GARMIN LTD 10-Q

Item 5. Other Information (a) Amended and Restated Organizational Regulations On April 24, 2026, the Board of Directors (the “Board”) of Garmin Ltd. adopted amended and restated Organizational Regulations, effective immediately. The amended and restated Organizational Regulations replace the Company’s prior organizational regulations in their entirety. Among other things, the amended and restated Organizational Regulations include updates to align with recent amendments to Swiss corporate law and to streamline governance provisions with respect to the Board and Executive Management. The foregoing description is qualified in its entirety by reference to the amended and restated Organizational Regulations, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference. (c) Trading Plans During the 13-week period ended March 28, 2026 , no directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows: • On March 2, 2026 , Douglas Boessen , Chief Financial Officer and Treasurer , adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Exchange Act for the potential sale of up to (i) 2,000 shares of our common shares, and (ii) 100% of the net shares (net of tax withholding) resulting from the maximum potential equity awards vesting of 9,624 gross shares of our common shares during the plan period, subject to certain conditions. The first trade date will not occur until June 5, 2026 at the earliest, and the plan's maximum duration is until March 1, 2027 . • On March 3, 2026 , Clifton Pemble , President and Chief Executive Officer , adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Exchange Act for the potential sale of up to (i) 4,029 shares of our common shares, and (ii) 100% of the net shares (net of tax withholding) resulting from the maximum potential equity awards vesting of 47,305 gross shares of our common shares during the plan period, subject to certain conditions. The first trade date will not occur until June 15, 2026 at the earliest, and the plan's maximum duration is until March 2, 2027 . 22 Item 6. Exhibits Exhibit 3.1 Articles of Association of Garmin Ltd., as amended and restated on June 6, 2025 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 12, 2025). Exhibit 3.2‡ Organizational Regulations of Garmin Ltd., as amended and restated on April 24, 2026. Exhibit 31.1‡ Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a). Exhibit 31.2‡ Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a). Exhibit 32.1† Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 32.2† Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 101.INS‡ Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Exhibit 101.SCH‡ Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents Exhibit 104‡ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ‡ Filed herewith. † Furnished herewith. 23 SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GARMIN LTD. By /s/ Douglas G. Boessen Douglas G. Boessen Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Dated: April 29, 2026 24