What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-26 · 95 added, 92 removed, 584 unchanged (24% of the section changed)

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% of consolidated net sales

The end market sales for 2022 were adjusted by immaterial amounts to align the classification of certain customers in connection with our acquisitions during that year with our enterprise-level end market information.

MARKETING AND DISTRIBUTION

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Our sales engineers generally service our largest customers with application-specific products.

A vast majority of our products are engineered solutions.

The vast majority of our products are engineered solutions.

The sales engineers work closely with major customers in designing and developing products to meet specific customer requirements.

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The following are the most significant raw materials and purchased components:

conductive inks and contactors, passive connectivity components, integrated circuits and semiconductors, certain rare earth elements ("REEs"), ceramic powders, plastic components, molding compounds, printed circuit boards and assemblies, quartz blanks and crystals, wire harness assemblies, copper, brass, silver, gold, platinum, lead, aluminum, and steel-based raw materials and components.

These raw materials and parts are purchased from a number of suppliers.

These raw materials and parts are purchased or leased from a number of suppliers.

Although we purchase all of our semiconductors, REEs, conductive inks, and silver pastes from a limited number of suppliers, alternative sources are generally available.

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CTS’s patents cover inventions relating to products that its engineers have designed, as well as for methods and technology related to CTS’s manufacturing processes.

CTS obtained 21 patents in 2024, including six U.S.

patents, nine patents in Asia, and six patents in Europe.

CTS obtained 24 patents in 2025, including ten U.S.

patents, six patents in Asia, and eight patents in Europe.

CTS currently owns approximately 285 patents worldwide including 144 active U.S.

CTS also has 55 existing patent applications that are currently being examined in the U.S., Europe, and Asia.

Furthermore, CTS owns seven registered U.S.

Furthermore, CTS owns eight registered U.S.

trademarks, most of which are also registered in jurisdictions throughout the world.

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Our net sales to significant customers as a percentage of total net sales were as follows:

Years Ended December 31,

Year Ended December 31,

Toyota Motor Corporation

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We compete with domestic and foreign manufacturers principally based on product features, technology, price, quality, reliability, delivery, and service.

Most of our product lines encounter significant global competition.

The number of competitors varies across product line.

Most of our product lines encounter competition globally.

The number of competitors varies across product lines.

No one competitor competes with us in every product line, but some competitors are larger and more diversified than we are.

Some customers have reduced or plan to reduce their number of suppliers, while increasing their volume of purchases.

Some customers have reduced or may plan to reduce their number of suppliers, while increasing their volume of purchases.

In certain other cases customers may choose to use multiple vendors to source products, which could impact our volumes and revenues.

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We believe the business risks to our non-U.S.

operations, though substantial, are normal risks for global businesses.

operations, though substantial, are ordinary course of business.

These risks include currency controls and changes in currency exchange rates, longer collection cycles, political and fulfillment risks, economic downturns and inflation, government regulations, and expropriation.

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We have a global business, and our employees reflect the diversity of our geographic footprint.

Below is a summary of our employees by location and gender as of December 31, 2024.

Below is a summary of our employees by location as of December 31, 2025.

North America

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Empowering our employees’ distinctive talents delivers customer value and advances our culture and engagement.

We strive to create an inclusive workplace where everyone feels valued, respected, appreciated, and embraced because of their differences – a place where every employee can be themselves so they can reach their highest potential and help us achieve our business goals.

We strive to create a workplace where everyone feels valued, respected, appreciated, and embraced – a place where every employee can be themselves so they can reach their highest potential and help us achieve our business goals.

Our employees must adhere to a Code of Ethics that sets standards for appropriate behavior.

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In the competitive environment in which we operate, employees need to replenish their knowledge and acquire new skills.

CTS provides growth and development opportunities through programs such as Education Reimbursement, Situational Leadership, Leadership Essentials, and the Accelerated Leadership Program.

CTS provides growth and development opportunities through programs such as Education Reimbursement, Situational Leadership, and Leadership Essentials.

In addition, we have a mentorship program for key employees to leverage internal leadership and expertise.

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We value and are proud of the contributions that our employees make.

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EXECUTIVE OFFICERS OF THE COMPANY

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President, Chief Executive Officer and Chairman of the Board

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Ashish Agrawal

Vice President and Chief Financial Officer

Scott D’Angelo

Vice President, Chief Legal and Administrative Officer and Secretary

Martin Baumeister

Senior Vice President

Pratik Trivedi

Senior Vice President

Senior Vice President, Chief Operating Officer

Kieran O’Sullivan – 63 – President, Chief Executive Officer and Chairman of the Board.

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Agrawal was with General Electric Company in various positions beginning in December 1994.

Scott D’Angelo – 54 – Vice President, Chief Legal and Administrative Officer and Secretary.

D’Angelo joined CTS in February 2021 and was elected General Counsel and Secretary on February 11, 2021.

Mark Pacioni – 60 – Vice President, Chief Legal and Administrative Officer and Secretary.

On July 1, 2025, Mr.

Pacioni was appointed Chief Legal and Administrative Officer and Corporate Secretary of CTS.

Prior to joining CTS, Mr.

D’Angelo was a member of the International Commercial and Trade Practice Group of Baker McKenzie, LLP, an international law firm, from March 2019, and served as Vice President, Deputy General Counsel & Chief Compliance Officer of Fortune Brands Home & Security, Inc., a leading home and security products company, from May 2015 and, prior to that, served in several senior roles with McDonald’s Corporation.

Martin Baumeister – 58 – Senior Vice President.

Baumeister joined CTS on January 14, 2020.

Immediately prior to joining CTS, Mr.

Baumeister served as Executive Director - Product Line Electronics Americas at Vitesco Technologies Group AG, an automotive supplier, since October 2019.

Prior to that role, Mr.

Baumeister served as Executive Director Electronics Americas when Continental AG separated that subsidiary into an independent entity from July 2018, and served as Executive Director - Global Customer Head from February 2015.

Pratik Trivedi – 46 – Senior Vice President.

Pacioni served as Chief Legal Officer and Secretary of CareerBuilder, LLC, a provider of job search engines, talent management software, and other recruitment related services from 2019 to 2024 and its successor company, CareerBuilder + Monster, from 2024 until June 2025.

Prior thereto, he held senior legal roles at The Boeing Co., Molex, Inc., and Knowles Corp.

In addition to his in-house experience, Mr.

Pacioni was in private practice representing public companies on transactions and governance matters and was Special Counsel at the U.S.

Securities and Exchange Commission.

Pratik Trivedi – 47 – Senior Vice President, Chief Operating Officer.

On November 26, 2025, Mr.

Trivedi was appointed Chief Operating Officer, effective December 5, 2025.

Trivedi joined CTS on April 29, 2024.

Immediately prior to joining CTS, Mr.

Prior to joining CTS, Mr.

Trivedi served as Vice President, North America for the mobility business of Eaton Corporation plc, a global power management company, since 2017.

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Our principal corporate office is located at 4925 Indiana Avenue, Lisle, Illinois 60532.

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Our internet address is www.ctscorp.com.

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Other than the documents that we file with or furnish to the SEC that are incorporated by reference herein, the information contained on or accessible through our website is not part of this or any other report we file or furnish to the SEC.

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Investors and others should note that we announce material financial information to our investors using the Investors section of our website ( ctscorp.com/investors ), SEC filings, press releases, public conference calls and webcasts.

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We may not have sufficient capacity at any given time to meet our customers' demands.

In addition, because many of our costs and operating expenses are relatively fixed over the short term, a reduction in customer demand could harm our gross margin and operating income until such time as adjustments can be made to activity and operating levels or to structural costs.

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because many of our costs and operating expenses are relatively fixed over the short term, a reduction in customer demand could harm our gross margin and operating income until such time as adjustments can be made to activity and operating levels or to structural costs.

Deterioration of general economic, political, credit and/or capital market conditions could adversely affect our financial performance, our ability to grow or sustain our business, financial condition and results of operations, and our ability to access the capital markets.

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Global economic and political conditions affect our business and the businesses of our customers and suppliers.

Recessions, economic downturns, price instability, inflation, slowing economic growth and social and political instability in the markets where we compete could negatively affect our revenues and financial performance, and adversely impact our ability to grow or sustain our business.

For example, current macroeconomic and political instability caused by the Russia-Ukraine conflict (as discussed below), global supply chain disruptions and inflation have adversely impacted and could continue to adversely impact our business and financial results.

Recessions, economic downturns, price instability, increased tariffs, inflation, slowing economic growth and social and political instability in the markets where we compete could negatively affect our revenues and financial performance, and adversely impact our ability to grow or sustain our business.

These uncertainties could impact the expected cash flows to be generated by an asset or group of assets and may result in an impairment of those assets.

For example, current macroeconomic and political instability caused by the ongoing conflict between Russia and Ukraine (which we refer to as the "Russia-Ukraine conflict"), global supply chain disruptions and inflation have adversely impacted and could continue to adversely impact our business and financial results.

The capital and credit markets provide us with liquidity to operate and grow our business beyond the liquidity that operating cash flows provide.

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Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing Russia-Ukraine conflict or other geopolitical tensions and conflict.

The ongoing conflict between Russia and Ukraine (which we refer to as the “Russia-Ukraine conflict”) has adversely affected the global economy, and the geopolitical tensions and conflicts it generates may continue to negatively impact our operations.

The ongoing Russia-Ukraine conflict has adversely affected the global economy, and the geopolitical tensions and conflicts it generates may continue to negatively impact our operations.

It has resulted in heightened economic sanctions from the U.S., the U.K., the European Union (the "E.U.") and the international community.

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Similar geopolitical tensions and political and/or armed conflicts, including tensions between the U.S.

and China, China and Taiwan, and the conflict between Israel and Palestine could adversely impact our employees, financial performance, and global operations, including by, among other things, jeopardizing the safety of our employees and facilities, disrupting our and our partners’ production, supply chain and logistics and communications, and causing market volatility, which could adversely impact our sales and/or amplify or affect many of our other risks described elsewhere in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

The impacts of supply chain constraints and inflationary pressures could adversely impact our operating results.

and China and China and Taiwan could adversely impact our employees, financial performance, and global operations, including by, among other things, jeopardizing the safety of our employees and facilities, disrupting our and our partners’ production, supply chain and logistics and communications, and causing market volatility, which could adversely impact our sales and/or amplify or affect many of our other risks described elsewhere in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

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The impacts of supply chain constraints, increased tariffs and inflationary pressures could adversely impact our operating results.

Our business has been, and may continue to be, impacted by supply chain constraints, including as a result of raw materials and electronic component shortages, including, in particular, shortages of semiconductor chips and resin, longer lead times, port congestion, increased freight costs and the uncertain economic environment worldwide.

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We may be required to pay higher prices for raw materials or electronic components in short supply and order these raw materials or electronic components in greater quantities to compensate for variable delivery times.

We may also be required to pay higher prices for raw materials or electronic components due to inflationary trends regardless of supply.

In addition, current proposed or future governmental policies (including tariffs) may increase the risk of inflation, which could further increase the costs of raw materials and other components for our business.

We may also be required to pay higher prices for raw materials or electronic components due to increased inflationary trends regardless of supply.

In addition, current proposed or future governmental policies (including with respect to tariffs and other trade policies) have increased the risk of inflation, and have (and may continue to) increase the costs of raw materials and other components for our business.

The supply and price of our key raw materials and electronic components can be affected by a number of factors beyond our control, including market demand, inflation, alternative sources for suppliers, global geopolitical events, global or regional disease outbreaks or pandemics, trade agreements among producing and consuming nations and governmental regulations.

Similarly, if the cost of goods continue to increase, our suppliers may seek price increases from us.

If we are unable to mitigate the impact of these matters through price increases, cost savings to offset cost increases, hedging arrangements, or other measures, our

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results of operations and financial condition could be adversely impacted.

If we are unable to mitigate the impact of these matters through price increases, cost savings to offset cost increases, hedging arrangements, or other measures, our results of operations and financial condition could be adversely impacted.

If our competitors maintain or substantially lower their prices, we may lose customers or have to reduce prices.

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Our projections may not accurately predict the volume impact of price increases, which could adversely affect our business, financial condition and results of operations.

Certain materials are primarily available in a limited number of countries, including REEs, minerals, and metals.

Trade disputes, geopolitical tensions, economic circumstances, political conditions, or public health issues may limit our ability to obtain such materials.

Although these rare earth and other materials are generally available from multiple suppliers, China is a predominant producer of these materials.

China has in the past restricted export of certain of these materials and may in the future continue to restrict, expand restrictions, or stop exporting these or other materials, and as a result, our suppliers’ ability to obtain such supply may be constrained, and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner or at a commercially reasonable cost.

Constrained supply of REEs, minerals, and metals may restrict our ability to manufacture certain of our products and make it difficult or impossible to compete with other semiconductor memory and storage manufacturers who are able to obtain sufficient quantities of these materials from China.

We sell products to customers in cyclical industries that are subject to significant downturns that could materially adversely affect our business, financial condition and operating results.

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Furthermore, significant reductions to defense spending could occur over the next several years due to government spending cuts, which could have a significant adverse impact on us.

For example, delays in sales of products for defense applications and/or push-outs may adversely impact our results of operations, including quarterly earnings.

Delays in sales of products for defense applications and/or push-outs may adversely impact our results of operations, including quarterly earnings.

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We are susceptible to trends and factors affecting industries that we serve.

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We may have difficulty finding suitable acquisition opportunities or, if we do identify these opportunities, we may not be able to complete the transactions for any number of reasons including a failure to secure financing.

In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage newly acquired businesses such as

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TEWA, Ferroperm, Maglab, and SyQwest including their operations or employees.

In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage newly acquired businesses such as TEWA, Ferroperm, Maglab, and SyQwest including their operations or employees.

Any transactions that we are able to identify and complete may involve a number of risks, including:

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We may restructure our operations or fail to execute capital projects as planned, which may materially adversely affect our business, financial condition and operating results.

We have announced and initiated restructuring plans or capital projects at various times in the recent past designed to revise and consolidate certain aspects of our operations for the purpose of improving our cost structure and operational efficiency.

We have announced and initiated restructuring plans or capital projects at various times in the past designed to revise and consolidate certain aspects of our operations for the purpose of improving our cost structure and operational efficiency.

We may incur restructuring and impairment charges in the future if circumstances warrant, which could be material.

Additionally, if we are unsuccessful in implementing restructuring plans or in executing capital projects, we may experience disruptions in our operations and higher ongoing costs, which may materially adversely affect our business, financial condition and operating results.

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We have a substantial amount of goodwill on our balance sheet.

Future write-offs of goodwill may have the effect of decreasing our earnings or increasing our losses.

We have obtained growth through acquisitions of other companies and businesses.

Under existing accounting standards, we are required to periodically review goodwill for possible impairment.

In the event that we are required to write down the value of any assets under these pronouncements, it may materially and adversely affect our earnings.

We may be unable to compete effectively against competitors.

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Product defects could result in product liability claims against us where defects cause, or are alleged to cause, property damage, bodily injury or death.

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As we grow our business, the risk of exposure to product liability litigation increases.

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EHS laws and regulations have generally become more stringent over time and could continue to do so, imposing greater compliance costs and increasing risks and penalties associated with any violation, which also could materially affect our business, financial condition and operating results.

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We have been notified by the U.S.

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Superfund liability is joint and several and we may be held responsible for more than our share of contamination at a site.

On February 8, 2023, we received a demand letter from the EPA seeking reimbursement of its past response costs and interest thereon in the amount of $9,955 relating to the CTS of Asheville, Inc.

Superfund Site, from the three potentially responsible parties associated with the site, including the Company.

See Note 11, "Contingencies," in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.

Although we estimate our potential environmental liability and reserve for such matters, including the Asheville site, we cannot assure you that our reserves will be sufficient to cover the actual costs that we incur as a result of these matters.

See Note 11, "Commitments and Contingencies," in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.

Although we estimate our potential environmental liability and reserve for such matters we cannot assure you that our reserves will be sufficient to cover the actual costs that we incur as a result of these matters.

Future events, such as the notification of potential liability at new sites, the discovery of additional contamination or changes to an approved remedy at an existing site, changes to existing EHS laws and regulations or their interpretation, and more rigorous regulatory action by government authorities, may require additional expenditures by us, which could have a negative impact on our operations.

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Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.

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Uncertainty over global tariffs and trade policies, or the financial impact of tariffs and trade policies, may negatively affect our results.

Protectionist trade legislation in the United States, the E.U., the U.K., Canada, China or Mexico, such as a change in current tariff structures, export or import compliance laws, or other trade policies could adversely affect our supply chain, business and results of operations.

Similarly, further changes to United States and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new tariffs, trade embargoes, government sanctions, and trade barriers could have a similar impact.

Protectionist trade legislation in the United States, the E.U., the U.K., Canada, China or Mexico, such as new or increased tariffs structures, export or import compliance laws, or other trade policies could adversely affect our supply chain, business and results of operations.

Similarly, further changes to United States and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new or increased tariffs, trade embargoes, government sanctions, and trade barriers could have a similar impact.

Increased tariffs could require us to increase our prices, which could decrease demand for our products.

In addition, other countries may limit their trade with the United States or retaliate through their own restrictions and/or increased tariffs, which could affect our ability to export products and therefore adversely affect our sales.

In addition, other countries may limit their trade with the United States or retaliate through their own restrictions and/or new or increased tariffs, which could affect our ability to export products and therefore adversely affect our sales.

Many of these challenges, particularly tariffs, are present, or may arise in commerce with the E.U., China, and Mexico markets in which we operate and with which we do business.

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tariff structures or other trade policy affect our business and results of operations will be influenced by the specific details of the changes in tariffs or other trade policies, their timing and duration, and our effectiveness in deploying tools and strategies to address these issues.

Risks Related to Technology and Data Privacy

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During 2025, there were significant changes to tariffs by the U.S.

and other countries.

The tariff modifications are at various rates, with exemptions applicable to some categories of imports and exports.

While we are attempting to mitigate tariff-related impacts with a focus on agility in adapting to cost and price adjustments, there can be no assurance our mitigation efforts will be successful.

The Company’s management continues to monitor and evaluate the ongoing situation, with plans formulated to respond to a varied range of potential market scenarios.

Additional tariffs or future changes to the U.S.’s or other countries’ trade relations could further impact our business and negatively affect our results of operations.

Risks Related to Technology, Cybersecurity and Data Privacy

We are exposed to, and may be adversely affected by, cybersecurity threats, incidents or other disruptions to our information technology systems and data.

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As a result, we monitor our systems to protect our technology infrastructure and data.

In addition, we further attempt to mitigate these risks by employing a number of other measures, including employee training, a breach response plan, and maintenance of backup and protective systems.

In addition, we further attempt to mitigate these risks by employing a number of other measures, including employee training, an incident response plan, and maintenance of backup and protective systems.

Further, while we maintain insurance coverage that is intended to address certain aspects of cybersecurity risks, such insurance coverage may not cover all losses or all types of claims that arise.

Notwithstanding these measures, our systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity threats, any of which could have a material adverse effect on our business operations and financial performance.

We have in the past been subject to cybersecurity incidents which have not had a material impact on our business or financial condition and expect that we will be subject to additional cybersecurity incidents in the future.

We have in the past been subject to cybersecurity events and incidents of varying degrees and expect that we will be subject to additional cybersecurity events and incidents in the future.

To date however, none of the incidents or events have had a material impact on us.

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The use of AI can lead to unintended consequences, including generating content that is inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and expose us to risks related to inaccuracies or errors in the output of such technologies.

Additionally, to the extent our competitors successfully adopt AI and experience enhanced efficiencies and/or reduced costs, we may be at a competitive disadvantage that could adversely impact our business operations or financial performance.

Risks Related to Indebtedness and Financing

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or limit our ability to borrow additional funds that may be needed to operate and expand our business.

Our credit facility contains provisions that could materially restrict our business.

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Our credit facility contains provisions that could materially restrict our business.

Our revolving credit facility contains restrictions limiting our ability to:

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Any material variation between our financial projections and our actual results may adversely affect our future profitability, cash flows and stock price.

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Risks Related to Other External Factors

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• illness to our employees or their families or governmental restrictions on such employees' ability to travel or perform necessary business functions;

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• as a result of the need for us or our suppliers to operate our respective businesses with substantial modifications to employee travel and employee work locations.

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Our business and results of operations could also be adversely impacted by under-investment in physical assets or production capacity.

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Climate-related events and climate change legislation could adversely impact our business.

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limitations on insurance coverage against geopolitical risks, natural disasters, and business operations;

and communication among and with management of

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international operations.

and communication among and with management of international operations.

In addition, these same factors may also place us at a competitive disadvantage compared to some of our foreign competitors.

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We may face risks associated with violations of the Foreign Corrupt Practices Act and similar anti-bribery laws (collectively, "Anti-Bribery Laws").

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In addition, any litigation could be lengthy and costly and could materially adversely affect us even if we are successful in the litigation.

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Loss of our key management and other personnel, or an inability to attract key management and other personnel, could materially affect our business.

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Our future success depends on our ability to identify, attract, and retain qualified personnel on a timely basis.

If we were to experience turnover of senior management or if a member of our senior management were to become ill or incapacitated, our stock price, our results of operations,

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our commercial and supply chain operations and our vendor or customer relationships could each be adversely impacted, and such events may make recruiting for future management positions more difficult.

If we were to experience turnover of senior management or if a member of our senior management were to become ill or incapacitated, our stock price, our results of operations, our commercial and supply chain operations and our vendor or customer relationships could each be adversely impacted, and such events may make recruiting for future management positions more difficult.

The labor market for many of our employees is very competitive, and wages and compensation costs continue to increase.

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Further, the effectiveness of our internal controls may be impacted if we are unable to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies.

Environmental, social, and governance ("ESG") issues, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

Companies across all industries are facing increasing scrutiny relating to their ESG practices and policies.

Increased focus and activism related to ESG may hinder our access to capital or negatively impact our stock price, as investors may reconsider their capital investment based on their assessment of our ESG practices and policies.

In particular, investor advocacy groups, institutional investors, stockholders, employees, consumers, customers, regulators, proxy advisory services and other market participants have increasingly focused on ESG practices and policies of companies, including sustainability performance and risk mitigation efforts, and their effect on companies from an investor, consumer, customer or employee perspective.

If our ESG practices do not meet investor or other stakeholder expectations and standards or evolving regulatory requirements, our stock price, sales, ability to access capital markets, reputation and employee retention, among other things, may be negatively affected.

Shareholder activism efforts or unsolicited offers from a third party could cause a material disruption to our business and financial results.

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Perceived uncertainties as to our future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other instability and may affect our relationships with vendors, customers, prospective and current employees and others.

Proposed or future laws and regulations may increase the chance we become the target of shareholder activist campaigns, including ESG-related actions.

Proposed or future laws and regulations may increase the chance we become the target of shareholder activist campaigns, including environmental, social, and governance-related actions.

If shareholder activist campaigns are initiated against us, our response to such actions could be costly and time-consuming, which could divert the attention and resources of our Board of Directors, Chief Executive Officer and senior management from the pursuit of our business strategies, which could harm our business, negatively impact our stock price, and have an adverse effect on our business and financial results.

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Under the most restrictive terms of our credit agreements, our ability to pay cash dividends on our common stock is limited, as described under “Risks Related to Indebtedness and Financing.” There can be no assurance that we will continue to pay dividends in the future.

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We may not continue to repurchase our common stock or make repurchases of our common stock at favorable prices.

In February 2024, our Board of Directors approved a share repurchase program that authorizes the Company to repurchase up to $100 million of its common stock.

Any purchases will depend on a number of factors, including our evaluation of general market and economic conditions, our financial condition and the trading price of our common stock.

In November 2025, our Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $100 million of its common stock.

This program replaces the prior share repurchase program that was approved in February 2024.

The program has no set expiration date and allows for repurchases from time to time in the open market or through privately negotiated transactions.

The timing and actual amount of share repurchases, if any, will depend on a number of factors, including our evaluation of general market and economic conditions, our financial condition and the trading price of our common stock.

The repurchase program may be extended, modified, suspended or discontinued at any time.

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We can provide no assurance that we will repurchase our common stock at favorable prices, or at all.

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On August 16, 2022, the Inflation Reduction Act of 2022 (“Inflation Reduction Act”) was enacted.

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We annually review cybersecurity risk as part of our enterprise risk management process and evaluate whether to integrate those findings into our overall cybersecurity strategy.

We have a Cybersecurity Strategy Committee, which is a cross-functional team of business representatives led by our Vice President of IT & Digitization, which is responsible for spearheading the ongoing development and execution of our cybersecurity strategy.

We have a Cybersecurity Strategy Committee, which is a cross-functional team of business representatives led by our Vice President of IT, which is responsible for spearheading the ongoing development and execution of our cybersecurity strategy.

The Cybersecurity Strategy Committee meets regularly and at other times as needed, and periodically updates the Company’s management on its progress and activities.

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Please see “Risks Related to Technology and Data Privacy” in “Risk Factors” in Section 1A of this Annual Report on Form 10-K.

Our cybersecurity program is overseen by our Vice President of IT & Digitization, who has over 14 years of experience working in various information technology roles and has managed and evolved the cybersecurity function at CTS for the past three years.

Our Vice President of IT & Digitization is supported by a team of enterprise information system and security risk professionals (collectively, the “IT Team”), who are responsible for identifying, assessing, monitoring, managing and communicating the Company’s cybersecurity risks.

The IT Team includes a cybersecurity leader with over 30 years of experience in IT infrastructure, IT operations and cybersecurity, and members who hold Certified Information Systems Security Professional (CISSP) and Certified Information System Auditor (CISA) certifications and have experience developing and implementing enterprise-wide cybersecurity strategies and initiatives, managing risks relating thereto, and evaluating industry standards and regulations.

While our Board has the ultimate oversight responsibility for the risk management process, the Audit Committee is responsible for oversight of our cybersecurity strategy and risks.

The Vice President of IT & Digitization and other members of management provide t he Audit Committee with quarterly and as needed updates on the Company’s cybersecurity strategy and risks.

In addition, the Board

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is provided with an annual cybersecurity update that addresses similar topics to those discussed with the Audit Committee on a quarterly basis.

Our cybersecurity program is overseen by our Vice President of IT, who has over 20 years of experience working in various information technology roles.

Our Vice President of IT is supported by a team of enterprise information system and security risk professionals (collectively, the “IT Team”), who are responsible for identifying, assessing, monitoring, managing and communicating the Company’s cybersecurity risks.

The IT Team includes a cybersecurity director with over 20 years of experience in IT infrastructure, IT operations and cybersecurity, and members who hold Certified Information Systems Security Professional (CISSP) and Certified Information Security Manager (CISM) certifications and have experience developing and implementing enterprise-wide cybersecurity strategies and initiatives, managing risks relating thereto, and evaluating industry standards and regulations.

While our Board has the ultimate oversight responsibility for the risk management process, the Audit Committee is responsible for oversight of our cybersecurity strategy and risks.

The Vice President of IT and other members of management provide the Audit Committee with quarterly and as needed updates on the Company’s cybersecurity strategy and risks.

In addition, the Board is provided with an annual cybersecurity update that addresses similar topics to those discussed with the Audit Committee on a quarterly basis.

In the event of a reported potential cybersecurity incident, our IT Team decides whether such an incident triggers our Cybersecurity Threat Evaluation and Response Plan (the “Response Plan”).

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Kvistgaard, Denmark

Leczna, Poland

Lisle, Illinois

11 unchanged sentences

(2) Land Use Rights Agreement through 2050 includes transfer, lease and mortgage rights.

CTS CORPORATION 23

Selected China, Czech Republic, and Denmark locations above also maintain sales offices.

7 unchanged sentences

Farmington Hills, Michigan

Juarez, Mexico

Idle facility

Kaohsiung, Taiwan

16 unchanged sentences

Administrative, sales and research offices

(1) This facility relates to the ongoing restructuring activities involving the Juarez and Matamoros site consolidation.

We regularly assess our facilities for manufacturing capacity, available labor, and proximity to our markets and major customers.

1 unchanged sentence

The extent of utilization varies from plant to plant and with economic conditions.

We also review the operating costs of our facilities and

CTS CORPORATION 21

may from time-to-time relocate a portion of our manufacturing activities in order to reduce operating costs and improve asset utilization and cash flow.

We also review the operating costs of our facilities and may from time-to-time relocate a portion of our manufacturing activities in order to reduce operating costs and improve asset utilization and cash flow.

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-K

Item 1. Business