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Item 9A. Controls and Procedures

2026-03-03 compared with 2025-03-11 · 43 added, 47 removed, 146 unchanged (38% of the section changed)

9 unchanged sentences

Evaluation of Disclosure Controls and Procedures

As of the end of the fiscal year ended December 28, 2024, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 240.13a-15.

As of the end of the fiscal year ended January 3, 2026, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 240.13a-15.

As defined in Exchange Act Rules 240.13a-15(e) and 240.15d-15(e), “the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C.

78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.” Based upon that evaluation, the CEO and CFO concluded that the Company’s current disclosure controls and procedures were effective as of the December 28, 2024 evaluation date.

The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

3 unchanged sentences

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under this framework, our management concluded that our control over financial reporting was effective as of December 28, 2024.

Based on our evaluation under this framework, our management concluded that our control over financial reporting was effective as of January 3, 2026.

The Company’s registered public accounting firm, Fiondella, Milone & LaSaracina LLP, has issued an attestation report on the Company’s internal control over financial reporting.

5 unchanged sentences

The Eastern Company

Naugatuck, Connecticut

Shelton, Connecticut

Opinion on Internal Control over Financial Reporting

We have audited The Eastern Company’s (the Company) internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have audited The Eastern Company’s (the Company) internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows of the Company, and our report dated March 3, 2026, expressed an unqualified opinion on those financial statements.

24 unchanged sentences

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information concerning directors is incorporated herein by reference to the information under the captions “Item No.

1 – Election of Directors” in the Company’s definitive proxy statement (the “Proxy Statement”) for the 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after December 28, 2024.

The information concerning the Company’s executive officers is incorporated herein by reference to the information under the caption “Executive Officer Biographies” in the Proxy Statement.

The information concerning the Company’s Audit Committee is incorporated herein by reference to the information under the captions “Audit Committee Financial Expert” and “The Board of Directors and Committees” in the Proxy Statement.

The information concerning directors is incorporated herein by reference to the information under the caption “Director Biographies” in the Company’s definitive proxy statement (the “Proxy Statement”) for the 2026 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after January 3, 2026.

The information concerning the Company’s executive officers is incorporated herein by reference to the information under the caption “Named Executive Officer Biographies” and “Director Biographies” in the Proxy Statement.

The information concerning the Company’s Audit Committee is incorporated herein by reference to the information under the caption “The Board of Directors and Its Committees” in the Proxy Statement.

The Audit Committee Charter is also available on the Company’s website at http://www.easterncompany.com by clicking on Governance in the “About Us” menu.

The information concerning compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the information under the caption “Delinquent Section 16(a) Reports,” if any, in the Proxy Statement.

The information concerning the Company’s insider trading policy, a copy of which is filed as Exhibit 19 to this Form 10-K, is incorporated herein by reference to the information under the caption “Insider Trading Policy” in the Proxy Statement.

The Company’s Board of Directors has adopted a Code of Business Conduct and Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, and the Company’s other financial professionals.

The information concerning the Company’s insider trading policy, a copy of which was filed as Exhibit 19 to the Company’s Annual Report for the year ended December 28, 2024, is incorporated herein by reference to the information under the caption “Insider Trading Policy” in the Proxy Statement.

The Company’s Board of Directors has adopted a Code of Business Conduct and Ethics and a Code of Ethics for Financial Employees (the “Codes”) that apply to the Company’s Chief Executive Officer, Chief Financial Officer, and the Company’s other financial professionals.

The Code of Business Conduct and Ethics is available on the Company’s website at https://www.easterncompany.com/ by clicking on Governance in the “About Us” menu.

We intend to disclose any amendment or waiver to the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions, on our website within four business days after such amendment or waiver.

We intend to disclose any amendment or waiver to the Codes that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions, on our website within four business days after such amendment or waiver.

ITEM 11 EXECUTIVE COMPENSATION

Information concerning director and executive compensation is incorporated herein by reference to the information under the captions “Director Compensation in Fiscal 2024,” “Executive Compensation,” “Stock Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” and “Termination of Employment and Change in Control Arrangements” in the Proxy Statement.

Information concerning director and executive compensation is incorporated herein by reference to the information under the captions “Summary of Annual Director Compensation,” “Director Compensation in Fiscal 2025,” and “Executive Compensation,” in the Proxy Statement.

The Compensation Committee of the Board of Directors operates under the Compensation Committee Charter, which can be found on the Company’s website at https://www.easterncompany.com/ by clicking on Governance in the “About Us” menu.

1 unchanged sentence

Securities authorized for issuance under equity compensation plans

The following table sets forth information regarding securities authorized for issuance under the Company’s equity compensation plans as of December 28, 2024, consisting of the Company’s 2020 Executive Stock Incentive Plan (the “2020 Plan”).

The following table sets forth information regarding securities authorized for issuance under the Company’s equity compensation plans as of January 3, 2026, consisting of the Company’s 2020 Executive Stock Incentive Plan (the “2020 Plan”).

Equity Compensation Plan Information

10 unchanged sentences

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding transactions with related persons is incorporated herein by reference to information under the caption “Policies and Procedures Concerning Related Persons Transactions” in the Proxy Statement.

Information regarding director independence is incorporated herein by reference to the information under the captions “Item No.1 – Election of Directors” and “The Board of Directors and Committees” in the Proxy Statement.

Information regarding transactions with related persons is incorporated herein by reference to information under the caption “Related Persons Transactions” in the Proxy Statement.

Information regarding director independence is incorporated herein by reference to the information under the caption “Director Qualifications, Evaluations, Nominations and Independence” in the Proxy Statement.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning principal accountant fees and services is incorporated herein by reference to the information under the caption “Item No.

Information concerning principal accountant fees and services is incorporated herein by reference to the information under the caption “Proposal No.

3 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Form 10-K:

(a) Documents filed as part of this Form 10-K:

(1) Financial statements

Consolidated Balance Sheets — December 28, 2024 and December 30, 2023

Consolidated Statements of Income — Fiscal years ended December 28, 2024 and December 30, 2023

Consolidated Statements of Comprehensive Income — Fiscal years ended December 28, 2024 and December 30, 2023

Consolidated Statements of Shareholders’ Equity — Fiscal years ended December 28, 2024 and December 30, 2023

Consolidated Statements of Cash Flows — Fiscal years ended December 28, 2024 and December 30, 2023

Consolidated Balance Sheets — January 3, 2026 and December 28, 2024

Consolidated Statements of Income — Fiscal years ended January 3, 2026 and December 28, 2024

Consolidated Statements of Comprehensive Income — Fiscal years ended January 3, 2026 and December 28, 2024

Consolidated Statements of Shareholders’ Equity — Fiscal years ended January 3, 2026 and December 28, 2024

Consolidated Statements of Cash Flows — Fiscal years ended January 3, 2026 and December 28, 2024

Notes to Consolidated Financial Statements

6 unchanged sentences

001-35383) filed on May 6, 2020).

Amended and Restated By-Laws of the Company, as Amended through March 11, 2022 (incorporated herein by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K (SEC File No.

001-35383) filed on March 11, 2022).

Second Amended and Restated Bylaws of the Company, effective as of February 25, 2026 (filed herewith).

Description of Securities (incorporated by reference to Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020 (SEC File No.

001-35383) filed on May 6, 2020).

Amended and Restated Employment Agreement, dated as of November 14, 2023, between the Company and Mark Anthony Hernandez (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on November 15, 2023).

Separation Agreement and General Release, dated November 4, 2024, between the Company and Mark Anthony Hernandez (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on November 8, 2024).

Employment Agreement, effective as of November 6, 2024, between the Company and Ryan Schroeder (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.

8 unchanged sentences

333-238565), filed on May 21, 2020).

Credit Agreement dated as of June 16, 2023 among the Company as Borrower, the Lenders signatory thereto and TD Bank, N.A., as the administrative agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on June 20, 2023).

Pledge and Security Agreement, dated as of June 16, 2023 among the Company, certain of its subsidiaries (as grantors), and TD Bank, N.A., as administrative agent for the benefit of the Secured Creditors (as defined therein) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on June 20, 2023).

Credit Agreement, dated as of October 28, 2025, among the Company as Borrower, the Lenders signatory thereto and Citizens Bank, N.A., as the administrative agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on November 3, 2025).

Pledge and Security Agreement, dated as of October 28, 2025 among the Company as Borrower, the Lenders signatory thereto and Citizens Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No.

001-35383), filed on November 3, 2025).

Form of The Eastern Company Stock Award Agreement (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (SEC File No.

4 unchanged sentences

001-35383), filed on May 16, 2024).

The Eastern Company Insider Trading Policy (filed herewith).

The Eastern Company Insider Trading Policy (incorporated herein by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K (SEC File No.

001-35383) filed on March 11, 2025).

Subsidiaries of the Company (filed herewith).

1 unchanged sentence

Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

The Eastern Company Clawback Policy in the Event of a Financial Restatement (incorporated herein by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K (SEC File No.

001-35383) filed on March 12, 2024).

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023;

(ii) the Consolidated Statements of Income for the fiscal years ended December 28, 2024 and December 30, 2023;

(iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2024 and December 30, 2023;

(iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 28, 2024 and December 30, 2023;

(v) the Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024 and December 30, 2023;

The following materials from the Company’s Annual Report on Form 10-K for the year ended January 3, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets as of January 3, 2026 and December 28, 2024;

(ii) the Consolidated Statements of Income for the fiscal years ended January 3, 2026 and December 28, 2024;

(iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended January 3, 2026 and December 28, 2024;

(iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 3, 2026 and December 28, 2024;

(v) the Consolidated Statements of Cash Flows for the fiscal years ended January 3, 2026 and December 28, 2024;

and (vi) the Notes to the Consolidated Financial Statements (filed herewith).

5 unchanged sentences

Charged to Costs

(2) Charged to Other Accounts-Describe

Charged to Other

Accounts-Describe

Balance at End

Fiscal year ended December 28, 2024:

Fiscal year ended January 3, 2026:

Deducted from asset accounts:

Allowance for doubtful accounts

$ -40,446 (a)

Fiscal year ended December 28, 2024:

1 unchanged sentence

Allowance for doubtful accounts

$ -163,132 (a)

(a) Uncollectible accounts written off, net of recoveries.

10 unchanged sentences

Ryan Schroeder

President, Chief Executive Officer

(Principal Executive Officer)

President, Chief Executive Officer (Principal Executive Officer), Director

/s/ Nicholas Vlahos

14 unchanged sentences

March 3, 2026

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 9A. Controls and Procedures