Item 5. Other Information
ITEM 5 – OTHER INFORMATION
(a)
None.
(b)
None.
(c)
During the third quarter of 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1trading arrangement” or “non-Rule 10b5-1trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
- 30 -
Table of Contents
ITEM 6 – EXHIBITS
3.1)
Restated Certificate of Incorporation of the Company, as amended (conformed copy) (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020).
3.2)
Amended and Restated By-Laws of the Company, as amended through March 11, 2022 (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on March 11, 2022).
10.1)***
Credit Agreement, dated as of October 28, 2025 among The Eastern Company as Borrower, the Lenders signatory thereto and Citizens Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2025).
10.2)***
Pledge and Security Agreement, dated as of October 28, 2025 among The Eastern Company as Borrower, the Lenders signatory thereto and Citizens Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2025).
31)
Certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32)
Certifications pursuant to Rule 13a-14(b) and 18 USC 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101)
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 27, 2025 and September 28, 2024; (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 27, 2025, and September 28, 2024; (iii) Condensed Consolidated Balance Sheets (Unaudited) as of September 27, 2025 and December 28, 2024; (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 27, 2025 and September 28, 2024 and (iv) Notes to Condensed Consolidated Financial Statements (Unaudited).**
104)
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). **
* Filed herewith.
** Furnished herewith
*** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and exhibits to the SEC or its staff upon request.
- 31 -
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE EASTERN COMPANY
(Registrant)
DATE: November 4, 2025
/s/Ryan Schroeder
Ryan Schroeder
President and Chief Executive Officer
DATE: November 4, 2025
/s/Nicholas Vlahos
Nicholas Vlahos
Vice President and Chief Financial Officer
- 32 -
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.