What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-29 · 105 added, 158 removed, 134 unchanged (66% of the section changed)

27 unchanged sentences

Additionally, our Services business is benefiting as device manufacturers rely on precision cleaning and coating to achieve ever more advanced devices.

In March 2026, the Company completed a significant financing transaction, issuing $600.0 million of convertible notes and using a portion of the proceeds to repay its term loan and enter into capped call transactions.

Separately, the Company repurchased 0.7 million shares for $40.3 million through privately negotiated transactions at market price.

See Note 5 - Long-Term Debt, of our Condensed Consolidated Financial Statements, for additional information.

Critical Accounting Estimates

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On an ongoing basis, we evaluate our estimates and judgments, including those related to inventories, income taxes, business combinations, contingent earn-out liabilities and goodwill, intangible assets and long-lived assets.

We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis of our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the

circumstances, the results of which form the basis of our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates.

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For further information on our critical and other significant accounting policies and estimates, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 26, 2025, as filed with the SEC.

As discussed in Note 4, Goodwill and Intangible Assets Goodwill to our condensed consolidated financial statements, we performed a quantitative goodwill impairment assessment in the second quarter of 2025, which resulted in goodwill impairment charges of $151.1 million related to the Fluid Solutions and Services reporting units.

The fair value estimate of each reporting unit was derived from an income approach.

Under the income approach, we estimated the fair value of the reporting unit based on the present value of estimated future cash flows.

We prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration historical performance and the current macroeconomic, industry, and market conditions.

We based the discount rate on the weighted-average cost of capital considering company-specific characteristics and the uncertainty related to the reporting unit's ability to execute on the projected cash flows.

Revenue growth rates, operating margins, and the discount rate applied were significant assumptions used to determine the fair value of each reporting unit.

The concluded fair value of our reporting units was reconciled to our market capitalization.

The excess of the concluded fair value over our market capitalization represents an implied control premium, which we reviewed for reasonableness by comparison to observed transaction premiums and consideration of specific attributes of the Company.

If the actual results are not consistent with the assumptions and judgments we have made in determining the fair value of our reporting units, we may record additional impairment losses.

The fair values of the Core Products and the Fluid Delivery Systems reporting units, both of which are part of the Products segment, were each substantially in excess of their respective carrying values.

Results of Operations

Our fiscal year is the 52- or 53-week period ending on the Friday nearest December 31.

Fiscal year 2025 is a 52-week period ending December 26, 2025 and fiscal year 2024 was a 52-week ended December 27, 2024.

The fiscal quarters ended September 26, 2025 and September 27, 2024 were both 13-week periods.

Discussion of Results of Operations for the Three and Nine months ended September 26, 2025 compared to the Three and Nine months ended September 27, 2024

Three Months Ended Nine Months Ended

Our fiscal year consists of a 52- or 53-week period.

Fiscal year 2026 is a 53-week period ending January 1, 2027, and fiscal year 2025 was a 52-week period ended December 26, 2025.

The fiscal quarters ended March 27, 2026 and March 28, 2025 were both 13-week periods.

Discussion of Results of Operations for the Three months ended March 27, 2026 compared to the Three months ended March 28, 2025

Three Months Ended

Revenues by Segment

(Dollars in millions)

September 26,

2025 September 27,

Change September 26,

2025 September 27,

2026 March 28,

Products $ 465.7 $ 457.0 1.9 %

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Services as a percentage of total revenues 12.7 % 11.9 %

For the three-month period ended September 26, 2025, Products revenue decreased compared to the same period in the prior year.

The decrease was primarily driven by lower customer demand, reflecting a temporary slowdown in customer purchasing activity in response to short-term market conditions.

For the nine-month period ended September 26, 2025, Products revenue was flat compared to the same period in the prior year, reflecting the broadly consistent year over year state of the semiconductor industry.

Service revenues for the three and nine-month periods ended September 26, 2025, increased compared to the same periods in the prior year, primarily driven by higher demand across its customer base.

Three Months Ended Nine Months Ended

For the three-month period ended March 27, 2026, Products revenues increased compared to the same period in the prior year.

The increase in Products revenues was primarily due to an increase in customer demand, along with an overall market improvement in the semiconductor industry.

Services revenues increased for the three-month period ended March 27, 2026 compared to the same period in the prior year primarily due to an increase in demand across its customer base.

Three Months Ended

Revenues by Geography

(Dollars in millions)

September 26,

2025 September 27,

Change September 26,

2025 September 27,

2026 March 28,

United States $ 129.4 $ 119.8 8.0 %

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Revenues by geographic area are categorized based on the customer’s location to which the products were shipped or services were performed.

For the three and nine months ended September 26, 2025, U.S.

revenues decreased compared to the same periods in the prior year, primarily due to a shift of product revenues from U.S.

to international locations.

As a result, international revenues as a percentage of total revenues increased compared to the same periods in the prior year.

For the three months ended March 27, 2026, U.S.

and international revenues increased compared to the same period in the prior year, primarily reflecting improved conditions in the semiconductor capital equipment market, which drove higher customer demand across multiple regions.

Cost of Revenues

Three Months Ended Nine Months Ended

Three Months Ended

Cost of revenues by Segment

(Dollars in millions)

September 26,

2025 September 27,

Change September 26,

2025 September 27,

2026 March 28,

Products $ 400.7 $ 390.3 2.7 %

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Cost of Products revenues consists of purchased materials, direct labor and manufacturing overhead.

For the three-month period ended September 26, 2025, Cost of Products revenues decreased by $22.9 million compared to the same period in the prior year.

The decrease was primarily driven by lower sales volumes, which led to a $23.3 million reduction in material costs, partially offset by higher restructuring-related costs and increased tariffs and duties.

For the nine-month period ended September 26, 2025, Cost of Products revenues increased by $22.7 million compared to the same period in the prior year.

Although product revenues were relatively flat, the increase in cost was primarily due to changes in product mix, which led to a $10.8 million increase in material costs.

The remaining increase was attributable to higher overhead costs associated with increased production activity, as well as restructuring activities, tariffs and duties.

For the three-month period ended March 27, 2026, Cost of Products revenues increased by $10.4 million compared to the same period in the prior year.

The increase was primarily driven by higher labor and manufacturing overhead costs of $9.4 million and $2.2 million, respectively, associated with increased production activity, partially offset by a decrease in material costs of $1.2 million.

Services Cost of revenues consists of direct labor, overhead, and materials such as chemicals, gases and consumables.

For the three and nine-month periods ended September 26, 2025, Services Cost of revenues increased by $3.7 million and $9.2 million, respectively, compared to the same periods in the prior year.

The increase for the three-month period was driven by higher sales, which resulted in increased headcount, overtime, and employee-related expenses at a specific location, as well as higher restructuring-related activities.

The increase for the nine-month period was driven by a higher volume of service orders, and increases in headcount, overtime and employee-related expenses for a specific location, resulting in a $5.8 million in additional costs, as well as higher overhead costs and restructuring-related activities.

Three Months Ended Nine Months Ended

For the three-month period ended March 27, 2026, Services Cost of revenues increased by $4.3 million compared to the same period in the prior year.

The increase was primarily driven by a higher service volumes, which resulted in increased labor, overhead, and material costs of $2.4 million, $1.3 million and $0.6 million, respectively.

Three Months Ended

Gross Profit by Segment

(Dollars in millions)

September 26,

2025 September 27,

Change September 26,

2025 September 27,

2026 March 28,

Products $ 65.0 $ 66.7 (2.5) %

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Gross profit and gross margins fluctuate with revenue levels, product mix, material costs, and labor costs.

Products gross profit and gross margin decreased for the three and nine-month periods ended September 26, 2025 compared to the same periods in the prior year, primarily due to higher employee and restructuring-related costs, as well as increased duties and tariffs.

Services gross profit and gross margin decreased for the three and nine-month periods ended September 26, 2025 compared to the same periods in the prior year, primarily due to higher cost of revenues driven by increased labor and compensation-related costs at a specific location.

Products gross profit and margin decreased for the three-month period ended March 27, 2026 compared to the same period in the prior year due to an unfavorable product mix and a shift in sales volumes across different geographic regions.

Services gross profit and gross margin increased for the three-month period ended March 27, 2026 compared to the same period in the prior year, primarily due to higher revenue levels and improved absorption of fixed costs.

Operating Margin

Three Months Ended Nine Months Ended

Three Months Ended

Operating Profit by Segment

(Dollars in millions)

September 26,

2025 September 27,

Change September 26,

2025 September 27,

2026 March 28,

Products $ 7.0 $ 10.1 (30.7) %

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Total Company 2.1 % 2.5 %

Operating profit and operating margin for both Products and Services decreased for the three and nine-month periods ended September 26, 2025 compared to the same periods in the prior year.

The decline for the for the three-month period was due to higher employee-related expenses, including costs associated with involuntary separations and a voluntary retirement program, each a part of the Company’s ongoing restructuring efforts, as well as increases in duties and tariffs.

The decline for the for the nine-month period was primarily driven by the goodwill impairment recorded in the second quarter of fiscal year 2025, and increases in stock-based compensation and severance costs due to restructuring activities, including both involuntary separations and a voluntary retirement program.

Products operating income and operating margin decreased for the three-month period ended March 27, 2026 compared to the same period in the prior year, primarily reflecting lower gross profit.

Although product revenue increased modestly, cost of revenues increased at a higher rate, resulting in a decline in gross margin, primarily due to an unfavorable product mix and a shift in sales volumes across different geographic regions.

Increases in operating expenses were not a significant driver but contributed to the overall decrease.

Services operating income and operating margin increased for the three-month period ended March 27, 2026 compared to the same period in the prior year, primarily reflecting higher gross profit driven by increased revenue and improved fixed cost absorption while changes in operating expenses were not material.

Research and Development

Three Months Ended Nine Months Ended

(Dollars in millions) September 26,

2025 September 27,

Change September 26,

2025 September 27,

Three Months Ended

(Dollars in millions) March 27,

2026 March 28,

Research and development $ 8.5 $ 7.6 11.8 %

Research and development as a percentage of total revenues 1.6 % 1.5 %

Research and development expenses increased for both the three and nine-month periods ended September 26, 2025 compared to the same periods in the prior year.

The increase in the current period was primarily driven by higher employee-related expenses, including costs associated with involuntary separations and a voluntary retirement program, each a part of the Company’s ongoing restructuring efforts.

Research and development expenses consist primarily of activities related to new component testing and evaluation, test equipment and fixture development, product design, the advancement of cleaning and coating and analytical processes, and other product-development activities.

Research and development expenses increased for the three-month period ended March 27, 2026 compared to the same period in the prior year, primarily due to higher employee-related costs driven by increased headcount and, to a lesser extent, annual merit increases.

Sales and Marketing

Three Months Ended Nine Months Ended

(Dollars in millions) September 26,

2025 September 27,

Change September 26,

2025 September 27,

Three Months Ended

(Dollars in millions) March 27,

2026 March 28,

Sales and marketing $ 15.5 $ 14.9 4.0 %

Sales and marketing as a percentage of total revenues 2.9 % 2.9 %

Sales and marketing expenses increased for both the three and nine-month periods ended September 26, 2025 compared to the same periods in the prior year.

The increase was primarily driven by higher restructuring-related costs, including expenses associated with involuntary separations and a voluntary retirement program.

Sales and marketing expenses consist primarily of salaries and commissions paid to our sales employees, salaries paid to our engineers who partner with sales and service employees to help determine the components and configuration requirements for new products and other costs related to the sales of our products.

Sales and marketing expenses increased for the three-month period ended March 27, 2026 compared to the same period in the prior year, primarily due to increases across various expense categories, none of which were individually significant.

General and Administrative

Three Months Ended Nine Months Ended

(Dollars in millions) September 26,

2025 September 27,

Change September 26,

2025 September 27,

Three Months Ended

(Dollars in millions) March 27,

2026 March 28,

General and administrative $ 49.0 $ 48.6 0.8 %

General and administrative as a percentage of total revenues 9.2 % 9.4 %

General and administrative expenses increased $2.0 million and $9.0 million in the three and nine-month periods ended September 26, 2025 compared to the same periods in the prior year.

The increase in the three-month period ended September 26, 2025 was primarily driven by an increase severance payments due to restructuring activities, including both involuntary separations and a voluntary retirement program.

The increase in the nine-month period ended September 26, 2025 was primarily driven by increase in stock-based compensation, a separation payment made to the prior CEO, and increased restructuring activities, including both involuntary separations and a voluntary retirement program.

Impairment of Goodwill

Three Months Ended Nine Months Ended

(Dollars in millions) September 26,

2025 September 27,

Change September 26,

2025 September 27,

Impairment of Goodwill $ — $ — n/m $ 151.1 $ — n/m

Impairment of goodwill represents a non-cash charge of $151.1 million recorded in the second quarter of 2025, as the fair values of our Fluid Solutions and Services reporting units were determined to be below their carrying amounts.

No impairment charges were recorded for the three-month period ended September 26, 2025.

Refer to Note 4, Goodwill and Intangible Assets to the condensed consolidated financial statements for more information.

General and administrative expenses primarily consist of personnel expenses for executive, finance, legal, and human resources employees, professional fees for external accounting, legal and consulting services, and other corporate overhead costs, including compliance and reporting costs associated with operating as a public company.

General and administrative expenses were relatively consistent for the three-month period ended March 27, 2026 compared to the same period in the prior year.

Interest and Other Expense, net

Three Months Ended Nine Months Ended

(Dollars in millions) September 26,

2025 September 27,

Change September 26,

2025 September 27,

Three Months Ended

(Dollars in millions) March 27,

2026 March 28,

Interest income $ 1.4 $ 1.1 27.3 %

1 unchanged sentence

Other income (expense), net $ (1.3) $ 0.8 (262.5) %

Interest income decreased in the nine-month period ended September 26, 2025 compared to the same period in the prior year due to lower interest earning balances.

Interest expense decreased for the three and nine-month periods ended September 26, 2025 compared to the same periods in the prior year primarily due to lower interest rates and reduced amortization of debt issuance costs.

Other income (expense), net, for the three-month period ended September 26, 2025 was primarily comprised of $1.1 million debt modification related costs.

In the prior period, the Company recognized an $0.8 million loss related to the fair value adjustment of the contingent earn-out from the HIS acquisition, as well as unrealized foreign exchange losses of $3.5 million.

Other income (expense), net, for the nine-month period was primarily comprised of unrealized foreign exchange losses of $3.4 million and $1.0 million debt modification related costs offset by government grants received of $2.2 million.

In the prior period, the Company recognized a $22.0 million gain related to the fair value adjustment of the contingent earn-out from the HIS acquisition which was partially offset by unrealized foreign exchange losses of $8.7 million and debt modification costs of $3.6 million.

Interest income increased for the three-month period ended March 27, 2026 compared to the same period in the prior year, primarily due to higher interest-earning balances.

Interest expense decreased for the three-month period ended March 27, 2026 compared to the same period in the prior year, primarily due to lower interest rates and a reduced principal balance.

Other income (expense), net decreased for the three-month period ended March 27, 2026 compared to the same period in the prior year.

The prior year period primarily reflected foreign exchange gains, while the current period reflects a loss on extinguishment of debt, partially offset by favorable foreign exchange transaction and remeasurement gains and higher other miscellaneous income.

Provision for Income Taxes

Three Months Ended Nine Months Ended

(Dollars in millions) September 26,

2025 September 27,

Change September 26,

2025 September 27,

Three Months Ended

(Dollars in millions) March 27,

2026 March 28,

Provision for income taxes $ 19.2 $ 7.4 159.5 %

Effective tax rate 457.1 % 151.0 %

The decrease in the provision for income taxes for the three and nine-month periods ended September 26, 2025 compared to the same periods in the prior year is primarily attributable to the changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full valuation allowances on deferred tax assets.

The tax provision for the three and nine months ended September 26, 2025, includes the impact of a change in the Company’s assertion that earnings from fiscal 2023 and going forward in one of its subsidiaries in China are no longer permanently reinvested.

As a result, the Company recorded a discrete tax expense of $3.4 million in the second quarter of 2025.

The Company will also record deferred taxes on the undistributed current and future year earnings of this China subsidiary.

Company management continuously evaluates the need for a valuation allowance on its deferred tax assets and, as of September 26, 2025, concluded that a full valuation allowance on its U.S.

The increase in the provision for income taxes for the three-month period ended March 27, 2026 compared to the same period in the prior year is primarily attributable to the impact of a planned distribution of earnings from one of the Company’s foreign subsidiaries in the current year, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates, and the impact of losses in jurisdictions with full valuation allowances on deferred tax assets.

The Company recorded a discrete tax expense of $14.8 million in the quarter ended March 27, 2026 due to the Company's determination that certain earnings of one of our subsidiaries in China can no longer be permanently reinvested.

Company management continuously evaluates the need for a valuation allowance on its deferred tax assets and, as of March 27, 2026, concluded that a full valuation allowance on its U.S.

federal, state and certain of its foreign deferred tax assets remained appropriate.

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The following table summarizes our cash and cash equivalents:

(In millions) September 26,

(In millions) March 27,

2026 December 26,

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The following table summarizes the Condensed Consolidated Statements of Cash Flow information:

Nine Months Ended

(In millions) September 26,

2025 September 27,

Three Months Ended

(In millions) March 27,

2026 March 28,

Operating activities $ (33.3) $ 28.2

4 unchanged sentences

Our primary cash inflows and outflows were as follows:

• For the nine-month period ended September 26, 2025, we generated cash from operating activities of $57.5 million compared to $47.9 million for the same period in the prior year.

The $9.6 million increase in net cash provided by operating activities was primarily driven by a $20.2 million favorable change in net working capital.

• The major contributors in net changes in operating assets and liabilities for the nine-month period ended September 26, 2025 were as follows:

◦ Accounts receivable decreased $41.6 million primarily due to the timing of shipments and collections, as well as the sale of accounts receivable through factoring arrangements.

Operating lease assets and liabilities decreased $10.2 million, reflecting lease payments and amortization.

Prepaid expenses and

other current assets increased by $6.3 million due to advance payments and prepayments related to various expenses.

◦ Accounts payable decreased $22.8 million, other liabilities by $4.6 million, and income tax payable by $12.1 million, as a result of elevated prepayment activity.

• Net cash used in investing activities during the nine-month periods ended September 26, 2025 and September 27, 2024 consisted primarily of $40.2 million and $46.2 million purchases of property, plant and equipment, respectively.

During the nine months ended September 26, 2025, we received an asset-related government grant amounting to $2.9 million.

• During the nine month period ended September 26, 2025, cash used in financing activities was $22.3 million compared to $8.8 million cash provided in the same period in the prior year.

The $31.1 million increase in net cash used by financing activities was primarily due to $23.5 million net cash proceeds from bank borrowings related to the debt modification in the prior period.

• For the three-month period ended March 27, 2026, cash used in operating activities was $33.3 million, compared to cash provided by operating activities of $28.2 million for the same period in the prior year.

The $61.5 million decrease in net cash provided by operating activities was primarily driven by an unfavorable change in net working capital of $68.6 million and a higher net loss of $12.5 million, partially offset by a $19.6 million increase in non-cash items included in net loss.

• The major contributors to net changes in operating assets and liabilities for the three-month period ended March 27, 2026 were as follows:

◦ Accounts receivable increased by $24.0 million, primarily due to the timing of shipments and collections, inventories increased by $91.0 million due to higher production levels, and prepaid and other current assets increased by $7.3 million, primarily due to higher prepaid expenses and deposits.

◦ Accounts payable increased by $68.0 million, while accrued compensation and related benefits decreased by $4.0 million and income taxes payable decreased by $2.8 million, primarily reflecting increased production activities and the timing of payments.

• Net cash used in investing activities during the three-month period ended March 27, 2026 and March 28, 2025 consisted primarily of $9.6 million and $12.4 million purchases of property, plant and equipment, respectively.

• Net cash provided by financing activities was $57.6 million for the three-month period ended March 27, 2026, compared to cash used in financing activities of $12.2 million for the same period in the prior year.

The increase was primarily driven by $600.0 million of proceeds from the issuance of convertible notes.

This was partially offset by principal payments on bank borrowings of $462.0 million, repurchases of common stock of $40.0 million, payments for capped call transactions of $25.1 million, and payments of debt issuance costs of $15.3 million.

In the prior year, financing activities primarily reflected lower levels of debt repayments and minimal issuance costs, with no comparable convertible note issuance or share repurchase activity.

We believe we have sufficient capital to fund our working capital needs, satisfy our debt obligations, maintain our existing capital equipment, purchase new capital equipment and make strategic acquisitions from time to time.

As of September 26, 2025, we had cash and cash equivalents of $314.1 million compared to $313.9 million as of December 27, 2024.

Our cash and cash equivalents, cash generated from operations, and amounts available under our revolving line of credit described below were our principal sources of liquidity as of September 26, 2025.

In the second quarter of 2025, we entered into a factoring agreement with a financial institution to sell certain accounts receivables under a non-recourse agreement.

Under the arrangement, we sell certain trade receivables on a non-recourse basis and account for the transaction as a sale of the receivables.

The financial institution assumes the full risk of collection, without recourse to the Company in the event of a loss.

As part of the factoring arrangements, we perform certain collection and administrative functions for the receivables sold.

The applicable receivables are removed from our consolidated balance sheet when the cash proceeds are received by us.

We utilize this factoring arrangement as part of our financing for working capital.

For the three and nine-months ended September 26, 2025, we sold accounts receivable totaling $21.5 million and $39.3 million, respectively, under this arrangement.

In addition, Fluid Solutions has an existing factoring agreement with a financial institution to sell certain accounts receivables under a non-recourse agreement.

For the nine-month period ended September 26, 2025, we sold accounts receivable totaling $11.6 million under this arrangement, and no accounts receivable were sold during the three month period ended September 26, 2025.

As of March 27, 2026, we had cash and cash equivalents of $323.5 million compared to $311.8 million as of December 26, 2025.

Our cash and cash equivalents, cash generated from operations, and amounts available under our revolving line of credit described below were our principal sources of liquidity as of March 27, 2026.

The Company has entered into a factoring agreement with a financial institution to sell certain accounts receivable on a non-recourse basis.

Under this arrangement, the Company sells certain trade receivables and accounts for the transactions as sales of receivables.

The financial institution assumes the risk of collection, without recourse to the Company in the event of loss.

The Company continues to perform certain collection and administrative functions for the receivables sold.

The receivables are derecognized from the condensed consolidated balance sheet upon receipt of cash proceeds.

The Company utilizes this arrangement as part of its working capital management.

During the three months ended March 27, 2026, the Company sold accounts receivable totaling $19.0 million under this arrangement.

We anticipate that our existing cash and cash equivalents balance and operating cash flow will be sufficient to service our indebtedness and meet our working capital requirements and technology development projects for at least the next twelve months.

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No assurance can be given that additional financing will be available or that, if available, such financing can be obtained on terms favorable to our stockholders and us.

As of September 26, 2025, we have cash of approximately $250.3 million in our foreign subsidiaries.

As of March 27, 2026, we have cash of approximately $231.1 million in our foreign subsidiaries.

It is not practicable to determine the tax liability that might be incurred if the undistributed earnings of these foreign subsidiaries were to be distributed.

It is the Company’s practice and intention to reinvest the earnings of its non-U.S.

subsidiaries in those operations, except for certain of its subsidiaries based in Singapore and China.

subsidiaries in those

operations, except for certain of its subsidiaries based in Singapore and China.

There is no expected Singapore or U.S.

tax liability on a distribution of the Singapore earnings.

However, the Company has accrued taxes on a portion of the undistributed earnings of the China subsidiary in its financial statements as of September 26, 2025.

However, the Company has accrued taxes on a portion of the undistributed earnings of the China subsidiary in its financial statements as of March 27, 2026.

Borrowing Arrangements

The following table summarizes our borrowings:

September 26,

(Dollars in millions) Amount

1 unchanged sentence

Term Loan $ 19.4 6.4 %

Convertible Notes 600.0 0.0 %

Debt issuance costs (17.5)

At September 26, 2025, the Company had an outstanding amount under the Term Loan of $481.5 million, gross of unamortized debt issuance costs of $5.1 million.

As of September 26, 2025, the interest rate on the outstanding Term Loan was 6.9%.

As of September 26, 2025, the Company had $146.6 million, net of $3.4 million of outstanding letters of credit, available under this revolving credit facility.

As of September 26, 2025, the Company was in compliance with the financial covenants contained within the Amended Credit Agreement.

The Company maintains credit agreements with a local bank in Czechia and with a financial institution in Israel, which provide for revolving credit facilities of up to 7.0 million euros (approximately $8.2 million) and $5.0 million, respectively.

As of September 26, 2025, there were no borrowings outstanding under these facilities.

As of September 26, 2025, the Company’s total bank debt was $476.4 million, net of unamortized debt issuance costs of $5.1 million.

As of September 26, 2025, the Company had $146.6 million, $5.0 million, and 5.5 million euros (approximately $6.4 million) available to draw from its credit facilities in the U.S., Israel and Czechia, respectively.

See Note 6 - Borrowing Arrangements, of our Condensed Consolidated Financial Statements, included in Part 1 of this Form-10Q for additional information.

The Company’s total debt increased to $601.9 million as of March 27, 2026, primarily due to the issuance of $600.0 million aggregate principal amount of 0.00% Convertible Notes due 2031 during the quarter, partially offset by the repayment of $462.0 million of the Company’s term loan facility.

At March 27, 2026, the Company had $19.4 million outstanding under the Term Loan, with an interest rate of 6.4%.

The term loan facility matures on February 25, 2028.

As of March 27, 2026, total unamortized debt issuance costs related to the Term Loan and the revolving credit facility were $1.0 million.

On April 23, 2026, the Company entered into the Tenth Amendment to its Credit Agreement, which increased the aggregate revolving credit commitment from $150.0 million to $250.0 million and extended the maturity date to April 23, 2031.

As of March 27, 2026, there were no borrowings outstanding under the revolving credit facility, and available borrowing capacity was $145.9 million, net of $4.1 million of outstanding letters of credit.

The Company was in compliance with all financial covenants under the Amended Credit Agreement as of March 27, 2026.

The Company also maintains credit facilities in Czechia and Israel, which provide for revolving credit capacity of up to 7.0 million euros (approximately $8.1 million) and $5.0 million, respectively.

As of March 27, 2026, there were no borrowings outstanding under these facilities, and the full amounts remained available.

As of March 27, 2026, the Company had $145.9 million, $6.4 million and $5.0 million available to draw from its credit facilities in the U.S., Czechia, and Israel, respectively.

See Note 5 - Long-Term Debt, of our Condensed Consolidated Financial Statements, included in Part 1 of this Form-10Q for additional information.

Capital Expenditures

Capital expenditures were $40.2 million during the nine months ended September 26, 2025 and were primarily attributable to the capital invested in our manufacturing facilities worldwide.

The Company anticipates that capital expenditures for the remainder of 2025 will be financed primarily through cash flow generated from operations and cash on hand.

Capital expenditures were $9.6 million during the three months ended March 27, 2026 and were primarily attributable to the capital invested in our manufacturing and service facilities worldwide.

Our anticipated capital expenditures for the remainder of 2026 are expected to be financed primarily from our cash flow generated from operations and cash on hand.

Contractual Obligations

The Company had commitments to various third parties to purchase inventories totaling approximately $463.0 million as of September 26, 2025.

The Company had commitments to various third parties to purchase inventories totaling approximately $721.3 million as of March 27, 2026.

In conjunction with the sale of our products in the ordinary course of business, we provide standard indemnification against certain liabilities to our customers, which may include claims of losses by their own customers resulting out of property damages, bodily injuries or deaths, or infringement of intellectual property rights by our products.

Our potential liability arising out of intellectual property infringement claims by any third party is generally uncapped.

As of September 26, 2025, we have not incurred any significant costs to defend lawsuits or settle claims related to these indemnification arrangements.

As of March 27, 2026, we have not incurred any significant costs to defend lawsuits or settle claims related to these indemnification arrangements.

As a result, we believe the estimated fair value of these arrangements is minimal.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis