What changed in this filing

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Item 1. Financial Statements

2026-02-03 compared with 2025-11-04 · 229 added, 145 removed, 598 unchanged (38% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

September 26, 2025 June 27, 2025

December 26, 2025 June 27, 2025

Current assets:

Cash and cash equivalents $ 334,990 $ 309,099

Accounts receivable, net of allowance for credit losses of $ 1,832 and $ 1,767 at September 26, 2025 and June 27, 2025, respectively

Accounts receivable, net of allowance for credit losses of $ 1,832 and $ 1,767 at December 26, 2025 and June 27, 2025, respectively

105,832 109,588

Unbilled receivables and costs in excess of billings, net of allowance for credit losses of $ 5,311 for both September 26, 2025 and June 27, 2025

Unbilled receivables and costs in excess of billings, net of allowance for credit losses of $ 5,311 for both December 26, 2025 and June 27, 2025

273,938 278,475

14 unchanged sentences

Accrued expenses 72,437 35,264

Due to factoring facility 32,255 7,879

Accrued compensation 35,251 51,321

13 unchanged sentences

85,000,000 shares authorized;

59,426,779 and 59,003,174 shares issued and outstanding at September 26, 2025 and June 27, 2025, respectively

59,376,887 and 59,003,174 shares issued and outstanding at December 26, 2025 and June 27, 2025, respectively

Additional paid-in capital 1,302,020 1,287,478

7 unchanged sentences

(In thousands, except per share data)

First Quarters Ended

September 26, 2025 September 27, 2024

Second Quarters Ended Six Months Ended

December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

Net revenues $ 232,872 $ 223,125 $ 458,081 $ 427,556

25 unchanged sentences

Deferred compensation and pension benefit plan, net of tax ( 35 ) ( 46 ) ( 76 ) ( 93 )

Total other comprehensive income (loss), net of tax 140 ( 6,259 )

Total other comprehensive (loss) income, net of tax ( 549 ) 4,334 ( 409 ) ( 1,925 )

Total comprehensive loss $ ( 15,644 ) $ ( 13,245 ) $ ( 28,019 ) $ ( 37,029 )

3 unchanged sentences

(In thousands)

For the First Quarter Ended September 26, 2025

For the Second Quarter Ended December 26, 2025

Common Stock Additional

4 unchanged sentences

Shares Amount

Balance at June 27, 2025 59,003 $ 590 $ 1,287,478 $ 181,895 $ 3,498 $ 1,473,461

Balance at September 26, 2025 59,427 $ 594 $ 1,301,397 $ 169,380 $ 3,638 $ 1,475,009

Issuance of common stock under employee stock incentive plans 60 1 ( 1 ) — — —

Issuance of common stock under employee stock purchase plan 70 1 2,727 — — 2,728

Issuance of common stock under defined contribution plan 42 — 3,164 — — 3,164

Retirement of common stock ( 222 ) ( 2 ) ( 14,999 ) — — ( 15,001 )

Stock-based compensation — — 9,732 — — 9,732

Net loss — — — ( 15,095 ) — ( 15,095 )

Other comprehensive income — — — — 140 140

Other comprehensive loss — — — — ( 549 ) ( 549 )

Balance at December 26, 2025 59,377 $ 594 $ 1,302,020 $ 154,285 $ 3,089 $ 1,459,988

For the Second Quarter Ended December 27, 2024

Common Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Shareholders’

Shares Amount

Balance at September 27, 2024 58,455 $ 584 $ 1,253,249 $ 202,274 $ 3,734 $ 1,459,841

For the First Quarter Ended September 27, 2024

Issuance of common stock under employee stock incentive plans 57 1 ( 1 ) — — —

Issuance of common stock under employee stock purchase plan 60 1 1,491 — — 1,492

Issuance of common stock under defined contribution plan 88 1 3,368 — — 3,369

Stock-based compensation — — 8,819 — — 8,819

Net loss — — — ( 17,579 ) — ( 17,579 )

Other comprehensive income — — — — 4,334 4,334

Balance at December 27, 2024 58,660 $ 587 $ 1,266,926 $ 184,695 $ 8,068 $ 1,460,276

For the Six Months Ended December 26, 2025

Common Stock Additional

6 unchanged sentences

Issuance of common stock under employee stock incentive plans 405 4 ( 4 ) — — —

Issuance of common stock under employee stock purchase plan 70 1 2,727 — — 2,728

Issuance of common stock under defined contribution plan 121 1 8,369 — — 8,370

Retirement of common stock ( 222 ) ( 2 ) ( 14,999 ) — — ( 15,001 )

Stock-based compensation — — 18,449 — — 18,449

1 unchanged sentence

Other comprehensive loss — — — — ( 409 ) ( 409 )

Balance at September 27, 2024 58,455 $ 584 $ 1,253,249 $ 202,274 $ 3,734 $ 1,459,841

Balance at December 26, 2025 59,377 $ 594 $ 1,302,020 $ 154,285 $ 3,089 $ 1,459,988

For the Six Months Ended December 27, 2024

Common Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive Income Total

Shareholders’

Shares Amount

Balance at June 28, 2024 58,094 $ 581 $ 1,242,402 $ 219,799 $ 9,993 $ 1,472,775

Issuance of common stock under employee stock incentive plans 292 3 ( 3 ) — — —

Issuance of common stock under employee stock purchase plan 60 1 1,491 — — 1,492

Issuance of common stock under defined contribution plan 214 2 7,879 — — 7,881

Stock-based compensation — — 15,157 — — 15,157

Net loss — — — ( 35,104 ) — ( 35,104 )

Other comprehensive loss — — — — ( 1,925 ) ( 1,925 )

Balance at December 27, 2024 58,660 $ 587 $ 1,266,926 $ 184,695 $ 8,068 $ 1,460,276

The accompanying notes are an integral part of the consolidated financial statements.

2 unchanged sentences

(In thousands)

First Quarters Ended

September 26, 2025 September 27, 2024

Six Months Ended

December 26, 2025 December 27, 2024

Cash flows from operating activities:

Net loss $ ( 27,610 ) $ ( 35,104 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization expense 37,213 42,142

10 unchanged sentences

Other non-current assets ( 2,297 ) 3,583

Accounts payable, accrued expenses, and accrued compensation 20,893 ( 27,004 )

Accounts payable, accrued expenses, accrued compensation, and due to factoring 66,952 ( 19,816 )

Deferred revenues and customer advances 2,793 62,163

1 unchanged sentence

Other non-current liabilities ( 2,285 ) ( 4,961 )

Net cash provided by (used in) operating activities 2,182 ( 14,660 )

Net cash provided by operating activities 53,793 70,802

Cash flows from investing activities:

Purchases of property and equipment ( 12,450 ) ( 9,791 )

Other investing activities — 1,900

Net cash used in investing activities ( 12,450 ) ( 7,891 )

Cash flows from financing activities:

Proceeds from employee stock plans 2,728 1,492

Purchase and retirement of common stock ( 15,001 ) —

Payments of deferred financing and offering costs ( 3,156 ) ( 2,249 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 23 ) ( 110 )

Net decrease in cash and cash equivalents ( 4,383 ) ( 22,398 )

Net increase in cash and cash equivalents 25,891 62,044

Cash and cash equivalents at beginning of period 309,099 180,521

27 unchanged sentences

These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended June 27, 2025, which are contained in the Company’s Annual Report on Form 10-K filed with the SEC on August 11, 2025.

The results for the first quarter ended September 26, 2025 are not necessarily indicative of the results to be expected for the full fiscal year.

The results for the second quarter and six months ended December 26, 2025 are not necessarily indicative of the results to be expected for the full fiscal year.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All intercompany transactions and balances have been eliminated in consolidation.

All references to the first quarter of fiscal 2026 are to the quarter ended September 26, 2025.

There were 13 weeks during the first quarters ended September 26, 2025 and September 27, 2024, respectively.

All references to the second quarter of fiscal 2026 are to the quarter ended December 26, 2025.

There were 13 weeks during the second quarters ended December 26, 2025 and December 27, 2024, respectively.

There were 26 weeks during the six months ended December 26, 2025 and December 27, 2024, respectively.

U SE OF E STIMATES

12 unchanged sentences

The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended as necessary.

The allowance is based upon an assessment of the customer's credit worthiness, reasonable forecasts about the future, history with the customer, and the age of the receivable balance.

The Company typically invoices a customer upon shipment of the product (or completion of a service)

for contracts where revenue is recognized at a point in time.

The allowance is based upon an assessment of the customer's credit worthiness, reasonable forecasts about the future, history with the customer, and the age of

the receivable balance.

The Company typically invoices a customer upon shipment of the product (or completion of a service) for contracts where revenue is recognized at a point in time.

For contracts where revenue is recognized over time, the invoicing events are typically based on specified performance obligation deliverables or milestone events, or quantifiable measures of performance.

4 unchanged sentences

Under the RPSA, a portion of the factored receivables is paid by the counterparty in cash and classified as a deferred purchase price receivable, which is paid as receivables are collected by the Company.

On December 10, 2025, the Company amended the RPSA to increase the facility from $ 60,000 to $ 75,000 .

Proceeds for amounts factored by the Company are recorded as an incr ease to cash and a reduction to accounts receivable outstanding in the Consolidated Balance Sheets.

Cash flows attributable to factored receivables are reflected as cash flows from operating activities in the Company's Consolidated Statements of Cash Flow s.

Factor ing fees are included as Selling, general and administrative expe nses in the Company's Consolidated Statements of Operations and Comprehensive Loss.

The Company had $ 45,468 and $ 419 of factored accounts receivables and factoring fees, respectively, for the first quarter ended September 26, 2025.

The Company had $ 43,659 and $ 362 of factored accounts receivables and factoring fees, respectively, for the first quarter ended September 27, 2024.

Factor ing fees are included as Selling, general and ad ministrative expenses in the Company's Consolidated Statements of Operations and Comprehensive Loss.

The Company is responsible for collecting customer payments related to factored receivables and will remit these payments to the counterparty.

From time to time, the Company will collect customer payments related to factored receivables, which are not remitted to the counterparty prior to the end of the period due to the timing of receiving funds from the customer.

As of December 26, 2025 and June 27, 2025, the Company had collected $ 32,255 and $ 7,879 , respectively, that was not remitted to the counterparty by quarter end.

These collected balances are reflected as Cash and cash equivalents and the related obligation to remit the cash to the counterparty is recorded in Due to factoring facility on the Company's Consolidated Balance Sheet.

The decrease in the receivable for these collections is reflected within the change in operating assets and liabilities within the Company's Consolidated Statement of Cash Flows for the six months ended December 26, 2025.

The Company had $ 75,000 of factored accounts receivable, of which $ 42,745 was included as a contra account within Accounts receivable, net of allowance for credit losses on the Company's Consolidated Balance Sheet and $ 32,255 was recorded in Due to factoring facility on the Company's Consolidated Balance Sheet as of December 26, 2025.

The Company incurred factoring fees of approximately $ 542 and $ 961 for the second quarter and six months ended December 26, 2025.

The Company had $ 59,977 of factored accounts receivable, of which $ 58,120 was included as a contra account within Accounts receivable, net of allowance for credit losses on the Company's Consolidated Balance Sheet and $ 1,857 was recorded in Due to factoring facility on the Company's Consolidated Balance Sheet as of December 27, 2024.

The Company incurred factoring fees of approximately $ 459 and $ 821 for the second quarter and six months ended December 27, 2024.

The Company records the fair value of its derivative financial instruments in its consolidated financial statements in Other non-current assets, or Other non-current liabilities depending on their net position, regardless of the purpose or intent for holding the derivative contract.

2 unchanged sentences

Changes in the fair values of derivatives not qualifying for hedge accounting are reported in earnings as they occur.

All derivatives for the Company qualified for hedge accounting as of September 26, 2025.

All derivatives for the Company qualified for hedge accounting as of December 26, 2025.

R EVENUE R ECOGNITION

9 unchanged sentences

Revenue recognized at a point in time generally relates to contracts that include a combination of components, modules and sub-assemblies, integrated solutions and related system integration or other services.

Contr acts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 52 % and 45 % of revenues for the first quarters ended September 26, 2025 and September 27, 2024, respectively.

Contr acts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 55 % and 54 % of revenues for the second quarter and six months ended December 26, 2025, respectively.

Contracts with distinct performance obligations recognized at a point in time, with or without an allocation of the transaction price, totaled 55 % and 50 % of revenues for the second quarter and six months ended December 27, 2024, respectively.

The Company also engages in contracts for development, production and service activities and recognizes revenue for performance obligations over time.

2 unchanged sentences

The Company’s cost reimbursable contracts typically include cost-plus fixed fee and time and material contracts.

Total revenue recognized over time was 48 % and 55 % of total revenues for the first quarters ended September 26, 2025 and September 27, 2024 , respectively.

Total revenue recognized over time was 45 % and 46 % of total revenues for the second quarter and six months ended December 26, 2025, respectively.

Total revenue recognized over time was 45 % and 50 % of total revenues for the second quarter and six months ended December 27, 2024, respectively.

Accounting for contracts recognized over time requires significant judgment relative to estimating total contract revenues and costs.

1 unchanged sentence

The Company's estimates are based upon the professional knowledge and experience of its engineers, operations, program managers and other personnel, who review each over time contract monthly to assess the contract’s schedule, performance, technical matters and estimated cost at completion.

Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings

applicable to performance in prior periods.

Changes in estimates are applied retrospectively and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods.

The aggregate effects of these favorable and unfavorable changes across the Company’s portfolio of programs can have a significant effect upon its reported Loss from operations, Net loss and Diluted net loss per share in each of the reporting periods.

The net impact of changes in estimates had the following impact on the Company’s operating results:

First Quarters Ended

(In thousands, except per share data) September 26, 2025 September 27, 2024

Second Quarters Ended Six Months Ended

(In thousands, except per share data) December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

Loss from operations $ ( 3,479 ) $ ( 4,408 ) $ ( 7,529 ) $ ( 12,701 )

26 unchanged sentences

Contract balances are reported in a net position on a contract-by-contract basis.

The contract asset b alances were $ 274,835 and $ 278,475 as of September 26, 2025 and June 27, 2025, respectively.

The contract asset balance decreased due to $ 111,295 of billings, partially offset by revenue recognized under over time contracts of $ 107,655 during the first quarter ended September 26, 2025.

The contract liability balances were $ 125,871 and $ 127,605 as of September 26, 2025 and June 27, 2025, respectively.

The contract li ability decreased due to the timing of revenue recognized across multiple programs.

Revenue recognized for the first quarter ended September 26, 2025 that was included in the contract liability balance at June 27, 2025 was $ 39,642 .

Revenue recognized for the first quarter ended September 27, 2024 that was included in the contract liability balance at June 28, 2024 was $ 26,411 .

The contract asset balance s were $ 273,938 and $ 278,475 as of December 26, 2025 and June 27, 2025, respectively.

The contract asset balance decrease d due to $ 216,232 of billings, partially offset by revenue recognized under over time contracts of $ 211,695 during the six months ended December 26, 2025.

Th e contract liability balances were $ 137,278 and $ 127,605 as of December 26, 2025 and June 27, 2025, respectively.

The contract liability increased due to the timing of revenue recognized across multiple programs.

Revenue recognized for the second quarter and six months ended December 26, 2025 that was included in the contract liability balance at June 27, 2025 was $ 18,256 and $ 57,898 , respectively.

Revenue recognized for the second quarter and six months ended December 27, 2024 that was included in the contract liability balance at June 28, 2024 was $ 15,336 and $ 41,747 , respectively.

R EMAINING P ERFORMANCE O BLIGATIONS

1 unchanged sentence

The definition of remaining performance obligations excludes contracts with original expected durations of less than one year, as well as those contracts that provide the customer with the right to cancel or terminate the order with no substantial penalty, even if the Company’s historical experience indicates the likelihood of cancellation or termination is remote.

As of September 26, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 782,643 .

As of December 26, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 823,523 .

The Company expects to recognize approximately 50 % of its remaining performance obligations as revenue in the next 12 months and the balance thereafter.

22 unchanged sentences

Settlements made during the period ( 1,508 )

Balance at September 26, 2025 $ 2,752

Balance at December 26, 2025 $ 2,886

W EIGHTED -A VERAGE S HARES

Weighted-average shares were calculated as follows:

First Quarters Ended

September 26, 2025 September 27, 2024

Second Quarters Ended Six Months Ended

December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

Basic weighted-average shares outstanding 59,415 58,561 59,324 58,454

1 unchanged sentence

Diluted weighted-average shares outstanding 59,415 58,561 59,324 58,454

Equity instruments to purchase 2,590 and 2,694 shares of common stock were not included in the calculation of diluted net loss per share for the first quarters ended September 26, 2025 and September 27, 2024, respectively, because the equity instruments were anti-dilutive.

Equity instruments to purchase 2,633 and 2,610 shares of common stock were not included in the calculation of diluted net loss per share for the second quarter and six months ended December 26, 2025, respectively, because the equity instruments were anti-dilutive.

Equity instruments to purchase 2,993 and 2,840 shares of common stock were not included in the calculation of diluted net loss per share for the second quarter and six months ended December 27, 2024, respectively, because the equity instruments were anti-dilutive.

R ETIREMENT OF C OMMON S TOCK

Repurchases may be made through open market or privately negotiated transactions from time to time at prevailing market prices.

The Company accounts for this under the cost method, and upon retirement the excess amount over par value is charged against additional paid-in capital.

R ECENTLY I SSUED A CCOUNTING P RONOUNCEMENTS

10 unchanged sentences

The ASU is effective for fiscal years beginning after December 15, 2026, and all interim periods within applicable annual periods, with early adoption permitted.

The Company is currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures.

The Company does not expect the adoption of ASU 2025-03 to have a material impact on its Consolidated financial statements.

In July 2025, the FASB issued ASU No.

1 unchanged sentence

Measurement of Credit Losses for Accounts Receivable and Contract Assets, an amendment of the FASB Accounting Standards Codification.

The amendments in this ASU affect entities that apply the practical expedient and accounting policy election (if applicable) when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a transaction accounted for under Topic 805, Business Combinations.

The ASU is effective for fiscal years beginning after December 15, 2025, and all interim periods within applicable annual periods, with early adoption permitted.

7 unchanged sentences

The Company is currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements , an amendment of the FASB Accounting Standards Codification.

The amendments in this ASU address several hedge accounting improvements and clarifies guidance for cash flow hedges, hedging forecasted interest payments, net written options as instruments, and foreign-currency-denominated debt instruments as a dual hedge.

This ASU is effective for fiscal years beginning after December 15, 2026, and all interim periods within applicable annual periods, with early adoption permitted.

The Company is currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow Scope Improvements , an amendment of the FASB Accounting Standards Codification.

The amendments in this ASU primarily provide clarification on interim reporting requirements and enhanced disclosure requirements.

The amendments also include a disclosure principle to disclose all events since the end of the last annual reporting period that have a material impact on the Company.

The ASU is effective for fiscal years beginning after December 15, 2027, and all interim reporting periods within applicable annual periods, with early adoption permitted.

The Company is currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures.

R ECENTLY A DOPTED A CCOUNTING P RONOUNCEMENTS

5 unchanged sentences

Fair Value of Financial Instruments

The following table summarizes the Companies' financial instruments measured at fair value on a recurring basis as of September 26, 2025:

The following table summarizes the Companies' financial instruments measured at fair value on a recurring basis as of December 26, 2025:

Fair Value Measurements

September 26, 2025 Level 1 Level 2 Level 3

December 26, 2025 Level 1 Level 2 Level 3

Interest rate swap $ 4,453 $ — $ 4,453 $ —

4 unchanged sentences

The fair value of the September 2023 Swap is estimated using a discounted cash flow analysis based on the contractual terms of the derivative, leveraging observable inputs other than quoted prices, such as interest rates.

As of September 26, 2025, the fair value of the September 2023 Swap was a liability of $ 4,778 a nd is included within Other non-current liabilities in the Company's Consolidated Balance Sheets.

As of December 26, 2025, the fair value of the September 2023 Swap was a liability of $ 4,453 a nd is included within Other non-current liabilities in the Company's Consolidated Balance Sheets.

The following table summarizes the Companies' financial instruments measured at fair value on a recurring basis as of June 27, 2025:

13 unchanged sentences

Inventory was comprised of the following:

September 26, 2025 June 27, 2025

December 26, 2025 June 27, 2025

Raw materials $ 195,304 $ 195,496

6 unchanged sentences

(Years) As of

September 26, 2025 June 27, 2025

December 26, 2025 June 27, 2025

Computer equipment and software 3 - 4

8 unchanged sentences

The $ 579 increase in property and equipment, net was primarily due to capital expenditures of $ 12,450 and the reclassification of work in process inventory to property and equipment of $ 4,444 , partially offset by depreciation expense.

There was no retirements of property and equipment during the first quarters ended September 26, 2025 and September 27, 2024.

Depreciation expense related to property and equipment for the first quarters ended September 26, 2025 and September 27, 2024 was $ 8,654 and $ 9,985 , respectively.

There was $ 12,450 and $ 9,791 of capital expenditures during the six months ended December 26, 2025 and December 27, 2024, respectively.

There was $ 161 and $ 97 retirements of property and equipment during the six months ended December 26, 2025 and December 27, 2024, respectively.

Depreciation expense related to property and equipment for the second quarter and six months ended December 26, 2025 was $ 8,606 and $ 17,260 , respectively.

Depreciation expense related to property and equipment for the second quarter and six months ended December 27, 2024 was $ 9,768 and $ 19,753 , respectively.

In the second quarter ended December 26, 2025, the Company completed its internal reorganization, which changed how segment management reviewed discrete financial information, by consolidating two divisions into a single integrated structure that unified all lines of business and matrixed business functions.

The Company's U.S.-based businesses are now aligned into two product-oriented reporting units, Signal Technologies and Processing Technologies, a third reporting unit focused on more comprehensive solutions, Integrated Processing Solutions, and a fourth reporting unit is dedicated to bringing its advanced edge processing capabilities to the international market, Europe, the Middle East and Africa ("EMEA").

In accordance with FASB ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the Company determines its reporting units based upon whether discrete financial information is available, if management regularly reviews the operating results of the component, the nature of the products offered to customers and the market characteristics of each reporting unit.

A reporting unit is considered to be an operating segment or one level below an operating segment also known as a component.

Component level financial information is reviewed by management across two divisions:

Mission Systems and Microelectronics.

Component level financial information is reviewed by management across four business units:

Signal Technologies, Processing Technologies, Integrated Processing Solutions, and EMEA.

Accordingly, these were determined to be the Company's reporting units.

The Company performs its annual goodwil l impairment test in the fourth quarter of each fiscal year.

The Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year.

The Company also assesses potential triggering events during interim reporting periods.

During the first quarter ended September 26, 2025, the Company assessed events and circumstances to consider its reporting units for a potential triggering event, including:

During the second quarter ended December 26, 2025, the Company assessed events and circumstances to consider its reporting units for a potential triggering event, including:

macroeconomic conditions, industry and market considerations, financial performance and expectations of projected financial performance and cash flows, changes in the Company's stock price in relation to the carrying value of its reporting units, among other relevant factors.

The Company concluded that there were no triggering events during the period that would require an interim impairment test.

There has been no change to the carrying amount of goodwill during the first quarter ended September 26, 2025.

The Company concluded that the internal reorganization and change in reporting units qualified as a triggering event and required goodwill to be tested for impairment.

As required by ASC 350, the Company tested goodwill for impairment immediately before and after the reorganization.

The testing indicated that the fair values of the Company's reporting units each had an estimated fair value substantially in excess of their carrying values.

As a result of these analyses, it was determined that goodwill was not impaired before or after the reorganization.

In the second quarter ended December 26, 2025, the Company assigned goodwill to the new reporting units based on the relative fair value of transferred operations.

There has been no change to the carrying amount of goodwill during the second quarter and six months ended December 26, 2025.

Restructuring

During the first quarter ended September 26, 2025, the Company approved and initiated a workforce reduction that eliminated approximately 40 positions, resulting in $ 1,584 of severance costs.

During the six months ended December 26, 2025, the Company approved and initiated workforce reductions that eliminated approximately 100 positions, resulting in $ 5,639 of severance costs.

The Company incurs restructuring and other charges in connection with management's decision to undertake certain actions to realign operating expenses through workforce reductions and the closure of certain Company facilities, businesses and lines of business.

6 unchanged sentences

Cash paid ( 2,547 )

Balance at September 26, 2025 $ 1,557

The Company recorded an income tax benefit of $ 4,021 and $ 5,594 on a loss before income taxes of $ 16,536 and $ 23,119 for the first quarters ended September 26, 2025 and September 27, 2024, respectively.

During the first quarters ended September 26, 2025 and September 27, 2024, the Company recognized a tax benefit of $ 1,120 related to stock compensation windfalls and a tax provision of $ 219 related to stock compensation shortfalls, respectively.

The effective tax rate for the first quarters ended September 26, 2025 and September 27, 2024 differed from the federal statutory rate primarily due to federal and state research and development credits, non-deductible compensation, and state taxes.

Balance at December 26, 2025 $ 4,298

The Company recorded an income tax benefit of $ 2,364 and $ 6,725 on a loss before income taxes of $ 17,459 and $ 24,304 for the second quarters ended December 26, 2025 and December 27, 2024, respectively.

The Company recorded an income tax benefit of $ 6,385 and $ 12,319 on a loss before income taxes of $ 33,995 and $ 47,423 for the six months ended December 26, 2025 and December 27, 2024, respectively.

During the second quarter and six months ended December 26, 2025, the Company recognized a tax benefit of $ 1,002 and $ 2,122 related to stock compensation windfalls, respectively, and during the second quarter and six months ended December 27, 2024, the Company recognized a tax provision of $ 138 and $ 357 related to stock compensation shortfalls, respectively.

The effective tax rate for the second quarter and six months ended December 26, 2025 differed from the federal statutory rate primarily due to federal and state research and development credits, non-deductible compensation, stock compensation windfalls, and state taxes.

The effective tax rate for the second quarter and six months ended December 27, 2024 differed from the federal statutory rate primarily due to federal and state research and development credits, non-deductible compensation, and state taxes.

The Company continues to maintain a valuation allowance on all of its foreign net operating loss carryforwards and the majority of its state research and developmental tax credit carryforwards.

3 unchanged sentences

R EVOLVING C REDIT F ACILITY

The Company has a 5 -year revolving credit facility (the "Revolver") with a maturity extended to February 28, 2027.

The borrowing capacity as defined under the Revolver as of September 26, 2025 is approximately $ 900,000 less outstanding borrowings of $ 591,500 .

There were outstanding letters of credit of $ 5,883 as of September 26, 2025.

During the first quarter ended September 26, 2025, the Company made no borrowings or repayments.

As of September 26, 2025, the Company was in compliance with all covenants and conditions under the Revolver.

The Company incurred interest expense of $ 7,886 for the first quarter ended September 26, 2025.

As of September 26, 2025, the Company's outstanding balance of unamortized deferred financing costs was $ 2,994 , which is being amortized to Other expense, net in the Consolidated Statements of Operations and Comprehensive Loss on a straight line basis over the term of the Revolver and includes the costs incurred in conjunction with the August 2024 amendment to the Revolver.

On August 13, 2024, the Company executed Amendment No.

6 to the Revolver, decreasing the permanent borrowing capacity to $ 900,000 , with a temporary reduction in credit availability to $ 750,000 until the Company meets a minimum consolidated EBITDA level, as defined in the Amendment No.

The Company has a 5 -year revolving credit facility (the "Revolver") with a maturity extended to November 4, 2030.

The borrowing capacity as defined under the Revolver as of December 26, 2025 is $ 850,000 less outstanding borrowings of $ 591,500 .

There were outstanding letters of credit of $ 5,878 as of December 26, 2025.

During the second quarter and six months ended December 26, 2025, the Company made no borrowings or repayments.

As of December 26, 2025, the Company was in compliance with all covenants and conditions under the Revolver.

The Company incurred interest expense of $ 7,849 and $ 15,735 for the second quarter and six months ended December 26, 2025, respectively.

On November 4, 2025, the Company entered into Amendment No.

7 to the Revolver.

This amendment extends the maturity date of the credit facility by five years to November 4, 2030 with a borrowing capacity of $ 850,000 .

In conjunction with Amendment No.

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This write-off is included in Other expense, net in the Consolidated Statements of Operations and Comprehensive Loss.

Refer to exhibit 10.7.6 on Form 10-K filed by the Company with the SEC on August 11, 2025.

Refer to Note O for further information regarding Amendment No.

7 to the Revolver entered into on November 4, 2025.

Refer to Exhibit 10.1 on Form 8-K filed by the Company with the SEC on November 4, 2025.

As of December 26, 2025, the Company's outstanding balance of unamortized deferred financing costs was $ 4,961 , which is being amortized to Other expense, net in the Consolidated Statements of Operations and Comprehensive Loss on a straight line basis over the term of the Revolver and includes the costs incurred in conjunction with the August 2024 and November 2025 amendments to the Revolver.

Employee Benefit Plan

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The funded status may vary from year to year due to changes in the fair value of the Plan’s assets and variations on the underlying assumptions of the projected benefit obligation of the Plan.

The Plan's funded status at September 26, 2025 was a net liability of $ 5,342 , which is recorded in Other non-current liabilities on the Consolidated Balance Sheet.

The Company recognized net periodic benefit costs of $ 167 and $ 232 associated with the Plan and a net loss of $ 57 and $ 54 in AOCI during the first quarters ended September 26, 2025 and September 27, 2024, respectively.

The Plan's funded status at December 26, 2025 was a net liability of $ 5,458 , which is recorded in Other non-current liabilities on the Consolidated Balance Sheet.

The Company recognized net periodic benefit costs of $ 167 and $ 231 associated with the Plan and a net loss of $ 56 and $ 51 in AOCI during the second quarters ended December 26, 2025 and December 27, 2024, respectively.

The Company recognized net periodic benefit costs of $ 334 and $ 463 associated with the Plan and a net loss of $ 113 and $ 105 in AOCI during the six months ended December 26, 2025 and December 27, 2024, respectively.

The Company's total expected employer contributions to the Plan during fiscal 2026 are $ 706 .

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Stock-based 401(k) matching compensation cost is measured based on the value of the matching amount and is recognized as expense as incurred.

During the first quarters ended September 26, 2025 and September 27, 2024, the Company recognized share-based matching contributions related to the 401(k) plan of $ 6,750 and $ 4,432 , respectively.

During the second quarter and six months ended December 26, 2025, the Company recognized share-based matching contributions related to the 401(k) plan of $ 4,694 and $ 11,444 , as compared to $ 3,428 and $ 7,860 during the second quarter and six months ended December 27, 2024.

Deferred Compensation Plan

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All deferrals or employer contributions under the plan, and all earnings thereon, are fully vested as and when made or credited to plan participants.

As of September 26, 2025, the Company held assets under the rabbi trust of $ 657 , and was subject to liabilities for amounts payable under the plan to participants (including accrued employer matching contributions not yet credited to plan participants) of $ 657 .

Assets related to this plan are included in Other assets, and liabilities related to this plan are included in Other long-term liabilities in the Consolidated Balance Sheets.

During the first quarters ended September 26, 2025 and September 27, 2024, the Company recognized an immaterial value of compensation expense as a result of changes in the value of notional investments selected by plan participants for the investment of their plan account balances, with the same amount being recorded as other income attributable to changes in the market value of the assets held by the rabbi trust.

As of December 26, 2025, the Company held assets under the rabbi trust of $ 714 , and was subject to liabilities for amounts payable under the plan to participants (including accrued employer matching contributions not yet credited to plan participants) of $ 714 .

Assets related to this plan are included in Other assets, and liabilities related to this plan are included in Accrued compensation in the Consolidated Balance Sheets.

During the second quarters ended December 26, 2025 and December 27, 2024, the Company recognized an immaterial value of compensation expense as a result of changes in the value of notional investments selected by plan participants for the investment of their plan account balances, with the same amount being recorded as other income attributable to changes in the market value of the assets held by the rabbi trust.

Stock-Based Compensation

S TOCK I NCENTIVE P LANS

At September 26, 2025, the aggregate number of shares authorized for issuance under the Company’s Amended and Restated 2018 Stock Incentive Plan (the “2018 Plan”) is 7,862 shares, including 3,000 shares approved by the Company's shareholders on October 28, 2020 and 2,000 shares approved for future grant under the 2018 Plan by the Company's shareholders on October 26, 2022.

On October 25, 2023, the Company's shareholders approved an additional 3,450 shares to be added to the 2018 plan.

The 2018 Plan shares available for issuance also include 948 shares rolled into the 2018 Plan that were available for future grant under the Company’s 2005 Stock Incentive Plan, as amended and restated (the “2005 Plan”).

The 2018 Plan replaced the 2005 Plan.

The 2018 Plan provides for the grant of non-qualified and incentive stock options, restricted stock, stock appreciation rights and deferred stock awards to employees and non-employees.

Stock options must be granted with an exercise price of not less than 100 % of the fair value of the Company’s common stock on the date of grant and the options generally have a term of seven years .

There were 2,774 available shares for future grant under the 2018 Plan at September 26, 2025.

As part of the Company's ongoing annual equity grant program for employees, the Company grants performance-based restricted stock awards to certain executives and employees pursuant to the 2018 Plan.

The Company’s 2025 Long Term Incentive Plan (as amended from time to time, the “2025 Plan”) was adopted by the Company’s Board of Directors in July 2025 and approved by the Company’s shareholders on October 22, 2025.

At December 26, 2025, the aggregate number of shares authorized for issuance under the 2025 Plan is 1,954 shares, including 1,900 shares approved by the Company’s shareholders on October 22, 2025 and 54 shares by virtue of awards forfeited from and after October 22, 2025 under a predecessor stock incentive plan, the Company’s Amended and Restated 2018 Stock Incentive Plan (the “2018 Plan”).

The 2025 Plan provides for the grant to employees and non-employees of non-qualified and incentive stock options, stock appreciation rights, time-based and performance-based restricted stock awards or units, and deferred stock awards or units.

Stock options and stock appreciation rights must be granted with an exercise price of not less than 100 % of the fair value of the Company’s common stock on the date of grant and have a maximum exercisable term of ten years .

Under the share counting rules applicable to the 2025 Plan, each share issued pursuant to a stock option or stock appreciation right counts as 0.5 shares against the available share reserve, and each share issued pursuant to any other award (a “full value” award) counts as one share against the available reserve.

Accordingly, at December 26, 2025, a maximum of 3,859 shares underlying future awards of stock options and stock appreciation rights are issuable under the 2025 Plan, and a maximum of 1,929 shares underlying future full value awards are issuable under the 2025 Plan.

As part of the Company's ongoing annual equity grant program for employees, the Company grants performance-based restricted stock unit awards to certain executives and employees pursuant to the 2025 Plan (and prior to October 22, 2025, the 2018 Plan).

Performance awards vest based on the requisite service period subject to the achievement of specific financial performance targets.

Based on the performance targets, some of these awards require graded vesting which results in more rapid expense recognition compared to traditional time-based vesting over the same vesting period.

The Company monitors the probability of achieving the performance targets on a

quarterly basis and may adjust periodic stock compensation expense accordingly based on its determination of the likelihood for reaching targets.

The Company monitors the probability of achieving the performance targets on a quarterly basis and may adjust periodic stock compensation expense accordingly based on its determination of the likelihood for reaching targets.

The performance targets generally include the achievement of financial performance goals, either on an absolute basis or relative to a peer group of companies.

Payouts under performance-based restricted stock awards may also be subject to modification based on Mercury’s total shareholder return relative to the component companies within the Spade Defense Index.

Payouts under performance-based restricted stock unit awards may also be subject to modification based on Mercury’s total shareholder return relative to the component companies within the Spade Defense Index.

E MPLOYEE S TOCK P URCHASE P LAN

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The 1997 ESPP permitted employees to purchase common stock through payroll deductions, which may not have exceeded 10 % of an employee’s compensation as defined in the 1997 ESPP.

There were no shares issued under the 1997 ESPP during the first quarters ended September 26, 2025 and September 27, 2024, respectively.

There were no shares issued under the 1997 ESPP during the six months ended December 26, 2025 and December 27, 2024, respectively.

There were an immaterial amount of shares related to the 1997 Plan issued and returned to the reserve during the six months ended December 27, 2024.

The Company adopted a new employee stock purchase plan (the “2024 ESPP”) in April 2024.

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The 2024 ESPP permits employees to purchase common stock through payroll deductions, which may not exceed 10 % of an employee’s compensation as defined in the 2024 ESPP.

There were no shares issued under the 2024 ESPP during the first quarters ended September 26, 2025 and September 27, 2024, respectively.

Shares available for future purchase under the 2024 ESPP totaled 870 at September 26, 2025.

There were 70 and 65 shares issued under the 2024 ESPP during the six months ended December 26, 2025 and December 27, 2024, respectively.

Shares available for future purchase under the 2024 ESPP totaled 800 at December 26, 2025.

S TOCK O PTION A ND A WARD A CTIVITY

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(Years) Aggregate

Intrinsic Value as of September 26, 2025

Intrinsic Value as of December 26, 2025

Outstanding at June 27, 2025 934 $ 12.71 $ 45.00 —

Exercised — —

Outstanding at September 26, 2025 934 12.71 45.00 2.53 years —

Exercisable at September 26, 2025 — $ — $ — — —

There were no options vested or exercised during the first quarter ended September 26, 2025.

Outstanding at December 26, 2025 934 12.71 45.00 2.32 years —

Exercisable at December 26, 2025 — $ — $ — — —

There were no options vested or exercised during the six months ended December 26, 2025.

Non-vested stock options are subject to the risk of forfeiture until the fulfillment of specified conditions.

As of September 26, 2025, there was $ 4,943 of total unrecognized compensation cost related to non-vested options granted that is expected to be recognized over a weighted-average period of 1.53 years from September 26, 2025.

As of December 26, 2025, there was $ 4,046 of total unrecognized compensation cost related to non-vested options granted that is expected to be recognized over a weighted-average period of 1.32 years from December 26, 2025.

The following table summarizes the status of the Company’s non-vested restricted stock awards and deferred stock awards since June 27, 2025:

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Shares Weighted Average

Outstanding at June 27, 2025 1,742 $ 40.37

Non-vested at June 27, 2025 1,742 $ 40.37

Granted 555 67.08

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Forfeited ( 90 ) 47.89

Outstanding at September 26, 2025 1,895 $ 48.00

Non-vested at December 26, 2025 1,802 $ 48.45

S TOCK -B ASED C OMPENSATION E XPENSE

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The following table presents share-based compensation expenses included in the Company’s Consolidated Statements of Operations and Comprehensive Loss:

First Quarters Ended

September 26, 2025 September 27, 2024

Second Quarters Ended Six Months Ended

December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

Cost of revenues $ 1,863 $ ( 167 ) $ 3,623 $ ( 54 )

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Europe Eliminations Total

FIRST QUARTER ENDED SEPTEMBER 26, 2025

SECOND QUARTER ENDED DECEMBER 26, 2025

Net revenues to unaffiliated customers $ 221,010 $ 11,862 $ — $ 232,872

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Net revenues $ 222,884 $ 16,353 $ ( 6,365 ) $ 232,872

FIRST QUARTER ENDED SEPTEMBER 27, 2024

SECOND QUARTER ENDED DECEMBER 27, 2024

Net revenues to unaffiliated customers $ 205,054 $ 18,071 $ — $ 223,125

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Net revenues $ 207,772 $ 20,600 $ ( 5,247 ) $ 223,125

SIX MONTHS ENDED DECEMBER 26, 2025

Net revenues to unaffiliated customers $ 433,008 $ 25,073 $ — $ 458,081

Inter-geographic revenues 4,175 6,977 ( 11,152 ) —

Net revenues $ 437,183 $ 32,050 $ ( 11,152 ) $ 458,081

SIX MONTHS ENDED DECEMBER 27, 2024

Net revenues to unaffiliated customers $ 397,714 $ 29,842 $ — $ 427,556

Inter-geographic revenues 4,773 5,348 ( 10,121 ) —

Net revenues $ 402,487 $ 35,190 $ ( 10,121 ) $ 427,556

The geographic distribution of the Company’s identifiable long-lived assets is summarized as follows:

September 26, 2025 $ 101,658 $ 976 $ 102,634

December 26, 2025 $ 101,154 $ 865 $ 102,019

June 27, 2025 $ 100,484 $ 956 $ 101,440

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The following table presents the Company's net revenue by end user for the periods presented:

First Quarters Ended

September 26, 2025 September 27, 2024

Second Quarters Ended Six Months Ended

December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

$ 194,480 $ 176,291 $ 382,404 $ 337,485

8 unchanged sentences

The following table presents the Company's net revenue by end application for the periods presented:

First Quarters Ended

September 26, 2025 September 27, 2024

Second Quarters Ended Six Months Ended

December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

$ 53,724 $ 47,110 $ 83,914 $ 80,859

13 unchanged sentences

The following table presents the Company's net revenue by product grouping for the periods presented:

First Quarters Ended

September 26, 2025 September 27, 2024

Second Quarters Ended Six Months Ended

December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

Components (1)

16 unchanged sentences

The following table presents the Company's net revenue by platform for the periods presented:

First Quarters Ended

September 26, 2025 September 27, 2024

Second Quarters Ended Six Months Ended

December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

$ 84,200 $ 96,214 $ 178,888 $ 186,704

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Customers comprising 10% or more of the Company’s revenues for the periods shown are as follows:

First Quarters Ended

September 26, 2025 September 27, 2024

Lockheed Martin Corporation 13 % 11 %

Second Quarters Ended Six Months Ended

December 26, 2025 December 27, 2024 December 26, 2025 December 27, 2024

RTX Corporation 19 % 15 % 15 % 12 %

Northrop Grumman 12 % * 11 % *

Lockheed Martin Corporation 11 % * 12 % 10 %

Navy * 11 % * 10 %

L3Harris * * * 10 %

42 % 26 % 38 % 42 %

* Indicates that the amount is less than 10% of the Company's revenue for the respective period.

While the Company typically has customers from which it derives 10% or more of its revenue, the sales to each of these customers are spread across multiple programs and platforms.

There were no programs comprising 10% or more of the Company's revenues for the first quarters ended September 26, 2025 and September 27, 2024.

There were no programs comprising 10% or more of the Company's revenues for the second quarters and six months ended December 26, 2025 and December 27, 2024.

Commitments and Contingencies

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In November 2021, the Company responded to a request for information from MassDEP regarding the detection of PFAS (per- and polyfluoroakyl substances) in the Acton, Massachusetts Water District’s Conant public water supply wells near the Site at a level above the standard that MassDEP published for PFAS in October 2020.

The Company has not been contacted by MassDEP regarding PFAS since the response was provided in November 2021.

On October 30, 2025, MassDEP sent a Notice of Responsibility to the Company reporting that the Company, as successor to a former owner and operator of the Site, and Laine Realty Trust, the current owner of the Site, are responsible parties related to alleged releases of waste wave solder and Freon at the Site.

The Company is engaging a licensed site professional and will respond to the notice from MassDEP.

The Company had not been contacted by MassDEP regarding PFAS since the response was provided in November 2021 until October 30, 2025, when MassDEP sent a Notice of Responsibility to the Company reporting that the Company, as successor to a former owner and operator of the Site, and Laine Realty Trust, the current owner of the Site, are responsible parties related to alleged releases of waste wave solder and Freon at the Site.

The Company has engaged a licensed site professional and responded to the notice from MassDEP.

It is too early to determine what responsibility, if any, the Company may have for these environmental matters.

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However, the arbitrator found that the former CEO is entitled to compensation during the dispute under the agreement.

The arbitrator awarded the former CEO cash compensation including base salary, interest, and bonus, but the arbitrator declined to award the former CEO shares of Mercury stock (or the value thereof) because the arbitrator determined it was unclear whether he had jurisdiction to review the effect of Mercury's Human Capital and Compensation Committee decision to rescind and cancel such stock awards.

was unclear whether he had jurisdiction to review the effect of Mercury's Human Capital and Compensation Committee decision to rescind and cancel such stock awards.

The arbitrator also awarded the former CEO all reasonable legal fees and expenses incurred in the arbitration per the CIC Agreement, finding no bad faith in his pursuit of the claims, and rejected the Company's counterclaims.

The total amount of the Company's obligation to the former CEO is still to be determined, as the calculation of his legal fees and interest remains to be considered by the arbitrator, but the Company expects the total final award to be approximately $ 3,000 .

On September 12, 2025, the former CEO filed a complaint in Massachusetts state court seeking to vacate the interim arbitration award in part, as to the shares of Mercury's stock the arbitrator declined to award.

The Company believes that it has valid defenses to the claims asserted by the former CEO and intends to contest the claims vigorously.

It is reasonably possible that the Company will incur a liability in this matter, and it estimates the potential range of exposure from $ 3,000 to $ 12,000 , plus costs and attorneys’ fees for our former CEO during the Massachusetts state court dispute and further arbitration.

On December 30, 2025, the parties executed a settlement agreement resolving the claims in both the arbitration proceeding and the Massachusetts state court lawsuit in exchange for a payment of $ 5,000 from the Company to the former CEO.

The payment was completed on December 30, 2025, the arbitration proceeding has been closed, and the Massachusetts state court lawsuit has been dismissed.

On December 13, 2023, a securities class action complaint was filed against the Company, Mark Aslett, and Michael Ruppert in the U.S.

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Aslett and Mr.

indemnified by the Company for the federal securities class action.

Ballhaus are indemnified by the Company for the federal securities class action.

While in discovery, the parties participated in a mediation on September 11, 2025.

After the mediation, all parties to the securities class action lawsuit agreed to a settlement in principle to resolve the litigation for $ 32,500 , which settlement in principle is subject to a final settlement agreement and review and approval by the court.

As of September 26, 2025, a $ 32,500 receivable and payable were included within prepaid expenses and other current assets and accrued expenses in the Company's Consolidated Balance Sheet, respectively.

The increase and decrease in the receivable and payable were reflected within the changes in operating assets and liabilities within the Company's Consolidated Statement of Cash Flows for the first quarter ended September 26, 2025.

As of December 26, 2025, a $ 32,500 receivable and payable were included within Prepaid expenses and other current assets and Accrued expenses in the Company's Consolidated Balance Sheet, respectively.

On October 11, 2024, the Company received a shareholder derivative demand on behalf of Robert Sawyer alleging substantially the same claims as those covered in the federal securities class action.

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On December 21, 2024, the Company reached an agreement in principle to settle these wage and hour class action claims for $ 450 , which settlement in principle is subject to a final settlement agreement and review and approval by the court.

In September 2025, an internal investigation was initiated, with the assistance of outside counsel, in connection with what the Company preliminarily believes may be inaccurately reported test results and certifications of conformance with certain product performance specifications under subcontracts involving approximately $ 15,000 in total revenue over approximately 20 years in support of a government program.

years in support of a government program.

The Company has no evidence that the product has not been effective in its intended use or function, nor has it encountered reported safety issues.

The Company has reported the matter to the customer and, in an abundance of caution, to the government.

The Company cannot currently estimate the amount or range of cost or any loss associated with this matter.

Any determination that the Company’s operations were not in compliance with laws or regulations such as the False Claims Act could result in the imposition of civil or criminal fines, penalties, disgorgement, restitution, equitable relief, or other losses or conduct restrictions, and could be material to the Company’s financial results or business operations.

The Company’s customer has notified the Company that there is no impact to system performance resulting from the reported deviations from specifications, and that such deviations are within tolerances.

The Company’s customer has agreed to modify the specifications so that the Company can continue producing the product.

The Company cannot currently estimate the amount or range of cost or loss, if any, associated with this matter.

Any determination that the Company’s previous operations were not in compliance with laws or regulations such as the False Claims Act could result in the imposition of civil or criminal fines, penalties, disgorgement, restitution, equitable relief, or other losses or conduct restrictions, and could be material to the Company’s financial results or business operations.

I NDEMNIFICATION O BLIGATIONS

3 unchanged sentences

P URCHASE C OMMITMENTS

As of September 26, 2025, the Company has entered into non-cancelable purchase commitments for certain inventory components and services used in its normal operations.

As of December 26, 2025, the Company has entered into non-cancelable purchase commitments for certain inventory components and services used in its normal operations.

The purchase commitments covered by these agreements aggregate to $ 203,714 .

6 unchanged sentences

The Swap agreement is designated and qualified for hedge accounting treatment as a cash flow hedge and is scheduled to mature on February 28, 2027, coterminous with the maturity of the Revolver.

As of September 26, 2025, the fair value of the Swap was a liability of $ 4,778 and is included within Other non-current liabilities in the Company's Consolidated Balance Sheet.

As of December 26, 2025, the fair value of the Swap was a liability of $ 4,453 and is included within Other non-current liabilities in the Company's Consolidated Balance Sheet.

On September 29, 2022 and on September 28, 2023 the Company terminated previous Swap agreements and entered into new agreements with the same maturity February 28, 2027.

The fair market values of the Swaps at the time of termination are amortized until the maturity date (February 28, 2027).

During the first quarter ended September 26, 2025, the Company amortized a total of $ 881 of the gain associated with the previously disclosed interest swaps terminated on September 29, 2022 and September 28, 2023, as disclosed in Note Q of Form 10-K filed with the SEC on August 11, 2025, which is included within Other comprehensive income (loss).

During the second quarter and six months ended December 26, 2025, the Company amortized a total of $ 881 and $ 1,762 , respectively, of the gain associated with the previously disclosed interest swaps terminated on September 29, 2022 and September 28, 2023, as disclosed in Note Q of Form 10-K filed with the SEC on August 11, 2025, which is included within AOCI.

The market risk associated with the Company’s derivative instrument is the result of interest rate movements that are expected to offset the market risk of the underlying arrangement.

The counterparty to the September 2023 Swap is JPMorgan.

Based on the credit ratings of the Company’s counterparty as of September 26, 2025, nonperformance is not perceived to be a material risk.

Based on the credit ratings of the Company’s counterparty as of December 26, 2025, nonperformance is not perceived to be a material risk.

Furthermore, none of the Company’s derivatives are subject to collateral or other security arrangements and none contain provisions that are dependent on the Company’s credit ratings from any credit rating agency.

2 unchanged sentences

As a result of the above considerations, the Company does not consider the risk of counterparty default to be significant.

Subsequent Events

The Company has evaluated subsequent events from the date of the Consolidated Balance Sheet through the date the consolidated financial statements were issued.

On October 22, 2025, at the Company's Annual Meeting, shareholders approved the Company's new 2025 Long Term Incentive Plan, which replaces the Company's 2018 Stock Incentive Plan.

Share Repurchase Program

On November 3, 2025, the Board of Directors authorized a new share repurchase program for the purchase of up to $ 200,000 of the Company’s outstanding common stock.

1 unchanged sentence

The timing and amount of repurchases will depend on market conditions and other factors.

On November 4, 2025, the Company entered into Amendment No.

7 to the Revolver.

This amendment extends the maturity date of the Revolver by five years to November 4, 2030 with a facility size of $ 850,000 .

As of the effective date of the amendment, the outstanding balance on the Revolver was $ 591,500 .

All share repurchases are made in accordance with Rule 10b-18.

During the second quarter and six months ended December 26, 2025, 221,510 shares of the Company's common stock were repurchased and immediately retired under the share repurchase program at an average cost of $ 67.70 per share.

As of December 26, 2025, there was $ 185,003 available for future share repurchases under this share repurchase program.

Subsequent Events

The Company has evaluated subsequent events from the date of the Consolidated Balance Sheet through the date the consolidated financial statements were issued and noted no items requiring adjustment of the financial statements or additional disclosures.

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-Q

Item 1. Financial Statements