What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-06 · 257 added, 293 removed, 391 unchanged (58% of the section changed)

2 unchanged sentences

Consolidated Condensed Balance Sheets

September 27, 2025 with Comparative Figures for December 31, 2024

April 4, 2026 with Comparative Figures for December 31, 2025

(In thousands)

September 27, 2025 December 31, 2024

April 4, 2026 December 31, 2025

Current Assets:

1 unchanged sentence

$ 11,867 $ 18,180

Restricted Cash 6,101 9,143

Accounts Receivable, Net of Allowance for Estimated Credit Losses

35 unchanged sentences

Consolidated Condensed Statements of Operations

Three and Nine Months Ended September 27, 2025 with Comparative Figures for 2024

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(In thousands, except per share data)

Nine Months Ended Three Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

April 4, 2026 March 29, 2025

Sales $ 230,619 $ 205,936

4 unchanged sentences

Income from Operations 27,230 13,137

Loss on Settlement of Debt 32,644 6,987 32,644 6,987

Other (Income) Expense, Net ( 562 ) 1,214 ( 185 ) 343

Other Expense (Income), Net 109 ( 187 )

Interest Expense, Net of Interest Income 2,336 3,150

Loss Before Income Taxes ( 299 ) ( 8,443 ) ( 12,324 ) ( 5,173 )

Income Before Income Taxes 24,785 10,174

(Benefit from) Provision for Income Taxes ( 755 ) 646

Net Loss $ ( 256 ) $ ( 13,383 ) $ ( 11,098 ) $ ( 11,738 )

Loss Per Share:

Net Income $ 25,540 $ 9,528

Earnings Per Share:

$ 0.71 $ 0.27

2 unchanged sentences

ASTRONICS CORPORATION

Consolidated Condensed Statements of Comprehensive Income (Loss)

Three and Nine Months Ended September 27, 2025 with Comparative Figures for 2024

Consolidated Condensed Statements of Comprehensive Income

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(In thousands)

Nine Months Ended Three Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Net Loss $ ( 256 ) $ ( 13,383 ) $ ( 11,098 ) $ ( 11,738 )

Other Comprehensive Income (Loss):

Three Months Ended

April 4, 2026 March 29, 2025

Net Income $ 25,540 $ 9,528

Other Comprehensive (Loss) Income:

Foreign Currency Translation Adjustments

1 unchanged sentence

Retirement Liability Adjustment – Net of Tax

( 709 ) 843 ( 237 ) 281

Total Other Comprehensive Income (Loss) 1,843 970 ( 616 ) 1,332

Comprehensive Income (Loss) $ 1,587 $ ( 12,413 ) $ ( 11,714 ) $ ( 10,406 )

Total Other Comprehensive (Loss) Income ( 1,028 ) 516

Comprehensive Income $ 24,512 $ 10,044

See notes to Consolidated Condensed Financial Statements.

1 unchanged sentence

Consolidated Condensed Statements of Cash Flows

Nine Months Ended September 27, 2025 with Comparative Figures for 2024

Nine Months Ended

(In thousands) September 27, 2025 September 28, 2024

Three Months Ended April 4, 2026 with Comparative Figures for 2025

Three Months Ended

(In thousands) April 4, 2026 March 29, 2025

Cash Flows from Operating Activities:

Net Loss $ ( 256 ) $ ( 13,383 )

Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:

Net Income $ 25,540 $ 9,528

Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:

Non-cash items:

3 unchanged sentences

Equity-based Compensation Expense 2,556 2,345

Deferred Tax Benefit ( 1,125 ) —

Deferred Tax Expense (Benefit) 62 ( 1,125 )

Operating Lease Non-cash Expense 1,463 1,550

Simplification Initiative-related Non-cash Charges 6,229 —

Non-Cash 401K Contribution and Quarterly Bonus Accrual — 3,454

Non-Cash Annual Stock Bonus Accrual — 1,448

Loss on Settlement of Debt 32,644 6,987

Non-Cash Litigation Provision Adjustment — 6,228

Other 681 ( 214 )

3 unchanged sentences

Accounts Payable 14,997 2,867

Operating Lease Liabilities ( 1,515 ) ( 1,071 )

Accrued Expenses ( 6,655 ) ( 11,514 )

Customer Advance Payments and Deferred Revenue ( 2,317 ) ( 2,919 )

Income Taxes ( 982 ) 959

Operating Lease Liabilities ( 3,125 ) ( 3,777 )

Tenant Improvement Allowance Refund 3,157 —

Customer Advance Payments and Deferred Revenue 3,614 2,776

Cloud Computing Implementation Costs ( 2,370 ) —

Supplemental Retirement Plan Liabilities ( 181 ) ( 101 )

Other Assets and Liabilities ( 4,722 ) 2,018

Net Cash from Operating Activities 47,172 4,149

Net Cash Provided by Operating Activities 10,606 20,642

Cash Flows from Investing Activities:

Capital Expenditures ( 11,160 ) ( 2,105 )

Acquisition of Business, Net of Cash Acquired ( 4,617 ) —

Net Cash from Investing Activities ( 24,477 ) ( 5,244 )

Net Cash Used by Investing Activities ( 11,160 ) ( 2,105 )

Cash Flows from Financing Activities:

1 unchanged sentence

Principal Payments on Long-term Debt ( 30,000 ) ( 10,000 )

Proceeds from Issuance of Convertible Debt 225,000 —

Partial Repurchase of 2030 Notes ( 285,752 ) —

Payments for Capped Call Transactions ( 26,888 ) —

Financing-related Costs — ( 740 )

1 unchanged sentence

Other ( 60 ) ( 44 )

Net Cash from Financing Activities ( 22,606 ) ( 3,908 )

Net Cash Used by Financing Activities ( 5,501 ) ( 11,371 )

Effect of Exchange Rates on Cash ( 258 ) 354

Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash 1,152 ( 4,949 )

(Decrease) Increase in Cash and Cash Equivalents and Restricted Cash ( 6,313 ) 7,520

Cash and Cash Equivalents and Restricted Cash at Beginning of Period 18,180 18,428

8 unchanged sentences

Consolidated Condensed Statements of Shareholders’ Equity

Three and Nine Months Ended September 27, 2025 with Comparative Figures for 2024

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(In thousands)

Nine Months Ended Three Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

April 4, 2026 March 29, 2025

Beginning of Period $ 345 $ 329

Net Shares Issued to Fund Bonus Obligations — 3 — —

Net Issuance of Common Stock for Restricted Stock Units (“RSUs”) 2 1

7 unchanged sentences

Beginning of Period 4,898 144,149

Partial Repurchase of 2030 Notes ( 120,632 ) — ( 120,632 ) —

Purchase of Capped Call Transactions ( 26,888 ) — ( 26,888 ) —

Equity-based Compensation Expense and Net Exercise of Stock Options, including ESPP 2,556 2,345

Gross Shares Issued to Fund Bonus Obligations — 6,281 — —

Tax Withholding Related to Issuance of RSUs and Shares for Bonus Obligations ( 1,730 ) ( 3,219 ) — ( 42 )

Tax Withholding Related to Issuance of RSUs ( 5,441 ) ( 1,730 )

End of Period 2,013 144,764

6 unchanged sentences

Beginning of Period 216,699 192,208

Partial Repurchase of 2030 Notes ( 4,868 ) — ( 4,868 ) —

Net Loss ( 256 ) ( 13,383 ) ( 11,098 ) ( 11,738 )

Reissuance of Treasury Shares for 401K Contribution — ( 1,330 ) — —

Net Income 25,540 9,528

End of Period 242,239 201,736

1 unchanged sentence

Beginning of Period ( 77,498 ) ( 76,777 )

Net Issuance to Fund 401K Obligation — 3,949 — —

End of Period ( 77,498 ) ( 76,777 )

3 unchanged sentences

Consolidated Condensed Statements of Shareholders’ Equity, Continued

Three and Nine Months Ended September 27, 2025 with Comparative Figures for 2024

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(In thousands)

Nine Months Ended Three Months Ended

(Shares) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

(Shares) April 4, 2026 March 29, 2025

Beginning of Period 34,464 32,871

Net Shares Issued to Fund Bonus Obligations — 218 — —

Net Issuance of Common Stock for RSUs 160 143

3 unchanged sentences

Beginning of Period 3,966 5,086

Net Issuance from Exercise of Stock Options 1 —

Class B Stock Converted to Common Stock ( 162 ) ( 287 )

2 unchanged sentences

Beginning of Period 2,751 2,694

Net Shares Issued to Fund 401K Obligation — ( 139 ) — —

End of Period 2,751 2,694

2 unchanged sentences

Notes to Consolidated Condensed Financial Statements

September 27, 2025

April 4, 2026

1) Basis of Presentation

6 unchanged sentences

The results of operations for any interim period are not necessarily indicative of results for the full year.

Operating results for the nine months ended September 27, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three months ended April 4, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The balance sheet on December 31, 2025, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S.

GAAP for complete financial statements.

For further information, refer to the Consolidated Financial Statements and the notes thereto included in Astronics Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 5, 2025 (the “2024 10-K”).

For further information, refer to the Consolidated Financial Statements and the notes thereto included in Astronics Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 (the “2025 10-K”).

Description of the Business

Astronics Corporation (“Astronics” or the “Company”) is a leading provider of advanced technologies to the global aerospace, defense, and electronics industries.

Our products and services include advanced, high-performance electrical power generation, distribution and seat motion systems, lighting and safety systems, avionics products, systems and certification, aircraft structures and automated test systems.

We have principal operations in the United States (“U.S.”), Canada, France and Germany (arising from our October 2025 acquisition) as well as engineering offices in Ukraine and India.

Our products and services include advanced, high-performance inflight entertainment and connectivity products and services, lighting and safety systems, flight critical electrical power generation and distribution systems, seat motion systems and automated test systems.

We have principal operations in the United States (“U.S.”), Canada, France and Germany, as well as engineering offices in Ukraine and India.

The Company has two reportable segments, Aerospace and Test Systems.

2 unchanged sentences

Acquisition Activities

On June 30, 2025, the Company purchased the membership interests of Envoy Aerospace, LLC, located in Aurora, Illinois.

On June 30, 2025, the Company purchased the membership interests of Envoy Aerospace, LLC (“Envoy Aerospace”), located in Aurora, Illinois.

Envoy Aerospace is an FAA Organization Designation Authorization (“ODA”) services provider.

1 unchanged sentence

The total purchase price was approximately $ 8.3 million, net of cash acquired and the estimated closing adjustment.

Of the purchase price, $ 4.5 million was paid at the closing date, $ 2.0 million will be paid in one year from the closing date, and $ 1.8 million will be paid in two years from the closing date based on certain milestones.

The Company has not yet finalized the purchase price allocation.

Purchased intangible assets and goodwill are expected to be deductible for tax purposes over 15 years.

This transaction was not considered material to the Company’s financial position or results of operations.

Of the purchase price, $ 4.5 million was paid at the closing date.

Payments of $ 2.0 million and $ 1.8 million will become payable by the Company following the first and second anniversary of the closing date, respectively, based on the achievement of certain milestones.

On October 13, 2025, the Company acquired all of the issued and outstanding capital stock of Bühler Motor Aviation (“BMA”), located in Uhldingen-Mühlhofen, Germany.

BMA is an established manufacturer of aircraft seat actuation systems with a broad product portfolio that includes actuators, electronics, control panels, pneumatic systems, and lighting.

BMA is included in our Aerospace segment.

The total purchase price was approximately $ 18.0 million, net of cash acquired and the estimated closing adjustment.

The purchase price was paid at the closing date.

Restricted Cash

Under the provisions of the ABL Revolving Credit Facility (as defined and discussed below in Note 7, Long-term Debt and Notes Payable), the Company has a cash dominion arrangement with the banking institution for its accounts within the United States whereby daily cash receipts are contractually utilized to pay down outstanding balances, if any, on the ABL Revolving Credit Facility.

Account balances that have not yet been applied to the ABL Revolving Credit Facility are classified as restricted cash in the accompanying Consolidated Condensed Balance Sheets.

The following table provides a reconciliation of cash and restricted cash included in Consolidated Condensed Balance Sheets to the amounts included in the Consolidated Condensed Statements of Cash Flows.

(In thousands) September 27, 2025 September 28, 2024

Under the provisions of the ABL Revolving Credit Facility (as defined and discussed below in Note 7, Long-term Debt and Notes Payable) which was terminated on October 22, 2025, the Company had a cash dominion arrangement with the banking institution for its accounts within the United States whereby daily cash receipts were contractually utilized to pay down outstanding balances on the ABL Revolving Credit Facility.

Account balances that had not yet been applied to the ABL Revolving Credit Facility were classified as restricted cash in the applicable Consolidated Condensed Balance Sheets.

following table provides a reconciliation of cash and restricted cash included in Consolidated Condensed Balance Sheets to the amounts included in the Consolidated Condensed Statements of Cash Flows.

(In thousands) April 4, 2026 March 29, 2025

Cash and Cash Equivalents $ 11,867 $ 24,805

4 unchanged sentences

The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable and supportable forecasts of future economic conditions that may affect a customer’s ability to pay.

The changes in allowances for estimated credit losses for the three and nine months ended September 27, 2025 and September 28, 2024 consisted of the following:

Nine Months Ended Three Months Ended

(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

The changes in allowances for estimated credit losses for the three months ended April 4, 2026 and March 29, 2025 consisted of the following:

Three Months Ended

(In thousands) April 4, 2026 March 29, 2025

Balance at Beginning of the Period $ 847 $ 2,377

2 unchanged sentences

Balance at End of the Period $ 1,363 $ 2,291

Write-offs in the nine months ended September 27, 2025 and September 28, 2024 relate primarily to accounts receivable reserved for in previous periods related to customer bankruptcies.

On February 4, 2025, the Company entered into a factoring agreement with Citibank, N.A.

under which we can sell certain receivables resulting from sales to a certain customer.

The arrangement is designed to provide the Company with an immediate cash advance on eligible receivables, up to a limit of $ 45.0 million per year, as restricted by the terms of our ABL Revolving Credit Facility.

The Company did not utilize the factoring agreement during the three and nine months ended September 27, 2025.

Simplification Initiatives

In the second quarter of 2025, the Company initiated simplification activities in the Aerospace segment, including costs related to footprint rationalization and portfolio shaping.

Restructuring charges, including impairments of inventory and other long-lived assets, were recorded as a result of these simplification initiatives.

In the nine months ended September 27, 2025, the Company recorded $ 5.8 million and $ 0.4 million in simplification initiative charges to Cost of Products Sold and Selling, General and Administrative Expenses, respectively, in the accompanying Consolidated Condensed Statements of Operations.

Research and Development Expenses

Research and development costs are expensed as incurred and include salaries, benefits, consulting, material costs, and depreciation.

During the first quarter of 2025, the Company changed its financial statement presentation of research and development costs.

These costs were previously included within Cost of Products Sold and were a factor in arriving at Gross Profit.

Research and development expenses, which amounted to $ 12.5 million and $ 40.0 million for the three and nine months ended September 28, 2024, respectively, have been reclassified from Cost of Products Sold to a separate line item below Gross Profit in the accompanying Consolidated Condensed Statements of Operations.

All periods presented have been revised to reflect this presentation.

Cloud Computing Arrangements

The Company incurs costs to implement cloud computing arrangements that are hosted by third-party vendors.

Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase.

Amortization begins when the related cloud computing solution is ready for its intended use and is calculated on a straight-line basis over the contractual term of the cloud computing arrangement.

Implementation costs associated with cloud computing arrangements are reflected in Cash from Operating Activities on the Consolidated Condensed Statements of Cash Flows in accordance with ASC Topic 350-40, Intangibles - Goodwill and Other - Internal-Use Software .

The Company capitalized implementation costs related to such arrangements of $ 5.0 million and $ 2.8 million as of April 4, 2026 and December 31, 2025, respectively, within other non-current assets in the Consolidated Condensed Balance Sheets.

Amortization expense was insignificant for the three months ended April 4, 2026 and March 29, 2025.

Valuation of Goodwill and Long-Lived Assets

3 unchanged sentences

Should the carrying amount exceed undiscounted projected cash flows, an impairment loss would be recognized to the extent the carrying amount exceeds fair value.

As of September 27, 2025 and September 28, 2024, the Company concluded that no indicators of impairment relating to intangible assets or goodwill existed and an interim test was not performed in the nine-month periods then ended.

As of April 4, 2026 and March 29, 2025, the Company concluded that no indicators of impairment relating to intangible assets or goodwill existed and an interim test was not performed in the three-month periods then ended.

Foreign Currency Translation

The aggregate foreign currency transaction gain or loss included in operations was immaterial for the three and nine months ended September 27, 2025 and September 28, 2024.

The aggregate foreign currency transaction gain or loss included in operations was immaterial for the three months ended April 4, 2026 and March 29, 2025.

New or Recent Accounting Pronouncements

We consider the applicability and impact of all ASUs.

There have been no new applicable accounting pronouncements or changes in accounting pronouncements during the three months ended September 27, 2025 as compared with the recent accounting pronouncements described in the 2024 10-K, except as set forth below.

There have been no new applicable accounting pronouncements or changes in accounting pronouncements during the three months ended April 4, 2026 as compared with the recent accounting

pronouncements described in the 2025 10-K.

ASUs not disclosed were assessed and determined to be either not applicable or had or are expected to have minimal impact on our financial statements and related disclosures.

Recent Accounting Pronouncements Adopted

Financial Statement Effect or Other Significant Matters

2024-04 -Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments

The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or an extinguishment.

We early adopted this standard during the fiscal quarter ended September 27, 2025 and applied it on a prospective basis.

Refer to Note 7.

Recent Accounting Pronouncements Not Yet Adopted

Financial Statement Effect or Other Significant Matters

ASU 2025-06 -Intangibles, Goodwill

and Other — Internal -Use Software

(Subtopic 350-40):

Improvements to the Accounting for

Internal-Use Software

The amendments in this update remove all references to project stages and clarify the threshold entities apply to begin capitalizing software costs.

The update further specifies required disclosures for all capitalized internal-use software costs.

This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within that period.

Early adoption is permitted.

The Company is currently reviewing the guidance and evaluating the impact on our Consolidated Financial Statements and related disclosures.

ASU 2025-05 — Financial Instruments,

Credit Losses (Topic 326):

of Credit Losses for Accounts

Receivable and Contract Assets The amendments in this update provide a practical expedient that allows entities to assume current conditions as of the balance sheet date remain unchanged over the life of current accounts receivable and contract assets when developing forecasts for estimated expected credit losses.

This guidance is effective for fiscal years beginning after December 15, 2025 and interim periods within that period.

Early adoption is permitted.

The Company is currently reviewing the guidance and evaluating the impact on our Consolidated Financial Statements and related disclosures.

On September 27, 2025, we had $ 646.7 million of remaining performance obligations, which we refer to as total backlog.

On April 4, 2026, we had $ 734.3 million of remaining performance obligations, which we refer to as total backlog.

We expect to recognize approximately $ 596.2 million of our outstanding performance obligations as revenue over the next twelve months and the balance thereafter.

4 unchanged sentences

$ 54,687 $ 26,962

Ending Balance, September 27, 2025

Ending Balance, April 4, 2026

$ 65,147 $ 30,464

The increase in contract assets reflects the net impact of new revenue recognized in excess of billings exceeding billing of previously unbilled revenue during the period, partially offset by $ 8.3 million in revisions of estimated costs to complete certain long-term mass transit Test contracts, which was recorded during the nine months ended September 27, 2025.

The revisions resulted in reduced revenue recognized during the nine months ended September 27, 2025 due to lower estimates of the percentage of work completed on the programs.

The decrease in contract liabilities reflects the net impact of revenue recognized in excess of new customer advances or deferred revenues recorded.

The Company recognized $ 9.1 million and $ 6.3 million during the three months ended and $ 19.1 million and $ 16.4 million during the nine months ended September 27, 2025 and September 28, 2024, respectively, in revenues that were included in the contract liability balance at the beginning of the period.

The increase in contract assets reflects the net impact of new revenue recognized in excess of billings exceeding billing of previously unbilled revenue during the period.

For the three months ended April 4, 2026, the increase reflects a $ 2.8 million impact to revenue from a change in estimate due to updated variable consideration.

The increase in contract liabilities reflects the net impact of new customer advances or deferred revenues recorded in excess of revenue recognized.

The Company recognized $ 6.6 million and $ 11.6 million during the three months ended April 4, 2026 and March 29, 2025, respectively, in revenues that were included in the contract liability balance at the beginning of the period.

The Company recognizes an asset for certain, material costs to fulfill a contract if it is determined that the costs relate directly to a contract or an anticipated contract that can be specifically identified, generate or enhance resources that will be used in satisfying performance obligations in the future, and are expected to be recovered.

3 unchanged sentences

Should future orders not materialize or it is determined the costs are no longer probable of recovery, the capitalized costs are written off.

The Company’s capitalized fulfillment costs amounted to $ 5.9 million and $ 8.3 million on September 27, 2025 and December 31, 2024, respectively.

Amortization of fulfillment costs recognized within Cost of Products Sold was insignificant for the three months and was $ 3.4 million and $ 3.1 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

The following table presents our revenue disaggregated by Market Segments as follows:

Nine Months Ended Three Months Ended

(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

The Company’s capitalized fulfillment costs amounted to $ 6.3 million and $ 6.0 million on April 4, 2026 and December 31, 2025, respectively.

Amortization of fulfillment costs recognized within Cost of Products Sold was $ 0.1 million and $ 3.3 million for the three months ended April 4, 2026 and March 29, 2025, respectively.

Beginning in the current year, the Company reorganized its product line structure to align with changes in internal reporting.

Prior‑period disaggregated revenue information has been recast to conform to the current‑period presentation, including all prior years presented.

There was no impact on total revenue as a result of this change.

The Company’s disaggregation of revenue by market segments remains unchanged from the Company’s prior presentation.

The following table presents our revenue disaggregated by Market Segments for the periods indicated:

Three Months Ended

(In thousands) April 4, 2026 March 29, 2025

Aerospace Segment

5 unchanged sentences

21,449 15,243

9,620 14,268 2,043 3,942

Aerospace Total 213,820 191,375

4 unchanged sentences

Total $ 230,619 $ 205,936

The following table presents our revenue disaggregated by Product Lines as follows:

Nine Months Ended Three Months Ended

(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

The following table presents our revenue disaggregated by Product Lines for the periods indicated:

Three Months Ended

(In thousands) April 4, 2026 March 29, 2025

Aerospace Segment

Electrical Power & Motion

$ 296,541 $ 263,919 $ 101,295 $ 90,467

Inflight Entertainment & Connectivity $ 110,748 $ 103,110

Lighting & Safety 52,807 51,957

154,324 135,162 51,654 46,921

91,452 83,716 26,168 29,151

Systems Certification

15,842 12,272 7,938 4,460

9,947 8,798 3,627 2,613

9,620 14,268 2,043 3,942

Flight Critical Electrical Power 24,763 21,314

Seat Motion 19,879 6,672

Other 5,623 8,322

Aerospace Total 213,820 191,375

1 unchanged sentence

Total $ 230,619 $ 205,936

Inflight Entertainment & Connectivity (“IFEC”) is a combination of the previous Avionics and Systems Certification product lines, as well as cabin power products which were included in the previous Electrical Power & Motion product line.

The remainder of the previous Electrical Power & Motion product line is now split into two discrete product lines, Flight Critical Electrical Power and Seat Motion.

Lighting and Safety remains consistent and Structures is now reported within Other Aerospace revenue.

The following table presents our revenue disaggregated by Product Lines for the fiscal years ended December 31, 2025 and 2024 as follows:

Recast Recast

(In thousands) 2025 2024

Aerospace Segment

Inflight Entertainment & Connectivity $ 434,239 $ 383,679

Lighting & Safety 216,583 188,355

Flight Critical Electrical Power 73,706 68,368

Seat Motion 47,242 35,229

Other 25,549 31,053

Aerospace Total 797,319 706,684

Test Systems 64,809 88,742

Total $ 862,128 $ 795,426

The Company’s updated disaggregation of revenue by product lines is consistent with the information used by the Chief Operating Decision Maker (“CODM”) to evaluate operating performance and allocate resources.

The recast of prior‑period information does not affect the Company’s reportable segments or the measurement of segment profit or loss.

3) Inventories

1 unchanged sentence

( In thousands )

September 27, 2025 December 31, 2024

April 4, 2026 December 31, 2025

Finished Goods

4 unchanged sentences

$ 211,945 $ 196,860

The Company recorded a $ 5.8 million reduction in inventory in the nine months ended September 27, 2025 in connection with simplification initiatives as further discussed in Note 1, Basis of Presentation.

4) Property, Plant and Equipment

1 unchanged sentence

(In thousands)

September 27, 2025 December 31, 2024

April 4, 2026 December 31, 2025

$ 8,878 $ 8,902

9 unchanged sentences

The following table summarizes acquired intangible assets as follows:

September 27, 2025 December 31, 2024

April 4, 2026 December 31, 2025

(In thousands) Weighted

5 unchanged sentences

Completed and Unpatented Technology 9 years 47,953 45,733 47,980 45,207

Backlog 4 years 3,916 390 3,991 177

Customer Relationships 15 years 145,664 105,845 145,773 104,531

3 unchanged sentences

Amortization expense for acquired intangibles is summarized as follows:

Nine Months Ended Three Months Ended

Three Months Ended

(In thousands)

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

April 4, 2026 March 29, 2025

Amortization Expense

3 unchanged sentences

2026 $ 11,261

2026 $ 10,085

The following table summarizes the changes in the carrying amount of goodwill for the nine months ended September 27, 2025:

The following table summarizes the changes in the carrying amount of goodwill for the three months ended April 4, 2026:

(In thousands) December 31, 2025 Acquisition Adjustments Foreign

September 27, 2025

April 4, 2026

Aerospace $ 41,288 $ 851 $ 572 $ 42,711

2 unchanged sentences

7) Long-term Debt and Notes Payable

ABL Revolving Credit Facility

The Company entered into a $ 90.0 million Term Loan Facility on January 19, 2023, and paid interest at a rate equal to SOFR (which was required to be at least 2.50 %) plus 8.75 %.

The Company refinanced its credit facilities on July 11, 2024, and repaid in full all outstanding indebtedness under the previous Term Loan Facility.

The Company amended its asset-based revolving credit facility (the “ABL Revolving Credit Facility”) on July 11, 2024, by entering into the Seventh Amended and Restated Credit Agreement, which set the maximum aggregate amount that the Company can borrow pursuant to the revolving credit line at $ 200.0 million, with borrowings subject to a borrowing base determined primarily by inventory, accounts receivable, machinery and equipment and real estate.

On November 25, 2024, the Company entered into a second amendment to the ABL Revolving Credit Facility which increased the maximum aggregate amount that the Company could borrow pursuant to the ABL Revolving Credit Facility to

$ 220.0 million from $ 200.0 million.

The maturity date of borrowings under the ABL Revolving Credit Facility was July 11, 2027.

The Company and the applicable lenders also agreed in a separate first amendment to increase the amount of unsecured indebtedness the Company was permitted to incur under the ABL Revolving Credit Facility, subject to completion of the Convertible Notes offering (discussed below).

Under the terms of the ABL Revolving Credit Facility, the Company paid interest on the unpaid principal amount of the ABL Revolving Credit Facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10 % per annum (which collectively shall be at least 1.00 %) plus an applicable margin ranging from 2.75 % to 3.25 % determined based upon the Company’s Excess Availability (as defined in the ABL Revolving Credit Facility).

Under the terms of the Company’s former asset-based revolving credit facility (the “ABL Revolving Credit Facility”), the Company paid interest on the unpaid principal amount of the ABL Revolving Credit Facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10 % per annum (which collectively shall be at least 1.00 %) plus an applicable margin ranging from 2.75 % to 3.25 % determined based upon the Company’s Excess Availability (as defined in the ABL Revolving Credit Facility).

The Company was required to pay a quarterly commitment fee under the ABL Revolving Credit Facility on undrawn revolving credit commitments in an amount equal to 0.25 % or 0.375 % based on the Company’s average excess availability under the ABL Revolving Credit Facility.

On September 27, 2025, there was $ 85.0 million outstanding on the ABL Revolving Credit Facility and there remained $ 112.3 million available for future borrowings, before the minimum excess availability requirement discussed below.

The amount available for future borrowings as of September 27, 2025, is net of $ 2.3 million in outstanding letters of credit.

Pursuant to the ABL Revolving Credit Facility, the Company was subject to a minimum fixed charge coverage ratio of 1.10 to 1.00.

The Company was also required to maintain a minimum excess availability of the greater of 10 % of the borrowing base under the ABL Revolving Credit Facility, or $ 15.0 million.

As of September 27, 2025, the Company was in compliance with these covenants.

Certain of the Company’s subsidiaries are borrowers under the ABL Revolving Credit Facility and the assets of such subsidiaries also secure the obligations under the ABL Revolving Credit Facility.

In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the credit facilities automatically become due and payable.

Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, cross default under other material debt agreements, and a going concern qualification for any reason other than loan maturity date give the agent the option to declare all such amounts immediately due and payable.

On October 22, 2025, the Company entered into a cash flow-based revolving credit facility and terminated the ABL Revolving Credit Facility.

See further discussion in Note 16, Subsequent Events.

The maturity date of borrowings under the ABL Revolving Credit Facility was July 11, 2027.

On October 22, 2025, the Company entered into a $ 300.0 million senior secured, cash flow-based revolving credit facility (the “Revolving Credit Facility”).

The Revolving Credit Facility replaced the Company’s ABL Revolving Credit Facility, which was terminated on October 22, 2025.

The scheduled maturity date for the Revolving Credit Facility is October 16, 2030.

Under the terms of the Revolving Credit Facility, the Company pays interest on the unpaid principal amount outstanding under the Revolving Credit Facility at a rate equal to Term SOFR (as defined in the Revolving Credit Facility) plus an applicable margin ranging from 1.25 % to 2.125 % determined based upon the Company’s Total Net Debt Leverage Ratio (as defined in the Revolving Credit Facility).

The Company pays a quarterly commitment fee under the Revolving Credit Facility on unused Revolving Commitments ranging from 0.20 % to 0.35 % determined based upon the Company’s Total Net Debt Leverage Ratio.

Pursuant to the Revolving Credit Facility, the Company is subject to a total leverage ratio covenant that requires that the Company’s Total Net Debt Leverage Ratio may not exceed 4.50 to 1.00.

The Company is also subject to a consolidated interest coverage ratio covenant that requires that the Company’s Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Facility) may not be less than 3.50 to 1.00 and a secured net debt leverage ratio covenant that requires that the Company’s Secured Net Debt Leverage Ratio (as defined in the Revolving Credit Facility) may not exceed 3.00 to 1.00.

As of April 4, 2026, the Company was in compliance with these covenants.

There was $ 85.0 million outstanding on the Revolving Credit Facility and there remained $ 212.8 million available for future borrowings, net of outstanding letters of credit on both April 4, 2026 and December 31, 2025.

The Revolving Credit Facility has an accordion feature, which allows the Company to request incremental commitments of up to $ 100.0 million plus additional incremental amounts so long as maximum leverage requirements are met.

Debt issuance cost amortization expense was $ 0.6 million and $ 0.6 million for the three months ended April 4, 2026 and March 29, 2025, respectively.

All costs are amortized to interest expense over the term of the respective agreement.

Unamortized deferred debt issuance costs associated with the Revolving Credit Facility ($ 2.9 million and $ 3.0 million as of April 4, 2026 and December 31, 2025, respectively) are recorded within Other Assets.

Interest expense was $ 2.3 million and $ 3.2 million for the three months ended April 4, 2026 and March 29, 2025, respectively.

2030 Convertible Notes

On December 3, 2024, the Company issued $ 165.0 million aggregate principal amount of 5.500 % Convertible Senior Notes due 2030 (the “2030 Notes”).

The 2030 Notes bear interest at a rate of 5.500 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025.

The 2030 Notes will mature on March 15, 2030, unless earlier converted, redeemed or repurchased.

The initial conversion rate is 43.6814 shares of common stock per $1,000 principal amount of 2030 Notes, which represent the initial conversion price of $ 22.89 per share.

The 2030 Notes are convertible at the option of the holders at any time on or after December 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date.

On December 3, 2024, the Company issued $ 165.0 million aggregate principal amount of 5.500 % Convertible Senior Notes due 2030 (the “2030 Convertible Notes”).

The 2030 Convertible Notes bear interest at a rate of 5.500 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025.

The 2030 Convertible Notes will mature on March 15, 2030, unless earlier converted, redeemed or repurchased.

The initial conversion rate is 43.6814 shares of common stock per $1,000 principal amount of 2030 Convertible Notes, which represent the initial conversion price of $ 22.89 per share.

The 2030 Convertible Notes are convertible at the option of the holders at any time on or after December 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date.

Upon conversion, the Company will satisfy its conversion obligations by paying and/or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election.

Beginning March 20, 2028, if the Company’s stock price has been at least 130 % of the conversion price for a specified period of time, the 2030 Notes may be called at the option of the issuer.

After the first quarter of 2025, if the Company’s stock price has been at least 130 % of the conversion price for 20 of 30 trading days ending on and including the last trading day of the immediately preceding quarter, the 2030 Notes may be redeemed at the option of the holder.

During the fiscal quarter ended September 27, 2025, our stock price met the price trigger defined above, and therefore, holders of our 2030 Notes may convert their notes at their option at any time during the fiscal quarter ended December 31, 2025.

Beginning March 20, 2028, if the Company’s stock price has been at least 130 % of the conversion price for a specified period of time, the 2030 Convertible Notes may be

called at the option of the issuer.

Under the same conditions, the Company can elect to redeem the 2030 Convertible Notes for cash.

During the fiscal quarter ended April 4, 2026, our stock price met the price trigger defined above, and therefore, holders of our 2030 Convertible Notes have the ability to convert their notes at their option at any time during the fiscal quarter ended July 4, 2026.

2031 Convertible Notes

On September 15, 2025, the Company issued $ 225.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the “2031 Notes”) for net proceeds of $ 216.7 million.

The Company used part of the net proceeds to repurchase a portion of the 2030 Notes and the remainder to enter into the capped call transactions, as further described below.

The 2031 Notes do not bear any interest and will mature on January 15, 2031, unless earlier converted, redeemed or repurchased.

On September 15, 2025, the Company issued $ 225.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the “2031 Convertible Notes”) for net proceeds of $ 216.7 million.

The Company used part of the net proceeds to repurchase a portion of the 2030 Convertible Notes and the remainder to enter into the capped call transactions, as further described below.

The 2031 Convertible Notes do not bear any interest and will mature on January 15, 2031, unless earlier converted, redeemed or repurchased.

The initial conversion rate is 18.2243 shares of common stock per $1,000 principal amount of 2031 Convertible Notes, which represents the initial conversion price of $ 54.87 per share.

The 2031 Notes are convertible at the option of the holders at any time on or after October 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date.

Upon conversion, the Company will satisfy its conversion obligations by paying cash up to the aggregate principal amount of the 2031 Notes to be converted and paying and/or delivering, as the case may be, cash, shares of its common stock or a

combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted.

Beginning January 22, 2029, if the Company’s stock price has been at least 130 % of the conversion price for a specified period of time, the 2031 Notes may be called at the option of the issuer.

After the fourth quarter of 2025, if the Company’s stock price has been at least 130 % of the conversion price for 5 of the first 20 trading days of such fiscal quarter, the 2031 Notes may be redeemed at the option of the holder during the 30 -trading day period beginning on, and including, the 21 st trading day of such quarter.

Partial Repurchase of 2030 Notes

The Company used approximately $ 189.8 million of the net proceeds from the issuance of the 2031 Notes, together with approximately $ 85.0 million of borrowings under its ABL Revolving Credit Facility and approximately $ 11.0 million of cash on hand, to repurchase approximately $ 132.0 million in aggregate principal amount of outstanding 2030 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2030 Notes.

The 2031 Convertible Notes are convertible at the option of the holders at any time on or after October 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date.

Upon conversion, the Company will satisfy its conversion obligations by paying cash up to the aggregate principal amount of the 2031 Convertible Notes to be converted and paying and/or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted.

Beginning January 22, 2029, if the Company’s stock price has been at least 130 % of the conversion price for a specified period of time, the 2031 Convertible Notes may be called at the option of the issuer.

After the fourth quarter of 2025, if the Company’s stock price has been at least 130 % of the conversion price for 5 of the first 20 trading days of such fiscal quarter, the 2031 Convertible Notes may be redeemed at the option of the holder during the 30 -trading day period beginning on, and including, the 21st trading day of such quarter.

During the fiscal quarter ended April 4, 2026, our stock price met the price trigger defined above, and holders of our 2031 Convertible Notes had the ability to convert their notes at their option during the 30 -trading day period beginning on, and including, the 21st trading day of the quarter.

No notes were converted.

Partial Repurchase of 2030 Convertible Notes

The Company used approximately $ 189.8 million of the net proceeds from the issuance of the 2031 Convertible Notes, together with approximately $ 85.0 million of borrowings under its ABL Revolving Credit Facility and approximately $ 11.0 million of cash on hand, to repurchase approximately $ 132.0 million in aggregate principal amount of outstanding 2030 Convertible Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2030 Convertible Notes.

The total cash paid in connection with this repurchase was approximately $ 285.8 million.

The repurchase was accounted for in accordance with ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and resulted in the recognition of an inducement charge of $ 32.6 million within Loss on Settlement of Debt in the Consolidated Statements of Operations.

The Company also recorded a reduction to unamortized debt issuance costs of $ 4.3 million and a reduction to equity of $ 125.5 million.

Interest expense was $ 2.9 million and $ 6.2 million for the three months ended and $ 9.2 million and $ 17.8 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

Debt issuance cost amortization expense was $ 0.6 million and $ 0.4 million for the three months ended and $ 1.8 million and $ 2.1 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

All costs are amortized to interest expense over the term of the respective agreement.

Unamortized deferred debt issuance costs associated with the ABL Revolving Credit Facility ($ 2.2 million and $ 3.0 million as of September 27, 2025 and December 31, 2024, respectively) are recorded within Other Assets.

The following table presents the outstanding principal amount and carrying value of the Convertible Notes as of the dates indicated:

September 27, 2025 December 31, 2024

April 4, 2026 December 31, 2025

(In thousands) Principal Unamortized Debt Issuance Costs Carrying Value Principal Unamortized Debt Issuance Costs Carrying Value

2030 Convertible Notes

$ 33,000 $ ( 963 ) $ 32,037 $ 33,000 $ ( 1,023 ) $ 31,977

2031 Convertible Notes

225,000 ( 7,152 ) 217,848 225,000 ( 7,526 ) 217,474

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The Company estimates the fair value of the convertible notes based on quoted prices for these instruments in active markets, classified as Level 1 measurements within the fair value hierarchy.

The fair value of the 2031 Notes was approximately $ 233.9 million as of September 27, 2025.

The fair value of the 2030 Notes was approximately $ 71.5 million and $ 176.9 million as of September 27, 2025 and December 31, 2024, respectively.

The fair value of the 2031 Convertible Notes was approximately $ 323.4 million and $ 264.1 million as of April 4, 2026 and December 31, 2025, respectively.

The fair value of the 2030 Convertible Notes was approximately $ 105.8 million and $ 84.8 million as of April 4, 2026 and December 31, 2025, respectively.

Capped Call Transactions

In connection with the issuance of the 2031 Notes, we entered into capped call transactions (the “Capped Calls”) with certain financial institutions.

The Capped Calls are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2031 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the Capped Calls is initially approximately $ 83.41 per share of the Company’s common stock and is subject to certain adjustments under the terms of the capped call transactions.

In connection with the issuance of the 2031 Convertible Notes, we entered into capped call transactions (the “Capped Calls”) with certain financial institutions.

The Capped Calls are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2031 Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2031 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the Capped Calls is initially approximately $ 83.41 per share of the

Company’s common stock and is subject to certain adjustments under the terms of the capped call transactions.

The Capped Calls expire January 15, 2031.

We used approximately $ 26.9 million of the net proceeds from the 2031 Notes to purchase the Capped Calls.

These instruments are classified as equity and recorded as a reduction of additional paid-in capital in the Condensed Consolidated Statements of Changes in Stockholders’ Equity.

We used approximately $ 26.9 million of the net proceeds from the 2031 Convertible Notes to purchase the Capped Calls.

These instruments are classified as equity and recorded within additional paid-in capital in the Consolidated Condensed Statements of Changes in Stockholders’ Equity.

8) Product Warranties

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Activity in the warranty accrual, which is included in Accrued Expenses and Other Current Liabilities on the Consolidated Condensed Balance Sheets, is summarized as follows:

Nine Months Ended Three Months Ended

(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

(In thousands) April 4, 2026 March 29, 2025

Balance at Beginning of Period $ 20,740 $ 18,081

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Warranties Settled ( 1,809 ) ( 1,320 )

Reassessed Warranty Exposure 253 39 ( 206 ) 86

Change in Warranty Estimate ( 355 ) ( 57 )

Balance at End of Period $ 19,525 $ 17,611

9) Income Taxes

The effective tax rates were approximately 9.9 % and ( 126.9 )% for the three months ended and 14.4 % and ( 58.5 )% for the nine months ended September 27, 2025 and September 28, 2024, respectively.

The effective tax rates were approximately ( 3.0 )% and 6.3 % for the three months ended April 4, 2026 and March 29, 2025, respectively.

Beginning with the 2025 tax year, U.S.

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In addition, there are options to expense any remaining unamortized research and development costs that were previously capitalized during the 2022 through 2024 tax years.

The tax rate in the 2025 period was favorably impacted by the reversal of a valuation allowance related to previously capitalized research and development costs that are expected to be expensed in the 2025 period and partially offset by valuation allowances related to net operating losses and certain timing differences.

In addition, the tax rate in the 2025 period was also impacted by state and foreign income taxes and a discrete adjustment to reverse certain federal and state deferred tax liabilities.

The tax rate in the 2026 period was favorably impacted by the reversal of valuation allowances related to net operating losses expected to be utilized in the 2026 period and previously capitalized research and development costs that are expected to be expensed in the 2026 period, partially offset by certain timing differences.

In addition, the tax rate in the 2026 period was impacted by state and foreign income taxes and a discrete adjustment to recognize a benefit from deductible stock-based compensation expense.

The Company records a valuation allowance against the deferred tax assets if and to the extent it is more likely than not that the Company will not recover the deferred tax assets.

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However, the Company is relying on a significant portion of its existing deferred tax liabilities for the realizability of deferred tax assets.

Accordingly, during the years ended December 31, 2024 and 2023, the Company determined that a portion of its deferred tax assets were not expected to be realizable in the future and the Company continues to maintain the valuation allowance against its deferred tax assets as of September 27, 2025.

Accordingly, during the years ended December 31, 2025 and 2024, the Company determined that a portion of its deferred tax assets were not expected to be realizable in the future and the Company continues to maintain the valuation allowance against its deferred tax assets as of April 4, 2026.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States.

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In addition, the OBBBA makes changes to certain U.S.

corporate tax provisions, many of which are not in effect until 2026.

corporate tax provisions, many of which were not in effect until 2026.

Key provisions of the Tax Act relevant to the Company’s operations include immediate expensing of certain domestic research and development expenses and domestic capital expenditures beginning in 2025 as well as changes to various U.S.

international tax provisions going forward.

These provisions of the Tax Act have favorably impacted the Company’s effective tax rate and cash tax rate for the 2025 tax year and are expected to have favorable impacts in future years.

international tax provisions beginning in 2026.

These provisions of the Tax Act have favorably impacted the Company’s effective tax rate and cash tax rate for the 2025 and 2026 tax years and are expected to have favorable impacts in future years.

Changes in tax laws may affect recorded deferred tax assets and deferred tax liabilities and our effective tax rate in the future and the Company is continuing to evaluate the impacts of the new legislation.

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The following table sets forth the computation of basic earnings per share:

Nine months ended Three months ended

(In thousands, except per share amounts) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three months ended

(In thousands, except per share amounts) April 4, 2026 March 29, 2025

Basic Earnings per Common Share:

Net Loss - Basic $ ( 256 ) $ ( 13,383 ) $ ( 11,098 ) $ ( 11,738 )

Net Income - Basic $ 25,540 $ 9,528

Weighted Average Shares - Basic 35,736 35,285

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The following table sets forth the computation of diluted net income (loss) per share:

Nine months ended Three months ended

(In thousands, except per share amounts) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three months ended

(In thousands, except per share amounts) April 4, 2026 March 29, 2025

Diluted Earnings per Common Share:

Net Loss - Diluted $ ( 256 ) $ ( 13,383 ) $ ( 11,098 ) $ ( 11,738 )

Net Income - Basic $ 25,540 $ 9,528

Convertible Notes Interest Expense, Net of Tax — 1,792

Net Income - Diluted $ 25,540 $ 11,320

Weighted Average Shares - Basic 35,736 35,285

Net Effect of Dilutive Stock Awards 1,495 464

Net Effect of Dilutive Convertible Notes 992 7,208

Weighted Average Shares - Diluted 38,223 42,957

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The Company has the option for the 2030 Convertible Notes to settle the conversion value in any combination of cash or shares, and as such, the maximum number of shares issuable are included in the dilutive share count if the effect would be dilutive.

The Company excluded all impacts of the 2030 Convertible Notes from the computation of diluted earnings per share as the effect would be anti-dilutive.

The Company excluded all impacts of the 2030 Convertible Notes from the computation of diluted earnings per share at April 4, 2026 as the effect would be anti-dilutive.

The Company will settle the principal amount of the 2031 Convertible Notes by paying cash and settle the premium in any combination of cash or shares.

The Company’s average stock price for the three and nine months ended September 27, 2025 was below the conversion price for the 2031 Notes, therefore no incremental shares were included in diluted earnings per share.

The Company’s average stock price during the period outstanding was above the conversion price for the 2031 Convertible Notes, therefore incremental shares were included in diluted earnings per share at April 4, 2026.

Stock options with exercise prices greater than the average market price of the underlying common shares are excluded from the computation of diluted earnings per share because they are out-of-the-money and the effect of their inclusion would be anti-dilutive.

The Company incurred a net loss for the three and nine months ended September 27, 2025 and September 28, 2024, therefore all outstanding stock options and unvested restricted stock units were excluded from the computation of diluted loss per share because the effect of their inclusion would be anti-dilutive.

The number of common shares excluded from the computation was approximately 1,262,000 shares as of September 27, 2025 and 1,218,000 shares as of September 28, 2024.

Antidilutive shares excluded from diluted earnings per share computations as of the date indicated were as follows:

(In thousands) April 4, 2026 March 29, 2025

Stock Options and Unvested RSUs — 471

2030 Convertible Notes 1,442 —

Total Antidilutive Securities 1,442 471

11) Shareholders’ Equity

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On August 8, 2023, the Company initiated an at-the-market equity offering program (the “ATM Program”) for the sale from time to time of shares of the Company’s common stock, par value $ 0.01 per share, having an aggregate offering price of up to $ 30.0 million.

During the three and nine months ended September 27, 2025 and September 28, 2024, the Company did not sell any shares of our common stock under the ATM Program.

As of September 27, 2025, the Company had remaining capacity under the ATM Program to sell shares of common stock having an aggregate offering price up to approximately $ 8.2 million.

Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

During the three months ended April 4, 2026 and March 29, 2025, the Company did not sell any shares of our common stock under the ATM Program.

As of April 4, 2026, the Company had remaining capacity under the ATM Program to sell shares of common stock having an aggregate offering price up to approximately $ 8.2 million.

Comprehensive (Loss) Income and Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:

(In thousands) September 27, 2025 December 31, 2024

(In thousands) April 4, 2026 December 31, 2025

Foreign Currency Translation Adjustments $ ( 6,307 ) $ ( 5,152 )

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Accumulated Other Comprehensive Loss $ ( 5,438 ) $ ( 4,410 )

The components of other comprehensive income (loss) are as follows:

Nine Months Ended Three Months Ended

(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

The components of other comprehensive (loss) income are as follows:

Three Months Ended

(In thousands) April 4, 2026 March 29, 2025

Foreign Currency Translation Adjustments $ ( 1,155 ) $ 752

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Amortization of Prior Service Cost

290 290 97 97

Amortization of Net Actuarial (Gains) Losses

( 999 ) 553 ( 334 ) 184

Retirement Liability Adjustment 127 ( 236 )

Other Comprehensive Income (Loss) $ 1,843 $ 970 $ ( 616 ) $ 1,332

Other Comprehensive (Loss) Income $ ( 1,028 ) $ 516

12) Sales to Major Customers

The loss of major customers or a significant reduction in business with a major customer would significantly, and negatively impact our sales and earnings.

In the three and nine months ended September 27, 2025 and September 28, 2024, the Company had one major customer over 10% of consolidated sales primarily in the Aerospace segment.

Sales to the Boeing Company (“Boeing”) accounted for 12.3 % and 10.5 % of consolidated sales in the three months and 10.6 % and 11.0 % of consolidated sales in the nine months ended September 27, 2025 and September 28, 2024, respectively.

Accounts receivable from Boeing on September 27, 2025 were approximately $ 19.4 million.

In the three months ended April 4, 2026, the Company had one major customer over 10% of consolidated sales primarily in the Aerospace segment.

Sales to The Boeing Company (“Boeing”) accounted for 10.1 % of consolidated sales in the three months ended April 4, 2026.

Accounts receivable from Boeing on April 4, 2026 were approximately $ 19.8 million.

In the three months ended March 29, 2025, the Company had one major customer over 10% of consolidated sales primarily in the Aerospace segment.

Sales to the Safran Group (“Safran”) accounted for 10.3 % of consolidated sales in the three months ended March 29, 2025.

13) Legal Proceedings and Other Matters

Legal Proceedings

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The Company is vigorously defending all such litigation and proceedings.

Additional information about these legal proceedings can be found in Note 19, Legal Proceedings, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in the 2024 10-K.

The reserve for the German indirect claim and interest was approximately $ 17.5 million at September 27, 2025 and $ 17.1 million on December 31, 2024.

Additional information about these legal proceedings can be found in Note 19, Legal Proceedings and Other Matters, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in the 2025 10-K.

As previously disclosed, Lufthansa and AES have filed requests with the German Federal Supreme Court to be granted leave to file appeals against the decision in both the direct and indirect matter.

On February 25, 2026, the German Federal Supreme Court rejected Lufthansa’s and AES’s petitions for leave to appeal in both matters.

Therefore, the decisions of the Higher Regional Court of Karlsruhe have become final.

The reserve for the German indirect claim and interest was approximately $ 17.7 million at April 4, 2026 and $ 17.6 million on December 31, 2025.

The Company currently believes it is unlikely that the damages in the German indirect proceedings and related interest will be paid within the next twelve months.

Therefore, the liability related to this matter is classified within Other Liabilities (non-current) in the Consolidated Condensed Balance Sheets at September 27, 2025 and December 31, 2024.

Therefore, the liability related to this matter is classified within Other Liabilities (non-current) in the Consolidated Condensed Balance Sheets at April 4, 2026 and December 31, 2025.

In the matter before the UK High Court of Justice, Lufthansa had pleaded its case for monetary compensation at a separate trial which was conducted in October 2024.

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Following a consequential hearing on March 20, 2025, the amount was adjusted upwards by $ 0.5 million related to the resolution of a provisional item.

Additionally, on April 30, 2025, the UK High Court of Justice issued a draft order related to interest associated with damages, which obligated the Company to accrue a reserve estimate of $ 5.7 million relating to such interest associated with the damages.

Both of these amounts were recorded in the three months ended March 29, 2025 within Selling, General and Administrative Expenses in the Company’s Consolidated Condensed Statement of Operations.

There was a further consequential hearing on May 16, 2025 which addressed applications concerning interest on the ordered damages, permission to appeal the court’s findings in these matters, as well as the issue of reimbursement of legal fees in the damages phase of the litigation.

The Company was ordered to make payments of $ 5.7 million in relation to interest and $ 3.5 million for partial reimbursement of Lufthansa’s legal costs.

The Company was ordered to make payments of $ 5.7 million in relation to the previously accrued interest and $ 3.5 million for partial reimbursement of Lufthansa’s legal costs.

The interest amount was recorded in the first quarter of 2025, while the legal cost reimbursement was recorded in the second quarter.

Both of these items are reflected within Selling, General and Administrative Expenses in the Company’s Consolidated Condensed Statement of Operations, for the nine months ended September 27, 2025.

During the nine months ended September 27, 2025, the Company made payments totaling $ 21.6 million, in satisfaction of the liabilities for damages, interest and provisional legal fee reimbursement.

Both the Company and Lufthansa have been granted permission to appeal the rulings by the UK High Court of Justice.

The appeals are scheduled to be heard by the UK Court of Appeal in March 2026.

A liability for reimbursement of Lufthansa’s legal expenses associated with the UK matter, exclusive of the damages phase, was approximately $ 1.0 million at September 27, 2025 and December 31, 2024, which is expected to be paid within the next twelve months and, as such, is classified in Accrued Expenses and Other Current Liabilities in the accompanying Consolidated Condensed Balance Sheets as of September 27, 2025 and December 31, 2024.

With respect to the proceeding in France, as previously disclosed, on December 4, 2020, the Court held the French patent invalid for all asserted claims.

Lufthansa appealed this judgment.

The appeal hearing took place on December 8, 2022, and on February 24, 2023, the Court upheld the first instance judgment in favor of AES.

Lufthansa lodged an appeal before the French Supreme Court.

A decision from this Court was rendered on March 19, 2025, remanding the case to the Court of Appeal of Paris for reconsideration of the invalidity of Lufthansa’s French patent.

A second trial on nullity is scheduled on October 28, 2026 and a ruling by the Court of Appeal of Paris on nullity is not expected before early first quarter 2027.

As loss exposure is not probable and estimable at this time, the Company has not recorded any liability with respect to the French matter as of September 27, 2025 or December 31, 2024.

There were no other significant developments in any of these matters during the three months ended September 27, 2025.

On March 23, 2020, Teradyne, Inc.

filed a complaint against the Company and its subsidiary, Astronics Test Systems (“ATS”) (together, “the Defendants”) in the United States District Court for the Central District of California alleging patent and copyright infringement, and certain other related claims.

The Defendants moved to dismiss certain claims from the case.

On November 6, 2020, the Court dismissed the Company from the case, and also dismissed a number of claims, though the patent and copyright infringement claims remained.

In addition, on December 21, 2020, ATS filed a petition for inter partes review (“IPR”) with the US Patent Trial and Appeal Board (“PTAB”), seeking to invalidate the subject patent, and on July 21, 2021, the PTAB instituted IPR.

The PTAB issued its decision on July 20, 2022, in which it invalidated all of Teradyne’s patent claims.

Teradyne did not appeal the decision.

On December 7, 2023, the District Court granted ATS’s motion for summary judgment on its affirmative defense of fair use.

The Court subsequently entered final judgment in favor of ATS on December 14, 2023.

Teradyne appealed to the United States Court of Appeals for the Ninth Circuit.

On January 30, 2025, the Ninth Circuit affirmed the District Court’s grant of summary judgment.

Teradyne has elected not to pursue an appeal.

As such, the summary judgment ruling stands and final judgment in favor of ATS has been entered.

This matter is concluded.

The appeals are scheduled to be heard by the UK Court of Appeal in July 2026.

A liability for reimbursement of Lufthansa’s legal expenses associated with the UK matter, exclusive of the damages phase, was approximately $ 1.0 million at April 4, 2026 and December 31, 2025, which is expected to be paid within the next twelve months and, as such, is classified in Accrued Expenses and Other Current Liabilities in the accompanying Consolidated Condensed Balance Sheets as of April 4, 2026 and December 31, 2025.

With respect to the proceeding in France, the Court of Appeal of Paris is set to hear the appeal on nullity on October 28, 2026.

Should the Court find the patent to be valid, the trial date for the infringement and damages is scheduled for December 2027.

As loss exposure is not probable and estimable at this time, the Company has not recorded any liability with respect to the French matter at April 4, 2026 or December 31, 2025.

Each of the German, France and UK claims are separate and distinct.

Validity and infringement of the Lufthansa patent in each country is a matter for the courts in each of these countries, whose laws differ from each other.

In addition, the principles of calculating damages in each jurisdiction differ substantially.

Therefore, the Company has assessed each matter separately and cannot apply the same calculation methodology as in the German direct and indirect matters.

However, it is reasonably possible that additional damages and interest could be incurred if the appellate court in France was to rule in favor of Lufthansa, or if damages in the UK matter upon conclusion of the appeal are calculated on a different basis than the initial judgment.

There were no other significant developments in any of these matters during the three months ended April 4, 2026.

Other than these proceedings, we are not party to any significant pending legal proceedings that management believes will result in a material adverse effect on our financial condition or results of operations.

Other Matters

On February 20, 2026, the U.S.

Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”).

Following the Supreme Court decision, the U.S.

Administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, which was subsequently struck down on May 7, 2026 by the U.S.

Court of International Trade.

As of the filing date, it remains uncertain what impact these decisions will have on our future financial results, including the process and availability of obtaining refunds of amounts previously paid for the IEEPA tariffs or any fluctuations of the level of replacement tariffs imposed or the addition of any new tariffs through other means.

14) Segment Information

The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of the Company’s reportable segments.

The Company reports segment information based on the management approach, which designates the internal reporting used by the CODM for making decisions and assessing performance as the source of the Company’s reportable segments.

The CODM, which is the Company’s Chief Executive Officer, allocates resources and assesses the performance of each operating segment based on historical and potential future product sales, gross margin associated with those sales, and operating profit (loss) before interest, taxes, and corporate expenses.

1 unchanged sentence

Segment information and reconciliations to consolidated amounts are as follows:

Nine Months Ended Three Months Ended

(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Three Months Ended

(In thousands) April 4, 2026 March 29, 2025

Aerospace $ 213,843 $ 191,388

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Test Systems 4,037 4,589

Operating Profit (Loss) and Margins:

Operating Profit and Margins:

Aerospace 35,332 22,264

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Total Operating Profit 35,735 20,041

10.1 % 6.3 % 14.7 % 7.0 %

Deductions from Segment Measure of Operating Profit:

Loss on Settlement of Debt 32,644 6,987 32,644 6,987

Interest Expense, Net of Interest Income

9,167 17,832 2,920 6,217

Corporate Expenses and Other

21,011 20,824 7,913 6,207

Loss Before Income Taxes $ ( 299 ) $ ( 8,443 ) $ ( 12,324 ) $ ( 5,173 )

Income Before Income Taxes $ 24,785 $ 10,174

1 The significant expenses and amounts presented align with the segment-level information that is regularly provided to the CODM.

2 unchanged sentences

(In thousands)

September 27, 2025 December 31, 2024

April 4, 2026 December 31, 2025

Total Assets:

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$ 747,143 $ 706,678

Nine Months Ended Three Months Ended

Three Months Ended

(In thousands)

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

April 4, 2026 March 29, 2025

Depreciation and Amortization:

$ 5,379 $ 4,498

2,442 3,638 452 1,185

Total Depreciation and Amortization $ 5,894 $ 5,588

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$ 10,731 $ 2,082

523 820 338 235

Total Capital Expenditures $ 11,160 $ 2,105

15) Fair Value

There were no financial assets or liabilities carried at fair value measured on a recurring basis on September 27, 2025 or December 31, 2024.

There were no non-recurring fair value measurements performed in the nine months ended September 27, 2025 and September 28, 2024.

There were no financial assets or liabilities carried at fair value measured on a recurring basis on April 4, 2026 or December 31, 2025.

There were no non-recurring fair value measurements performed in the three months ended April 4, 2026 and March 29, 2025.

Due to their short-term nature, the carrying value of cash and equivalents, accounts receivable, and accounts payable approximate fair value.

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Refer to Note 7, Long-term Debt and Notes Payable, for additional information relating to the fair value of the Company’s outstanding fixed-rate Convertible Notes.

16) Subsequent Events

16) Acquisitions

Envoy Aerospace, LLC

On June 30, 2025, the Company purchased the membership interests of Envoy Aerospace, LLC (“Envoy Aerospace”), located in Aurora, Illinois.

Envoy Aerospace is an FAA Organization Designation Authorization (“ODA”) services provider.

Envoy Aerospace is included in our Aerospace segment.

The total purchase price was approximately $ 8.3 million, net of cash acquired and the estimated closing adjustment.

Of the purchase price, $ 4.5 million was paid at the closing date.

The Company has finalized the purchase price allocation.

Purchased intangible assets and goodwill are expected to be deductible for tax purposes over 15 years.

This transaction was not considered material to the Company’s financial position or results of operations.

Bühler Motor Aviation

On October 13, 2025, the Company acquired all of the issued and outstanding capital stock of Bühler Motor Aviation (“BMA”), located in Uhldingen-Mühlhofen, Germany.

BMA is an established manufacturer of aircraft seat actuation systems with a broad product portfolio that includes actuators, electronics, control panels, pneumatic systems, and lighting.

BMA will be included in our Aerospace segment.

BMA is included in our Aerospace segment.

The total purchase price was approximately $ 18.0 million, net of cash acquired and the estimated closing adjustment.

The purchase price was paid at the closing date.

The Company expects to complete a preliminary allocation during the fourth quarter of 2025.

On October 22, 2025, the Company entered into a $ 300 million senior secured, cash flow-based revolving credit facility (the “New Revolver”).

The New Revolver replaces the Company’s ABL Revolving Credit Facility, which was terminated on October 22, 2025.

The scheduled maturity date for the New Revolver is October 16, 2030.

Under the terms of the New Revolver, the Company will pay interest on the unpaid principal amount outstanding under the Revolving Credit Agreement at a rate equal to Term SOFR (as defined in the Revolving Credit Agreement) plus an applicable margin ranging from 1.25 % to 2.125 % determined based upon the Company’s Total Net Debt Leverage Ratio (as defined in the Revolving Credit Agreement).

The Company will pay a quarterly commitment fee under the Revolving Credit Agreement on unused Revolving Commitments ranging from 0.20 % to 0.35 % determined based upon the Company’s Total Net Debt Leverage Ratio.

Pursuant to the Revolving Credit Agreement, the Company is subject to a total leverage ratio covenant that requires that the Company’s Total Net Debt Leverage Ratio may not exceed 4.50 to 1.00, provided that the Company’s Total Net Debt Leverage Ratio for the fiscal quarter ending December 31, 2025, may not exceed 4.75 to 1.00.

The Company is also subject to a consolidated interest coverage ratio covenant that requires that the Company’s Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) may not be less than 3.50 to 1.00 and a secured net debt leverage ratio covenant that requires that the Company’s Secured Net Debt Leverage Ratio (as defined in the Revolving Credit Agreement) may not exceed 3.00 to 1.00.

The New Revolver has an accordion feature, which allows the Company to request incremental commitments of up to $ 100 million plus additional incremental amounts so long as maximum leverage requirements are met.

In the fourth quarter of 2025, the Company expects to record a non-cash write-off of deferred financing costs of approximately $ 0.6 million related to the exiting ABL lender in Interest Expense within the Consolidated Condensed Statements of Operations.

The Company has not yet finalized the purchase price allocation.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements