What changed in this filing

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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-02-16 · 75 added, 49 removed, 311 unchanged (29% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 15d-15(b), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to SEC Rule 13a-15 as of the end of the period covered by this report.

Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 30, 2023.

The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 28, 2024 due to a material weakness in our internal control over financial reporting as described below.

Notwithstanding the conclusion by our Chief Executive Officer and Chief Financial Officer that our disclosure controls and procedures as of December 28, 2024 were not effective, and notwithstanding the material weaknesses in our internal control over financial reporting described below, management has concluded that our consolidated financial statements for all periods involved fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires management to include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of the Company’s internal control over financial reporting, as well as an attestation report from the Company’s independent registered public accounting firm on the effectiveness of the Company’s internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f).

The Company’s internal control system was designed to provide reasonable assurance to its management and the Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

A material weakness is a deficiency, or a combination of deficiencies, in the internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statement will not be prevented or detected on a timely basis.

The Company’s management, including its Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 30, 2023, based upon the updated framework in Internal Control — Integrated Framework (2013).

Based on this assessment, the Company’s management concluded that, as of December 30, 2023, the Company’s internal control over financial reporting was effective.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) and 15d-15(f) based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO Framework).

The Company’s internal control system is designed to provide reasonable assurance to its management and the Board of Directors regarding the preparation and fair presentation of published financial statements.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Company’s internal control over financial reporting as of December 28, 2024.

This report is included with this Form 10-K.

Inherent Limitations on Effectiveness of Controls and Procedures

There are inherent limitations to the effectiveness of any system of internal control over financial reporting.

Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with accounting principles generally accepted in the United States of America.

Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, and the possibility of human error, and the risk of fraud.

Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statement will not be prevented or detected on a timely basis.

Based on the Company’s assessment, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of December 28, 2024, the Company’s internal control over financial reporting was not effective due to the identification of the material weaknesses described below.

In making this assessment, management has concluded that we did not design and maintain an effective control environment commensurate with our financial reporting requirements.

Specifically, at certain of our non-U.S.

manufacturing locations we lacked sufficiently skilled operational and accounting personnel to ensure that internal control responsibilities were performed and aligned with internal control objectives.

The material weakness in the control environment contributed to an additional material weakness related to the design and operating effectiveness of control activities over the existence of inventory at these locations.

The Company did not maintain effective controls related to inventory cycle counts to validate existence of inventory, and consequently, the completeness and accuracy of the data used in evaluating the appropriateness of the valuation of inventory and related reserves.

These material weaknesses resulted in corrections through cumulative out-of-period adjustments as described in notes to the consolidated financial statements as of and for the year ended December 28, 2024.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the 12 months or fiscal year ended December 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except as otherwise described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended December 28, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Remediation Plan for Material Weaknesses

Our management team is committed to maintaining a strong internal control environment.

The Company, with oversight from our Audit Committee of the Board of Directors, is taking comprehensive actions to remediate the material weaknesses.

The Company has developed and is in the process of implementing its remediation plan, which will include the following steps:

Control environment

• recruiting of personnel with appropriate internal controls, and accounting knowledge and experience commensurate with our accounting and reporting requirements;

• enhanced supervision of personnel at certain locations to ensure compliance with established Company policies;

• evaluating and updating (as appropriate) the sufficiency of policies and training provided to personnel to ensure the appropriate segregation of duties and adherence to the Code of Conduct.

Control activities

• augmentation of training and clear instruction as to the process for recording of adjustments to inventories;

• full physical inventory observations, facilitated by independent counters, until the cycle count and related inventory existence controls at certain of our non-U.S.

manufacturing locations are operating effectively;

• implementation of a management review control over inventory movements;

• examination and enhancement of the procedures to evaluate the completeness and accuracy of data and assumptions utilized in computing inventory reserves.

We intend to remediate the material weaknesses as soon as possible;

however, the material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the appropriate controls are operating effectively.

OTHER INFORMATION.

Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended December 30, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:

Title Action Date Adopted Expiration Date Aggregate # of securities to be Sold

Meenal Sethna (1) Executive Vice President and Chief Financial Officer Adoption 11/9/2023 4/25/2025 9,145

(1) Meenal Sethna , Executive Vice President and Chief Financial Officer , entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 9, 2023 .

Ms.Sethna’s plan provides for the potential exercise of vested stock options and the associated sale of up to 9,145 shares of the Company’s common stock.

The stock options covered by the plan expire on April 25, 2025 if they have not been exercised.

Consequently, the plan expires on April 25, 2025, or upon the earlier completion of all authorized transactions under the plan.

Other than those disclosed above, none of our directors or officers adopted or terminated a "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

21 unchanged sentences

IXYS Corporation 2009 Equity Incentive Plan, IXYS Corporation 2011 Equity Incentive Plan, IXYS Corporation 2013 Equity Incentive Plan, IXYS Corporation 2016 Equity Incentive Plan (together, the "IXYS Plans").

We also assumed two expired equity compensation plans that have not been approved by our stockholders and pursuant to which we have outstanding equity awards:

We also assumed two expired equity compensation plans that have not been approved by our stockholders and pursuant to which we no longer have outstanding equity awards:

the Zilog, Inc.

1 unchanged sentence

2004 Omnibus Stock Incentive Plan (together, the "Zilog Plans").

The IXYS Corporation 2009 Equity Incentive Plan expired in June 2019 and equity awards remain outstanding under it.

The IXYS Corporation 2009 Equity Incentive Plan expired in June 2019;

the IXYS Corporation 2011 Equity Incentive Plan expired

in June 2021;

the IXYS Corporation 2013 Equity Incentive Plan expired in June 2023;

and equity awards remain outstanding under those plans.

Information about our equity compensation plans that were either approved or not approved by our stockholders as of December 28, 2024, is as follows:

27 unchanged sentences

The Zilog 2004 Omnibus Stock Incentive Plan expired in February 2014 and no additional grants have been made thereunder.

as of December 30, 2023, no shares remain available for issuance of new awards under the Zilog Plan and 3,457 stock options remain outstanding.

as of December 28, 2024, no shares remain available for issuance of new awards under the Zilog Plan and no stock options remain outstanding.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

11 unchanged sentences

Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023

Consolidated Statements of Net Income for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022

Consolidated Statements of Comprehensive Income for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022

Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022

Consolidated Statements of Equity for the fiscal years ended December 30, 2023, December 31, 2022 and January 1, 2022

Consolidated Statements of Net Income for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022

Consolidated Statements of Comprehensive Income for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022

Consolidated Statements of Equity for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022

Notes to Consolidated Financial Statements 57 - 99

14 unchanged sentences

Reserves for sales discounts and allowances $ 81,987 $ 186,021 $ ( 186,043 ) $ 544 $ 82,509

Fiscal year ended January 1, 2022

Fiscal year ended December 31, 2022

Allowance for credit losses on accounts receivable $ 1,910 $ 166 $ ( 222 ) $ ( 279 ) $ 1,575

5 unchanged sentences

Littelfuse, Inc.

/s/ Gregory N.

President and Chief Executive Officer

February 16, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on February 16, 2024 and in the capacities indicated.

March 13, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on March 13, 2025 and in the capacities indicated.

/s/ Gordon Hunter Chairman of the Board of Directors

Gordon Hunter

Heinzmann Director, President and Chief Executive Officer

Heinzmann (Principal Executive Officer)

/s/ Gregory N.

Henderson Director, President and Chief Executive Officer

Henderson (Principal Executive Officer)

/s/ Kristina A.

6 unchanged sentences

Anthony Grillo

/s/ Greg Henderson Director

Greg Henderson

Heinzmann Director

/s/ William P.

104 unchanged sentences

S-8 4.7 1/19/2018 333-221147

10.27 Zilog, Inc.

2004 Omnibus Stock Incentive Plan++

S-8 4.9 1/19/2018 333-221147

10.27 Notice of Stock Option Grant and Agreement for the IXYS Corporation 2009 Equity Incentive Plan++

10-Q 10.4 8/10/2009 000-26124

10.29 Form of Nonqualified Stock Option Agreement for Stock Options pursuant to the Zilog, Inc.

2004 Omnibus Stock Incentive Plan++

10-K 10.28 6/11/2010 000-26124

10.28 Notice of Stock Option Grant and Agreement for IXYS Corporation 2011 Equity Incentive Plan++

25 unchanged sentences

10-Q 10.6 4/29/2020 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.38 Form of Restricted Stock Unit Award Agreement (IXYS Tier II) under the IXYS Corporation Equity Incentive Plan .

10-Q 10.7 4/29/2020 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.39 Form of Retention Stock Option Award Agreement under the Littelfuse, Inc.

19 unchanged sentences

10-K 10.70 2/18/2021 0-20388

10.49 Form Tier I Change of Control Agreement, effective January 1, 2021.

10-K 10.71 2/18/2021 0-20388

10.50 Form Tier II Change of Control Agreement, effective January 1, 2021 .++

10-K 10.72 2/18/2021 0-20388

10.47 Employment offer letter between Littelfuse, Inc.

15 unchanged sentences

8-K 10.5 5/19/2022 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.54 Amended and Restated Credit Agreement, dated as of June 30, 2022, by and among Littelfuse, Inc., certain subsidiaries of the company, as designated borrowers, certain subsidiaries of the company, as guarantors, the lenders party thereto and Bank of America, N.A., as agent, JPMorgan Chase Bank, N.A., as syndication agent, PNC Bank, National Association and BMO Harris Bank, N.A., as co-senior documentation agents, Wells Fargo Bank, National Association, as documentation agent, BofA Securities, Inc.

6 unchanged sentences

8-K 10.1 1/05/2024 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.57 Amended and Restated Annual Incentive Plan.

8-K 10.1 2/01/2024 0-20388

10.58 Retirement Letter, dated January 10, 2025, by and between Littelfuse, Inc.

8-K 10.1 1/13/2025 0-20388

10.59 Offer Letter, dated January 10, 2025, by and between Littelfuse, Inc and Greg ory N.

8-K 10.2 1/13/2025 0-20388

10.60* Performance Share Award Agreement, dated February 10, 2025, by and between Littelfuse, Inc.

and Greg ory N.

10.61* Form of Off-Cycle Restricted Stock Unit Award Agreement.++

10.62* Form of Off-Cycle Littelfuse-IXYS Restricted Stock Unit Award Agreement.++

10.63* Summary of Non-Employee Director Compensation.++

19.1* I nsider Trading Policy .

19.1 Insider Trading Policy .

10-K 19.1 2/16/2024 0-20388

21.1* Subsidiaries .

23.1* Consent of Independent Registered Public Accounting Firm.

23.2* Consent of Independent Registered Public Accounting Firm .

31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

97.1 Compensation Recovery Policy

10-K 97.1 2/16/2024 0-20388

101.INS* XBRL Instance Document.

11 unchanged sentences

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