What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-08-19 compared with 2025-08-22 · 188 added, 123 removed, 1025 unchanged (23% of the section changed)

106 unchanged sentences

Accrued expenses 58,860 46,489

Liabilities held for sale — 8,594

Total current liabilities 332,095 318,561

1 unchanged sentence

Long-term debt under credit facilities, less current portion 108,000 129,650

Long-term income taxes payable — 3,255

Other long-term liabilities 66,843 59,217

11 unchanged sentences

Retained earnings 361,508 333,548

Accumulated other comprehensive loss 1,063 ( 17,807 )

Accumulated other comprehensive income (loss) ( 4,672 ) 1,063

Treasury stock, at cost:

58 unchanged sentences

Net income $ 27,960 $ 16,984 $ 20,511

Adjustments to reconcile net income to net cash provided by (used for):

Adjustments to reconcile net income to net cash provided by:

Depreciation and amortization 38,705 36,994 38,030

Gain on sales of assets

( 1,139 ) ( 15 ) ( 23 )

(Gain)/loss on sales of assets 506 ( 1,139 ) ( 15 )

Deferred income taxes 530 ( 6,243 ) ( 8,852 )

11 unchanged sentences

Accrued expenses and taxes payable 13,279 ( 14,137 ) ( 10,548 )

Net cash provided by (used for) operating activities 183,937 73,217 ( 13,804 )

Net cash provided by operating activities 72,267 183,937 73,217

Cash Flows From Investing Activities:

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Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash 904 2,325 ( 755 )

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 10,688 34,915 ( 5,987 )

Net Increase in Cash, Cash Equivalents, and Restricted Cash 174 10,688 34,915

Cash, Cash Equivalents, and Restricted Cash at Beginning of Year (1)

25 unchanged sentences

Compensation expense related to stock compensation plans 6,773 6,773

Performance share issuance ( 84,000 shares)

Performance and restricted share issuance ( 108,000 and 19,000 shares, respectively)

( 3,027 ) 1,549 ( 1,478 )

Repurchase of Common Stock ( 136,000 shares) (including excise tax)

( 3,035 ) ( 3,035 )

Amounts at June 30, 2024 $ 319,463 $ 316,564 $ ( 17,807 ) $ ( 77,759 ) $ 540,461

5 unchanged sentences

( 2,379 ) 1,341 ( 1,038 )

Repurchase of Common Stock ( 136,000 shares)

Charitable donation of common stock ( 2,000 shares)

Repurchase of Common Stock ( 653,000 shares) (including excise tax)

( 11,958 ) ( 11,958 )

20 unchanged sentences

We provide electronics manufacturing services (“EMS”), including engineering and supply chain support, to customers in the automotive, medical, and industrial end markets.

We further produce higher level and final assemblies and offer contract manufacturing organization (“CMO”) solutions which include the production of medical disposables and drug delivery devices, from precision molded plastics and cold chain management to drug integration.

We further produce higher level and final assemblies and offer contract development and manufacturing organization (“CDMO”) solutions which include the production of medical disposables and drug delivery devices, from precision molded plastics and cold chain management to drug integration.

Our design and manufacturing expertise coupled with robust processes and procedures help us ensure that we deliver the highest levels of quality, reliability, and service throughout the entire life cycle of our customers’ products.

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We are well recognized by customers and industry trade publications for our excellent quality, reliability, and innovative service.

We intend to change our name to Kimball Solutions, Inc., subject to Share Owners’ approval, to reflect our strategic focus as a full-service provider.

Principles of Consolidation:

The Consolidated Financial Statements include the accounts of all domestic and foreign subsidiaries.

All significant intercompany balances and transactions have been eliminated in the consolidation.

All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates:

5 unchanged sentences

Our operating segments meet the aggregation criteria under the current accounting guidance for segment reporting.

As of June 30, 2025, all of our operating segments provide contract manufacturing services, including engineering and supply chain support, for the production of electronic assemblies and other products including precision molded plastics drug delivery devices primarily in automotive, medical, and industrial applications, to the specifications and designs of our customers.

As of June 30, 2026, all of our operating segments provide contract manufacturing services, including engineering and supply chain support, for the production of electronic assemblies and other products including precision molded plastics and drug delivery devices.

Our contract manufacturing services support primarily automotive, medical, and industrial applications, to the specifications and designs of our customers.

The nature of the products, the production process, the type of customers, and the methods used to distribute the products have similar characteristics across all our operating segments.

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Customary terms require payment within 30 to 45 days, with any terms beyond 45 days being considered extended payment terms.

We participate in our customers’ supply chain financing arrangements for certain of our accounts receivables in order to extend terms for the customer without negatively impacting our cash flow.

We participate in our customers’ supply chain financing arrangements for certain of our accounts receivable in order to extend terms for the customer without negatively impacting our cash flow.

These arrangements in all cases do not contain recourse provisions which would obligate us in the event of our customers’ failure to pay.

Receivables are considered sold when they are transferred beyond the reach of Kimball Electronics and its creditors, the purchaser has the right to pledge or exchange the receivables, and we have surrendered control over the transferred receivables.

During fiscal years 2025, 2024, and 2023, we sold $ 338.4 million, $ 410.0 million, and $ 485.4 million of accounts receivable, respectively.

During fiscal years 2026, 2025, and 2024, we sold $ 315.8 million, $ 338.4 million, and $ 410.0 million of accounts receivable under these arrangements, respectively.

Factoring fees were $ 2.7 million, $ 2.3 million, and $ 3.4 million during fiscal years 2026, 2025, and 2024, respectively.

Factoring fees are recorded in Non-operating income (expense), net on our Consolidated Statements of Income for the fiscal year ended June 30, 2025.

Factoring fees are recorded in Non-operating income (expense), net on our Consolidated Statements of Income for the fiscal years ended June 30, 2026 and June 30, 2025.

Prior to fiscal year 2025, factoring fees were recorded in Selling and Administrative Expenses.

Beginning in fiscal year 2025, we are also a party to a Receivables Purchase Agreement (the “RPA”) with a third-party banking institution for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the bank that is a party to the RPA.

Receivables sold pursuant to the RPA are serviced by us.

Under the program, we sell our entire interest in certain receivables at the invoice amount less a discount.

We are also a party to receivables purchase agreements (“RPA’s”) with third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are a party to the RPA’s.

Receivables sold pursuant to the RPA’s are serviced by us.

Under the RPA’s, we sell our entire interest in certain receivables at the invoice amount less a discount.

Upon sale, these receivables are removed from the Consolidated Balance Sheets and cash received is presented as cash provided by operating activities in the Consolidated Statements of Cash Flows.

We are required to remit amounts collected as a servicer under the RPA on a weekly basis to the financial institution that purchased the receivables.

Our risks with respect to receivables we service include commercial disputes regarding such receivables and no greater than 5.0 % of sold and outstanding receivables in the event of customer insolvency.

In fiscal year 2025, under this program, we sold $ 19.4 million of receivables and incurred discount fees of $ 0.1 million, recorded in Non-operating income (expense), net on our Consolidated Statements of Income.

Receivables sold under the RPA and subject to our servicing that remained outstanding and uncollected as of June 30, 2025 were $ 19.4 million.

We are required to remit amounts collected as a servicer under the RPA’s timely to the financial institution that purchased the receivables.

Our risks with respect to receivables we service include

commercial disputes regarding such receivables and, under one of the RPA’s, no greater than 5 % of sold and outstanding receivables in the event of customer insolvency.

In fiscal years 2026 and 2025, under the RPA’s, we sold $ 171.3 million and $ 19.4 million of receivables and incurred discount fees of $ 1.1 million and $ 0.1 million, respectively, recorded in Non-operating income (expense), net on our Consolidated Statements of Income.

Receivables sold under the RPA and subject to our servicing that remained outstanding and uncollected as of June 30, 2026 and June 30, 2025 were $ 49.0 million and $ 19.4 million, respectively.

Of the $ 49.0 million outstanding and uncollected at June 30, 2026, $ 22.0 million is subject to the 5 % customer insolvency provision.

In limited circumstances, our China operation may receive banker’s acceptance drafts from customers as payment on account.

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Drafts received and outstanding would be reflected in Receivables on the Consolidated Balance Sheets until the banker’s drafts are sold at a discount, transferred in settlement of current accounts payable, or cash is received at maturity.

Banker’s acceptance drafts sold at a discount or transferred in settlement of current accounts payable during fiscal year 2025 were $ 14.3 million.

No banker’s acceptance drafts were sold at a discount or transferred in settlement of current accounts payable during fiscal years 2024 and 2023.

In fiscal year 2024, changes to the expected timing of payments from and risk of default for a customer resulted in the recording of an allowance for credit losses in Selling and Administrative Expenses on our Consolidated Statements of Income.

Banker’s acceptance drafts sold at a discount or transferred in settlement of current accounts payable during fiscal years 2026 and 2025 were $ 46.3 million and $ 14.3 million, respectively.

No banker’s acceptance drafts were sold at a discount or transferred in settlement of current accounts payable during fiscal year 2024.

In fiscal year 2024, changes to the expected timing of payments from and risk of default for a customer resulted in the recording of an allowance for credit losses of $ 2.0 million in Selling and Administrative Expenses on our Consolidated Statements of Income.

An additional $ 0.4 million allowance was recorded in fiscal year 2026.

Although the customer is not in bankruptcy and we will continue to pursue full recovery, an allowance was deemed necessary in consideration of the expected timing of payments and risk of default.

1 unchanged sentence

At June 30, 2026, the noncurrent receivable associated with this customer in Other Assets, net totaled $ 2.3 million, which is net of the $ 2.4 million allowance for expected credit losses.

The $ 2.4 million allowance for expected credit losses does not include fully reserved unpaid late payment fees.

The current portion of receivables from this customer is $ 1.8 million at June 30, 2026.

58 unchanged sentences

Income Taxes:

Deferred income tax assets and liabilities, recorded in Other Assets and Other long-term liabilities, respectively, in the Consolidated Balance Sheets, are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

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Adopted in Fiscal Year 2026:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance on Improvements to Reportable Segment Disclosures, requiring additional, more detailed information about a reportable segment.

The guidance is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance on Improvements to Income Tax Disclosures, intended to enhance the transparency and decision usefulness of income tax disclosures.

The guidance is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company adopted the standard for the year ended June 30, 2026.

See Note 1 7 - Segment Reporting for more information.

See Note 12 - Income Taxes for more information.

Not Yet Adopted:

In December 2025, FASB issued guidance on Interim Reporting, intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the guidance can be applied prospectively or retrospectively.

We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In September 2025, the FASB issued guidance on Accounting for Internal-Use Software, intended to modernize the accounting for software costs and changing the requirements for capitalization of software costs.

The guidance is effective for fiscal years beginning after December 15, 2027 and for interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period, and the guidance can be applied prospectively, retrospectively, or

on a modified transition approach.

We will adopt this guidance prospectively on July 1, 2026, and the adoption of this guidance will not have a material impact on our consolidated financial statements.

In November 2024, the FASB issued guidance on Expense Disaggregation Disclosures, requiring more disclosure about the types of expenses presented in our expense captions.

2 unchanged sentences

We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In December 2023, the FASB issued guidance on Improvements to Income Tax Disclosures, intended to enhance the transparency and decision usefulness of income tax disclosures.

The guidance is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company plans to adopt the standard for the year ended June 30, 2026 and will include any additional disclosures in its Annual Report on Form 10-K for the fiscal year.

Note 2 Revenue from Contracts with Customers

4 unchanged sentences

Automotive (1)

$ 656.9 $ 708.5 $ 793.3

Medical 412.8 396.2 425.7

Industrial (1)

361.7 382.0 495.5

Total net sales $ 1,431.4 $ 1,486.7 $ 1,714.5

(1) For the years ended 2025 and 2024, $ 29.4 million and $ 33.1 million of the industrial net sales to certain customers previously included in the automotive vertical, specifically those customers more aligned with commercial vehicle applications versus passenger vehicles, are now reflected in the industrial vertical to better reflect the nature of the program.

For fiscal years 2026, 2025, and 2024, approximately 99 %, 98 %, and 96 % of our net sales, respectively, were recognized over time as manufacturing services were performed under a customer contract on a product with no alternative use and we have an enforceable right to payment for performance completed to date.

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Note 3 Sale of GES

Following approval by our Board of Directors, on July 31, 2024, we entered into a definitive agreement and closed on the sale of 100% of the equity interests in GES to Averna Test Systems, Inc., resulting in cash proceeds after costs to sell of $ 18.5 million.

The pre-tax gain recognized on the sale in fiscal year 2025 was $ 2.4 million.

In fiscal year 2024, following the Company’s decision to divest of GES, we classified the disposal group as held for sale and recognized $ 22.9 million in pre-tax impairment charges.

The following table summarizes net sales and income (loss) before taxes on income for the disposal group:

The following table summarizes net sales and income (loss) before taxes on income for GES:

(Amounts in Thousands) 2026 2025 2024

2 unchanged sentences

$ ( 383 ) $ 2,112 $ ( 23,518 )

(1) Includes gain on sale of $ 2.4 million in the year ended June 30, 2025 and $ 22.9 million of pre-tax impairment charges in the year ended June 30, 2024.

(1) Amounts include loss on sale adjustments of $ 0.4 million in the year ended June 30, 2026, gain on sale of $ 2.4 million in the year ended June 30, 2025, and $ 22.9 million of pre-tax impairment charges in the year ended June 30, 2024.

The years ended June 30, 2025 and June 20, 2024 also include allocated corporate overhead expenses.

Note 4 Restructuring Activities

During fiscal years 2025 and 2024, we undertook restructuring efforts to align our cost structure with reduced end market demand levels, including resizing our workforce and taking specific cost actions, and recorded restructuring expense of $ 5.7 million and $ 2.4 million, respectively, which were primarily employee-related costs.

During fiscal years 2026, 2025, and 2024, we undertook restructuring efforts to align our cost structure with reduced end market demand levels, including resizing our workforce and taking specific cost actions, and recorded restructuring expense of $ 3.4 million, $ 5.7 million, and $ 2.4 million, respectively, which were primarily employee-related costs.

The cumulative amount incurred since inception of these efforts beginning in fiscal year 2024 through June 30, 2026 was $ 11.5 million.

The restructuring charges are considered substantially complete at June 30, 2025.

We do not expect significant additional restructuring charges relating to these previously announced restructuring efforts.

We expect to incur $ 1.5 million to $ 3.0 million of additional restructuring costs through fiscal year 2027.

This is the final phase of this restructuring plan.

No additional restructuring costs are anticipated to be recognized under this plan after fiscal year 2027.

Additionally, on November 4, 2024, the Company announced that its Board of Directors approved a plan to cease operations at our Tampa facility (“Tampa Closure Plan”).

The decision was made to leverage capacity within our global footprint and streamline the operating structure.

At June 30, 2025, we revised our estimated restructuring charges that we expect to incur to approximately $ 5.5 million to $ 6.5 million in total exit costs, including approximately $ 4.5 million in employee termination benefits and $ 1.0 million to $ 2.0 million in logistical costs to transfer and validate programs at our other facilities.

These costs are predominantly cash expenditures.

We expect to incur between $ 0.5 million and $ 1.0 million during fiscal year 2026.

We recorded restructuring expense of $ 1.6 million in fiscal year 2026 for the Tampa Closure Plan.

The cumulative amount incurred since inception of the Tampa Closure Plan during fiscal years 2025 and 2026 was $ 6.9 million.

The restructuring charges are complete at June 30, 2026.

Accrued restructuring is recorded in Accrued expenses in the Consolidated Balance Sheets.

2 unchanged sentences

Balance at June 30, 2025

$ 2,018 $ — $ 2,018

Restructuring charges 164 1,435 1,599

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Balance at June 30, 2026

$ 2,018 $ — $ 2,018

As Tampa’s operations ceased in the fourth quarter of fiscal year 2025, their land, building, and certain equipment met the criteria to be classified as Assets Held for Sale at June 30, 2025.

The total carrying value of $ 6.9 million includes land of $ 5.1 million, buildings of $ 1.5 million, and machinery and equipment of $ 0.3 million.

These assets are reflected as Assets held for sale in our Consolidated Balance Sheets, and we ceased recording depreciation and amortization on the applicable assets.

We expect the Assets Held for Sale to be disposed of in fiscal year 2026.

We anticipate the proceeds will exceed the combined amount of the total expected restructuring costs and the carrying value of the Assets Held for Sale, and as such no impairment was recorded.

At June 30, 2025, Tampa’s operations had ceased, and the related land, building, and certain equipment met the criteria to be classified as held for sale, and we ceased recording depreciation on the held for sale assets.

On April 22, 2026, the Company completed the sale of the Tampa land and buildings for $ 21.6 million and recognized a gain on sale of $ 15.0 million.

The gain on sale is recorded in (Gain on Disposal) Asset Impairment on our Consolidated Statements of Income.

Note 5 Inventories

Inventories were valued using the lower of first-in, first-out (“FIFO”) cost and net realizable value.

Inventory components were as follows at June 30, amounts as of June 30, 2024 exclude the amounts classified as held for sale:

Inventory components were as follows:

(Amounts in Thousands) 2026 2025

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Additionally, as of June 30, 2026 and 2025, we have raw materials inventory totaling $ 57.0 million and $ 39.4 million, respectively, classified as long-term included in Other Assets, net in our Consolidated Balance Sheets.

A majority of this inventory is associated with a customer who is remediating a recall and we do not expect the inventory to be consumed within the next twelve months.

The remaining inventory classified as long term is primarily related to other excess raw materials inventory we do not expect to consume or sell within twelve months.

For a majority of these, we have arrangements with our customers to pay us carrying costs.

Inventory classified as long term is raw materials inventory we do not expect to be consumed and sold within twelve months.

As of June 30, 2026 and 2025, we have received deposits for long-term inventory totaling $ 35.4 million and $ 27.0 million, respectively, which is included in Other long-term liabilities in our Consolidated Balance Sheets.

Note 6 Property and Equipment

Major classes of property and equipment consist of the following at June 30, amounts as of June 30, 2024 exclude the amounts classified as held for sale:

Major classes of property and equipment consist of the following at June 30, exclusive of the amounts classified as held for sale as of June 30, 2025:

(Amounts in Thousands) 2026 2025

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Machinery and equipment 3 to 11

Leasehold improvements Lesser of Useful Life or Term of Lease

Effective April 1, 2025, the Company implemented a new class of asset, fully dedicated machinery and equipment, which is depreciated using the units of production method.

As of June 30, 2025, the net book value of the equipment was $ 15.3 million.

As of June 30, 2026 and 2025, the net book value of the equipment was $ 28.5 million and $ 15.3 million, respectively.

This equipment is highly customized for specific customer programs and has substantially no value other than production for that program.

The units of production method more accurately reflects the pattern of usage and expected benefits of these assets than other depreciation methods.

Depreciation of property and equipment totaled $ 36.0 million, $ 35.7 million, and $ 28.9 million for each of the three years in the period ended June 30, 2025, respectively.

Depreciation of property and equipment totaled $ 38.0 million, $ 36.0 million, and $ 35.7 million for each of the three years in the period ended June 30, 2026, 2025 and 2024, respectively.

Note 7 Goodwill and Other Intangible Assets

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Goodwill, net $ 6,191

Derecognition of Tampa goodwill ( 8,575 )

Derecognition of Tampa accumulated impairment 8,575

Balance as of June 30, 2026

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Amortization expense in future periods is expected to be, in millions, $ 0.6 , $ 0.4 , $ 0.3 , $ 0.2 , and $ 0.2 in the five years ending June 30, 2031, and $ 0.2 thereafter.

Fiscal years 2024 and 2023 included the full year’s amortization on customer relationships, technology, and trade name intangible assets associated with GES.

See Note 3 - Sale of GES for additional information.

We have no intangible assets with indefinite useful lives which are not subject to amortization.

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Primary credit facility, term (1)

Secondary credit facility (2)

Thailand overdraft credit facility (2,3)

2 unchanged sentences

Poland revolving credit facility (2,6)

Vietnam credit facility (3,8)

Total credit facilities $ 314.9 116.6 147.5

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(1) The Company maintained a U.S.

primary credit facility which was scheduled to mature on May 4, 2027 that provided for $300 million in borrowings, and the Company had utilized this facility for revolving borrowings.

On December 20, 2024, the Company entered into an amended and restated credit agreement (the “restated primary credit facility”) among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.

primary credit facility that provided 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, which was scheduled to mature on May 4, 2027.

primary credit facility also included a term loan borrowing facility that provides for term loan borrowings (“term borrowings”) of $ 100 million repayable in scheduled quarterly installments, scheduled to mature December 20, 2029.

On April 30, 2026, the Company entered into an amended and restated credit agreement (the “restated primary credit facility”) 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 primary credit facility adds a term loan borrowing facility that provides for term loan borrowings (“term borrowings”) of $ 100 million repayable in scheduled quarterly installments, scheduled to mature December 20, 2029.

The terms for the revolving borrowings remain largely unchanged with a maturity date of May 4, 2027 and continue to provide for $ 300 million in borrowings, with an option to increase the amount available for borrowing to $ 450 million upon request, subject to the consent of each lender participating in such increase.

This facility is maintained for working capital and general corporate purposes of the Company, and pursuant to the restated primary credit facility, the Company is permitted to use the proceeds to refinance existing indebtedness.

A commitment fee is payable on the unused portion of the credit facility 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

restated primary credit facility.

The restated primary credit facility continues to provide 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, now with a maturity date of April 30, 2031.

The terms for the term loan borrowings remain largely unchanged in the restated primary credit facility as 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.

This facility is maintained for working capital and general corporate purposes of the Company, and the Company is permitted to use the proceeds to refinance existing indebtedness.

The restated primary credit facility defines the limitations for a supply chain financing program, and 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.

Types of borrowings available on the restated primary credit facility include term loans, revolving loans, multi-currency term loans, and swingline loans.

At June 30, 2026, the Company had $ 22.0 million Term Benchmark and $ 2.1 million ABR, both denominated in U.S.

dollars, outstanding borrowings under the restated primary credit facility.

At June 30, 2025, all outstanding borrowings under the primary credit facility were Term Benchmark borrowings denominated in U.S.

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• any Term Benchmark borrowing denominated in U.S.

Dollars will utilize the Secured Overnight Financing Rate (“SOFR”) for one, three, or six-month tenors as elected, 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 ten hundredths percent ( 0.10 %), plus the Revolving Commitment Term Benchmark spread or Term Loan Benchmark spread which can range from 100.0 to 175.0 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 100.0 to 175.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA;

• the Alternate Base Rate (“ABR”), which is defined as the highest of the fluctuating rate per annum equal to the higher of:

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 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;

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;

• the Alternate Base Rate (“ABR”), which is defined as the highest of the fluctuation rate per annum equal to the higher of:

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;

1/2 of 1% per annum above the Federal Reserve Bank of New York (NYFRB) Rate (as defined under the restated primary credit facility);

1 % per annum above the Adjusted SOFR Rate (as defined under the restated primary credit facility);

1/2 of 1% per annum above the Federal Reserve Bank of New York (NYFRB) Rate (as defined under the Credit Agreement);

1 % per annum above the Term SOFR Rate (as defined under the Credit Agreement);

plus the Revolving Commitment 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 primary credit facility, the ABR Spread and Benchmark Spread for term borrowings are the same as for revolving borrowings.

The Company’s financial covenants under the amended primary credit facility require:

• a ratio of consolidated total indebtedness minus unencumbered U.S.

cash on hand in the United States in excess of $ 15 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 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,

Under the restated primary credit facility, 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 primary credit facility are largely unchanged, 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 million,” and require:

• a ratio of consolidated total indebtedness minus unrestricted cash, as defined in the restated primary credit facility, 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 primary credit facility, 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, to not be less than 3.5 to 1.0.

The Company had $ 0.4 million in letters of credit contingently committed against the primary credit facility at both June 30, 2026 and June 30, 2025.

(2) Concurrently on December 20, 2024 with its entry into the restated primary credit facility, the Company terminated its 364-day multi-currency revolving credit facility agreement (the “secondary credit facility”), which was entered into on January 5, 2024 and originally scheduled to mature on January 3, 2025.

The secondary credit facility allowed for borrowings up to $ 100.0 million, and the Company had no borrowings on the secondary credit facility at June 30, 2024.

(2) The Company also maintains foreign credit facilities for working capital and general corporate purposes at specific foreign locations rather than utilizing funding from intercompany sources.

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(3) The Company maintains a foreign credit facility for its operation in Thailand which allows for borrowings of up to $ 10.1 million.

(5) The Company no longer maintains the foreign credit facility for its operation in China .

(4) The Company maintains a foreign credit facility for its operation in China which allows for borrowings up to 50.0 million RMB (approximately $ 7.4 million at June 30, 2026 exchange rates).

(5) The Company maintains an uncommitted revolving credit facility for our Netherlands subsidiary.

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(6) The Company maintains a foreign credit facility for its operation in Poland which allows for borrowings up to 10.0 million Euro (approximately $ 11.4 million at June 30, 2026 exchange rates).

(8) As a result of the GES divestiture that occurred on July 31, 2024, the Company no longer has the Vietnam credit facility, which allowed for borrowings up to $ 5.0 million.

(7) The amount of Long-term debt under credit facilities, less current maturities reflects the borrowings on the primary credit facility that the Company intends, and has the ability, to refinance for a period longer than twelve months.

The revolving borrowings on the primary credit facility matures on May 4, 2027.

The revolving borrowings on the primary credit facility matures on April 30, 2031.

As of June 30, 2026, the contractual maturities of the term borrowings on the primary credit facility were as follows:

(Amounts in Millions) Contractual Maturities

Thereafter 70.00

Total $ 92.50

The weighted-average interest rate on borrowings outstanding under the credit facilities at June 30, 2026 and June 30, 2025 were 5.0 % and 5.9 %, respectively.

Capitalized interest expense was immaterial during fiscal years 2025, 2024, and 2023.

Capitalized interest expense was $ 0.5 million during fiscal year 2026 and immaterial for fiscal years 2025 and 2024.

Note 10 Employee Benefit Plans

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The Company also provides a discretionary contribution determined annually by the Talent, Culture, and Compensation Committee of the Company’s Board of Directors.

Total expense related to employer contributions to the domestic retirement plans was, in millions, $ 2.1 , $ 4.8 , and $ 6.1 for fiscal years 2025, 2024, and 2023, respectively.

Total expense related to employer contributions to the domestic retirement plans was $ 2.1 million, $ 2.1 million, and $ 4.8 million for fiscal years 2026, 2025, and 2024, respectively.

The Company also maintains a supplemental employee retirement plan (“SERP”) for executives and other key employees which enables them to defer cash compensation on a pre-tax basis and restore amounts that would be otherwise payable under our tax-qualified retirement plans if the IRS did not have limits on includable compensation and maximum benefits.

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A stock compensation plan was created and adopted by the Company’s Board of Directors (the “Board”) on September 20, 2023 and approved by our Share Owners at our 2023 Annual Meeting on November 17, 2023.

The 2023 Plan allows for the issuance of up to 2 million shares and replaced our former 2014 plan.

The 2023 Plan (the “Plan”) allows for the issuance of up to 2 million shares and replaced our former 2014 plan.

The shares under the 2023 Plan may be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards, and other equity awards.

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Grants cliff vest at the third anniversary of the award date.

Under the awards granted to leadership team members, a number of shares will be issued to each participant based on the Company’s economic profit for fiscal years 2026 and 2027 as compared to the Board approved plan.

Under the awards granted to leadership team members, a number of shares will be issued to each participant based on the Company’s economic profit for fiscal years 2026 through 2028 as compared to the Board approved plan.

The number of shares issued could be zero if minimum thresholds are not met up to a maximum of 200 %.

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The number of shares issued could be zero if minimum thresholds are not met up to a maximum of 200 %.

No TSR performance shares were awarded during fiscal year 2024.

A summary of the Company’s total shareholder return performance share activity during fiscal year 2026 is presented below:

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As of June 30, 2026, there was approximately $ 2.8 million of unrecognized compensation cost related to total shareholder return performance shares.

That cost is expected to be recognized over performance periods ending March 2026 through August 2027, with a weighted average vesting period of 1.5 years.

That cost is expected to be recognized over performance periods ending August 2027 through August 2028, with a weighted average vesting period of 1.7 years.

The fair value of total shareholder return performance shares is based on the grant date fair value calculated using a Monte Carlo simulation, with the assistance of a third-party valuation specialist.

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Directors’ fees are expensed over the period that directors earn the compensation.

Deferred share units are participating securities and are payable in common stock in a lump sum or installments in accordance with deferral elections upon a director’s death, retirement, or termination of service with the Board.

Deferred share units are participating securities and are payable in common stock in a lump sum or installments in accordance with deferral elections

upon a director’s death, retirement, or termination of service with the Board.

During fiscal years 2026, 2025, and 2024, respectively, 16,232 , 28,288 , and 26,347 deferred share units were granted to non-employee members of the Board at an average grant date fair value of $ 28.34 , $ 19.09 , and $ 25.24 for a total fair value of $ 0.5 million, $ 0.5 million, and $ 0.7 million.

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The legislation has multiple effective dates, with certain provisions effective in fiscal year 2026 and others implemented through fiscal year 2028.

The Company is in the process of assessing the impacts from the 2025 U.S.

Tax Cuts and Jobs Act (“Tax Reform”) was enacted into law on December 22, 2017, making broad and complex changes to the U.S.

Tax Reform required a one-time transition tax on certain unremitted earnings of foreign subsidiaries that is payable over an eight-year period.

As of June 30, 2025 and 2024, the remaining provision recorded for the one-time deemed repatriation tax were $ 3.3 million and $ 5.9 million, respectively.

The remaining $ 3.3 million is payable in fiscal year 2026 and is recorded in Accrued expenses on the Consolidated Balance Sheet.

Due to the 2025 U.S.

tax reform, the Company recorded a $ 0.2 million tax benefit for the year as a decrease in valuation allowance on part of our deferred tax assets.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The components of the deferred tax assets and liabilities as of June 30, 2025 and 2024, were as follows, amounts as of June 30, 2024 exclude $ 11.1 million of deferred tax assets and $ 1.2 million of deferred tax liabilities classified as held for sale:

The components of the deferred tax assets and liabilities as of June 30, 2026 and 2025, were as follows:

(Amounts in Thousands) 2026 2025

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Business interest carryforward 5,059 6,919

Asset impairment — 4,099

Operating Leases 3,868 —

Miscellaneous 6,280 4,672

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Property and equipment 4,082 8,101

Right-of-use Asset 2,433 —

Miscellaneous 3,760 1,336

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Since fiscal year 2023, we have capitalized research and development expenses that are required to be capitalized as an amortizable asset under Section 174 of the Internal Revenue Code and amortized over a period of five years.

This requirement is based on the implementation of Tax Reform effective in tax years beginning as of January 1, 2022.

This requirement was based on the implementation of Tax Reform effective in tax years beginning as of January 1, 2022, While this requirement was eliminated with the 2025 U.S.

tax reform, the Company elected to capitalize research and development expenses in fiscal year 2026.

As of June 30, 2026 and 2025, we have a net deferred tax asset from capitalized research and development expenses of $ 7.9 million and $ 10.2 million, respectively.

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As of June 30, 2026 and 2025, we have full valuation allowances of $ 5.0 million and $ 6.9 million, respectively on the business interest carryforward deferred tax asset, following a determination that it is not more likely than not that it will be realized.

Additionally, in fiscal year 2025, we recorded a deferred tax asset from the capital loss on the sale of GES for $ 5.3 million, on which a $ 2.3 million valuation allowance has been provided.

See Note 3 - Sale of GES for further information regarding the sale.

As of June 30, 2026 and 2025, the Company has a deferred tax asset from the capital loss on the sale of GES for $ 3.6

million and $ 5.3 million, on which a valuation allowance of $ 3.6 million and $ 2.3 million has been provided.

The capital loss deferred tax asset declined in fiscal year 2026 as a portion was utilized with the sale of the Tampa facility.

The reserve increased in fiscal year 2026 as the utilization of the capital loss deferred tax asset was less than estimated at June 30, 2025, as the final sale price of the Tampa facility was less than estimated.

See Note 3 - Sale of GES for further information regarding the sale of GES and Note 4 - Restructuring Activities for further information regarding the sale of the Tampa facility.

Except as reserved for in the valuation allowance, we believe our deferred income taxes are more likely than not to be realized in the future.

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Total income before taxes on income $ 53,221 $ 26,229 $ 25,199

The Company currently operates international jurisdictions which expose the Company to taxation in various regions.

The Company currently operates in international jurisdictions which expose the Company to taxation in various regions.

The Company continually evaluates its global cash needs.

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If such funds were repatriated or we determined that all or a portion of such foreign earnings are no longer permanently reinvested, we may be subject to applicable non-U.S.

income and withholding

income and withholding taxes.

Determination of the amount of any potential future unrecognized deferred tax liability on such unremitted earnings is not practicable and is recorded in the period when any foreign earnings are determined to be no longer permanently reinvested.

During fiscal year 2025, the Company changed its indefinite reinvestment assertion for our subsidiary in China, and has recorded a deferred tax liability on their earnings for the applicable withholding taxes.

The Company continues to assert permanent reinvestment of foreign earnings in all other foreign jurisdictions as well as for earnings prior to fiscal year 2025 for China.

The provision for income taxes is composed of the following items:

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Total provision for income taxes $ 25,261 $ 9,245 $ 4,688

A reconciliation of the statutory U.S.

income tax rate to the Company’s effective income tax rate follows:

The amount of income taxes paid (net of refunds) were:

Year Ended June 30

(Amounts in Thousands) 2026

Federal $ 3,162

Mexico $ 4,226

Other $ ( 2 )

Total $ 14,218

The Company adopted ASU 2023-09 prospectively for the year ended June 30, 2026, and a reconciliation of the income tax provision to the amount computed applying the U.S.

federal statutory tax rate of 21% to income (loss) before income taxes was as follows:

Year Ended June 30

Tax Computed at U.S.

Statutory Tax Rate $ 11,176 21.0 %

State and Local Income Taxes, Net of Federal Income Tax (1)

Foreign Tax Effect

Statutory rate difference between China and United States 874 1.6

Other ( 433 ) ( 0.8 )

Impact of foreign exchange rate 699 1.3

Non-Deductible Employee Benefits 815 1.5

Inflation Adjustment 766 1.4

Fixed Assets basis difference ( 623 ) ( 1.2 )

Other 670 1.3

( 727 ) ( 1.3 )

(Amounts in Thousands) Amount % Amount % Amount %

( 949 ) ( 1.8 )

Minimum Tax 809 1.5

Withholding Taxes (3)

Effects of Cross Border Tax Laws

Global Intangible low-taxed income (4)

Research and Development tax credits ( 206 ) ( 0.4 )

Other 165 0.3

Change in Valuation Allowance (5)

Valuation Allowance - Capital Loss 1,089 2.1

Valuation Allowance - Capitalized Interest Expense ( 1,668 ) ( 3.1 )

Non Taxable or Nondeductible Items

Executive Compensation 930 1.8

Other ( 474 ) ( 0.9 )

Changes in unrecognized tax benefits — —

Other Adjustments ( 296 ) ( 0.5 )

Total $ 25,261 47.5 %

(1) For the year ended June 30, 2026, state taxes in California, Florida, Michigan, and Indiana comprised the majority (greater than 50%) of the tax effect in this category.

(2) All rate reconciling items for Poland and Thailand are separately below posting threshold.

(3) During fiscal year 2026, the Company recorded dividend withholding tax expense in Netherlands of $ 8.9 million.

This includes $ 4.4 million and $ 4.5 million of dividend withholding taxes and related interest from Poland and China, respectively.

The dividend withholding taxes from Poland relate to a 2018 dividend, and reflect a 19 % dividend withholding tax rate.

The expense was recorded in fiscal year 2026 following an unfavorable court decision.

The Company may pursue other means of recovery.

The dividend withholding taxes from China include $ 1.3 million on dividends paid in fiscal year 2026 and $ 3.2 million on dividends paid from fiscal years 2021 through 2025.

The withholding tax expense reflects a 10 % dividend on the fiscal year 2026 dividend as well as the fiscal year 2021 through 2025 dividends, applied retroactively, following a rate settlement reached in 2026.

(4) The effect of Global Intangible low-taxed income is presented net of foreign tax credit for the year ended June 30, 2026.

(5) In 2026, we released $ 1.9 million of valuation allowance on capitalized interest expense and recorded an additional $ 1.5 million valuation allowance on capitalized loss carryforward & state income tax credits.

A reconciliation of the income tax provision, prior to the adoption of ASU 2023-09, to the amount computed applying the U.S.

federal statutory tax rate of 21% to income (loss) before income taxes was as follows:

Year Ended June 30

(Amounts in Thousands) Amount % Amount %

Tax computed at U.S.

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The Repurchase Plan has no expiration date but may be suspended or discontinued at any time.

During fiscal years 2025 and 2024, the Company repurchased $ 11.9 million and $ 3.0 million, respectively, of common stock under the Repurchase Plan at an average price of $ 18.19 per share and $ 22.12 per share, respectively, which was recorded as Treasury stock, at cost in the Consolidated Balance Sheets.

The Company did not repurchase any shares during fiscal year 2023.

During fiscal years 2026, 2025, and 2024, the Company repurchased $ 11.9 million, $ 11.9 million, and $ 3.0 million respectively, of common stock under the Repurchase Plan at an average price of $ 26.56 per share, $ 18.19 per share, and $ 22.12 per share respectively, which was recorded as Treasury stock, at cost in the Consolidated Balance Sheets.

Since the inception of the Repurchase Plan, the Company has repurchased $ 115.6 million of common stock at an average cost of $ 16.39 per share.

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See Note 10 - Employee Benefit Plans for further information regarding the SERP.

Non-Recurring Fair Value Measurements:

During fiscal year 2025, the land, building, and certain equipment of our Tampa facility, with a total carrying value of $ 6.9 million, met the criteria to be classified as Assets Held for Sale at June 30, 2025.

The carrying value reflects the fair value, which was based on expected proceeds and the carrying value of the net assets to be disposed.

We utilized level 3 inputs based on management’s best estimates and assumptions to estimate the fair value.

See Note 4 - Restructuring Activities for additional information.

Financial Instruments Not Carried At Fair Value:

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Note 16 Accrued Expenses

Accrued expenses consisted of the following, amounts as of June 30, 2024 exclude the amounts classified as held for sale for GES:

Accrued expenses consisted of the following:

(Amounts in Thousands) 2026 2025

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Insurance 2,299 1,368

Operating leases 2,338 520

Restructuring 33 2,018

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Note 17 Segment Reporting

The Company’s operations are managed by its Chief Executive Officer , who has been identified as our chief operating decision maker “CODM.” The CODM evaluates the performance of multiple business units domestically and globally, inclusive of the United States, China, Mexico, Poland, Romania, and Thailand.

Previously, the Company had operations in Japan, India, and Vietnam as part of the GES business unit, that was divested in July of 2024.

Each of these business units qualify as operating segments, providing contract manufacturing services, including engineering and supply chain support, for the production of electronic assemblies and other products including medical devices, medical disposables, precision molded plastics, and complete device assembly primarily in automotive, medical, and industrial applications, to the specifications and designs of our customers.

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The following geographic area data includes net sales based on the country location of the Company’s business unit providing the manufacturing or other service and long-lived assets based on physical location.

Long-lived assets include property and equipment and capitalized software, and amounts as of June 30, 2025 and 2024 exclude the amounts classified as held for sale.

Long-lived assets include property and equipment and capitalized software, and amounts as of June 30, 2025 exclude the amounts classified as held for sale.

Year Ended June 30

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Poland 55,498 54,356

Thailand 25,579 27,592

China 26,662 30,470

Thailand 24,579 25,579

Other Foreign 16,480 17,996

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Operating lease costs in fiscal years 2026, 2025, and 2024 were $ 2.9 million, $ 1.5 million, and $ 1.9 million, respectively.

During fiscal year 2025, the Company executed a lease for a facility to expand our medical CMO footprint with the lease commencing in June 2025, including obtaining $ 10.6 million operating right-of-use assets in exchange for operating lease liabilities.

The initial lease term is ten years and annual base rent of $ 1.8 million, increasing 3 % each year.

The lease assets and liabilities, which exclude leases with terms of 12 months or less , as of June 30, 2025 and 2024, were as follows, amounts as of June 30, 2024 exclude the amounts classified as held for sale:

During fiscal year 2025, the Company executed a lease for a facility to expand our medical CDMO footprint with the lease commencing in June 2025, including obtaining $ 10.6 million operating right-of-use assets in exchange for operating lease liabilities.

During fiscal year 2026, the Company received the $ 4.6 million tenant allowance associated with the Indiana manufacturing facility lease, which increased the operating lease liability from June 30, 2025.

The lease assets and liabilities, which exclude leases with terms of 12 months or less , as of June 30, 2026 and 2025, were as follows:

(Amounts in Thousands) 2026 2025

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Total undiscounted lease payments $ 21,477

tenant allowance not yet received 4,617

imputed interest 4,607

Present value of lease liabilities

Note 22 Subsequent Event

On June 26, 2026, we entered into a definitive agreement to acquire the shares of Helvoet Polymer Technologies B.V.

and Helvoet Rubber & Plastics Technologies (India) Pvt.

(collectively referred to as “Helvoet”) from Hydratec Industries N.V.

The acquisition closed on July 1, 2026, after our fiscal year end.

Helvoet is a contract development and manufacturing organization based in The Netherlands and India, with a focus on microfluidics, diagnostics, and drug delivery applications.

The Company paid a cash purchase price based on an enterprise value of approximately 90.0 million Euro, or approximately $ 103.0 million.

The transaction price is subject to certain post-closing working capital adjustments.

The acquisition was funded with a combination of the Company’s cash and existing lines of credit.

The initial purchase price allocation and valuation for this acquisition was not completed at the time the financial statements were issued due to the timing of the acquisition closing.

As a result, disclosures required for business combinations are not available at this time.

For the year ended June 30, 2026, we have incurred $ 0.5 million in acquisition costs , recognized as Selling and Administrative Expenses on our Consolidated Statements of Income.

Item 9 - Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data