Shimmick Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d15(f) under the Exchange Act). Management, under the supervision and with the participation of the Chief Executive Officer and Interim Chief Financial Officer, has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a15(e) and 15d-15(e) under the Exchange Act). In conducting our evaluation, management used the updated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control–Integrated Framework (2013). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, management concluded that, as of January 2, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. As discussed in Item 9A of our Form 10-K for the year ended January 3, 2025, we identified material weaknesses in our internal control over financial reporting as well as a lack of effective controls over the COSO principles including control environment, risk assessment, control activities, information and communications and monitoring as of January 3, 2025 and December 29, 2023. During the fiscal year ended January 2, 2026, we engaged a third-party advisory firm to assist management in evaluating the design and operating effectiveness of internal control over financial reporting as part of our remediation plan. While the majority of the internal controls associated with the previously identified material weakness were remediated during this fiscal year, additional time is required to fully implement and validate the remaining remediation efforts. We made significant progress in the design and operating effectiveness of our control environment during the 2025 fiscal year and successfully remediated previously identified material weaknesses in internal controls associated with risk assessment, information system general controls, entity level controls and financial reporting and business process controls associated with payroll, treasury, accounts payable, leases and property, plant and equipment. We have implemented and are executing a remediation plan to address the limited number of remaining material weaknesses described below. As of January 2, 2026, we identified material weaknesses in our internal control over financial reporting related to the operating effectiveness of controls associated with revenue and journal entries and the design and operating effectiveness of controls associated with income tax accounting. Specifically, we did not maintain effective internal controls over the preparation, review, and approval of journal entries to verify appropriate authorization. In addition, we did not maintain effective controls over the calculation, review and recording of income tax accounts, including the income tax provision, deferred tax assets and liabilities, and related disclosures. We also identified a deficiency in controls over the revenue review of estimates at completion, as there was insufficient evidence to support that reviews were performed for amounts exceeding established thresholds. Finally, we continue to remediate the monitoring aspect of our internal controls with respect to having an established, consistently executed plan to test all relevant control activities for operating effectiveness on a regular basis such that there is sufficient evidence that all controls are operating effectively as of year end. Management performed additional analyses and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). Accordingly, management believes that the consolidated financial statements included in this Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented in this Form 10-K, in accordance with U.S. GAAP. 89 Management’s Plan to Remediate the Identified Material Weaknesses We have implemented and are in the process of executing a remediation plan which includes consistently documenting the support related to the revenue project estimate at completion modules, timely executing a formal review process to ensure journal entries are reviewed and approved in a timely manner and enhancing the oversight and review of income tax-related accounting calculations to validate completion and accuracy. Changes in Internal Control Over Financial Reporting With the exception of the implementation and enhancement of controls in connection with our remediation activities described above, there were no changes to our internal control over financial reporting during the quarter ended January 2, 2026 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the three months ended January 2, 2026, none of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” except as follows: Plan Arrangement Name and Title Action Date Rule 10b5-1(c) Non-Rule 10b5-1 Maximum Number of Securities to be Sold (2) Plan Expiration Date Mitchell B. Goldsteen (1) , Executive Chairman Adoption 12/05/2025 X - 500,000 03/08/2027 1. Mr. Goldsteen entered into his Rule 10b5-1 trading arrangement, dated December 5, 2025, through GOHO LLC, an entity which he controls. 2. The maximum amount shares of common stock to be sold prior to June 2, 2026, September 2, 2026 and December 2, 2026 is 125,000 shares, 250,000 shares and 375,000 shares, respectively. No sales of securities occurred during the fiscal quarter ended January 2, 2026. Item 9C. Disc losure Regarding Foreign Jurisdictions that Prevent Inspections None. 90 Par t III Item 10. Direc tors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference from our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days of our 2025 fiscal year end. Item 11. Executiv e Compensation The information required by this item is incorporated by reference from our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days of our 2025 fiscal year end. Item 12. Se curity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Other than with respect to the information relating to our equity compensation plans, the information required by this item is incorporated by reference from our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days of our 2025 fiscal year end. Item 13. Certain Rela tionships and Related Transactions, and Director Independence The information required by this item is incorporated by reference from our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days of our 2025 fiscal year end. Item 14. Princip al Accounting Fees and Services The information required by this item is incorporated by reference from our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days of our 2025 fiscal year end. 91 PA RT IV Item 15. Exhib its, Financial Statement Schedules (a) (1) Financial Statements of the Company The following financial statements and supplementary data are filed as a part of this report under “Item 8—Financial Statements and Supplementary Data.” in this Annual Report on Form 10-K: Consolidated Financial Statements of the Company Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) Consolidated Balance Sheets as of January 2, 2026 and January 3, 2025 Consolidated Statements of Operations for the Fiscal Years Ended January 2, 2026 and January 3, 2025 Consolidated Statements of Stockholders’ Equity (Deficit) for the Fiscal Years Ended January 2, 2026 and January 3, 2025 Consolidated Statements of Cash Flows for the Fiscal Years Ended January 2, 2026 and January 3, 2025 Notes to Consolidated Financial Statements (a) (2) Financial Statement Schedules No schedules are required to be presented. (a) (3) Exhibits Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about Shimmick Corporation, any other persons, any state of affairs or other matters. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Shimmick Corporation (incorporated by reference to Exhibit 3.1 of Shimmick Corporation’s Current Report on Form 8-K filed on November 16, 2023). 3.2 Amended and Restated Bylaws of Shimmick Corporation (incorporated by reference to Exhibit 3.2 of Shimmick Corporation’s Current Report on Form 8-K filed on November 16, 2023). 4.1 Description of Securities (incorporated by reference to Exhibit 4.1 of Shimmick Corporation’s Annual Report on Form 10-K filed on March 28, 2024). 10.1# Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 24, 2023). 10.2# SCCI National Holdings, Inc. 2021 Stock Plan (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 5, 2023). 10.3# Form of Shimmick Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 24, 2023). 10.4+ Credit, Security and Guaranty Agreement, dated May 20, 2024, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Current Report on Form 8-K filed on May 20, 2024). 10.5 Amendment No. 1 to Credit, Security and Guaranty Agreement, dated September 25, 2024, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, 92 Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on September 26, 2024). 10.6 Amendment No. 2 to Credit, Security and Guaranty Agreement, dated January 30, 2025, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.21 of Shimmick Corporation’s Annual Report on Form 10-K filed on March 20, 2025). 10.7 Amendment No. 3 to Credit, Security and Guaranty Agreement, dated March 12, 2025, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.22 of Shimmick Corporation’s Annual Report on Form 10-K filed on March 20, 2025). 10.8 Amendment No. 4 to Credit, Security and Guaranty Agreement, dated March 31, 2025, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.5 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on May 14, 2025). 10.9 Amendment No. 5 to Credit, Security and Guaranty Agreement, dated May 12, 2025, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.6 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on May 14, 2025). 10.10 Amendment No. 6 to Credit, Security and Guaranty Agreement, dated August 8, 2025, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on August 14, 2025). 10.11 Amendment No. 7 to Credit, Security and Guaranty Agreement, dated October 31, 2025, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on November 13, 2025). 10.12* Amendment No. 8 to Credit, Security and Guaranty Agreement, dated March 9, 2026, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto. 10.13 Credit, Security and Guaranty Agreement, dated March 12, 2025, by and among Shimmick Corporation, Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, AFC FINCO I LP and other parties thereto (incorporated by reference to Exhibit 10.23 of Shimmick Corporation’s Annual Report on Form 10-K filed on March 20, 2025). 10.14 Loan and Security Agreement, dated March 31, 2025, by and between AQCF Titling Trust, Rust Constructors Inc. and The Leasing Corporation (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Current Report on Form 8-K filed on April 4, 2025). 10.15 Form of Promissory Note (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on April 4, 2025). 10.16 Form of Guaranty Agreement (incorporated by reference to Exhibit 10.3 of Shimmick Corporation’s Current Report on Form 8-K filed on April 4, 2025). 10.17# Offer Letter, between Shimmick Corporation and Ural Yal, dated November 12, 2024 (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on November 18, 2024). 10.18# Offer Letter, between Shimmick Corporation and Todd Yoder, dated March 18, 2025 (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Current Report on Form 8-K filed on April 8, 2025). 93 10.19 Side Letter, dated May 20, 2024, between Shimmick Corporation and AECOM (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on May 20, 2024). 10.20 Share Issuance Agreement, dated May 20, 2024, between Shimmick Corporation and AECOM (incorporated by reference to Exhibit 10.3 of Shimmick Corporation’s Current Report on Form 8-K filed on May 20, 2024). 10.21 Settlement Agreement, dated August 8, 2024, between Shimmick Corporation and United States Army Corps of Engineers (incorporated by reference to Exhibit 10.3 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on August 16, 2024). 10.22 Amendment No. 1 to Standard Offer Agreement for Purchase of Real Estate, dated August 9, 2024, between Shimmick Corporation and Alterra IOS Acquisitions III, LLC (incorporated by reference to Exhibit 10.4 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on August 16, 2024). 10.23 At The Market Offering Agreement dated as of September 8, 2025, between Shimmick Corporation and Roth Capital Partners, LLC (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Current Report on Form 8-K filed on September 8, 2025). 19 Insider Trading Policy (incorporated by reference to Exhibit 19 of Shimmick Corporation’s Annual Report on Form 10-K filed on March 20, 2025). 21.1* List of Subsidiaries of Shimmick Corporation 23.1* Consent of Deloitte and Touche LLP 31.1** Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Clawback Policy (incorporated by reference to Exhibit 97 of Shimmick Corporation’s Annual Report on Form 10-K filed on March 28, 2024). 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished, not filed # Indicates management contract or compensatory plan. + Portions of this exhibit have been redacted in accordance with Item 601(a)(5) of Regulation S-K. Item 16. Form 10-K Summary None. 94 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Company Name Date: March 13, 2026 By: /s/ Ural Yal Ural Yal Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Ural Yal Chief Executive Officer and Director (Principal Executive Officer) March 13, 2026 Ural Yal /s/ Todd W. Yoder Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) March 13, 2026 Todd W. Yoder /s/ Mitchell B. Goldsteen Executive Chairman March 13, 2026 Mitchell B. Goldsteen /s/ Joe Del Guercio Director March 13, 2026 Joe Del Guercio /s/ Geoffrey E. Heekin Director March 13, 2026 Geoffrey E. Heekin /s/ Peter Kravitz Director March 13, 2026 Peter Kravitz /s/ Steven E. Richards Director March 13, 2026 Steven E. Richards 95