What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-19 compared with 2025-03-13 · 87 added, 57 removed, 329 unchanged (30% of the section changed)

4 unchanged sentences

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 and based upon the updated framework in Internal Control — Integrated Framework (2013), as of the end of the period covered by this Annual Report on Form 10-K.

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.

The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 27, 2025.

Management’s Report on Internal Control over Financial Reporting

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.

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), 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 was 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 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 27, 2025, based upon the updated framework in Internal Control — Integrated Framework (2013).

Based on this assessment, the Company’s management concluded that, as of December 27, 2025, the Company’s internal control over financial reporting was effective.

On December 11, 2025, the Company completed the acquisition of Basler, as discussed in Note 2 – Acquisitions.

Management has excluded Basler's internal controls over financial reporting from its assessment of the effectiveness of internal controls over financial reporting as of December 27, 2025.

Basler’s net sales and total assets represent approximately 0.2% and 9%, respectively, of the consolidated financial statement amounts as of and for the fiscal year ended, December 27, 2025.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements included in this Annual Report on Form 10-K issued and have issued an attestation report on our internal control over financial reporting as of December 27, 2025.

Changes in Internal Control over Financial Reporting

During the fiscal year of 2025, the Company completed a number of initiatives and actions to address the previously reported material weaknesses, which included the following:

Control Environment

• The Company replaced key finance and operational roles at certain non-U.S.

manufacturing locations, and recruited personnel with appropriate internal controls experience and accounting knowledge commensurate with our accounting and reporting requirements;

• The Company completed the redesign of the regional operations and finance organizational structures;

• New corporate policies and procedures have been adopted and disseminated along with appropriate training provided to strengthen the control environment and inventory management oversight.

Control Activities

• Key monitoring controls have been designed and implemented for full physical counts, inventory storage locations, and over the completeness and accuracy of excessive and obsolete inventory calculations;

• Full physical inventory observations, facilitated by independent counters, have been performed in certain non-U.S.

locations in the second, third and fourth quarters of the fiscal year 2025.

After implementing the above initiatives and actions, the Company completed the necessary testing and concluded that the material weaknesses outlined above have been remediated as of December 27, 2025.

Other than the changes described above to address and remediate the previously disclosed material weaknesses, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

3 unchanged sentences

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

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.

31 unchanged sentences

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:

Information about our equity compensation plans that were either approved or not approved by our stockholders as of December 27, 2025, was as follows:

Plan Category Number of securities to

4 unchanged sentences

Total 706,945 $122.22 862,386

(1) The weighted average exercise price does not take into account the shares issuable upon the vesting of outstanding restricted stock units, which have no exercise price.

(2) Includes 142,749 shares reserved for issuance upon vesting of outstanding restricted stock units and 600,903 outstanding stock options granted under the Littelfuse, Inc.

(1) The weighted average exercise price does not take into account the shares issuable upon the vesting of outstanding restricted stock units, performance share units, and any related dividend equivalents, as these awards do not have an exercise price.

(2) Includes 160,147 shares reserved for issuance upon vesting of outstanding restricted stock units and related dividend equivalents, 73,380 shares issuable upon vesting of outstanding performance share units and related dividend equivalents, and 380,981 outstanding stock options granted under the Littelfuse, Inc.

Long-Term Incentive Plan.

(3) Includes 55,505 shares reserved for issuance upon vesting of outstanding restricted stock units under the IXYS Plans and 28,909 outstanding stock options granted under the IXYS Plans and Zilog Plan.

Below is a brief description of the material features of the compensation plans acquired pursuant to the acquisition of IXYS.

(3) Includes 77,620 shares reserved for issuance upon vesting of outstanding restricted stock units and related dividend equivalents under the IXYS Plans and 14,817 outstanding stock options granted under the IXYS Plans and Zilog Plan.

Below is a brief description of the material features of the compensation plans acquired pursuant to the acquisition of IXYS Corporation.

(4) Includes 727,438 shares that remain available for future issuance under the Littelfuse, Inc.

15 unchanged sentences

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

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

Therefore, as of December 27, 2025, 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.

Information concerning the security ownership of certain beneficial owners, the Company’s directors and executive officers as of February 26, 2025, is set forth in the section titled “Ownership of Littelfuse, Inc.

Information concerning the security ownership of certain beneficial owners, the Company’s directors and executive officers as of March 12, 2026, is set forth in the section titled “Ownership of Littelfuse, Inc.

Common Stock” in the Company’s proxy statement and is incorporated herein by reference.

9 unchanged sentences

Consolidated Balance Sheets as of December 27, 2025 and December 28, 2024

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

Consolidated Statements of Net (Loss) Income for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023

Consolidated Statements of Comprehensive Income for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023

27 unchanged sentences

President and Chief Executive Officer

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.

February 19, 2026

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 19, 2026 and in the capacities indicated.

/s/ Gordon Hunter Chairman of the Board of Directors

11 unchanged sentences

Anthony Grillo

Heinzmann Director

/s/ William P.

Noglows Director

/s/ Meenal A.

Sethna Executive Vice President and Chief Financial Officer

Sethna (Principal Financial Officer)

/s/ Abhishek Khandelwal Executive Vice President and Chief Financial Officer

Abhishek Khandelwal (Principal Financial Officer)

/s/ Jeffrey G.

20 unchanged sentences

10-Q 2.1 8/3/2022 0-20388

2.6 Membership Interest Purchase Agreement, dated October 24, 2025, by and between Littelfuse, Inc.

and Basler Holdings, LLC.

8-K 2.1 10/28/2025 0-20388

2.7* Letter Agreement Amending Membership Interest Purchase Agreement, dated December 11, 2025, by and between Littelfuse Inc.

and Basler Holdings, LLC.

3.1 Certificate of Incorporation dated November 25, 1991, as amended April 25, 1997.

33 unchanged sentences

8-K 10.2 11/16/2016 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.10 Littelfuse, Inc.

6 unchanged sentences

8-K 10.4 12/9/2016 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.13 Subsidiary Guaranty Agreement, dated as of February 15, 2017.

16 unchanged sentences

8-K 4.2 11/15/2017 0-20388

10.20 Form of 3.48% Senior Note, Series A, due February 15, 2025,

8-K 4.1 11/15/2017 0-20388

10.20 Subsidiary Guaranty Agreement, dated as of January 16, 2018, made by LFUS LLC, Littelfuse Commercial Vehicle, LLC, Iron Merger Co., Inc., IXYS Merger Co., LLC and SymCom, Inc.

38 unchanged sentences

8-K 10.4 4/24/2020 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.36 Form of Restricted Stock Unit Award Agreement (Tier II) under the Littelfuse, Inc.

3 unchanged sentences

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

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

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

36 unchanged sentences

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

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

10.53 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.

10.56 Amended and Restated Annual Incentive Plan.

2 unchanged sentences

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.

10.58 Offer Letter, dated January 10, 2025, by and between Littelfuse, Inc and Gregory N.

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

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

and Greg ory N.

and Gregory N.

10-K 10.60 3/13/2025 0-20388

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

10-K 10.61 3/13/2025 0-20388

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

10-K 10.62 3/13/2025 0-20388

10.62 Letter Agreement between Littelfuse, Inc.

and Meenal Sethna, dated April 8, 2025.

8-K 10.1 4/09/2025 0-20388

10.63 Form of Performance Share Award Agreement (Tier I) under the Amended and Restated Littelfuse, Inc.

Long-Term Incentive Plan.

8-K 10.2 4/28/2025 0-20388

10.64 Form of Restricted Stock Unit Award Agreement (Tier I) under the Amended and Restated Littelfuse, Inc.

Long-Term Incentive Plan.

8-K 10.1 4/28/2025 0-20388

10.65 Form of Restricted Stock Unit Award Agreement (Tier II) under the Amended and Restated Littelfuse, Inc.

Long-Term Incentive Plan.

10-Q 10.4 4/30/2025 0-20388

10.66 Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under the Amended and Restated Littelfuse, Inc.

Long-Term Incentive Plan.

10-Q 10.5 4/30/2025 0-20388

10.67 Form of Restricted Stock Unit Award Agreement (Tier I) under the Littelfuse/IXYS Corporation Long-Term Incentive Plan.

8-K 10.3 4/28/2025 0-20388

10.68 Form Restricted Stock Unit Award Agreement (Tier II) under the Littelfuse/IXYS Corporation Long-Term Incentive Plan.

10-Q 10.7 4/30/2025 0-20388

10.69 Littelfuse, Inc.

Long-Term Incentive Plan Subplan for Restricted Stock Units Granted to French Participants.

10-Q 10.8 4/30/2025 0-20388

10.70 Offer Letter between Littelfuse, Inc.

and Abhishek Khandelwal, dated May 13, 2025.

8-K 10.1 5/27/2025 0-20388

10.71 Letter Agreement between Littelfuse, Inc.

and Chad Marak, dated August 26, 2025.++

10-Q 10.1 10/29/2025 0-20388

10.72 Form of Non-Compete, Non-Solicitation, Indemnification, Resignation and Release Agreement.

8-K 10.1 10/28/2025 0-20388

10.73 Letter Agreement between Littelfuse, Inc.

Stafford, dated January 7, 2026.

8-K 10.1 1/08/2026 0-20388

Incorporated by Reference Herein

Description Form Exhibit Filing Date File No.

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

22 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