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Item 9A. Controls and Procedures

2026-08-18 compared with 2025-08-11 · 70 added, 17 removed, 130 unchanged (40% of the section changed)

1 unchanged sentence

(a) E FFECTIVENESS OF D ISCLOSURE C ONTROLS AND P ROCEDURES

We conducted an evaluation as of June 27, 2025 under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), and concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”) were effective as of June 27, 2025 and designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We conducted an evaluation as of July 3, 2026 under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial

officer, respectively), and concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”) were effective as of July 3, 2026 and designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b) I NHERENT L IMITATIONS ON E FFECTIVENESS OF C ONTROLS

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 27, 2025 based on the framework in Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that our internal control over financial reporting was effective as of June 27, 2025.

The effectiveness of our internal control over financial reporting as of June 27, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report.

Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an assessment of the effectiveness of our internal control over financial reporting as of July 3, 2026 based on the framework in Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that our internal control over financial reporting was effective as of July 3, 2026.

The effectiveness of our internal control over financial reporting as of July 3, 2026 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report.

(d) C HANGES IN I NTERNAL C ONTROL O VER F INANCIAL R EPORTING

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OTHER INFORMATION

During the fourth quarter ended June 27, 2025, none of the Company's directors or executive officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement as each term is defined in Section 408(a) of Regulation S-K.

Insider Trading Arrangements

During the fourth quarter ended July 3, 2026, other than the arrangements discussed in Part II - Item 5 Insider Trading Arrangements, none of the Company's directors or executive officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement as each term is defined in Section 408(a) of Regulation S-K.

Amendments to Performance Stock Awards Granted During Fiscal 2024

Effective August 14, 2026, the Human Capital and Compensation Committee of the Board of Directors (the “Compensation Committee”) approved amendments to performance stock awards granted during fiscal 2024 (the “2024 PSAs”) to each of our named executive officers other than our Chief Executive Officer, as further described below.

Prior to the effectiveness of the amendments, the 2024 PSAs provided for stock-based payouts of up to 200% of each recipient’s target shares based on the Company’s adjusted EBITDA margin and organic revenue performance for fiscal 2024-2026, subject to a modifier that could adjust award payouts upward or downward by up to 25 percentage points based on the Company’s total shareholder return relative to other Spade® Defense Index companies (“Relative TSR”) for fiscal 2024-2026.

The specific details of these performance and payout criteria are set forth below.

Financial Performance Measures Market Performance Modifier

EBITDA Margin

(50% Weighting) Organic

(50% Weighting) Payout Factor

(% of Target Shares) Relative TSR Percentile Ranking Adjustment to Payout Factor

Maximum ≥ 21.7%

≥ 75 th Percentile

50-55 th Percentile

Threshold 17.7%

25 th Percentile

Below Threshold < 17.7%

< 25 th Percentile

For the fiscal 2024-2026 performance period, the Company’s adjusted EBITDA margin and organic revenue were 10.2% and $2,731, respectively, each of which was insufficient to earn any payout under the 2024 PSAs.

However, during this same performance period the Company achieved a strong shareholder return of 265%, and a Relative TSR at the 74.4 th percentile of Spade Defense Index companies, resulting in award recipients earning a calculated payout of 24.4% of their target shares.

Following the end of fiscal 2026, the Compensation Committee engaged in a comprehensive review of the Company’s fiscal 2024-2026 performance.

As noted in our 2024 proxy statement, the Company’s 2024 financial performance was negatively impacted by transitory challenges – primarily relating to warranty and inventory reserves, changes in contract cost estimates, renegotiation of underperforming contracts and technical and production challenges relating to our common processing architecture – which were not anticipated at the time the performance targets for the 2024 PSAs were established, obscuring solid performance elsewhere in the business.

Furthermore, these challenges emerged at a time that our leadership team was newly reconstituted, including our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, each of whom was appointed to their respective roles during or immediately prior to the start of fiscal 2024.

Nonetheless, the Company responded to these challenges with considerable progress in our priority areas during 2024, accompanied by substantially improved financial results in the second half of fiscal 2024 and continuing with strong performance through fiscal 2025 and 2026.

The Committee further instructed its independent compensation consultant to prepare a review of the alignment of pay with performance for each of our named executive officers during the fiscal 2024-2026 time period, including alternatives for addressing dislocations in a manner that maintains our desired pay-for-performance philosophy consistent with the continuing leadership team’s financial and shareholder return achievements.

Following a review of this analysis and of the Company’s performance as described above, the Committee determined to amend the 2024 PSAs awarded to our Chief Financial Officer, Chief Legal Officer and Chief Human Resources Officer to provide for an additional payout of 50% of their respective target shares (representing the Threshold payout under the 2024 PSAs based on financial performance measures), contingent on their continued employment for an additional one-year vesting period, with each of the recipients consenting to the amendment of their respective 2024 PSA award agreement.

The Committee further determined that it would not amend the 2024 PSAs awarded to our Chief Executive Officer, who agreed with the Committee’s determination.

No other Company employees held 2024 PSAs at the time of the Committee’s determinations.

The specific details of the amended payouts under the 2024 PSAs are set forth below.

Grant Date Target Shares Granted Calculated Payout Calculated Shares Earned Vesting Date for Calculated Shares Additional Payout Additional Shares Earned Vesting Date for Additional Shares

Farnsworth , Chief Financial Officer

8/15/2023 63,576 (1)

24.4 % 15,512 8/15/2026 50.0 % 31,789 8/15/2027

Kupinsky , Chief Legal Officer

2/15/2024 27,255 24.4 % 6,650 2/15/2027 50.0 % 13,628 2/15/2028

Ratner , Chief Human Resources Officer

8/15/2023 10,528 24.4 % 2,569 8/15/2026 50.0 % 5,264 8/15/2027

(1) Reflects two separate awards made to Mr.

Farnsworth on the same date, under which he was granted 41,017 target shares in connection with his hire and 22,559 target shares as part of his annual compensation for fiscal year 2024.

The foregoing description of the amendments to the 2024 PSAs does not purport to be complete and is qualified in its entirety by reference to the full text of the form of amendment filed as Exhibit 10.16 to this Annual Report on Form 10-K and is incorporated by reference into this Item 9B.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Report of Independent Registered Public Accounting Firm

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

Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended June 27, 2025, June 28, 2024, and June 30, 2023

Consolidated Statements of Shareholders’ Equity for the fiscal years ended June 27, 2025, June 28, 2024, and June 30, 2023

Consolidated Statements of Cash Flows for the years ended June 27, 2025, June 28, 2024, and June 30, 2023

Consolidated Balance Sheets as of July 3, 2026 and June 27, 2025

Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended July 3, 2026, June 27, 2025, and June 28, 2024

Consolidated Statements of Shareholders’ Equity for the fiscal years ended July 3, 2026, June 27, 2025, and June 28, 2024

Consolidated Statements of Cash Flows for the years ended July 3, 2026, June 27, 2025, and June 28, 2024

Notes to Consolidated Financial Statements

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SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR FISCAL YEARS ENDED JUNE 27, 2025, JUNE 28, 2024, and JUNE 30, 2023

FOR FISCAL YEARS ENDED JULY 3, 2026, JUNE 27, 2025, and JUNE 28, 2024

(In thousands)

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/S/ DOUGLAS D.

MUNRO Vice President, Chief Accounting Officer (principal accounting officer) August 11, 2025

MUNRO Senior Vice President, Chief Accounting Officer (principal accounting officer) August 18, 2026

/S/ ORLANDO P.

23 unchanged sentences

2024 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 filed May 8, 2024)

Form of Indemnification Agreement between the Company and each of its current directors (incorporated herein by reference to Exhibit 10.4 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2009)

Form of Indemnification Agreement between the Company and each of its current directors and officers (incorporated herein by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended December 26, 2025)

2018 Stock Incentive Plan, as amended and restated (incorporated herein by reference to Exhibit 10.3 of the Company's annual report on Form 10-K for the fiscal year end June 28, 2024)

2 unchanged sentences

Form of Deferred Stock Award Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)

Form of Stock Option Agreement for performance stock options under the 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on September 28, 2007)

Form of Performance-Based Restricted Stock Award Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)

Form of Change in Control Severance Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.9.2 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)

2025 Long Term Incentive Plan (incorporated herein by reference to Appendix A of the Company’s proxy statement filed on September 10, 2025)

Form of Restricted Stock Unit Agreement under the 2025 Long Term Incentive Plan (Non-Employee Directors) (incorporated herein by reference to Exhibit 10.6 of the Company’s quarterly report on Form 10-Q for the quarter ended September 26, 2025)

Form of Deferred Stock Unit Agreement under the 2025 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.7 of the Company’s quarterly report on Form 10-Q for the quarter ended September 26, 2025)

Form of Restricted Stock Unit Agreement under the 2025 Long Term Incentive Agreement (Employees) (incorporated herein by reference to Exhibit 10.8 of the Company’s quarterly report on Form 10-Q for the quarter ended September 26, 2025)

Form of Deferred Stock Unit Agreement under the 2025 Long term Incentive Plan (DCMP) (incorporated herein by reference to Exhibit 10.9 of the Company’s quarterly report on Form 10-Q for the quarter ended September 26, 2025)

Form of Change in Control Severance Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the quarter ended September 26, 2025)

Form of Severance Benefits Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.4 of the Company’s quarterly report on Form 10-Q for the quarter ended September 26, 2025)

DESCRIPTION OF EXHIBIT

Compensation Policy for Non-Employee Directors (incorporated herein by reference to Exhibit 10.3 of the Company's annual report on Form 10-K for the fiscal year end June 28, 2024)

Compensation Policy for Non-Employee Directors (incorporated herein by reference to Exhibit 10.5 of the Company's quarterly report on Form 10-Q for the quarter ended September 26, 2025)

Credit Agreement, dated May 2, 2016, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed on May 2, 2016)

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6 to Credit Agreement, dated August 13, 2024, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed August 13, 2024)

Form of Severance Benefits Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.14 of the Company's annual report on Form 10-K for the fiscal year ended June 30, 2019)

Amendment No.

7 to Credit Agreement, dated November 4, 2025, among the Company, the Guarantors party thereto, the Lenders party thereto, and Wells Fargo Bank, national Association, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on November 4, 2025)

Employment Agreement, dated August 15, 2023, between the Company and William L.

Ballhaus (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on August 15, 2023)

Amendment No.

1 to the Employment Agreement, dated October 31, 2025, between the Company and William L.

Ballhaus (incorporated herein by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended September 26, 2025)

Letter Agreement, dated June 20, 2023, between the Company and David E.

3 unchanged sentences

Restricted Stock Unit Agreement, dated April 15, 2025, between the Company and David E.

Insider Trading Policy (incorporated herein by reference to Exhibit 10.3 of the Company's annual report on Form 10-K for the fiscal year end June 28, 2024)

Farnsworth (incorporated by reference to Exhibit 10.13 of the Company’s annual report on Form 10-K for the fiscal year ended June 27, 2025)

Form of Amended Fiscal Year 2024 Performance Stock Award Agreement, dated August 14, 2026, between the Company and each of David E.

Farnsworth, Stuart H.

Kupinsky, and Steve V.

Insider Trading Policy

Subsidiaries of the Company

19 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