Kimball Electronics, Inc. 10-Q

Item 5. Other Information During the three months ended March 31, 2026, no officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” We are providing the following disclosure in this Form 10-Q in lieu of filing such information on a Current Report on Form 8-K. Item 1.01 Entry into a Material Definitive Agreement On April 30, 2026, Kimball Electronics, Inc. (the “Company”) entered into an amended and restated credit agreement (the “Restated Credit Agreement”) among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Documentation Agent. The Restated Credit Agreement amends and restates the Company’s primary credit facility which was scheduled to mature on May 4, 2027 (the “Primary Credit Facility”). Among other things, the Restated Credit Agreement (1) allows for revolving borrowings of $300 million, with the option to increase the amount available for revolving borrowings by an additional $150 million (to a total of $450 million) at the Company’s request, subject to the consent of each lender participating in such increase, with a maturity date of April 30, 2031; (2) defines the interest rate calculation method dependent on the class, type, and currencies of borrowings; (3) defines the limitations for a supply chain financing program; and (4) as part of its rebranding, subject to Share Owners’ approval, provides for updates to the Company’s trade name to Kimball Solutions, Inc. and also its subsidiaries. 32 The terms for the term loan borrowings remain largely unchanged in the Restated Credit Agreement. It continues to maintain the maturity date of December 20, 2029 for such term loan borrowings and the quarterly payment schedule for such term loan borrowings. Pursuant to the Restated Credit Agreement, the Company will use the proceeds (i) to refinance existing indebtedness and (ii) for working capital purposes and general corporate purposes of the Company. A commitment fee of the unused portion of principal amount of the credit facility is payable at a rate that ranges from 10.0 to 25.0 basis points per annum as determined by the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA, as defined in the Revised Credit Agreement, but unchanged from the prior Primary Credit Facility. The interest rate on borrowings is dependent on the class, type, and currencies of borrowings and will be one of the following options: • any Term Benchmark borrowing denominated in U.S. Dollars will utilize the Secured Overnight Financing Rate (“SOFR”), which is a rate per annum equal to the secured overnight financing rate for such business day published by the SOFR Administrator, the Federal Reserve Bank of New York, on the immediately succeeding business day, plus the Revolving Commitment Term Benchmark spread or Term Loan Term Benchmark spread which can range from 110.0 to 185.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA; • any Term Benchmark borrowing denominated in Euros will utilize the Euro Interbank Offered Rate (“EURIBOR”) in effect two target days prior to the advance (adjusted upwards to reflect bank reserve costs) for such interest period as defined in the agreement, plus the Revolving Commitment Term Benchmark spread or Term Loan Term Benchmark spread which can range from 110.0 to 185.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA; or • the Alternate Base Rate (“ABR”), which is defined as the highest of the fluctuation rate per annum equal to the higher of: a. Prime Rate in the U.S. last quoted by the Wall Street Journal, and if this is ceased to be quoted, the highest bank prime loan rate or similar loan rate quoted by the Federal Reserve Board; b. 1/2 of 1% per annum above the Federal Reserve Bank of New York (NYFRB) Rate (as defined under the Credit Agreement); or c. 1% per annum above the Term SOFR Rate (as defined under the Credit Agreement); plus the Revolving Commitment ABR spread or Term Loan ABR spread which can range from 0.0 to 75.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA. Under the Restated Credit Agreement, the ABR Spread and Benchmark Spread for Term Loan borrowings remain the same as for Revolving Commitment borrowings. The Company’s financial covenants under the Restated Credit Agreement are unchanged from the Primary Credit Facility, with the exception of the change in the first covenant below from “unencumbered U.S. cash on hand in the United States in excess of $15 million” to “Unrestricted Cash in an amount not to exceed $25,000,000,” and require: • a ratio of consolidated total indebtedness minus unrestricted cash, as defined in the Restated Credit Agreement, in an amount not to exceed $25 million to adjusted consolidated EBITDA, determined as of the end of each of its fiscal quarters for the then most recently ended four fiscal quarters, to not be greater than 3.0 to 1.0; provided, however, that for each fiscal quarter end during the four quarter period following a material permitted acquisition, as defined in the Restated Credit Agreement, the Company will not permit this financial covenant to be greater than 3.5 to 1.0 for each such fiscal quarter end, and • an interest coverage ratio, defined as that ratio of consolidated EBITDA for such period to cash interest expense for such period, for any period of four consecutive fiscal quarters ending during any period set forth below, to not be less than 3.5 to 1.0. The foregoing description of the Restated Credit Agreement does not purport to be complete and is qualified by its entirety by reference to the full text of the Restated Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under Item 1.01 related to the Restated Credit Agreement is incorporated by reference in this Item 2.03. 33 Item 6. Exhibits Exhibits (numbered in accordance with Item 601 of Regulation S-K) Incorporated by Reference Exhibit No. Description Form Period Ending Exhibit Filing Date 3.1 Amended and Restated Articles of Incorporation of the Company 8-K 3.1 2/18/2021 3.2 Amended and Restated By-Laws of the Company 8-K 3.2 9/23/2024 10.1 Amended and Restated Credit Agreement, dated as of April 30, 2026, among Kimball Electronics, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Documentation Agent Filed Herewith 31.1 Certification filed by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith 31.2 Certification filed by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith 32.1 (a) Certification furnished by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished Herewith 32.2 (a) Certification furnished by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished Herewith 101.INS Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document Filed Herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed Herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed Herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed Herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed Herewith 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed Herewith (a) In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and 32.2 will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. 34 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KIMBALL ELECTRONICS, INC. By: /s/ RICHARD D. PHILLIPS Richard D. Phillips Chief Executive Officer May 6, 2026 By: /s/ JANA T. CROOM Jana T. Croom Chief Financial Officer May 6, 2026 35