic sensing and other sensing technologies that monitor the operation or status of a component or system.

The Industrial segment manufactures exterior and interior lighting solutions, industrial safety radio remote controls, braided flexible cables, current-carrying laminated busbars and devices, custom power-product assemblies, such as our PowerRail® solution, high-current high-voltage flexible power cabling systems and powder-coated busbars that are used in various markets and applications, including aerospace, commercial vehicles, data centers, industrial equipment, power conversion, military, telecommunications and transportation.

The Interface segment provides a variety of high-speed digital communication over copper media solutions for the data center and broadband markets, and interface panel solutions for the appliance market. Solutions include copper transceivers, distribution point units, and solid-state field-effect consumer touch panels.

~~The~~Corporate ~~Medical~~and ~~segment~~intersegment ~~was~~eliminations ~~made~~do upnot ofmeet the ~~Company’s~~requirements ~~medical~~for ~~device~~being ~~business,~~classified ~~Dabir~~as ~~Surfaces,~~an ~~with~~operating ~~its surface support technology aimed at pressure injury prevention~~segment. InCorporate ~~the~~costs ~~first~~include ~~quarter~~various ofsupport ~~fiscal 2024~~functions, ~~the~~such ~~Company~~as ~~made~~accounting/finance, ~~the~~executive ~~decision to initiate the discontinuation of Dabir Surfaces. In the second quarter of fiscal 2024~~administration, ~~the~~human ~~Company sold certain assets of its Dabir Surfaces business. See Note 3~~resources, ~~“Disposition”~~information ~~for~~technology ~~more~~and ~~information~~legal.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1, “Description of Business and Summary of Significant Accounting Policies.” The CODM allocates resources to and evaluates the performance of each operating segment based on operating income. Operating income or loss is used to monitor budget versus actual results and year-over-year actual results to inform the decisions of how to allocate capital and resources within the Company. Transfers between segments are recorded using internal transfer prices set by the Company.

The tables below present information about the Company’s reportable segments:

	Three Months Ended February 1, 2025 (13 Weeks)
	Three Months Ended August 2, 2025 (13 Weeks)
(in millions)	Automotive			Industrial			Interface		~~Medical~~Eliminations/Corporate			~~Eliminations/Corporate~~Consolidated			~~Consolidated~~
Net sales	$	~~120~~110.19		$	~~119~~133.35		$	1210.39	$	—(14.8	)	$	~~(11~~240.85	)	$	~~239.9~~
Transfers between segments		(4.48	)		(710.40	)		—		—14.8			~~11.8~~—			—
Net sales to unaffiliated customers	$	~~115~~106.71		$	~~111~~123.95		$	1210.39	$	—		$	—240.5		$	~~239.9~~
Income (loss) from operations	$	(9.0	)	$	22.6		$	2.2	$	—		$	(18.0	)	$	(2.2	)
Cost of products sold		106.0			83.8			7.5		(0.3	)		197.0
Interest expense, net																5.5
Selling and administrative expenses		10.6			9.4			0.4		16.2			36.6
Other expense, net																0.5
Amortization of intangibles		2.0			3.8			—		—			5.8
Pre-tax loss															$	(8.2	)
Income (loss) from operations	$	(12.5	)	$	26.5		$	3.0	$	(15.9	)	$	1.1
Interest expense, net													5.9
Other expense, net													1.3
Pre-tax loss												$	(6.1	)

	Three Months Ended January 27, 2024 (13 Weeks)
(in millions)	Automotive			Industrial			Interface		Medical			Eliminations/Corporate			Consolidated
Net sales	$	142.4		$	117.1		$	12.7	$	—		$	(12.7	)	$	259.5
Transfers between segments		(2.7	)		(10.0	)		—		—			12.7			—
Net sales to unaffiliated customers	$	139.7		$	107.1		$	12.7	$	—		$	—		$	259.5
Income (loss) from operations	$	(11.0	)	$	18.9		$	1.5	$	(0.1	)	$	(12.3	)	$	(3.0	)
Interest expense, net																5.0
Other expense, net																2.5
Pre-tax loss															$	(10.5	)

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	Nine Months Ended February 1, 2025 (40 Weeks)
	Three Months Ended July 27, 2024 (13 Weeks)
(in millions)	Automotive			Industrial			Interface		~~Medical~~Eliminations/Corporate			~~Eliminations/Corporate~~Consolidated			~~Consolidated~~
Net sales	$	~~404~~136.97		$	~~375~~117.81		$	4012.2	$	—(7.5	)	$	~~(29~~258.95	)	$	~~791.0~~
Transfers between segments		(81.9	)		(215.06	)		—		—7.5			~~29.9~~—			—
Net sales to unaffiliated customers	$	~~396~~134.08		$	~~354~~111.85		$	4012.2	$	—		$	—258.5		$	~~791.0~~
Income (loss) from operations	$	(14.0	)	$	63.8		$	8.8	$	—		$	(58.9	)	$	(0.3	)
Cost of products sold		126.2			78.7			9.6		(0.6	)		213.9
Interest expense, net																16.5
Selling and administrative expenses		12.0			12.3			0.7		21.2			46.2
Other expense, net																2.9
Amortization of intangibles		2.3			3.6			—		—			5.9
Pre-tax loss															$	(19.7	)
Income (loss) from operations	$	(5.7	)	$	16.9		$	1.9	$	(20.6	)	$	(7.5	)
Interest expense, net													4.8
Other expense, net													0.8
Pre-tax loss												$	(13.1	)

	Nine Months Ended January 27, 2024 (39 Weeks)
(in millions)	August 2, 2025			May 3, 2025
(in millions)	Automotive			Industrial			Interface			Medical			Eliminations/Corporate			Consolidated
Identifiable assets:
Net sales	$	461.5		$	367.7		$	39.7		$	2.4		$	(34.1	)	$	837.2
Automotive	$	555.8		$	596.0
Transfers between segments		(9.2	)		(24.8	)		(0.1	)		—			34.1			—
Industrial		597.5			594.6
Net sales to unaffiliated customers	$	452.3		$	342.9		$	39.6		$	2.4		$	—		$	837.2
Interface		65.8			62.4
Income (loss) from operations	$	(75.3	)	$	68.8		$	5.4		$	(3.0	)	$	(46.4	)	$	(50.5	)
Eliminations/Corporate		72.2			52.8
Interest expense, net																	12.2
Total identifiable assets	$	1,291.3		$	1,305.8
Other income, net																	2.3
Pre-tax loss																$	(65.0	)
Goodwill impairment	$	56.5		$	—		$	—		$	—		$	—		$	56.5

(in millions)	February 1, 2025		April 27, 2024
Identifiable assets:
Automotive	$	592.9	$	592.7
Industrial		583.4		604.5
Interface		66.6		67.1
Medical		—		0.2
Eliminations/Corporate		61.7		139.0
Total identifiable assets	$	1,304.6	$	1,403.5

Note 12. Contingencies

Certain litigation arising in the normal course of business is pending against us. The Company is, from time-to-time, subject to various legal actions and claims incidental to our business, including those arising out of alleged defects, breach of contracts, employment-related matters, environmental matters and intellectual property matters. The Company has established loss provisions for matters in which losses are deemed probable and reasonably estimable. The Company considers insurance coverage and third-party indemnification, among other things, when determining required accruals for pending litigation and claims. Although the outcome of potential legal actions and claims cannot be predicted with certainty, it is the Company's opinion, based on the information available, that it has adequate reserves for these liabilities. However, the ultimate outcome of any matter could require payment in excess of any amount that the Company may have accrued.

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Hetronic Germany-GmbH Matters

For several years, Hetronic Germany-GmbH and Hydronic-Steuersysteme-GmbH (the “Fuchs companies”) served as our distributors for Germany, Austria and other central and eastern European countries pursuant to their respective intellectual property licenses and distribution and assembly agreements. The Company became aware that the Fuchs companies and their managing director, Albert Fuchs, had materially violated those agreements. As a result, the Company terminated all of its agreements with the Fuchs companies. On June 20, 2014, the Company filed a lawsuit against the Fuchs companies in the Federal District Court for the Western District of Oklahoma alleging material breaches of the distribution and assembly agreements and seeking damages, as well as various forms of injunctive relief. The defendants filed counterclaims alleging breach of contract, interference with business relations and business slander. On April 2, 2015, the Company amended its complaint against the Fuchs companies to add additional unfair competition and Lanham Act claims and to add additional affiliated parties.

A trial with respect to the matter began in February 2020. During the trial, the defendants dismissed their one remaining counterclaim with prejudice. On March 2, 2020, the jury returned a verdict in favor of the Company. The verdict included approximately $102 million in compensatory damages and $11 million in punitive damages. On April 22, 2020, the District Court entered a permanent injunction barring defendants from selling infringing products and ordering them to return Hetronic’s confidential information. Defendants appealed entry of the permanent injunction. On May 29, 2020, the District Court held defendants in contempt for violating the permanent injunction and entered the final judgment. Defendants appealed entry of the final monetary judgment as well. The appeal of the permanent injunction and the appeal of the final judgment were consolidated into a single appeal before the U.S. Court of Appeals for the Tenth Circuit. On August 24, 2021, the Tenth Circuit issued a decision affirming the lower court’s ruling with the exception that it instructed the District Court to modify the injunction from the entire world to all of the countries in which Hetronic sells its products. On April 20 and 21, 2022, the District Court held a hearing related to modifying the injunction pursuant to the Tenth Circuit’s opinion, and the parties have filed post-hearing briefs. The defendants also filed a petition for certiorari with the United States Supreme Court seeking to further appeal the extraterritorial application of the Lanham Act in this case. The Company opposed that petition. The Supreme Court requested the views of the Solicitor General on the petition for certiorari, and the Solicitor General recommended granting the petition. On November 4, 2022, the Supreme Court granted the petition. The Supreme Court heard arguments in this matter on March 21, 2023. On June 29, 2023, the Supreme Court vacated the Tenth Circuit’s August 2021 decision and remanded the matter back to the Tenth Circuit for further proceedings. On September 1, 2023, the Tenth Circuit requested supplemental briefing from the parties regarding the effect of the Supreme Court’s decision on the appeal and the proper course of further proceedings. That briefing was thereafter submitted, and the Tenth Circuit heard argument in this matter on January 24, 2024. On April 23, 2024, the Tenth Circuit issued an opinion affirming the District Court’s final judgment on the state law breach of contract and tort claims (this affirmed final judgment amount represents only approximately $22.5 million of the vacated original $113 million final judgment that had been entered in 2020) and remanding for further non-trial proceedings with respect to the appropriate remedies for the Lanham Act claims in light of the Supreme’s Court ruling that the Lanham Act does not apply extraterritorially. On August 5, 2024, the District Court entered an amended permanent injunction and amended final judgment. The amended permanent injunction limited the geographic reach of the permanent injunction barring defendants from selling infringing products so that it only applies in the United States and reaffirmed the court’s prior order requiring defendants to return Hetronic’s confidential information. The amended final judgment reaffirmed the final judgment of approximately $22.5 million plus interest for the state law breach of contract and tort claims and entered judgment in an amended amount of approximately $0.3 million plus interest for the infringing U.S. sales under the Lanham Act. The deadline for any appeals of the District Court’s orders was September 4, 2024 and no appeal of those orders was filed before that deadline.

The Company has not received payment of any portion of the judgment from the defendants. Like any judgment, particularly a judgment involving defendants outside of the United States, there is no guarantee that the Company will be able to collect all or any portion of the judgment. Furthermore, defendants Abitron Germany and Hetronic Germany filed for insolvency in German court in September and October 2023 respectively, and the Germany insolvency court then appointed a receiver. These insolvency proceedings could potentially adversely impact our ability to enforce or collect upon the judgment or portions of the judgment or otherwise pursue or enforce claims or rights against those defendants.

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Stockholder Litigation

On August 26, 2024, a putative class action lawsuit on behalf of purchasers of Company common stock between June 23, 2022 and March 6, 2024, inclusive, entitled Marie Salem v. Methode Electronics, Inc. et al. was filed in the U.S. District Court for the Northern District of Illinois against the Company, a former Chief Executive Officer, President and director of the Company and a former Chief Financial Officer of the Company. The complaint alleges, among other things, that the defendants made false and/or misleading statements relating to the Company’s business, operations and prospects, including in respect of the Company’s transition to production of more specialized components for manufacturers of electric vehicles and the Company’s operations at its facility in Monterrey, Mexico, in violation of Sections 10(b) and 20 of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint seeks, among other things, unspecified money damages along with equitable relief and costs and expenses, including counsel fees and expert fees. Another purported shareholder filed a substantially similar action in the U.S. District Court for the Northern District of Illinois on October 7, 2024 against the same defendants and a former Chief Operating Officer of the Company, in a case entitled City of Cape Coral Municipal General Employees Retirement Plan v. Methode Electronics, Inc., et al. The second securities class action was filed on behalf of a broader putative class of purchasers of Company common stock between December 2, 2021 and March 6, 2024. In addition, two purported shareholders filed derivative lawsuits on November 26, 2024 and February 4, 2025, respectively. The derivative lawsuits were filed on behalf of the Company in the U.S. District Court for the Northern District of Illinois against the current members of the Company’s Board of Directors, as well as certain former directors and executives, alleging that the defendants breached their fiduciary duties by allowing the Company to issue various statements that are alleged to have been false or misleading for the same reasons alleged in the securities class action complaints. The derivative lawsuits are entitled Ray Homsi v. Donald Duda, et al. and Kevin D. Murphy v. Mark D. Schwabero, et al. (collectively with the Salem and City of Cape Coral matters, the “Stockholder Actions”).

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The Company disagrees with and intends to vigorously defend against the Stockholder Actions. The Stockholder Actions could result in costs and losses to the Company, including potential costs associated with the indemnification of the other defendants. At this time, given the current status of the Stockholder Actions, the Company is unable to reasonably estimate an amount or range of reasonably possible loss, if any, that may result from the Stockholder Actions.

SEC Investigation

The Company received asubpoenas ~~subpoena~~ from the SEC dated November 1, 2024 and March 12, 2025 seeking documents and information relating to, among other things, the Company’s operations in certain foreign countries, certain financial and accounting matters relating thereto, compliance with the Foreign Corrupt Practices Act and other anti-corruption laws, ~~and~~ material weaknesses in the Company’s internal control over financial reporting previously reported in its public filings, deficiencies and significant deficiencies in the Company’s internal control over financial reporting, accounting and finance policies and procedures and other accounting and finance matters including new business bookings, certain financial metrics and performance indicators, performance relative to targets and guidance for certain periods, executive compensation policies and amounts, hotline tips and complaints, and terminations or resignations of company executives. The Company is cooperating with the SEC. The ~~subpoena~~subpoenas and related investigation or other future requests for information have resulted and could result in future costs to the Company, including the expenditure of financial and managerial resources. In addition, this request may lead to the assertion of claims or the commencement of legal proceedings against the Company, which in turn may lead to material fines, penalties or other liabilities. However, at this time, the Company is unable to reasonably estimate an amount or range of reasonably possible loss, if any, that may result from these matters.

Note 13. ~~Restructuring~~Related ~~and~~Party ~~Asset Impairment Charges~~Transactions

~~Restructuring~~The ~~and~~Company’s ~~asset~~former ~~impairment~~Interim ~~charges~~Chief ~~includes~~Financial ~~costs~~Officer, ~~related~~David Rawden, was a director of AlixPartners, LLP (“AlixPartners”), a business advisory firm that provided a number of consulting services to ~~restructuring~~the ~~actions~~Company. ~~taken~~The byCompany’s former Interim Chief Executive Officer, Kevin Nystrom, was a partner and managing director of AlixPartners. In the three months ended July 27, 2024, the Company asrecognized ~~well~~$3.5 asmillion ~~long-lived~~of ~~asset~~expense ~~impairments~~for consulting services provided by AlixPartners.

The Company continually monitors market factors and industry trends and takes restructuring actions to reduce overall costs and improve operational profitability as appropriate. Restructuring actions generally result in charges for employee termination benefits, plant closures, asset impairments and contract termination costs.22

Components of restructuring and asset impairment charges were as follows:

	Three Months Ended				Nine Months Ended
	February 1, 2025		January 27, 2024		February 1, 2025		January 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)		(40 Weeks)		(39 Weeks)
Employee termination benefits	$	—	$	—	$	0.3	$	0.7
Asset impairment charges		—		0.1		0.4		0.7
Total	$	—	$	0.1	$	0.7	$	1.4

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The table below presents restructuring and asset impairment charges by reportable segment.

	Three Months Ended				Nine Months Ended
	February 1, 2025		January 27, 2024		February 1, 2025		January 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)		(40 Weeks)		(39 Weeks)
Automotive	$	—	$	—	$	0.3	$	0.2
Industrial		—		0.1		0.1		0.1
Interface		—		—		—		—
Medical		—		—		—		1.1
Eliminations/Corporate		—		—		0.3		—
Total	$	—	$	0.1	$	0.7	$	1.4
Recognized in:
Cost of products sold	$	—	$	0.1	$	0.4	$	0.9
Selling and administrative expenses		—		—		0.3		0.5
	$	—	$	0.1	$	0.7	$	1.4

The Company’s restructuring liability was $0.0 million and $0.7 million as of February 1, 2025 and April 27, 2024, respectively. Estimates of restructuring costs are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring costs, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals. The Company may take additional restructuring actions in future periods based upon market conditions and industry trends.

Note 14. Related Party Transactions

The Company’s former Interim Chief Financial Officer, David Rawden, is a director of AlixPartners, LLP (“AlixPartners”), a business advisory firm that provided a number of consulting services to the Company. The Company’s former Interim Chief Executive Officer, Kevin Nystrom, is a partner and managing director of AlixPartners. In the three and nine months ended February 1, 2025, the Company recognized $0.9 million and $9.8 million, respectively, of expense for consulting services provided by AlixPartners. As of February 1, 2025, $0.4 million was payable to AlixPartners which was reflected in accounts payable on the condensed consolidated balance sheets. As of April 27, 2024, $1.4 million was payable to AlixPartners which was reflected in other accrued liabilities on the condensed consolidated balance sheets.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used herein, “we,” “us,” “our,” the “Company” or “Methode” means Methode Electronics, Inc. and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, our current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to our operations and business environment, which may cause our actual results to be materially different from any future results, express or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or our strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook,” ~~“upcoming,”~~ or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following:

•

International trade disputes resulting in tariffs and our ability to mitigate tariffs;

Dependence on the automotive, commercial vehicle, and construction industries;

•

Timing, quality and cost of new program launches;

•

Changes in electric vehicle (“EV”) demand;

•

Investment in programs prior to the recognition of revenue;

•

Failure to attract and retain qualified personnel;

Impact from production delays or cancelled orders;

•

Changes in global trade policies, including tariffs;

•

Failure to attract and retain qualified personnel;

•

Impact from inflation;

•

Dependence on the availability and price of materials;

•

Dependence on a small number of large customers~~, including one large automotive customer~~;

•

Dependence on our supply chain;

•

Risks related to conducting global operations;

•

Effects of potential catastrophic events or other business interruptions;

•

Ability to withstand pricing pressures, including price reductions;

•

Potential impact of securities class action, other litigation, and government investigations and inquiries;

Ability to compete effectively;

•

Our lengthy sales cycle;

•

Risks relating to our use of requirements contracts;

•

Potential work stoppages;

•

Ability to successfully benefit from acquisitions and divestitures;

•

Ability to manage our debt levels ~~and comply with restrictions and covenants under our credit agreement~~;

•

Ability to comply with restrictions and covenants under our credit agreement;

•

Interest rate changes and variable rate instruments;

•

Timing and magnitude of costs associated with restructuring activities;

•

Recognition of goodwill and other intangible asset impairment charges;

•

~~Ability~~Risks toassociated ~~remediate~~with ~~material weaknesses in our internal control over financial reporting~~inventory;

•

Ability to remediate a material weakness in our internal control over financial reporting;

•

Currency fluctuations;

•

Income tax rate fluctuations;

•

Judgments related to accounting for tax positions;

•

~~Ability~~Risks toassociated ~~withstand~~with ~~business~~litigation ~~interruptions~~and government inquiries;

•

~~Potential~~Risks ITassociated ~~security~~with ~~threats~~warranty ~~or breaches~~claims;

•

~~Ability~~Impact toof ~~protect~~changing ~~our~~government ~~intellectual property~~regulations;

•

~~Costs~~Changing ~~associated~~requirements ~~with~~by ~~environmental,~~stakeholders ~~health~~on ~~and~~environmental ~~safety~~or ~~regulations~~social matters;

•

~~Impact~~Effects ~~from~~of ~~climate~~IT ~~change~~disruptions ~~and~~or ~~related~~cybersecurity ~~regulations~~incidents; ~~and~~

•

Ability to ~~avoid~~innovate ~~design~~and orkeep ~~manufacturing~~pace ~~defects.~~with technological changes; and

•

~~Additional~~Ability details and factors are discussed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended April 27, 2024 and in Part II, Item 1A of this Quarterly Report. New risks and uncertainties arise from time to ~~time,~~protect and it is impossible for us to predict these events or how they may affect us. Any forward-looking statements made by us speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our ~~forward-looking~~intellectual ~~statements, whether as a result of new information, subsequent events or otherwise~~property.

27Additional details and factors are discussed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended May 3, 2025 and in Part II, Item 1A of this Quarterly Report. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Any forward-looking statements made by us speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

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Overview

We are a leading global supplier of custom engineered solutions with sales, engineering and manufacturing locations in North America, Europe, Middle East and Asia. We design, engineer and produce mechatronic products for Original Equipment Manufacturers (“OEMs”) utilizing our broad range of technologies for user interface, light-emitting diode (“LED”) lighting system, power distribution and sensor applications.

Our solutions are found in the end markets of transportation (including automotive, commercial vehicle, e-bike, aerospace, bus and rail), cloud computing infrastructure, construction equipment and consumer appliance.

Trade Policy/Tariffs

We are exposed to market risk with respect to duties currently assessed on raw materials, component parts and finished goods we import into the U.S. Since February 1, 2025 and up to March 4, 2025, the United States has announced and implemented various tariffs, including 25% tariffs on all products from Canada and Mexico, modifying the steel and aluminum tariffs that were imposed in 2018, and charging reciprocal tariffs against countries that tax or limit markets for U.S. goods.

The current situation is dynamic and we are continuing to assess the full implications of the newly announced tariffs. Given our sizable manufacturing operations in Mexico, China, Europe and Canada, should these enacted tariffs continue, raw materials and finished goods that we import will face higher prices, which could lead to reduced margins or increased prices that could cause decreased customer demand. We continue to monitor similar actions by other countries with which we do business. It is possible other countries may impose retaliatory tariffs on goods imported into their countries from the U.S. We will seek price increases from our customers to offset these incremental costs. If we are unable to obtain price increases, the impact of new or higher tariffs could have a material impact on our results of operations.

Macroeconomic Conditions

There is continued uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs, trade policies, government regulations, treaties and trade agreements. We are exposed to market risk with respect to increased and volatile duties assessed on raw materials (including copper, steel and aluminum), component parts (including semiconductors) and finished goods we import into the U.S. from our various manufacturing sites, including those in Mexico, China, Egypt, Europe and Canada. Should any of these tariffs expand, raw materials and finished goods that we import will face higher prices, which could lead to reduced margins or increased prices that could, in turn, cause decreased customer demand. To the extent that we are unable to obtain price increases or there is a significant decrease in customer demand, the impact of new or higher tariffs could have a material impact on our results of operations.

The global economy continues to experience volatile disruptions including to the commodity, labor and transportation markets, arising from a combination of geopolitical events and various economic and financial factors. These disruptions have affected our operations and may continue to affect our business, financial condition and results of operations. As a result of continued inflation, we have implemented measures to mitigate certain adverse effects of higher costs. However, we have been unable to fully mitigate or pass through the increases in our costs to our customers, which will likely continue in the future.

Our business in the future will be impacted by the broad trend of electrification. The adoption of EVs has been slower than anticipated, which may impact our financial condition and results of operations. In addition, there are various government policies, subsidies, and economic incentives designed to increase EV adoption in many jurisdictions. There is no guarantee these incentive programs will be available in the future.

Geopolitical Conditions

Russia’s invasion of Ukraine and the resulting economic sanctions imposed by the international community impacted the global economy and gave rise to potential global security issues that may adversely affect international business and economic conditions. Given our manufacturing operations in the Middle East and Asia, the continuation of the military conflict between Russia and Ukraine, the escalation or expansion of the Israel-Hamas war, or renewed terrorist attacks on Red Sea shipping, such as those by the Houthi, could lead to other supply chain disruptions, increased inflationary pressures, higher freight costs and volatility in global markets and industries that could negatively impact our operations. The full impact of the conflicts on our business operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the conflicts and their impact on regional and global economic conditions. We will continue to monitor the conflicts and assess the related restrictions and other effects on our employees, customers, suppliers and business.

Global Supply Chain Disruptions

Although we saw improvements in our supply chain in fiscal ~~2024~~2025, including easing of the worldwide semiconductor supply shortage, new supply chain disruptions may occur in the future. In addition, we have experienced, and may continue to experience, business interruptions, including customer shutdowns and increased material and logistics costs and labor shortages. Changes in government regulations in areas including, but not limited to, trade and tariff regulations as noted above, could also increase our costs. We continue to work closely with suppliers and customers to minimize the potential adverse impact from global supply chain disruptions. However, if we are not able to mitigate any direct or indirect supply chain disruptions, this may have a material adverse impact on our financial condition, results of operations and cash flows.

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Consolidated Results of Operations

WeThe ~~maintain~~table ~~our~~below ~~financial~~compares ~~records~~our onresults ~~the basis~~ of aoperations 52between ~~or 53-week fiscal year ending on~~ the ~~Saturday closest to April 30. Fiscal 2025 is a 53-week year and fiscal 2024 was a 52-week year. The~~ three months ended ~~February~~August 12, 2025 and ~~January 27, 2024 were 13-week periods, while~~ the ~~nine~~three months ended ~~February~~July ~~1, 2025 and January~~ 27, 2024~~, were 40 and 39-week periods, respectively. The following discussions of comparative results among periods should be reviewed in this context.~~:

The table below compares our results of operations between the three and nine months ended February 1, 2025 and the three and nine months ended January 27, 2024:


	Three Months Ended
	August 2, 2025			July 27, 2024
(in millions)	(13 Weeks)			(13 Weeks)
Net sales	$	240.5		$	258.5
Cost of products sold		197.0			213.9
Gross profit		43.5			44.6
Selling and administrative expenses		36.6			46.2
Amortization of intangibles		5.8			5.9
Interest expense, net		5.9			4.8
Other expense, net		1.3			0.8
Income tax expense		4.2			5.2
Net loss	$	(10.3	)	$	(18.3	)

	Three Months Ended						Nine Months Ended
	February 1, 2025			January 27, 2024			February 1, 2025			January 27, 2024
(in millions)	(13 Weeks)			(13 Weeks)			(40 Weeks)			(39 Weeks)
Net sales	$	239.9		$	259.5		$	791.0		$	837.2
Cost of products sold		198.6			222.5			647.2			693.9
Gross profit		41.3			37.0			143.8			143.3
Selling and administrative expenses		37.7			33.9			126.5			119.3
Goodwill impairment		—			—			—			56.5
Amortization of intangibles		5.8			6.1			17.6			18.0
Interest expense, net		5.5			5.0			16.5			12.2
Other expense, net		0.5			2.5			2.9			2.3
Income tax expense		6.2			1.1			14.6			1.0
Net loss	$	(14.4	)	$	(11.6	)	$	(34.3	)	$	(66.0	)

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Net sales

Net sales decreased $1918.60 million, or 7.60%, to $~~239~~240.95 million in the three months ended ~~February~~August 12, 2025, compared to $~~259~~258.5 million in the three months ended ~~January~~July 27, 2024. Foreign currency translation ~~decreased~~increased net sales by $37.34 million. Excluding foreign currency translation, net sales decreased $1625.34 million. The decrease was primarily due to lower sales volumes in the Automotive segment, partially offset by higher sales volumes in the Industrial segment.

Net sales decreased $46.2 million, or 5.5%, to $791.0 million in the nine months ended February 1, 2025, compared to $837.2 million in the nine months ended January 27, 2024. Foreign currency translation decreased net sales by $0.7 million. Excluding foreign currency translation, net sales decreased $45.5 million. The decrease was primarily due to lower sales volumes in the Automotive segment, partially offset by higher sales volumes in the Industrial segment.

Cost of products sold

Cost of products sold decreased $2316.9 million, or ~~10.~~7.9%, to $~~198~~197.60 million (8281.89% of net sales) in the three months ended ~~February~~August 12, 2025, compared to $~~222~~213.59 million (8582.7% of net sales) in the three months ended ~~January~~July 27, 2024. Foreign currency translation ~~decreased~~increased cost of products sold by $25.37 million. Excluding foreign currency translation, cost of products sold decreased $2122.6 million. The decrease was primarily due to lower material, freight and ~~freight~~operating costs as a result of lower sales volumes.

Cost of products sold decreased $46.7 million, or 6.7%, to $647.2 million (81.8% of net sales) in the nine months ended February 1, 2025, compared to $693.9 million (82.9% of net sales) in the nine months ended January 27, 2024. Foreign currency translation decreased cost of products sold by $0.3 million. Excluding foreign currency translation, cost of products sold decreased $46.4 million. The decrease was primarily due to lower material and freight costs as a result of a decrease in sales volumes, partially offset by higher salary and warranty expense. Restructuring and asset impairment charges included within cost of products sold were $0.4 million in the nine months ended February 1, 2025, compared to $0.9 million in the nine months ended January 27, 2024.

Gross profit margin

Gross profit margin was 1718.21% of net sales in the three months ended ~~February~~August 12, 2025, compared to 1417.3% of net sales in the three months ended ~~January~~July 27, 2024. ~~Gross~~The ~~profit~~increase ~~margin was 18.2% of net sales~~ in ~~the~~gross ~~nine~~profit ~~months~~margin ~~ended~~was ~~February~~primarily 1,a ~~2025,~~result ~~compared~~of toproduct ~~17.1%~~mix offrom ~~net~~higher sales in the ~~nine~~Industrial ~~months ended January 27, 2024~~segment.

The increase in gross profit margin in both periods was primarily a result of product mix from higher sales in the Industrial segment.

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Selling and administrative expenses

Selling and administrative expenses ~~increased~~decreased $39.86 million, or 1120.28%, to $3736.76 million (15.72% of net sales) in the three months ended ~~February~~August 12, 2025, compared to $3346.92 million (1317.19% of net sales) in the three months ended ~~January~~July 27, 2024. ~~Excluding~~Foreign ~~foreign~~ currency translation, increased selling and administrative expenses ~~increased~~by $40.16 million. ~~The~~Excluding ~~increase~~foreign ~~was~~currency ~~due~~translation, toselling ~~higher stock-based compensation expense~~ and ~~professional~~administrative ~~fees.~~expenses ~~Stock-based~~decreased ~~compensation expense was higher as the three months ended January 27, 2024 included a~~ $310.62 million. ~~expense~~The ~~reversal~~decrease was primarily due to ~~forfeitures~~lower inprofessional ~~that period. Professional~~ fees inand ~~the~~compensation ~~three months ended February 1, 2025 include $0~~expense.9 ~~million for consulting services provided by AlixPartners.~~

Selling and administrative expenses increased $7.2 million, or 6.0%, to $126.5 million (16.0% of net sales) in the nine months ended February 1, 2025, compared to $119.3 million (14.2% of net sales) in the nine months ended January 27, 2024. Excluding foreign currency translation, selling and administrative expenses increased $7.3 million. The increase was primarily due to higher professional fees and incentive compensation expense, partially offset by lower salary expense. Professional fees in the nine months ended February 1, 2025 include $9.8 million for consulting and interim executive services provided by AlixPartners.

Goodwill impairment

In the nine months ended January 27, 2024, we recognized a goodwill impairment of $56.5 million in the Automotive segment. For further information, see Note 6, “Goodwill and Other Intangible Assets” to the condensed consolidated financial statements included in this Quarterly Report.

Amortization of intangibles

Amortization of intangibles was $5.8 million in the three months ended ~~February~~August 12, 2025, compared to $65.19 million in the three months ended ~~January~~July 27, 2024. ~~Amortization of intangibles was $17.6 million in the nine months ended February 1, 2025, compared to $18.0 million in the nine months ended January 27, 2024.~~

Interest expense, net

Interest expense, net was $5.59 million in the three months ended ~~February~~August 12, 2025, compared to $54.08 million in the three months ended ~~January~~July 27, 2024. ~~Interest expense, net was $16.5 million in the nine months ended February 1, 2025, compared to $12.2 million in the nine months ended January 27, 2024.~~ The increase ~~in both periods~~ was due to a higher level of borrowings and increased interest rates under our credit facility.

Other expense, net

Other expense, net was $01.53 million in the three months ended ~~February~~August 12, 2025, compared to $20.58 million in the three months ended ~~January~~July 27, 2024. Net foreign exchange loss was $1.35 million in the three months ended ~~February~~August ~~1, 2025, compared to $~~2~~.8 million in the three months ended January 27~~, ~~2024. In the three months ended February 1,~~ 2025, ~~we received $0.8 million of international government assistance,~~ compared to $0.26 million in the three months ended ~~January~~July 27, 2024.

~~Other~~In ~~expense, net was $2.9 million in~~ the ~~nine~~three months ended ~~February~~August 12, 2025, ~~compared~~other ~~to $2.3 million in the nine months ended January 27, 2024. Other~~ expense, net inincluded ~~the nine months ended February 1, 2025 includes~~ a non-cash write-off of $10.26 million of unamortized debt issuance costs. ~~Net foreign exchange loss was $3.6 million in the nine months ended February 1, 2025,~~ compared to $21.2 million in the ~~nine~~three months ended ~~January~~July 27, 2024. InOther ~~the nine months ended February 1~~expense, ~~2025,~~net wealso ~~received~~includes $10.85 million of ~~international~~a ~~government~~net ~~assistance,~~gain ~~compared~~on tosale ~~$0.3~~of ~~million~~assets in the ~~nine~~three months ended ~~January~~August 272, ~~2024~~2025.

Income tax expense

Income tax expense was $64.2 million (-7568.69% effective tax rate) in the three months ended ~~February~~August 12, 2025, compared to $15.12 million (-1039.57% effective tax rate) in the three months ended ~~January~~July 27, 2024. Income tax expense was $14.6 million (-74.1% effective tax rate) in the nine months ended February 1, 2025, compared to $1.0 million (-1.5% effective tax rate) in the nine months ended January 27, 2024.

Net loss

Net loss was $1410.43 million in the three months ended ~~February~~August 12, 2025, compared to $1118.63 million in the three months ended ~~January~~July 27, 2024. ~~Net loss was $34.3 million in the nine months ended February 1, 2025, compared to $66.0 million in the nine months ended January 27, 2024.~~ The net loss was a result of the reasons described above.

3025

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Reportable Operating Segments

Automotive

	Three Months Ended						~~Nine Months Ended~~
	February 1, 2025			January 27, 2024			February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
($ in millions)	(13 Weeks)			(13 Weeks)			~~(40 Weeks)~~			~~(39 Weeks)~~
Net sales
North America	$	5136.86		$	5666.73		$	~~187.8~~		$	~~194.4~~
Europe, the Middle East & Africa ("EMEA")		5561.96			5259.03			~~181.7~~			~~153.9~~
Asia		87.09			319.02			~~26.5~~			~~104.0~~
Net sales		~~115~~106.71			~~139~~134.78			~~396.0~~			~~452.3~~
Gross profit	$	3.0.1		$	48.56		$	~~25.8~~		$	~~31.4~~
As a percent of net sales		20.61	%		36.24	%		~~6.5~~	%		~~6.9~~	%
Loss from operations	$	(912.05	)	$	(115.07	)	$	~~(14.0~~	)	$	~~(75.3~~	)
As a percent of net sales		(711.8	)%		(74.92	)%		~~(3.5~~	)%		~~(16.6~~	)%

Net sales

Automotive segment net sales decreased $2428.07 million, or 1721.23%, to $~~115~~106.71 million in the three months ended ~~February~~August 12, 2025, compared to $~~139~~134.78 million in the three months ended ~~January~~July 27, 2024. Excluding foreign currency translation, net sales decreased $2232.35 million.

Net sales in North America decreased $429.97 million to $5136.86 million in the three months ended ~~February~~August 12, 2025, compared to $5666.73 million in the three months ended ~~January~~July 27, 2024. The decrease was due to the roll-off of legacy programs, partially offset by new program launches. Net sales in EMEA increased $32.93 million to $5561.96 million in the three months ended ~~February~~August 12, 2025, compared to $5259.03 million in the three months ended ~~January~~July 27, 2024. Excluding foreign currency translation, net sales in EMEA ~~increased~~decreased $51.4 million due to ~~new program launches, partially offset by~~ lower sales volumes of sensor products. Net sales in Asia decreased $231.03 million to $87.09 million in the three months ended ~~February~~August 12, 2025, compared to $319.02 million in the three months ended ~~January~~July 27, 2024. Excluding foreign currency translation, net sales in Asia decreased $221.84 million primarily due to alower ~~program~~sales ~~roll-off.~~of products for EVs.

Automotive segment net sales decreased $56.3 million, or 12.4%, to $396.0 million in the nine months ended February 1, 2025, compared to $452.3 million in the nine months ended January 27, 2024. Excluding foreign currency translation, net sales decreased $55.8 million.

Net sales in North America decreased $6.6 million to $187.8 million in the nine months ended February 1, 2025, compared to $194.4 million in the nine months ended January 27, 2024. The decrease was due to the roll-off of legacy programs, partially offset by new program launches. Net sales in EMEA increased $27.8 million to $181.7 million in the nine months ended February 1, 2025, compared to $153.9 million in the nine months ended January 27, 2024. Excluding foreign currency translation, net sales in EMEA increased $28.2 million due to new program launches, partially offset by lower sales volumes of sensor products. Net sales in Asia decreased $77.5 million to $26.5 million in the nine months ended February 1, 2025, compared to $104.0 million in the nine months ended January 27, 2024. Excluding foreign currency translation, net sales in Asia decreased $77.4 million primarily due to a program roll-off.

Gross profit

Automotive segment gross profit decreased $18.5 million, or 3398.38%, to $3.0.1 million in the three months ended ~~February~~August 12, 2025, compared to $48.56 million in the three months ended ~~January~~July 27, 2024. Excluding foreign currency translation, gross profit decreased $18.19 million. Gross profit margins decreased to 20.61% in the three months ended ~~February~~August 12, 2025, compared to 36.24% in the three months ended ~~January~~July 27, 2024. The decrease in gross profit was primarily due to lower sales volumes in ~~Asia~~North America, partially offset by lower freight and warranty costs.

Automotive segment gross profit decreased $5.6 million, or 17.8%, to $25.8 million in the nine months ended February 1, 2025, compared to $31.4 million in the nine months ended January 27, 2024. Gross profit margins decreased to 6.5% in the nine months ended February 1, 2025, compared to 6.9% in the nine months ended January 27, 2024. The decrease in gross profit was due to lower sales volumes in Asia and higher salary and warranty expense, partially offset by lower freight costs.

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Loss from operations

Automotive segment loss from operations was $912.05 million in the three months ended ~~February~~August 12, 2025, compared to $115.07 million in the three months ended ~~January~~July 27, 2024. The ~~improvement~~higher loss from operations was due to lower ~~selling~~gross ~~and administrative expenses~~profit, partially offset by lower ~~gross~~selling ~~profit~~and administrative expenses. Selling and administrative expenses decreased primarily due to lower compensation expense.

Automotive segment loss from operations was $14.0 million in the nine months ended February 1, 2025, compared to $75.3 million in the nine months ended January 27, 2024. Loss from operations in the nine months ended January 27, 2024, included goodwill impairment of $56.5 million. Excluding goodwill impairment, loss from operations decreased $4.8 million. The improvement was due to lower selling and administrative expenses, partially offset by lower gross profit. Selling and administrative expenses decreased due to lower outbound freight, travel and entertainment expense, compensation expense and professional fees.

Industrial

	Three Months Ended						~~Nine Months Ended~~
	February 1, 2025			January 27, 2024			February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
($ in millions)	(13 Weeks)			(13 Weeks)			~~(40 Weeks)~~			~~(39 Weeks)~~
Net sales	$	~~111~~123.95		$	~~107~~111.15		$	~~354.8~~		$	~~342.9~~
Gross profit	$	3539.27		$	3032.38		$	~~106.0~~		$	~~103.8~~
As a percent of net sales		3132.51	%		2829.34	%		~~29.9~~	%		~~30.3~~	%
Income from operations	$	2226.65		$	1816.9		$	~~63.8~~		$	~~68.8~~
As a percent of net sales		2021.25	%		1715.62	%		~~18.0~~	%		~~20.1~~	%

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Net sales

Industrial segment net sales increased $412.80 million, or 410.58%, to $~~111~~123.95 million in the three months ended ~~February~~August 12, 2025, compared to $~~107~~111.15 million in the three months ended ~~January~~July 27, 2024. Excluding foreign currency translation, net sales increased $68.4 million.

~~Industrial~~The ~~segment~~increase ~~net~~was ~~sales~~due ~~increased~~to ~~$11.9~~higher ~~million,~~sales orvolumes ~~3.5%~~of power products, toincluding ~~$354.8~~for ~~million~~data incenters, ~~the~~and ~~nine~~lighting ~~months~~products ~~ended~~for ~~February~~off-road 1,equipment ~~2025~~markets, ~~compared~~partially tooffset ~~$342.9~~by ~~million~~lower insales ~~the~~volumes ~~nine~~for ~~months~~radio ~~ended~~remote ~~January~~control ~~27,~~devices ~~2024.~~and ~~Excluding~~lighting ~~foreign~~products ~~currency~~for ~~translation,~~commercial ~~net sales increased $12~~vehicles.1 ~~million.~~

The increase in both periods was due to higher sales volumes of power distribution products for data centers, partially offset by lower sales volumes for lighting products in the commercial vehicle and off-road equipment markets.

Gross profit

Industrial segment gross profit increased $46.9 million, or 1621.20%, to $3539.27 million in the three months ended ~~February~~August 12, 2025, compared to $3032.38 million in the three months ended ~~January~~July 27, 2024. Excluding foreign currency translation, gross profit increased $5.56 million. Gross profit margins increased to 3132.51% in the three months ended ~~February~~August 12, 2025, compared to 2829.34% in the three months ended ~~January~~July 27, 2024. Gross profit improved due to higher sales volumes and lower ~~operating~~freight ~~expenses~~costs.

Industrial segment gross profit increased $2.2 million, or 2.1%, to $106.0 million in the nine months ended February 1, 2025, compared to $103.8 million in the nine months ended January 27, 2024. Excluding foreign currency translation, gross profit increased $2.5 million. Gross profit improved due to higher sales volumes and lower operating expenses. Gross profit margins decreased to 29.9% in the nine months ended February 1, 2025, compared to 30.3% in the nine months ended January 27, 2024 due to product mix.

Income from operations

Industrial segment income from operations increased $39.76 million, or 1956.68%, to $2226.65 million in the three months ended ~~February~~August 12, 2025, compared to $1816.9 million in the three months ended ~~January~~July 27, 2024. Excluding foreign currency translation, income from operations increased $48.16 million. The increase was primarily due to higher gross profit, ~~partially~~and ~~offset~~lower ~~by higher~~ selling and administrative expenses. The ~~increase~~decrease in selling and administrative expenses was primarily due to ~~higher compensation expense, partially offset by~~ lower legal fees.

Industrial segment income from operations decreased $5.0 million, or 7.3%, to $63.8 million in the nine months ended February 1, 2025, compared to $68.8 million in the nine months ended January 27, 2024. Excluding foreign currency translation, income from operations decreased $4.9 million. The decrease was primarily due to higher selling and administrative expenses, partially offset by higher gross profit. The increase in selling and administrative expenses was primarily due to higher legal fees and compensation expense.

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Interface

	Three Months Ended						~~Nine Months Ended~~
	February 1, 2025			January 27, 2024			February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
($ in millions)	(13 Weeks)			(13 Weeks)			~~(40 Weeks)~~			~~(39 Weeks)~~
Net sales	$	1210.39		$	12.72		$	~~40.2~~		$	~~39.6~~
Gross profit	$	23.94		$	2.26		$	~~10.7~~		$	~~7.7~~
As a percent of net sales		2331.62	%		1721.3	%		~~26.6~~	%		~~19.4~~	%
Income from operations	$	23.20		$	1.59		$	~~8.8~~		$	~~5.4~~
As a percent of net sales		1727.95	%		1115.86	%		~~21.9~~	%		~~13.6~~	%

Net sales

Interface segment net sales decreased $01.43 million, or 310.17% to $1210.39 million in the three months ended ~~February~~August 12, 2025, compared to $12.72 million in the three months ended ~~January~~July 27, 2024. The decrease was primarily due to lower sales volumes of ~~transceivers~~touch panels for ~~servers~~appliances, partially offset by higher sales volumes for ~~touch~~transceivers ~~panels~~ for ~~appliances~~servers.

Interface segment net sales increased $0.6 million, or 1.5%, to $40.2 million in the nine months ended February 1, 2025, compared to $39.6 million in the nine months ended January 27, 2024. The increase was due to higher sales volumes of touch panels for appliances.

Gross profit

Interface segment gross profit increased $0.78 million, or 3130.8%, to $23.94 million in the three months ended ~~February~~August 12, 2025, compared to $2.26 million in the three months ended ~~January~~July 27, 2024. Gross profit margins increased to 2331.62% in the three months ended ~~February~~August 12, 2025, compared to 1721.3% in the three months ended ~~January~~July 27, 2024. The improvement was due to product mix.

Interface segment gross profit increased $3.0 million, or 39.0%, to $10.7 million in the nine months ended February 1, 2025, compared to $7.7 million in the nine months ended January 27, 2024. Gross profit margins increased to 26.6% in the nine months ended February 1, 2025, compared to 19.4% in the nine months ended January 27, 2024. The improvement was primarily due to higher sales volumes and product mix.

Income from operations

Interface segment income from operations increased $01.71 million, or 4657.79%, to $23.20 million in the three months ended ~~February~~August 12, 2025, compared to $1.59 million in the three months ended ~~January~~July 27, 2024. The increase was primarily due to higher gross profit and lower selling and administrative expenses.

~~Interface segment income from operations increased $3.4 million, or 63.0%, to $8.8 million in the nine months ended February 1, 2025, compared to $5.4 million in the nine months ended January~~ 27~~, 2024.~~

The increase in both periods was primarily due to higher gross profit and slightly lower selling and administrative expenses.

Medical

	Three Months Ended					Nine Months Ended
	February 1, 2025		January 27, 2024			February 1, 2025		January 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)			(40 Weeks)		(39 Weeks)
Net sales	$	—	$	—		$	—	$	2.4
Gross profit	$	—	$	(0.1	)	$	—	$	(0.2	)
Loss from operations	$	—	$	(0.1	)	$	—	$	(3.0	)

In the first quarter of fiscal 2024, we made the decision to initiate the discontinuation of the Dabir business (which accounts for all of the Medical segment's financial results). Towards the end of the second quarter of fiscal 2024, we sold certain assets of the Dabir business and have now exited this business, which accounts for the variances in the table above.

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Financial Condition, Liquidity and Capital Resources

Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements, as well as to fund debt service requirements, dividends and stock repurchases. Our primary sources of liquidity are cash flows from operations, existing cash balances and borrowings under our senior secured credit agreement. We believe our liquidity position will be sufficient to fund our existing operations and current commitments for at least the next twelve months. However, if economic conditions remain impacted for longer than we expect due to supply chain disruptions, inflationary pressure or other geopolitical risks, or if we are unable to maintain compliance with our debt covenants, our liquidity position could be severely impacted.

As of ~~February~~August 12, 2025, we had $~~103~~121.81 million of cash and cash equivalents, of which $7176.41 million was held in subsidiaries outside the U.S. Cash held by these subsidiaries is used to fund operational activities and can be repatriated, primarily through the payment of dividends and the repayment of intercompany loans, without creating material additional income tax expense.

Repurchases of Common Stock

On ~~March 31, 2021, as subsequently amended on~~ June ~~16, 2022, the Board of Directors authorized the purchase of up to $200.0 million of our outstanding common stock through June 14, 2024 (the “2021 Buyback Authorization”). On June~~ 13, 2024, the Board of Directors approved a new share buyback authorization, commencing on June 17, 2024, for the purchase of up to $200.0 million of our outstanding common stock through June 17, 2026 (the “2024 Buyback Authorization”). Purchases may be made on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, or in private transactions. ~~Prior to its expiration, a total of 3,553,961 shares were purchased under the 2021 Buyback Authorization at a total cost of $134.6 million.~~ No ~~further~~ shares ~~can~~have bebeen purchased under the ~~2021 Buyback Authorization. In the three and nine months ended February 1, 2025, zero and 136,000 shares were purchased under the 2021 Buyback Authorization and no shares were purchased under the~~ 2024 Buyback Authorization. As of ~~February~~August 12, 2025, the dollar value of shares that remained available to be purchased under 2024 Buyback Authorization was $200.0 million.

Amended Credit Agreement

On October 31, 2022, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Lenders and other parties named therein. On March 6, 2024, we entered into a First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) and on July 9, 2024, we entered into a Second Amendment to Second Amended and Restated Credit Agreement and First Amendment to Second Amended and Restated Guaranty (the “Second Amendment”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and other parties thereto. On July 7, 2025, we entered into a Third Amendment to Second Amended and Restated Credit Agreement (the “Third Amendment”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and other parties thereto.

Among other things, the ~~Second~~Third Amendment (i) reduced the revolving credit commitments ~~under the Credit Agreement~~ from $~~750~~500 million to $~~500~~400 million, (ii) ~~granted~~eliminated aour ~~security~~option ~~interest~~to inincrease ~~substantially all of~~ the ~~personal~~revolving ~~property~~credit ofcommitments ~~the Company~~ and/or ~~our~~add ~~U.S.~~one ~~subsidiaries~~or ~~that~~more ~~are~~tranches ~~guarantors,~~of ~~including~~term ~~100%~~loans ofunder the ~~equity~~credit ~~interests~~facility offrom ~~their~~time ~~respective~~to ~~U.S.~~time ~~subsidiaries~~subject ~~and~~to ~~65%~~certain oflimitations ~~the~~and ~~equity~~conditions ~~interests~~including approval of ~~their~~certain ~~respective~~lenders, ~~foreign~~(iii) ~~subsidiaries~~amended ~~(or~~the ~~such~~consolidated ~~greater~~interest ~~amount~~coverage toratio covenant for the ~~extent~~quarters ~~such~~ending ~~pledge~~August ~~could~~2, ~~not~~2025, ~~reasonably~~November ~~cause~~1, ~~adverse~~2025, ~~tax~~January ~~consequences)~~31, ~~(iii)~~2026 ~~amended~~and ~~the~~May ~~consolidated~~2, ~~interest~~2026 ~~coverage~~to ~~ratio~~relax that covenant ~~for~~to ~~each~~some ~~quarter~~extent infor ~~fiscal~~each ~~year~~of ~~2025~~those quarters, (iv) amended the consolidated leverage ratio covenant for the ~~quarter~~quarters ending ~~July~~August 272, ~~2024~~2025, November 1, 2025, January 31, 2026, May 2, 2026 and August 1, 2026 to relax that covenant to some extent for each ~~subsequent~~of ~~fiscal~~those ~~quarter~~quarters, (v) amended ~~certain~~the ~~interest~~definition ~~rate~~of ~~provisions~~“Consolidated EBITDA,” ~~(vi)~~to ~~added~~include aan ~~requirement~~add toback ~~provide~~for ~~monthly~~a ~~financial~~portion ~~statements~~of to the ~~lenders~~inventory ~~through~~write-down taken in the ~~period~~fourth ~~ending~~quarter ~~July~~of ~~25,~~fiscal 2025, (~~vii~~vi) ~~decreased~~increased the ~~general~~interest ~~basket~~rate ~~exceptions~~during tothe ~~certain~~period ~~covenants~~from ~~restricting~~July ~~certain~~7, ~~Company~~2025 ~~investments,~~to ~~liens~~the ~~and~~date ~~indebtedness~~that ~~for~~financial ~~specified~~statements ~~periods~~and ofa ~~time,~~compliance ~~(viii)~~certificate ~~increased,~~are delivered for the fiscal ~~year~~quarter ~~2025~~ending October 31, 2026 (such period, the ~~general~~“Third ~~basket~~Amendment ~~exception~~Period”), to(vii) achanged ~~covenant~~the ~~restricting~~commitment ~~certain~~fee ~~Company~~payment ~~dispositions~~during ofthe ~~property~~Third Amendment Period, (ixviii) ~~added~~extended, anthrough ~~“anti-cash~~the ~~hoarding”~~maturity ~~requirement~~date, ~~applicable~~the ~~during~~requirement ~~the~~to ~~period~~provide ~~from~~monthly financial statements to the ~~effective~~lenders, ~~date~~(ix) ofrestricted or decreased, during the ~~Second~~Third Amendment ~~until~~Period, the ~~earlier~~amount of certain exceptions to ~~occur~~covenants ofrestricting ~~(a)~~liens ~~the~~on, ~~delivery~~investments by and indebtedness of ~~financial~~the ~~statements~~Company and aits ~~compliance~~subsidiaries, ~~certificate~~(x) ~~for~~limited ~~the~~to $2.5 million, in any fiscal quarter ~~ending~~during ~~July~~the 25Third Amendment Period, ~~2025~~the ~~and~~general basket exception to a covenant restricting certain restricted payments (bincluding dividends) by the ~~delivery~~Company ofand ~~compliance~~its ~~certificates~~subsidiaries, ~~for~~while ~~two~~allowing ~~consecutive~~under ~~fiscal~~that ~~quarters~~general ~~demonstrating~~basket ~~that~~exceptions ~~our~~up ~~consolidated~~to ~~leverage~~an ~~ratio~~aggregate asof $25 million of ~~the~~restricted ~~last~~payments ~~day~~during ofany ~~such~~other ~~fiscal~~period, ~~quarters~~(xi) ~~was~~extended, ~~less~~through ~~than~~the ~~3.00:1.00~~maturity date, an “anti-cash hoarding” requirement contained in the Second Amendment such that that if we have cash on hand in the U.S. (subject to certain exceptions) of more than $65 million for 10 consecutive business days, we shall prepay the indebtedness under the credit facility by the amount of such excess, and (xxii) ~~made~~eliminated, ~~certain~~during ~~other~~the ~~changes~~Third toAmendment Period, the investment, restricted payment and indebtedness baskets. ~~The~~that ~~Credit~~had ~~Agreement,~~allowed asfor ~~amended~~unlimited byinvestments, ~~the~~restricted ~~First~~payments ~~Amendment~~ and ~~the~~indebtedness, ~~Second~~as ~~Amendment~~applicable, isso ~~referred~~long toas ~~herein~~(among asother ~~the~~requirements) ~~“Amended~~we ~~Credit~~met ~~Agreement.”~~certain pro forma consolidated leverage ratio tests.

The Amended Credit Agreement provides for a secured multicurrency revolving credit facility of $500 million. In addition, the Amended Credit Agreement permits us to increase the revolving commitments and/or add one or more tranches of term loans under the Amended Credit Agreement from time to time by up to an amount equal to (i) $250 million plus (ii) an additional amount so long as the consolidated leverage ratio would not exceed 3.00:1.00 on a pro forma basis, subject to, among other things, the receipt of additional commitments from existing and/or new lenders. The Amended Credit Agreement matures on October 31, 2027.28

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As of ~~February~~August 12, 2025, ~~the~~we ~~outstanding~~were ~~balance~~not ~~under~~in ~~the~~compliance ~~revolving~~with ~~credit~~a ~~facility~~covenant ~~consisted~~restricting ofcertain ~~$285.0~~restricted ~~million~~payments (~~€275.0~~including ~~million~~dividends) ofby ~~euro-denominated~~us ~~borrowings~~ and ~~$45.0~~our ~~million~~subsidiaries ofcontained USin ~~denominated~~the ~~borrowings.~~Credit ~~The~~Agreement ~~Amended~~(as ~~Credit~~amended ~~Agreement~~by ~~contains~~the ~~various~~First ~~representations~~Amendment, the Second Amendment and ~~warranties~~the Third Amendment) for the quarter ended August 2, ~~financial~~2025. ~~covenants~~On ~~(including~~September ~~covenants~~8, ~~requiring~~2025, uswe toentered ~~maintain~~into ~~compliance~~a Waiver Letter (the “Waiver Letter”) with aBank ~~minimum~~of ~~consolidated~~America, ~~interest~~N.A., ~~coverage~~as ~~ratio~~Administrative Agent, and athe ~~maximum~~other ~~consolidated~~Lenders ~~leverage~~party ~~ratio~~thereto. Among other things, inthe ~~each~~Waiver ~~case~~Letter as(i) acknowledged that an event of default under the ~~end~~Credit ofAgreement ~~each~~(as ~~fiscal~~amended ~~quarter)~~by the First Amendment, ~~restrictive~~the Second Amendment and ~~other~~the ~~covenants,~~Third ~~and~~Amendment) ~~events~~occurred as the result of ~~default~~us making approximately $2.8 ~~The~~million ~~covenants~~of restricted payments during the quarter ended August 2, 2025, which was in excess of the ~~Amended~~$2.5 ~~Credit~~million ~~Agreement~~general ~~include~~basket anexception ~~“anti-cash~~to ~~hoarding”~~a ~~requirement~~covenant restricting certain restricted payments (including dividends) by us and our subsidiaries during the quarter ended August 2, as2025, ~~discussed~~(ii) ~~above.~~reduced, Asfor ofthe ~~February~~quarter ending November 1, 2025, wethe ~~were~~general inbasket ~~compliance~~exception ~~with~~to ~~all~~a ~~the~~covenant ~~covenants~~restricting incertain restricted payments (including dividends) by us and our subsidiaries by the ~~Amended~~amount ~~Credit~~of ~~Agreement.~~excess ~~For~~restricted ~~further~~payments ~~information,~~made ~~see~~during ~~Note~~the 8quarter ended August 2, ~~“Debt”~~2025 (which change reduced such basket exception from $2.5 million to approximately $2.2 million for the ~~condensed~~quarter ~~consolidated~~ending ~~financial~~November ~~statements~~1, ~~included~~2025), inand ~~this~~(iii) ~~Quarterly~~waived ~~Report~~the acknowledged event of default.

~~Although~~The weCredit ~~currently anticipate~~Agreement, ~~based~~as onamended ~~our~~by ~~current~~the ~~projections~~First ~~and analyses~~Amendment, ~~that we will be in compliance with~~ the ~~financial~~Second ~~covenants~~Amendment, ~~contained in~~ the ~~Amended~~Third ~~Credit~~Amendment ~~Agreement, no assurance can be given that we will be~~ and ~~remain in compliance with such covenants in~~ the ~~future.~~Waiver ~~Factors that could increase our risk of future non-compliance include those identified in Part I – Item 1A~~Letter, ~~“Risk~~is ~~Factors”~~referred ofto ~~our~~herein ~~Annual Report on Form 10-K for the year ended April 27, 2024,~~ as ~~supplemented by subsequent filings with~~ the ~~Securities and Exchange Commission, including under Part II – Item 1A,~~ “~~Risk~~Amended ~~Factors”~~Credit ~~of this Quarterly Report~~Agreement.”

The Amended Credit Agreement provides for a secured multicurrency revolving credit facility of $400 million. The Amended Credit Agreement matures on October 31, 2027.

As of August 2, 2025, the outstanding balance under the revolving credit facility consisted of $295.8 million (€255.3 million) of euro-denominated borrowings and $30.0 million of U.S. denominated borrowings. The Amended Credit Agreement contains various representations and warranties, financial covenants (including covenants requiring us to maintain compliance with a minimum consolidated interest coverage ratio and a maximum consolidated leverage ratio, in each case as of the end of each fiscal quarter), restrictive and other covenants, and events of default. The covenants in the Amended Credit Agreement include an “anti-cash hoarding” requirement, as discussed above. As of August 2, 2025, we were in compliance with all the covenants in the Amended Credit Agreement (other than a covenant restricting certain restricted payments (including dividends) by the Company and its
subsidiaries during the quarter ended August 2, 2025, which event of default was subsequently waived as discussed above). For further information, see Note 8, “Debt” to the condensed consolidated financial statements included in this Quarterly Report.

Although we currently anticipate, based on our current projections and analyses, that we will be in compliance with the financial covenants contained in the Amended Credit Agreement, no assurance can be given that we will be and remain in compliance with such covenants in the future. Factors that could increase our risk of future non-compliance include those identified in Part I – Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended May 3, 2025, as supplemented by subsequent filings with the Securities and Exchange Commission, including under Part II – Item 1A, “Risk Factors” of this Quarterly Report.

Cash Flows

	Nine Months Ended
	Three Months Ended
(in millions)	February 1, 2025			January 27, 2024
	August 2, 2025			July 27, 2024
(in millions)	(13 Weeks)			(13 Weeks)
Operating activities:
Net loss	$	(3410.3	)	$	(6618.03	)
Non-cash items		5117.07			9919.28
Changes in operating assets and liabilities		~~(25~~17.7	)		~~(10~~9.64	)
Net cash (used in) provided by operating activities		(9.0	)		22.6
Net cash provided by operating activities		25.1			10.9
Net cash used in investing activities		(265.78	)		(3913.06	)
Net cash used in financing activities		(164.65	)		(1548.02	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		(52.47	)		(20.7	)
Decrease in cash and cash equivalents		(57.7	)		(34.1	)
Increase (decrease) in cash and cash equivalents		17.5			(50.2	)
Cash and cash equivalents at beginning of the period		~~161~~103.56			~~157~~161.05
Cash and cash equivalents at end of the period	$	~~103~~121.81		$	~~122~~111.93

Operating activities

Net cash ~~used~~provided inby operating activities was $925.01 million in the ~~nine~~three months ended ~~February~~August 12, 2025, compared to ~~net cash provided by operating activities of~~ $2210.69 million in the ~~nine~~three months ended ~~January~~July 27, 2024. The ~~decrease~~increase was due to a lower net loss adjusted for non-cash items and higher cash ~~outflows~~inflows from operating assets and liabilities. The $2517.7 million of cash ~~outflows~~inflows for operating assets and liabilities in the ~~nine~~three months ended ~~February~~August 12, 2025 was primarily due to ~~higher~~lower ~~inventory~~accounts ~~and~~receivable, ~~lower~~prepaid ~~accounts~~expenses ~~payable~~and other assets, partially offset by lower accounts ~~receivable~~payable and other liabilities.

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Investing activities

Net cash used in investing activities was $265.78 million in the ~~nine~~three months ended ~~February~~August 12, 2025, compared to $3913.06 million in the ~~nine~~three months ended ~~January~~July 27, 2024. Capital expenditures were $327.51 million in the ~~nine~~three months ended ~~February~~August 12, 2025, compared to $4113.16 million in the ~~nine~~three months ended ~~January~~July 27, 2024. In the ~~nine~~three months ended ~~February~~August 12, 2025, we received proceeds of $21.73 million from the sale of ~~assets~~property, ~~compared~~plant toand $1equipment.5 million in the nine months ended January 27, 2024. In the nine months ended February 1, 2025, we received proceeds of $3.1 million from the settlement of a net investment hedge as compared to $0.6 million in the nine months ended January 27, 2024.

Financing activities

Net cash used in financing activities was $164.65 million in the ~~nine~~three months ended ~~February~~August 12, 2025, compared to $1548.02 million in the ~~nine~~three months ended ~~January~~July 27, 2024. We paid cash dividends of $152.38 million in the ~~nine~~three months ended ~~February~~August 12, 2025, compared to $155.01 million in the ~~nine~~three months ended ~~January~~July 27, 2024. Dividends paid in the three months ended August 2, 2025 and July 27, 2024, include $0.3 million and $0.2 million, respectively, of dividend equivalent payments for restricted stock units that vested. In the ~~nine~~three months ended ~~February~~August 12, 2025, we had net proceeds from borrowings of $50.84 million, compared to net ~~proceeds~~repayments ~~from~~of borrowings of $2539.71 million in the ~~nine~~three months ended ~~January~~July 27, 2024. In the ~~nine~~three months ended ~~February~~August 12, 2025, we paid $1.86 million of debt issuance costs associated with the ~~Second~~Third Amendment~~. In the nine months ended February 1~~, ~~2025,~~compared weto ~~used~~ $1.68 million of ~~cash~~debt ~~for~~issuance ~~the~~costs ~~purchase~~associated ofwith ~~shares under~~ the ~~2021~~Second ~~Buyback~~Amendment ~~Authorization, compared to $10.8 million~~ in the ~~nine~~three months ended ~~January~~July 27, 2024. In the ~~nine~~three months ended ~~January~~July 27, 2024, we ~~paid~~used $101.96 million of cash for the purchase of ~~redeemable~~shares ~~noncontrolling~~under ~~interests~~the ~~related~~2021 toBuyback ~~Nordic Lights~~Authorization.

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Recent Accounting Pronouncements

See Note 1, “Description of Business and Summary of Significant Accounting Policies” to the condensed consolidated financial statements included in Item 1.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined under SEC rules.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks from foreign currency exchange, interest rates, and commodity prices, which could affect our operating results, financial position and cash flows. We manage a portion of these risks through use of derivative financial instruments in accordance with our policies. We do not enter into derivative financial instruments for speculative or trading purposes.

There has been no significant change in our exposure to market risk during the ~~nine~~three months ended ~~February~~August 12, 2025. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in our Annual Report on Form 10-K for the year ended ~~April~~May 273, ~~2024~~2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, we performed an evaluation under the supervision and with the participation of the Company’s management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Our disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s applicable rules and forms. As a result of this evaluation, our CEO and CFO concluded that, ~~our disclosure controls and procedures were not effective~~ as of ~~February~~the 1,end ~~2025~~of ~~due to~~ the ~~material~~period ~~weaknesses~~covered ~~that~~by ~~were~~this ~~previously~~Quarterly ~~reported~~Report, in our ~~Annual~~disclosure ~~Report~~controls onand ~~Form~~procedures ~~10-K~~were ~~for the year ended April 27, 2024~~effective.

Notwithstanding the ineffectiveness of our disclosure controls and procedures due to the material weaknesses in our internal control over financial reporting, we believe there are no material inaccuracies or omissions of material fact in this Quarterly Report, and, to the best of our knowledge, we believe that the condensed consolidated financial statements in this Quarterly Report fairly present in all material aspects our financial condition, results of operations and cash flows in conformity with GAAP.

Previously Disclosed Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended April 27, 2024, our management concluded that our internal controls over financial reporting were not effective due to a material weakness associated with ineffective information technology general controls (ITGCs) over one of its information technology (IT) systems that is relevant to the preparation of the financial information at a substantial portion of the Company’s subsidiaries throughout the year ended April 27, 2024, which resulted in ineffective business process controls (automated and IT-dependent manual controls) that could result in misstatements potentially impacting significant financial statement accounts and disclosures. Specifically, management did not design and execute program change management controls to provide reasonable assurance that IT program changes affecting financial applications are authorized, tested, and implemented appropriately. As a result, business process controls (automated and IT-dependent manual controls) that are reliant on the affected ITGCs, or that use data produced from the affected systems, were deemed ineffective at April 27, 2024.

Management also identified a material weakness associated with ineffective controls over its impairment analyses for goodwill. Specifically, management did not retain sufficient contemporaneous documentation to demonstrate the operation of sufficiently precise review controls over certain significant assumptions used in the determination of fair value of its reporting units.

Management also identified a material weakness associated with ineffective controls related to the application of GAAP to non-routine events and conditions. Specifically, we did not design and maintain controls to properly evaluate all of the events and conditions relevant to the Company’s going concern evaluation, including the assessment and disclosure of management’s plans in accordance with GAAP.

We are committed to maintaining a strong internal control environment. We and our Board of Directors treat the controls surrounding, and the integrity of, our financial statements with the utmost priority. Management is committed to the planning and implementation of remediation efforts to address control deficiencies and any other identified areas of risk. These remediation efforts are intended to both address the identified material weaknesses and to enhance our overall financial control environment.

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Our remediation efforts include, among other items, (1) enhancing the design and operating effectiveness of internal controls over IT change management, review of significant assumptions used in goodwill impairment analyses, and the application of GAAP to non-routine events and conditions; and (2) developing and deploying additional training programs around the operation and importance of these controls.

As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to strengthen controls or to modify the remediation plan described above. When fully implemented and operational, we believe the controls we have designed or plan to design will remediate the control deficiencies that led to the material weaknesses we have identified and strengthen our internal controls over financial reporting. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

~~Except~~There ~~as described above, there~~ have been no changes in our internal control over financial reporting during the three months ended ~~February~~August 12, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12, “Contingencies” to the condensed consolidated financial statements included in this Quarterly Report for a description of certain of our pending legal proceedings.

Item 1A. Risk Factors

Our business, financial condition, results of operations and cash flows are subject to various ‎risks which could cause actual results to vary from recent results or from anticipated future results. ‎Please refer to Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended ~~April~~May 273, ~~2024~~2025, for a description of certain material risks and uncertainties to which our business, financial condition and results of operations are subject. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially ‎and adversely affect our business, financial condition and/or operating results.‎

Except as updated below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended ~~April~~May 273, ~~2024~~2025:

We are, and in the future may be, subject to securities class action and other litigation, as well as government investigations and inquiries, which may harm our business and results of operations.

We are involved in legal proceedings related to various matters, including securities litigation, and may become involved in other legal proceedings, as well as government investigations and inquiries, that arise from time to time in the future. For example, as discussed further in Note 12, “Contingencies” to the unaudited interim condensed consolidated financial statements contained in this Quarterly Report, on August 26, 2024, a purported shareholder of the Company filed a putative class action lawsuit alleging that the Company, its former Chief Executive Officer, and its former Chief Financial Officer violated the federal securities laws by making false and/or misleading statements relating to our business, operations and prospects, including in respect of our transition to production of more specialized components for manufacturers of electric vehicles and our operations at our facility in Monterrey, Mexico. The complaint seeks unspecified money damages along with equitable relief and costs and expenses, including counsel fees and expert fees. Another purported shareholder filed a substantially similar action against the same defendants and a former Chief Operating Officer of the Company on October 7, 2024. In addition, on November 26, 2024 and February 4, 2025, respectively, two purported shareholders filed derivative lawsuits on behalf of the Company against the current members of the Company’s Board of Directors, as well as certain former directors and executives, alleging that the defendants breached their fiduciary duties by allowing the Company to issue various statements that are alleged to have been false or misleading for the same reasons alleged in the securities class action complaints. The Company intends to vigorously defend itself against the allegations but there can be no assurance as to outcome. An unfavorable outcome in this litigation and other legal proceedings may have a material adverse effect on the consolidated financial position, results of operations, cash flows or liquidity of the Company. This type of litigation can also result in substantial costs, and a diversion of management’s attention and resources, which could adversely affect our business, operating results, or financial condition. In addition, the Company received a subpoena from the Securities and Exchange Commission dated November 1, 2024 seeking documents and information relating to, among other things, the Company’s operations in certain foreign countries, and certain financial reporting and accounting relating thereto, compliance with the Foreign Corrupt Practices Act and other anti-corruption laws, and material weaknesses in the Company’s internal control over financial reporting previously reported in its public filings. This request may lead to the assertion of claims or the commencement of legal proceedings against the Company, which in turn may lead to material fines, penalties or other liabilities. The subpoena and similar requests could result in costs to the Company, including the expenditure of financial and managerial resources in connection with responding to the subpoena and related investigation or any other future requests for information or investigations. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits or to forgo insurance that we may otherwise rely on to cover any significant defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar coverage. These factors may make it more difficult to attract and retain qualified executive officers and members of our board of directors.

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We operate our business on a global basis and changes to trade policy, including tariffs and customs regulations, could have a material and adverse effect on our business.

We manufacture and sell our products globally and rely on a global supply chain to deliver the required raw materials, components, and parts, as well as the final products to our customers. Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement (“USMCA”), provide certain duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, export licenses, tariffs or taxes on imports from countries or geographic regions where we manufacture products, such as Canada, China, Egypt, Europe and Mexico, could have a material adverse effect on our business, financial condition and operating results. The U.S. and Chinese governments have imposed a series of significant incremental retaliatory tariffs to certain imported products. Most notably with respect to the automotive and commercial vehicle industries, the U.S. imposed tariffs on imports of electric vehicles and certain steel, aluminum and automotive components, and China imposed retaliatory tariffs on imports of U.S. vehicles and certain automotive components. The U.S. has also ordered an investigation into the imports of copper, particularly from China. Depending upon their continued duration and potential expansion, these tariffs and other regulatory actions could materially affect our business, including in the form of an increase in cost of goods sold, decreased margins, increased pricing for customers, and reduced sales.

AsIn ofthe ~~March~~past 4,several ~~2025~~months, the U.S. administration has ~~enacted~~proposed aand ~~25%~~imposed ~~tariff~~extensive tariffs on ~~all~~many ~~goods~~countries ~~imported~~where ~~from~~we ~~Mexico~~do ~~and~~business ~~Canada,~~including ~~and~~a annumber ~~additional~~of ~~20%~~broad, ~~tariff~~product onspecific ~~goods~~tariffs ~~imported~~most ~~from~~notably ~~China.~~with ~~Canada~~respect ~~has~~to ~~announced~~the aautomotive ~~plan~~and tocommercial ~~imminently~~vehicle ~~introduce~~industries. ~~25%~~As ~~tariffs~~such, onthere ais ~~rolling~~continued ~~schedule~~uncertainty onabout athe ~~variety~~future ofrelationship between the U.S. ~~goods,~~ and ~~Mexico~~various ~~has~~other ~~also~~countries ~~indicated~~with ~~that~~respect ~~it intends~~ to ~~impose retaliatory~~ tariffs, ontrade ~~U.S.~~policies, ~~goods.~~government Weregulations, dotreaties ~~not~~and ~~know~~trade ~~when~~agreements. ~~such~~Depending ~~tariffs~~upon ~~will~~the ~~take~~continued ~~effect,~~duration ~~how~~and ~~long~~potential ~~any~~expansion of these tariffs, ~~will~~as ~~last,~~well oras ifour ~~some~~ability ~~products~~to ~~may~~mitigate ~~initially~~their orimpact, ~~eventually~~these betariffs ~~subject~~and toother aregulatory ~~different~~actions ~~rate~~could ormaterially beaffect ~~exempted.~~our Webusiness, ~~continue~~including toin ~~monitor~~the ~~statements~~form ~~made~~of ~~and~~an ~~actions~~increase ~~taken~~in bycost ~~the~~of ~~U.S.~~goods ~~government~~sold, ~~regarding~~decreased ~~tariffs~~margins, onincreased ~~goods~~pricing ~~imported~~for ~~into~~customers, ~~the~~disruptions ~~U.S.~~in ~~from~~our ~~Mexico~~supply chain, ~~Canada~~impaired ability to compete effectively, and ~~other~~reduced ~~countries~~sales. WeIf ~~continue~~changes toin ~~also~~trade ~~monitor~~policy ~~similar~~cause ~~actions~~increased byprices ~~other~~for ~~countries~~vehicles, ~~with~~consumer ~~which~~demand wemay dodecline, ~~business.~~prompting Ita isreduction ~~possible~~in ~~other~~global ~~countries~~vehicle ~~may~~production ~~impose~~volumes, ~~retaliatory~~which ~~tariffs~~is ona ~~goods~~material ~~imported~~driver ~~into~~of ~~their~~our ~~countries~~operations, ~~from~~sales ~~the~~and Uprofitability.S.

Although the exception for USMCA-qualifying goods is expected to remain in place, the extent and permanence of this exception has not been confirmed by the current U.S. Administration. In addition to potential increases in customs duties and tariffs in the U.S. and other countries, the USMCA is subject to renewal in 2026. There can be no assurance that the USMCA will be renewed or, if renewed, any newly negotiated terms in the USMCA will not adversely affect our business.

Our product portfolio exposes us to several categories that are highly contested in the expanding international trade disputes. For example, because we provide parts to automotive OEMs, some of our finished goods are classified as auto parts and subject to additional tariffs. Our products made for commercial vehicle customers could be potentially exposed to similar tariffs. We also utilize semiconductors and copper--and to a lesser extent--steel and aluminum in our products. This means we are exposed to increased costs for inbound components and could potentially be added as derivative products for tariff purposes in the future. Should any of these tariffs expand, raw materials and finished goods that we import will face higher prices, which could lead to reduced margins or increased prices that could, in turn, cause decreased customer demand.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 13, 2024, the Board of Directors approved a share buyback authorization, commencing on June 17, 2024, for the purchase of up to $200.0 million of our outstanding common stock through June 17, 2026 (the “2024 Buyback Authorization”). Purchases under the 2024 Buyback Authorization may be made on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, or in private transactions. We have not made any purchases under the 2024 Buyback Authorization.

~~The following table provides information about our purchases of equity securities during the three months ended February 1, 2025.~~31

Period	Total number of shares purchased1		Average price paid per share		Total number of shares purchased as part of publicly announced plan		Approximate dollar value of shares that may yet be purchased under the program (in millions)
November 3, 2024 through November 30, 2024		325,816	$	9.03		—	$	200.0
December 1, 2024 through January 4, 2025		296	$	12.73		—	$	200.0
January 5, 2025 through February 1, 2025		—	$	—		—	$	200.0
(1) Represents 326,112 shares of common stock that were surrendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

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The following table provides information about our purchases of equity securities during the three months ended August 2, 2025.


Period	Total number of shares purchased1		Average price paid per share		Total number of shares purchased as part of publicly announced plan		Approximate dollar value of shares that may yet be purchased under the program (in millions)
May 4, 2025 through May 31, 2025		57,208	$	6.74		—	$	200.0
June 1, 2025 through July 5, 2025		—	$	—		—	$	200.0
July 6, 2025 through August 2, 2025		7,986	$	6.48		—	$	200.0

(1) Represents 65,194 shares of common stock that were surrendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

Item 3. Defaults Upon Senior Securities

The information set forth under the subheading “Revolving credit facility” contained in Note 8, “Debt” to the Company’s
condensed consolidated financial statements in Part I. Financial Information – Item 1. Financial Statements of this Form 10-Q is
incorporated herein by reference into this Item 3.

Item 5. Other Information

Waiver Letter regarding Second Amended and Restated Credit Agreement

Because we are filing this Quarterly Report within four business days after the triggering event, we are making the following disclosure under this Item 5, “Other Information” instead of filing (as and to the extent required) a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement, and Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 8, 2025, the Company entered into a Waiver Letter (the “Waiver Letter”) among the Company, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto.

The Waiver Letter acknowledged that an event of default under the Company’s Second Amended and Restated Credit Agreement, dated as of October 31, 2022, as amended, supplemented, restated or otherwise modified from time to time (which credit agreement, as previously amended by the first amendment, the second amendment and the third amendment thereto, is referred to solely in this Item 5, “Other Information” section of this Quarterly Report as the “Credit Agreement”), by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and the other parties thereto, occurred as the result of the Company making approximately $2.8 million of restricted payments during the quarter ended August 2, 2025, which was in excess of the $2.5 million general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries during the quarter ended August 2, 2025. In addition, among other things, the Waiver Letter:

(i) Reduced, for the quarter ending November 1, 2025, the general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries by the amount of excess restricted payments made during the quarter ended August 2, 2025 (which change reduced such basket exception from $2.5 million to approximately $2.2 million for the quarter ending November 1, 2025); and

(ii) Waived the acknowledged event of default.

The foregoing description of the Waiver Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Waiver Letter, which is filed as Exhibit 10.7 to this Quarterly Report and is incorporated herein by reference.

Trading Arrangements

During our last fiscal quarter, no director or officer of the Company, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

ExhibitNumber		Description
10.1**		Amendment to Offer Letter dated June 24, 2024 between Methode Electronics, Inc. and John DeGaynor.
10.1		Third Amendment to Second Amended and Restated Credit Agreement, entered into as of July 7, 2025, among Methode Electronics, Inc., each Lender party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other parties thereto (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed on July 9, 2025).
10.2**		~~Amendment~~Form toof ~~Offer~~Executive ~~Letter~~Severance ~~dated August 27, 2024 between Methode Electronics, Inc.~~ and ~~Laura~~Retention ~~Kowalchik~~Agreement.
10.3**		~~Settlement~~Form ~~Agreement~~of ~~and~~Executive ~~Release~~(Non-CEO) ~~between~~Change ~~Methode~~in ~~Electronics,~~Control ~~Inc~~Agreement. ~~and Avinash Avula.~~
10.4**		~~Separation~~Form ~~Agreement~~of ~~between~~Fiscal ~~Methode~~2025 ~~Electronics,~~LTIP ~~Inc. and Andrea J. Barry (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8~~Performance-KBased ~~filed on January 30, 2025)~~Agreement.
10.5**		Form of Fiscal 2025 LTIP Time-Based Award Agreement.
10.6**		Form of Sign-on Bonus RSU Agreement.
10.7		Waiver Letter, dated September 8, 2025, among Methode Electronics, Inc., each Lender party thereto, and Bank of America, N.A., as Administrative Agent.
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32*		Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Schema With Embedded Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*		Indicates that the exhibit is being furnished with this report and not filed as part of it.
**		Management compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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