[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_101":102},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","bua2ptnv6clrexy9z8dj4wwa3","revision",2,"title","TTM Technologies提交截至2026年9月28日季度10-Q：前三季度净销售额增长43.2%，披露收购及新回购计划","originalTitle","10-Q - TTM TECHNOLOGIES INC (0001116942) (Filer)","summary","TTM Technologies披露，截至2026年9月28日的前三季度净销售额为30.54亿美元，同比增长43.2%；净利润为2.178亿美元，摊薄每股收益为2.03美元。","reason","材料呈现了TTM Technologies前三季度营收、利润增长及收购、债务和回购安排，可用于了解其经营表现与资本配置变化。","source",{"_12":92,"_93":94,"_9":95,"_96":42,"_97":98,"_99":100},"links",{"_89":90,"_78":91},"publishedAt","2026-10-28T18:31:58.000Z","discoveredAt","2026-10-28T18:37:38.776Z","timelineAt","category","ai-products","tags",[84,85,86,87,88],"stockSymbols",[83],"score",75,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":69},"hasTranslation","bodyLanguage","zh","factId","fu1EZ0ZXkGSs",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","9b851ac7-aed6-4111-8c70-eb7b599fef6c","TTM公布第三季度业绩并披露前三季度增长",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

表格 10-Q

☑\t根据1934年《证券交易法》第13或15(d)条提交的季度报告

截至以下日期的季度期间 2026年9月28日

或

☐\t根据1934年《证券交易法》第13或15(d)条提交的过渡期报告

过渡期自 ____________ 至____________

委员会档案编号： 000-31285

TTM TECHNOLOGIES, INC.

（注册人章程中规定的确切名称）

\n \n \n \n \n \n \n \n \n \n \n \n \n

特拉华州

91-1033443

（州或其他司法管辖区）

注册成立或组织地）

（美国国税局雇主

识别号）

200 East Sandpointe, Suite 400, Santa Ana, California 92707

（主要行政办公室地址）

(714) 327-3000

（注册人电话号码，包括区号）

根据该法第12(b)条注册的证券：

\n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n
各类证券名称	交易代码	注册所在交易所名称
普通股，面值$0.001	TTMI	纳斯达克全球精选市场

请勾选表明注册人是否（1）已在此前12个月（或注册人被要求提交此类报告的较短期间）内提交《1934年证券交易法》第13或15(d)条要求提交的所有报告；以及（2）在过去90天内一直受此类申报要求约束。是 ☑ 否 ☐

请勾选表明注册人是否已在此前12个月（或注册人被要求提交此类文件的较短期间）内，以电子方式提交根据S-T条例第405条（本章§232.405）要求提交的所有互动数据文件。是 ☑ 否 ☐

请勾选表明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小型报告公司还是新兴成长型公司。参见《交易法》规则12b-2中“大型加速申报公司”“加速申报公司”“较小型报告公司”和“新兴成长型公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
大型加速申报公司	☑	加速申报公司	☐
非加速申报公司	☐	较小型报告公司	☐
		新兴成长型公司	☐

如果属于新兴成长型公司，请勾选说明注册人是否已选择不使用《交易法》第13(a)条规定的、遵守任何新颁布或修订财务会计准则的延长过渡期。 ☐

请勾选说明注册人是否为空壳公司（定义见《交易法》第12b-2条）。是 ☐ 否 ☑

截至2026年10月23日，注册人已发行在外的105,375,520股普通股，面值为每股0.001美元。

TTM TECHNOLOGIES, INC.

10-Q表

截至2026年9月28日的季度

\n	\n	\n
		页码
第一部分：财务信息		4
第1项财务报表（未经审计）		4
截至2026年9月28日和2025年12月29日的简明合并资产负债表		4
截至2026年9月28日和2025年9月29日的季度及前三季度简明合并经营报表		5
截至2026年9月28日和2025年9月29日的季度及前三季度简明合并综合收益表		6
截至2026年9月28日和2025年9月29日的前三季度简明合并股东权益表		7
截至2026年9月28日和2025年9月29日的前三季度简明合并现金流量表		8
简明合并财务报表附注		9
第2项管理层对财务状况和经营业绩的讨论与分析		24
第3项关于市场风险的定量和定性披露		31
第4项控制和程序		32
第二部分：其他信息		33
第1项法律诉讼		33
第1A项风险因素		33
第2项未注册股权证券的出售及所得款项用途		36
第3项优先证券违约		36
第4项矿山安全披露		36
第5项其他信息		36
第6项附件		38
签名		40

术语和缩略语表

下表列出了本报告正文中可能使用的某些术语和缩略语的定义。

\n	\n	\n	\n	\n	\n	\n
2025年股票回购计划		董事会于2025年5月8日批准的股票回购计划		MYR		马来西亚林吉特
2026年股票回购计划		董事会于2026年10月27日批准的股票回购计划		ODM		原始设计制造商
2026年信贷协议		本公司、作为协议一方的外国子公司借款人、任何指定借款人、作为行政代理人的JPMorgan Chase Bank, N.A.以及不时作为协议一方的多家贷款人于2026年6月1日签订的第二次修订和重述信贷协议		OEM		原始设备制造商
A&D		航空航天与国防		Ophir Optics		MKS Inc. 的 Ophir Optics 业务
AI		人工智能		PCB		印刷电路板
修订后的定期贷款融资		根据 2026 信贷协议重新定价并扩大规模的 4 亿美元优先担保定期贷款信贷融资		原定期贷款融资		对该特定经修订及重述定期贷款信贷协议（日期为 2023 年 5 月 30 日）的第一修正案，日期为 2024 年 8 月 1 日
亚洲 ABL		亚洲资产抵押贷款信贷协议		PRUs		基于业绩的限制性股票单位
ASU		会计准则更新		RCF		根据 2026 信贷协议设立的优先担保现金流循环信贷融资，承诺最高借款额度为 10 亿美元
CEO		首席执行官		报告		截至 2026 年 9 月 28 日的财政季度的 10-Q 表格季度报告
CFO		首席财务官		RF		射频
CHF		瑞士法郎		RF&S Components		射频及特种元件
CME		芝加哥商品交易所		RMB		人民币
CODM		首席运营决策者		RSUs		限制性股票单位
公司		TTM Technologies, Inc.		SEC		证券交易委员会
EMS		电子制造服务		2029 年到期的优先票据		公司于 2021 年 3 月 10 日发行的 5 亿美元本金总额、利率为 4.000%、于 2029 年 3 月 1 日到期的优先票据
Epiq		EDS Intermediate Holding, LLC		2034 年到期的优先票据		公司于 2026 年 9 月 24 日发行的 5 亿美元本金总额、利率为 6.750%、于 2034 年 10 月 1 日到期的优先票据
《交易法》		经修订的 1934 年《证券交易法》		SOFR		担保隔夜融资利率
FASB		财务会计准则委员会		STG		Swiss Technology Group AG
担保人		公司的现有及未来境内直接和间接子公司担保人，但某些例外情况除外		第三次修订及重述信贷协议		经修订及重述、日期为 2026 年 9 月 30 日的 2026 信贷协议
增量融资		增量 A 类定期贷款融资和增量 B 类定期贷款融资的统称		美国 ABL		美国资产抵押贷款信贷协议
增量 A 类定期贷款融资		根据第三次修订及重述信贷协议设立的 3 亿美元优先担保增量 A 类定期贷款融资，于 2031 年 5 月 30 日到期		美国公认会计原则		美利坚合众国普遍接受的会计原则
增量 B 类定期贷款融资		根据第三次修订及重述信贷协议设立的 8 亿美元七年期优先担保增量 B 类定期贷款融资，于 2033 年 9 月 30 日到期		USD		美元

公司采用 52/53 周财年日历，第四季度于最接近 12 月 31 日的星期一结束。本报告中的讨论和分析涵盖截至 2026 年 9 月 28 日的季度和前三个季度，并与截至 2025 年 9 月 29 日的季度和前三个季度进行比较，另有说明的除外。

第一部分. 财务信息

第 1 项. 财务报表（未经审计）

TTM TECHNOLOGIES, INC.

合并简明资产负债表

截至 2026 年 9 月 28 日和 2025 年 12 月 29 日

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
		2026 年 9 月 28 日			2025 年 12 月 29 日
		（未经审计）
		（单位：千，面值除外）
资产
流动资产：
现金及现金等价物		$	876,347			$	501,234
应收账款净额			836,362				563,741
合同资产			793,552				468,006
存货			325,432				250,057
预付费用及其他流动资产			130,024				72,368
流动资产总额			2,961,717				1,855,406
不动产、厂房及设备净额			1,286,879				1,010,710
经营租赁使用权资产			96,164				80,914
商誉			872,665				670,135
确定使用年限的无形资产净额			238,250				154,922
存款及其他非流动资产			107,245				68,244
资产总额		$	5,562,920			$	3,840,331

负债和股东权益
流动负债：
短期债务，包括长期债务的流动部分		$	184,000			$	3,815
应付账款			1,032,661				543,538
合同负债			202,342				175,627
应计薪金、工资及福利			163,552				132,967
其他流动负债			190,930				106,250
流动负债总额			1,773,485				962,197
长期债务，扣除折价和发行成本			1,459,872				912,336
经营租赁负债			102,798				87,524
其他长期负债			184,323				116,021
长期负债总额			1,746,993				1,115,881
承诺和或有事项（附注 11）
权益：
普通股，面值 $0.001 ；授权发行 300,000 股， 115,197 股已发行，截至 2026 年 9 月 28 日和 2025 年 12 月 29 日； 105,375 股和 103,379 股已发行在外，截至 2026 年 9 月 28 日和 2025 年 12 月 29 日，分别			115				115
库存股——按成本计价的普通股；9,822 股和 11,818 股，截至 2026 年 9 月 28 日和 2025 年 12 月 29 日，分别			(146,633	)			(174,744	)
资本公积			984,955				951,942
留存收益			1,233,708				1,015,870
累计其他综合亏损			(29,703	)			(30,930	)
股东权益总额			2,042,442				1,762,253
负债和股东权益总额		$	5,562,920			$	3,840,331

请参阅合并简明财务报表附注。

TTM TECHNOLOGIES, INC.

合并简明经营报表

截至 2026 年 9 月 28 日和 2025 年 9 月 29 日的季度和前三个季度

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至该季度			截至前三个季度
		2026 年 9 月 28 日			2025 年 9 月 29 日			2026 年 9 月 28 日			2025 年 9 月 29 日
		（未经审计）
		（单位：千，每股数据除外）
净销售额		$	1,203,855			$	752,736			$	3,053,885			$	2,132,025
销售成本			911,991				596,000				2,368,982				1,696,208
毛利			291,864				156,736				684,903				435,817
运营费用：
销售和营销			25,142				21,796				75,626				64,383
一般和行政			87,554				48,598				218,406				142,091
研发			9,646				7,038				25,432				22,111
有限寿命无形资产摊销			6,889				6,889				20,666				20,666
重组费用			380				509				1,016				2,631
运营费用总额			129,611				84,830				341,146				251,882
营业收入			162,253				71,906				343,757				183,935
其他（费用）收入：
利息费用			(12,809	)			(10,399	)			(33,905	)			(32,958	)
债务提前清偿损失			—				—				(747	)			—
衍生工具已实现和未实现损失			(6,103	)			—				(20,097	)			—
其他，净额			(1,640	)			306				(7,535	)			(2,648	)
其他费用总额，净额			(20,552	)			(10,093	)			(62,284	)			(35,606	)
税前收入			141,701				61,813				281,473				148,329
所得税费用			(56,898	)			(8,758	)			(63,635	)			(21,566	)
净收入		$	84,803			$	53,055			$	217,838			$	126,763

每股收益：
基本每股收益		$	0.80			$	0.51			$	2.08			$	1.24
稀释每股收益			0.79				0.50				2.03				1.21

请参阅合并简明财务报表附注。

TTM TECHNOLOGIES, INC.

合并简明综合收益表

截至2026年9月28日和2025年9月29日的季度及前三季度

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至季度			截至前三季度
		2026年9月28日			2025年9月29日			2026年9月28日			2025年9月29日
		（未经审计）
		（千美元）
净收入		$	84,803			$	53,055			$	217,838			$	126,763
其他综合（亏损）收入，扣除税款后：
养老金义务			(2,891	)			—				(2,891	)			1,174
外币折算			208				49				511				208
衍生工具未实现收益（亏损）净额：
未实现收益（亏损）			2,922				335				4,327				(1,439	)
在运营报表中已实现的金额			(504	)			(522	)			(720	)			(793	)
净额			2,418				(187	)			3,607				(2,232	)
其他综合（亏损）收入，扣除税款后			(265	)			(138	)			1,227				(850	)
综合收入，扣除税款后		$	84,538			$	52,917			$	219,065			$	125,913

请参阅合并简明财务报表附注。

TTM TECHNOLOGIES, INC.

合并简明股东权益表

截至2026年9月28日和2025年9月29日的前三季度

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		普通股			库存股			额外实缴			留存			累计其他综合			股东总
	股份			金额		股份			金额		资本		收益		亏损		权益
		（未经审计）
		（千美元）
2025年12月29日余额			115,197			$	115				(11,818	)		$	(174,744	)		$	951,942			$	1,015,870			$	(30,930	)		$	1,762,253
净收入			—				—				—				—				—				49,988				—				49,988
其他综合收益			—				—				—				—				—				—				1,064				1,064
发行股票用于PRU			—				—				436				6,350				(6,350	)			—				—				—
发行股票用于RSU			—				—				28				418				(418	)			—				—				—
股票薪酬			—				—				—				—				24,356				—				—				24,356
2026年3月30日余额			115,197			$	115				(11,354	)		$	(167,976	)		$	969,530			$	1,065,858			$	(29,866	)		$	1,837,661
净收入			—				—				—				—				—				83,047				—				83,047
其他综合收益			—				—				—				—				—				—				428				428
发行股票用于RSU			—				—				1,500				20,933				(20,933	)			—				—				—
股票薪酬			—				—				—				—				13,292				—				—				13,292
2026年6月29日余额			115,197			$	115				(9,854	)		$	(147,043	)		$	961,889			$	1,148,905			$	(29,438	)		$	1,934,428
净收入			—				—				—				—				—				84,803				—				84,803
其他综合亏损			—				—				—				—				—				—				(265	)			(265	)
发行RSU股票，扣除预扣股份后			—				—				32				410				(1,024	)			—				—				(614	)
股票薪酬			—				—				—				—				24,090				—				—				24,090
2026年9月28日余额			115,197			$	115				(9,822	)		$	(146,633	)		$	984,955			$	1,233,708			$	(29,703	)		$	2,042,442

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		普通股			库存股			额外实缴			留存			累计其他综合			股东总
	股份			金额		股份			金额		资本		收益		亏损		权益
		（未经审计）
		（千美元）
2024年12月30日余额			113,161			$	113				(11,164	)		$	(157,570	)		$	910,741			$	838,422			$	(27,882	)		$	1,563,824
净利润			—				—				—				—				—				32,178				—				32,178
其他综合收益			—				—				—				—				—				—				87				87
为 PRU 发行股票			305				—				—				—				—				—				—				—
为 RSU 发行股票			20				—				—				—				—				—				—				—
回购普通股			—				—				(700	)			(17,875	)			—				—				—				(17,875	)
基于股票的薪酬			—				—				—				—				8,787				—				—				8,787
2025年3月31日余额			113,486			$	113				(11,864	)		$	(175,445	)		$	919,528			$	870,600			$	(27,795	)		$	1,587,001
净利润			—				—				—				—				—				41,530				—				41,530
其他综合亏损			—				—				—				—				—				—				(799	)			(799	)
为 RSU 发行股票			1,687				2				—				—				(2	)			—				—				—
基于股票的薪酬			—				—				—				—				9,188				—				—				9,188
2025年6月30日余额			115,173			$	115				(11,864	)		$	(175,445	)		$	928,714			$	912,130			$	(28,594	)		$	1,636,920
净利润			—				—				—				—				—				53,055				—				53,055
其他综合亏损			—				—				—				—				—				—				(138	)			(138	)
为 RSU 发行股票			22				—				—				—				—				—				—				—
基于股票的薪酬			—				—				—				—				11,611				—				—				11,611
2025年9月29日余额			115,195			$	115				(11,864	)		$	(175,445	)		$	940,325			$	965,185			$	(28,732	)		$	1,701,448

请参阅合并简明财务报表附注。

TTM TECHNOLOGIES, INC.

合并简明现金流量表tatements of Cash Flows

截至2026年9月28日和2025年9月29日的三个季度

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至以下日期的三个季度
		2026年9月28日			2025年9月29日
		（未经审计）
		（千美元）
经营活动产生的现金流量：
净利润		$	217,838			$	126,763
将净利润调节为经营活动提供的净现金的调整项：
财产、厂房及设备折旧			94,724				82,135
有限使用年限无形资产摊销			27,672				27,673
债务折价和发行成本摊销			1,895				1,609
债务清偿损失			747				—
递延所得税			19,003				1,461
基于股票的薪酬			61,738				29,586
衍生工具未实现损失			12,710				—
其他			6,252				5,512
经营性资产和负债变动：
应收账款净额			(259,039	)			(51,536	)
合同资产			(315,828	)			(65,585	)
存货			(67,332	)			(28,702	)
预付费用及其他资产			(52,473	)			(11,667	)
应付账款			375,981				102,253
合同负债			26,715				(21,547	)
应计薪金、工资及福利			28,214				22,944
其他负债			94,066				8,053
经营活动提供的净现金			272,883				228,952
投资活动产生的现金流量：
收购 STG（扣除取得的现金）			(369,129	)			—
购置财产、厂房及设备和其他资产的净额			(251,636	)			(223,176	)
出售财产、厂房及设备和其他资产所得款项			14,498				489
其他			(7,387	)			—
投资活动使用的净现金			(613,654	)			(222,687	)
融资活动产生的现金流量：
长期借款所得款项			1,079,159				—
偿还长期借款			(344,310	)			(2,845	)
支付债务发行成本			(12,000	)			—
偿还客户存款			(5,750	)			—
回购普通股			—				(17,875	)
客户存款			—				1,500
其他			(1,451	)			—
融资活动提供（使用）的净现金			715,648				(19,220	)
汇率变动对现金及现金等价物的影响			236				143
现金及现金等价物净增加（减少）额			375,113				(12,812	)
期初现金及现金等价物			501,234				503,932
期末现金及现金等价物		$	876,347			$	491,120
现金流量补充信息：
支付的利息净额		$	39,535			$	39,807
支付的所得税净额			11,300				19,426
非现金投资和融资活动补充披露：
无现金债务转存		$	280,841			$	—
计入应付账款和其他流动负债的财产、厂房及设备			167,275				62,561

请参阅合并简明财务报表附注。

TTM TECHNOLOGIES, INC.

合并简明财务报表附注

（未经审计）

（美元和股数以千为单位，每股数据除外）

（1）经营性质和列报基础

TTM Technologies, Inc. 是一家领先的全球科技产品制造商，产品包括任务系统、RF 元件、RF 微波/微电子组件，以及技术先进的互连产品（包括 PCB 和基板）。公司提供先进科技产品的快速上市和批量生产，并为客户提供一站式设计、工程和制造解决方案。该解决方案使公司能够将技术发展与客户的多样化需求相结合，并帮助客户缩短新产品的开发和上市时间。

公司服务于全球多个市场的多元化客户群，包括航空航天与国防、汽车、数据中心与网络，以及医疗、工业和仪器仪表领域。公司的客户包括 OEM、EMS 服务商、ODM、分销商和政府机构（包括美国国内及盟国外国政府）。

随附的未经审计合并简明财务报表由公司依据 SEC 的规则和规定编制。根据这些规则和规定，按照美国公认会计原则（U.S. GAAP）编制的财务报表通常包含的某些信息和披露已予以精简或省略。阅读这些合并简明财务报表时，应同时参阅公司最近一期 10-K 表年度报告中的合并财务报表及其附注。按照美国公认会计原则编制财务报表，要求管理层作出估计和假设，这些估计和假设会影响公司合并简明财务报表及随附附注中列报的金额。部分由于俄罗斯与乌克兰之间的冲突以及中东和其他全球地区的冲突、美国征收或调整关税以及其他国家采取的报复性关税或措施，加之全球原油价格上涨，全球经济和金融市场持续波动。因此，公司已考虑截至这些合并简明财务报表发布日可获得的信息，且未发现任何需要更新其估计或判断，或修订资产或负债账面价值的特定事件或情形。公司的实际业绩可能与其估计存在重大差异，且可能对公司不利。

衍生工具

所有衍生工具均按公允价值在公司的合并简明资产负债表中确认，公允价值依据报价市场价格或公司对其公允价值的估计确定，并根据其到期日记录为流动或非流动资产或负债。衍生工具公允价值的变动计入净收益或其他综合（亏损）收益，具体取决于该工具是否被指定为套期交易且套期有效；若是，则还取决于套期交易的类型。计入累计其他综合亏损的衍生工具收益或亏损，在被套期项目影响收益的期间重新分类至收益。如果基础被套期交易不再存在，计入累计其他综合亏损的任何相关金额将在届时重新分类至收益。

近期发布但尚未采用的会计准则

2025年12月，FASB发布了ASU 2025-10，商业实体收到的政府补助的会计处理，为商业实体应如何确认、计量和列报收到的政府补助提供指引。该ASU适用于2028年12月15日之后开始的年度期间，以及这些年度报告期间内的中期期间。允许提前采用。该指引可采用修订后的未来适用法、修订后的追溯法或追溯法。公司目前正在评估采用时间，以及该ASU对其合并财务报表和相关披露的影响。

2025年9月，FASB发布了ASU 2025-06，内部使用软件会计处理的针对性改进，该准则修订现行标准，删除所有涉及规定性、按顺序划分的软件开发项目阶段的表述。根据该指引，当管理层已授权并承诺为软件项目提供资金，且项目很可能完成并将使用该软件执行预定功能时，符合条件的软件开发成本即可开始资本化。该ASU适用于2027年12月15日之后开始的年度期间，以及这些年度报告期间内的中期期间。允许在年度报告期间开始时提前采用。该指引可采用未来适用法、针对在研项目的修订法或追溯法。公司目前正在评估采用时间，以及该ASU对其合并财务报表和相关披露的影响。

2024年11月，FASB发布了ASU 2024-03，损益表——报告综合收益——费用分解披露（子主题220-40）：损益表费用分解，要求在财务报表附注中披露有关某些成本和费用的特定信息。2025年1月，FASB发布了ASU 2025-01，损益表——报告综合收益——费用分解披露（子主题220-40）：澄清生效日期，该准则修订了ASU 2024-03的生效日期，明确所有公众企业须在2026年12月15日之后开始的年度报告期间以及2027年12月15日之后开始的年度报告期间内的中期期间采用该指引。允许提前采用ASU 2024-03。ASU 2024-03应采用前瞻法，适用于生效日期之后发布的报告期间财务报表；也可采用追溯法，适用于财务报表中列报的任何或所有以前期间。本公司目前正在评估该新指引，以确定其对合并财务报表及相关披露的影响，但预计采用后将增加披露内容。

（2）收入

对于预计总成本超过预期总收入的合同，在能够识别时于当期确认估计损失。估计损失全额按累计基础计提准备。截至2026年9月28日和2025年12月29日，亏损合同预计尚需发生的完工成本分别为$17,438和$33,163。

截至2026年9月28日，分配至长期合同剩余履约义务的交易价格总额为$463,492。本公司预计将在未来55%左右的长期合同剩余履约义务在未来12 months内确认为收入，其余金额预计此后确认。本公司短期合同的剩余履约义务预计将在一年内确认。本公司采用允许的可选豁免，不披露预计期限为一年或更短合同的剩余履约义务所分配的交易价格金额。

截至2025年12月29日记录为合同负债的金额中，于截至2026年9月28日的三个季度确认的收入为$92,514。截至2024年12月30日记录为合同负债的金额中，于截至2025年9月29日的三个季度确认的收入为$82,722。

随时间及在某一时点转移给客户的产品和服务收入，分别占公司截至2026年9月28日的季度和三个季度收入的 97% 和 3%；分别占公司截至2025年9月29日的季度和三个季度收入的 96% 和 4%。

按可报告分部内主要终端市场细分的收入如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至本季度
		2026年9月28日			2025年9月29日
		航空航天与国防			商业			合计			航空航天与国防			商业			合计
		（千美元）
终端市场 (1)：
航空航天与国防		$	404,538			$	—			$	404,538			$	333,556			$	—			$	333,556
汽车			—				88,045				88,045				—				79,355				79,355
数据中心与网络			10,396				487,619				498,015				9,316				222,092				231,408
医疗、工业与仪器仪表			1,327				211,930				213,257				1,128				107,289				108,417
合计		$	416,261			$	787,594			$	1,203,855			$	344,000			$	408,736			$	752,736

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三个季度
		2026年9月28日			2025年9月29日
		航空航天与国防			商业			合计			航空航天与国防			商业			合计
		（千美元）
终端市场 (1)：
航空航天与国防		$	1,117,260			$	—			$	1,117,260			$	966,066			$	—			$	966,066
汽车			—				237,280				237,280				—				232,133				232,133
数据中心与网络			28,838				1,176,268				1,205,106				26,266				605,117				631,383
医疗、工业与仪器仪表			3,980				490,259				494,239				3,046				299,397				302,443
合计		$	1,150,078			$	1,903,807			$	3,053,885			$	995,378			$	1,136,647			$	2,132,025

(1)

截至2025年9月29日的季度和三个季度的终端市场收入已重新列报，以反映截至2026年3月30日的季度发生的分部重组所导致的若干分配调整，以及数据中心计算和网络终端市场的合并。终端市场收入不包括分部间销售额：截至2026年9月28日的季度和三个季度分别为 $567 和 $1,599；截至2025年9月29日的季度和三个季度分别为 $666 和 $1,139。更多信息请参见附注4“分部信息”。

(3) 重要客户及信用风险集中度

可能面临信用风险集中的金融工具主要包括现金及现金等价物和应收账款。

截至2026年9月28日和2025年12月29日，公司海外子公司持有的现金及现金等价物分别为 $241,087 和 $191,925。公司将现金及现金等价物存放于大型金融机构，且此类余额超过联邦存款保险公司（FDIC）的保险限额。公司未曾在此类账户中遭受任何损失，并认为现金及现金等价物不存在任何重大风险。

在正常经营过程中，公司向客户提供信贷。公司提供信贷的部分客户位于美国境外。公司持续评估客户的信用状况，不要求提供抵押品，并会考虑应收款项对应实体的信用风险状况，以进一步评估收款风险。截至2026年9月28日，两名客户合计占公司应收账款的30%；截至2025年12月29日，一名客户占公司应收账款的14%。

公司的客户包括 OEM 和 EMS 公司。OEM 客户通常会通过 EMS 公司采购其相当大一部分产品。虽然公司的客户包括 OEM 和 EMS 提供商，但公司根据 OEM 公司衡量客户集中度，因为它们是最终客户。

截至2026年9月28日的季度和前三个季度，一名客户和两名客户合计分别约占公司净销售额的20%和27%。截至2025年9月29日的季度和前三个季度，两名客户合计分别约占公司净销售额的23%和22%。

(4) 分部信息

在截至2026年3月30日的季度，公司对 A&D 部门内的 RF&S Components 进行了战略性重新调整，并认定公司目前有两个可报告分部：A&D 和 Commercial。在此前期间，公司有三个可报告分部：A&D、Commercial 和 RF&S Components；这一划分是在截至2025年6月30日的季度发生变更后形成的。因此，某些以前期间的金额已重新分类，以符合新的列报方式。

下文列示的可报告分部是公司的分部，这些分部有单独的财务信息，且其经营业绩由 CODM（即总裁兼首席执行官）进行评估，以评估业绩并分配资源。在公司的年度预算和预测过程中，CODM 使用分部营业收入为各分部分配员工和资本资源等资源。各分部的销售总额和营业利润包括分部间销售，通常按成本加规定费用或协商固定价格入账。有限年限无形资产的摊销与 A&D 可报告分部相关，但 CODM 不会单独审查该项摊销。CODM 不使用单独的分部资产指标来评估分部业绩或向分部配置资源。

A&D 可报告分部包括印刷电路板（PCB）、增值组件、微电子、射频/微波元件及组件、集成任务系统，以及商用现货（COTS）元件。这些高度工程化的电子产品包括按客户提供的设计进行制造和测试，以及设计、开发、制造和测试新产品的长期合同。A&D 可报告分部的产品为航空航天和国防行业客户以及电信、工业和仪器仪表市场的商业客户提供监视、情报、通信及其他关键任务支持。商业可报告分部包括按照客户提供的工程和设计方案生产的印刷电路板，服务于汽车、数据中心和网络，以及医疗、工业和仪器仪表终端市场。

净销售额与分部营业收入的调节如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至以下日期的季度
		2026年9月28日			2025年9月29日
		净销售额			分部间销售额			分部销售额			净销售额			分部间销售额			分部销售额
		（单位：千）
A&D		$	416,261			$	279			$	416,540			$	344,000			$	482			$	344,482
商业			787,594				288				787,882				408,736				184				408,920
抵销			—				(567	)			(567	)			—				(666	)			(666	)
合计		$	1,203,855			$	—			$	1,203,855			$	752,736			$	—			$	752,736

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至以下日期的前三个季度
		2026年9月28日			2025年9月29日
		净销售额			分部间销售额			分部销售额			净销售额			分部间销售额			分部销售额
		（单位：千）
A&D		$	1,150,078			$	876			$	1,150,954			$	995,378			$	537			$	995,915
商业			1,903,807				723				1,904,530				1,136,647				602				1,137,249
抵销			—				(1,599	)			(1,599	)			—				(1,139	)			(1,139	)
合计		$	3,053,885			$	—			$	3,053,885			$	2,132,025			$	—			$	2,132,025

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2026年9月28日的季度
		净销售额			销售成本			营业费用			营业收入			营业利润率
		（单位：千，利润率除外）
A&D		$	416,540			$	(303,589	)		$	(35,910	)		$	77,041				18.5		%
商业			787,882				(597,799	)			(23,804	)			166,279				21.1
分部合计			1,204,422				(901,388	)			(59,714	)			243,320				20.2
抵销			(567	)									—
未分配金额：
重组												(380	)
收购相关及其他费用												(13,564	)
基于股票的薪酬												(24,090	)
其他公司费用												(33,809	)
有限寿命无形资产摊销												(9,224	)
合并后		$	1,203,855										162,253				13.5		%
利息费用												(12,809	)
衍生工具已实现及未实现损失												(6,103	)
其他，净额												(1,640	)
所得税前收入											$	141,701

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2025年9月29日的季度
		净销售额			销售成本			营业费用			营业收入			营业利润率
		（单位：千，利润率除外）
A&D		$	344,482			$	(257,262	)		$	(31,210	)		$	56,010				16.3		%
商业			408,920				(330,183	)			(18,706	)			60,031				14.7
分部合计			753,402				(587,445	)			(49,916	)			116,041				15.4
抵销			(666	)									—
未分配金额：
重组												(509	)
收购相关及其他费用												(15	)
基于股票的薪酬												(11,611	)
其他公司费用												(22,775	)
有限寿命无形资产摊销												(9,225	)
合并后		$	752,736										71,906				9.6		%
利息费用												(10,399	)
其他，净额												306
所得税前收入											$	61,813

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2026年9月28日的前三个季度
		净销售额			销售成本			营业费用			营业收入			营业利润率
		（单位：千，利润率除外）
A&D		$	1,150,954			$	(853,189	)		$	(102,084	)		$	195,681				17.0		%
商业			1,904,530				(1,478,997	)			(65,010	)			360,523				18.9
分部总计			3,055,484				(2,332,186	)			(167,094	)			556,204				18.2
抵销			(1,599	)									—
未分配金额：
重组												(1,016	)
收购相关及其他费用												(18,510	)
股票薪酬												(61,738	)
其他公司费用												(103,511	)
有限寿命无形资产摊销												(27,672	)
合并		$	3,053,885										343,757				11.3		%
利息支出												(33,905	)
债务清偿损失												(747	)
衍生工具的已实现及未实现损失												(20,097	)
其他，净额												(7,535	)
所得税前收入											$	281,473

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2025年9月29日的三个季度
		净销售额			销售成本			运营费用			营业收入			营业利润率
		（单位：千美元，利润率除外）
A&D		$	995,915			$	(751,693	)		$	(97,698	)		$	146,524				14.7		%
商业			1,137,249				(916,920	)			(56,580	)			163,749				14.4
分部总计			2,133,164				(1,668,613	)			(154,278	)			310,273				14.5
抵销			(1,139	)									—
未分配金额：
重组												(2,631	)
收购相关及其他费用												(15	)
股票薪酬												(29,586	)
其他公司费用												(66,433	)
有限寿命无形资产摊销												(27,673	)
合并		$	2,132,025										183,935				8.6		%
利息支出												(32,958	)
其他，净额												(2,648	)
所得税前收入											$	148,329

各可报告分部的折旧费用如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至本季度			截至三个季度
		2026年9月28日			2025年9月29日			2026年9月28日			2025年9月29日
		（单位：千美元）
A&D		$	9,477			$	8,438			$	28,297			$	27,037
商业			22,218				17,536				59,605				50,881
分部总计			31,695				25,974				87,902				77,918
公司			2,615				1,606				6,822				4,217
总计		$	34,310			$	27,580			$	94,724			$	82,135

公司在约50个国家/地区营销和销售其产品。截至2026年9月28日的三个季度，以及截至2025年9月29日的一个季度和三个季度，公司在美国以外的任何国家/地区开展的业务，其该国净销售额均未超过公司净销售总额的10%。截至2026年9月28日的季度，泰国净销售额也超过公司净销售总额的10%。按发票开具地点将净销售额归属至各国家/地区，具体如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至本季度			截至三个季度
		2026年9月28日			2025年9月29日			2026年9月28日			2025年9月29日
		（单位：千美元）
美国		$	457,798			$	407,222			$	1,303,471			$	1,146,649
泰国			162,081				13,659				285,139				47,113
其他			583,976				331,855				1,465,275				938,263
净销售额总计		$	1,203,855			$	752,736			$	3,053,885			$	2,132,025

长期资产包括不动产、厂房及设备、商誉和有限寿命无形资产，具体如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
		2026年9月28日			2025年12月29日
		（单位：千美元）
美国		$	884,610			$	876,099
中国			932,504				732,843
其他			580,680				226,825
总计		$	2,397,794			$	1,835,767

（5）某些合并简明财务报表项目的构成

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
		2026年9月28日			2025年12月29日
		（单位：千美元）
存货：
原材料		$	277,142			$	197,531
在制品			45,128				48,236
制成品			3,162				4,290
存货		$	325,432			$	250,057

不动产、厂房及设备，净额：
土地及土地使用权		$	77,225			$	72,342
建筑物及改良			688,047				634,785
机器及设备			1,434,468				1,187,187
家具、固定装置及其他			14,613				11,642
在建工程			140,697				101,945
不动产、厂房和设备总额			2,355,050				2,007,901
减：累计折旧			(1,068,171	)			(997,191	)
不动产、厂房和设备净额		$	1,286,879			$	1,010,710

其他流动负债：
应付所得税		$	50,586			$	8,080
销售退货及折让			26,284				12,392
应计设施运营成本			15,583				10,497
经营租赁			9,669				8,909
住房公积金			9,634				8,783
保修			7,910				7,855
应计专业服务费			7,745				3,522
利息			4,941				8,792
其他			58,578				37,420
其他流动负债		$	190,930			$	106,250

其他长期负债：
递延所得税		$	83,369			$	46,334
衍生负债			21,109				382
客户押金			17,575				23,465
融资租赁			14,933				15,829
其他			47,337				30,011
其他长期负债		$	184,323			$	116,021

(6) 商誉和有限使用年限无形资产

商誉

截至2026年9月28日和2025年12月29日，A&D的商誉为 $287,499。在截至2026年3月30日的季度内，公司进行战略性分部调整，RF&S Components报告单位现已纳入A&D。管理层对RF&S Components报告单位的$31,300 商誉进行了减值评估，并得出结论，调整前后均不存在减值迹象。

截至2026年9月28日和2025年12月29日，Commercial的商誉分别为$585,166和$382,636。截至2026年9月28日的三个季度内，STG收购确认的商誉为$202,530，归属于Commercial报告单位。

有限使用年限无形资产

有限使用年限无形资产的组成如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		总额金额			累计摊销			账面净值			加权平均摊销期限
		（千美元）			（年）
截至2026年9月28日
客户关系		$	323,500			$	(209,930	)		$	113,570				11.8
技术			66,650				(52,970	)			13,680				8.2
收购取得的无形资产
客户关系			65,000				—				65,000				11.5
技术			40,000				—				40,000				8.0
商品名称			6,000				—				6,000				6.0
合计		$	501,150			$	(262,900	)		$	238,250

截至2025年12月29日
客户关系		$	323,500			$	(189,264	)		$	134,236				11.8
技术			66,650				(45,964	)			20,686				8.2
合计		$	390,150			$	(235,228	)		$	154,922

有限使用年限无形资产采用直线法在其使用年限内摊销。摊销费用如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

截至该季度

截至三个季度

2026年9月28日

2025年9月29日

2026年9月28日

2025年9月29日

（千美元）

摊销费用总额

9,224

9,225

27,672

27,673

计入销售成本的摊销费用

2,335

2,336

7,006

7,007

未来五年及以后有限使用年限无形资产预计摊销总额如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
		（千美元）
2026年剩余时间		$	12,138
2027			46,195
2028			42,649
2029			34,007
2030			29,830
以后			73,431
合计		$	238,250

(7) 长期债务和信用证

长期债务如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
		2026年9月28日			2025年12月29日
		利率		未偿还本金金额			利率		未偿还本金余额
		（以千为单位，利率除外）
于 2029年3月到期的优先票据			4.00		%		$	500,000				4.00		%		$	500,000
于 2034年10月到期的优先票据			6.75					500,000			—				—
于 2030年5月到期的定期贷款			5.65					399,000				5.97					342,169
于 2031年5月到期的循环信贷额度			5.40					260,000			—				—
于 2028年6月到期的亚洲资产抵押循环贷款			—					—				5.02					80,000
其他			—					—				5.99					1,981
债务总额							1,659,000								924,150
减：未摊销债务发行成本							(13,402	)							(5,617	)
减：未摊销债务折价							(1,726	)							(2,382	)
小计							1,643,872								916,151
减：流动部分							(184,000	)							(3,815	)
长期债务，扣除流动部分						$	1,459,872							$	912,336

未来五年及以后各年的债务到期额按财年日历如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
		（以千为单位）
2026年剩余时间		$	181,000
2027			5,000
2028			3,000
2029			504,000
2030			386,000
以后年度			580,000
总计		$	1,659,000

债务发行成本及债务折价

未摊销债务发行成本及债务折价余额如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
		2026年9月28日		2025年12月29日
		债务发行成本			债务折价			实际利率		债务发行成本			债务折价			实际利率
		（以千为单位，利率除外）
2029年3月到期的优先票据		$	2,022			$	—				4.18		%		$	2,608			$	—				4.18		%
2034年10月到期的优先票据			9,039				—				7.05					—				—				—
2030年5月到期的定期贷款			2,341				1,726				5.68					3,009				2,382				8.01
总计		$	13,402			$	1,726							$	5,617			$	2,382

上述债务发行成本和债务折价作为债务的抵减项入账，并在债务存续期内采用实际利率法摊销计入利息费用。

截至2026年9月28日，RCF未摊销债务发行成本余额为 $5,385；截至2025年12月29日，之前的美国资产抵押贷款和亚洲资产抵押贷款未摊销债务发行成本余额为 $874。这些金额计入存款及其他非流动资产，并在各项安排的合同期限内采用直线摊销法摊销计入利息费用。

截至2026年9月28日，所有未摊销债务发行成本及债务折价的加权平均剩余摊销期限为 5.7 年。

债务契约

2029年到期优先票据、2034年到期优先票据及经修订定期贷款融资项下的借款须遵守若干肯定性和限制性契约，包括对负债、公司交易、投资、资产处置及受限制付款的限制。

RCF须遵守多项财务契约，包括杠杆率和利息覆盖率。

2026年信贷协议；对先前定期贷款融资及RCF进行再融资

2026年6月1日，本公司签订2026年信贷协议，该协议修订并重述本公司的先前定期贷款融资，并提供新的RCF。此外，2026年信贷协议允许本公司在满足若干条件的前提下，向经修订定期贷款融资增加一项或多项优先担保增量定期贷款融资。

经修订定期贷款融资

2026年信贷协议规定了一项金额为$400,000的优先担保定期贷款信贷额度。截至2026年9月28日，未偿还金额为$399,000，其中$4,000计入短期债务，$395,000计入长期债务。公司收到$119,159现金以及持续参与贷款的贷款人提供的$280,841无现金展期，用于偿还公司原定期贷款额度项下的全部未偿债务（金额为$340,436）及相关费用和开支。修订后的定期贷款额度按浮动利率计息，利率为1个月CME Term SOFR加适用利差1.75%。修订后的定期贷款额度仍要求按季度偿还本金，金额相当于$400,000初始本金总额的1%，且到期日与原定期贷款额度相同，为2030年5月30日。

循环信贷额度

此外，2026年信贷协议规定了一项新的循环信贷额度（RCF），取代公司此前的$150,000美国资产基础信贷额度（ABL）；该额度于2026年6月1日终止。新额度还取代了公司此前的$150,000亚洲ABL，该额度也于2026年6月1日终止。$1,000,000的借款额度可供公司以美元提取，但须以外国子公司借款人（定义见2026年信贷协议）尚未提取其最高$300,000可用额度为限。公司从RCF提取了$80,000，用于偿还此前亚洲ABL项下的全部未偿金额。除非根据条款提前终止，RCF计划于2031年5月到期。

RCF包含一项信用证子额度，限额为$200,000。RCF项下借款按1个月CME Term SOFR加利差计息，利差范围为1.25%至2.25%，根据公司上一季度的合并杠杆率（定义见2026年信贷协议）确定。公司还须根据RCF每日平均未使用额度支付未使用承诺费，年费率为0.15%至0.35%，具体取决于合并杠杆率。贷款所得款项可用于满足营运资金需求、一般公司用途（包括收购），或用于2026年信贷协议允许的其他用途。截至2026年9月28日，RCF项下可用借款额度为 $733,866。财政第三季度结束后，公司偿还了RCF项下$180,000的借款。

2026年信贷协议项下的义务由公司的每一家担保人无条件担保，但须遵守某些例外情况。此外，在遵守某些排除项和限制的前提下，公司及各担保人在2026年信贷协议项下的义务以公司和担保人的几乎所有有形及无形资产（包括公司和担保人持有的所有股本）设定的完善第一顺位担保权益作为担保（对质押某些外国子公司及外国子公司的境内控股公司的股本设有65%的限制）。

2026年信贷协议包含公司必须遵守的若干肯定义务和限制性契约，包括对新增债务、留置权、投资、股息派发及根本性变更的限制，以及此类信贷安排通常包含的其他契约。2026年信贷协议包含仅适用于循环信贷安排（RCF）的惯常持续性财务契约。具体而言，公司须在每个财季末维持至少2.50:1.00的最低合并利息覆盖率，以及不高于4.50:1.00的最高合并杠杆率。最高合并杠杆率受惯常收购宽限期约束：在完成符合条件的重大收购所在财季及其后的三个财季，该比率上限可提高至5.00:1.00。若发生违约事件且未在任何适用补救期限内补救或豁免，除贷款人可能享有的其他救济外，2026年信贷协议项下的义务可能被宣布提前到期。

债务清偿损失

截至2026年9月28日的三个季度内，公司确认债务清偿损失$747，主要与公司的先前定期贷款安排有关。截至2026年9月28日的季度内确认的债务清偿损失为无。

2034年到期的6.750%优先票据

2026年9月24日，公司发行了$500,000的2034年到期优先票据，该票据计入长期债务，年利率为6.750%。利息每年4月1日和10月1日按半年期后付方式支付，首次付款日为2027年4月1日。2034年到期优先票据将于2034年10月1日到期。

公司将发行2034年到期优先票据所得净款项的一部分与增量融资项下的借款合并使用，用于支付公司收购Epiq的购买价款、相关收购费用和开支，并在Epiq收购完成后不久偿还部分RCF借款。

2034年到期的优先票据由本公司现有及未来的境内子公司共同及个别地以优先无担保方式提供不可撤销且无条件的担保，但须遵守某些例外情况。2034年到期的优先票据及相关担保分别构成本公司及适用子公司担保人的优先无担保债务。

若未能在指定日期前完成对 Epiq 的收购，2034年到期的优先票据须进行特别强制赎回。财政第三季度结束后，该收购已于2026年9月30日完成；因此，自该日起，特别强制赎回条款不再适用。

经第三次修订及重述的信贷协议；增量融资安排

On September 30, 2026, subsequent to the end of the fiscal third quarter, the Company entered into the Third Amended and Restated Credit Agreement, which amended and restated the 2026 Credit Agreement and provided for Incremental Facilities. The Incremental Facilities were funded on September 30, 2026 in connection with the consummation of the Company's acquisition of Epiq, and the proceeds were used, together with a portion of the net proceeds from the Senior Notes due 2034, to fund the approximately $1,100,000 purchase price for the acquisition and related fees and expenses. The terms of the Amended Term Loan Facility and the RCF as set forth under the 2026 Credit Agreement remain unchanged.

The Incremental Facilities are guaranteed and secured on the same basis as the existing loans were under the 2026 Credit Agreement, with Epiq becoming a Guarantor concurrently with the closing of the acquisition.

(8) Income Taxes

The Company’s effective tax rate is impacted by the mix of foreign and U.S. income, tax rates in China and Hong Kong, the U.S. federal income tax rate, apportioned state income tax rates, the generation of credits, and deductions available to the Company as well as changes in valuation allowances and certain non-deductible items. No tax benefit was recorded on the losses incurred in certain foreign jurisdictions as a result of corresponding increases in the valuation allowances in these jurisdictions.

During the quarter and three quarters ended September 28, 2026, the Company’s effective tax rate was impacted by a net discrete expense of $17,393 and net discrete benefit of $10,060, respectively. The net discrete benefit was primarily related to the deduction of stock‑based compensation, partially offset by uncertain tax position reserves.

The Company has various foreign subsidiaries formed or acquired to conduct or support its business outside the U.S. The Company expects its earnings attributable to most foreign subsidiaries may be repatriated back to the U.S. Accordingly, a deferred tax liability has been recorded for foreign withholding taxes and the estimated federal/state tax impact on any repatriation. For the Company’s other foreign subsidiaries with earnings currently being reinvested outside of the U.S., no deferred tax liability on undistributed earnings has been recorded.

(9) Earnings Per Share, Share Repurchase Program, and Accumulated Other Comprehensive Loss

Earnings Per Share

The reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share is as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		For the Quarter Ended			For the Three Quarters Ended
		September 28, 2026			September 29, 2025			September 28, 2026			September 29, 2025
		(In thousands, except per share amounts)
Net income		$	84,803			$	53,055			$	217,838			$	126,763

Basic weighted average shares			105,665				103,321				104,596				102,337
Dilutive effect of PRUs, RSUs, and stock options			2,034				2,491				2,859				2,724
Diluted shares			107,699				105,812				107,455				105,061

Earnings per share:
Basic earnings per share		$	0.80			$	0.51			$	2.08			$	1.24
Diluted earnings per share			0.79				0.50				2.03				1.21

PRUs and RSUs to purchase 382 and 156 shares of common stock for the quarter and three quarters ended September 28, 2026, respectively, and PRUs and RSUs to purchase 161 and 220 shares of common stock for the quarter and three quarters ended September 29, 2025, respectively, were not included in the computation of diluted earnings per share because the impact would be anti-dilutive. The PRUs would have had an anti-dilutive impact because the performance conditions had not been met during the applicable quarter and three quarters. The RSUs would have had an anti-dilutive impact because the total expected proceeds under the treasury stock method were greater than the average market price of common stock during the applicable quarter and three quarters.

Share Repurchase Program

On May 8, 2025, the Company's Board of Directors authorized the 2025 Share Repurchase Program, under which the Company may repurchase up to $100,000 in value of the Company’s outstanding shares of common stock from time to time through May 7, 2027. The Company may repurchase shares through open market purchases, privately‑negotiated transactions, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act, which sets certain restrictions on the method, timing, price, and volume of open market stock repurchases. In addition, the Company adopted one trading plan in accordance with Rule 10b5-1 of the Exchange Act to facilitate certain purchases that may be effected under the share repurchase program. The timing, manner, price, and amount of any repurchases will be determined at the Company’s discretion, and the share repurchase program may be suspended, terminated, or modified at any time for any reason. The repurchase program does not obligate the Company to acquire any specific number of shares.

During the quarter and three quarters ended September 28, 2026, the Company did not repurchase any shares of common stock under the Company's share repurchase program. As of September 28, 2026, the remaining amount in value available to be repurchased under the 2025 Share Repurchase Program was $100,000.

On October 26, through October 27, 2026, subsequent to the end of the fiscal third quarter, the Company repurchased 1,159 shares of common stock for a total cost of approximately $100,000 (including commissions). Upon completion of these share repurchases, the Company had no remaining value available to be repurchased under the 2025 Share Repurchase Program. Additionally, on October 27, 2026, the Company’s Board of Directors authorized the 2026 Share Repurchase Program allowing the Company to repurchase its outstanding common stock with an aggregate market value of up to $100,000 from time to time through October 27, 2027.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, were as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n
		As of
		September 28, 2026			December 29, 2025
		(In thousands)
Foreign currency translation		$	(32,863	)		$	(33,374	)
Pension obligation			—				2,891
Net investment hedge			2,179				—
Cash flow hedges			981				(447	)
Total		$	(29,703	)		$	(30,930	)

(10) Fair Value Measures

The carrying amount and estimated fair value of the Company’s financial instruments were as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		As of
		September 28, 2026			December 29, 2025
		Carrying Amount			Fair Value			Carrying Amount			Fair Value
		(In thousands)
Derivatives designated as hedges:
Derivative assets, current		$	12,009			$	12,009			$	—			$	—
Derivative liabilities, current			—				—				31				31
Derivative liabilities, non-current			21,109				21,109				382				382
Derivatives not designated as hedges:
Derivative assets, current			2,600				2,600				5,212				5,212
Derivative liabilities, current			278				278				—				—
Senior Notes due March 2029			497,978				473,120				497,392				488,325
Senior Notes due October 2034			490,961				499,715				—				—
Term Loan due May 2030			394,933				399,998				336,778				345,806
RCF due May 2031			260,000				260,000				—				—
Asia ABL Revolving Loan due June 2028			—				—				80,000				80,000
Other loan			—				—				1,981				1,981

The fair value of the derivative instruments was determined using pricing models developed based on the 1-month CME Term SOFR swap rate, USD/CHF spot and forward exchange rates, USD and CHF interest-rate curves, and other observable market data, including quoted market prices, as appropriate using Level 2 inputs. The values were adjusted to reflect non-performance risk of both the counterparty and the Company, as necessary.

The fair value of the long-term debt was estimated based on quoted market prices, where available, as of September 28, 2026 and December 29, 2025, which are considered Level 2 inputs.

As of September 28, 2026 and December 29, 2025, the Company’s other financial instruments included cash and cash equivalents, accounts receivable, contract assets, accounts payable, and contract liabilities. The carrying amount of these instruments approximates fair value.

(11) Commitments and Contingencies

Legal Matters

The Company is subject to various legal matters, which it considers normal for its business activities. While the Company currently believes that the amount of any reasonably possible loss for known matters would not be material to the Company’s financial condition, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate potential loss could have a material adverse effect on the Company’s financial condition or results of operations in a particular period. The Company has accrued amounts for its loss contingencies which are probable and estimable as of September 28, 2026 and December 29, 2025 and included as a component of other current liabilities. However, these amounts are not material to the consolidated condensed financial statements of the Company.

Supplier Finance Program Obligations

The Company has agreements with financial institutions to facilitate payments to certain suppliers. Liabilities associated with these agreements are recorded in accounts payable on the consolidated condensed balance sheets and amounted to $21,531 and $12,535 as of September 28, 2026 and December 29, 2025, respectively.

Banking Facility Agreement

In June 2026, the Company entered a banking facility with a major financial institution to replace a portion of the trade credit capacity granted under the previous Asia ABL. This banking facility provides the Company with a line of credit for up to an aggregate $30,000, which can be used to facilitate payments over imported equipment. The line of credit can be drawn upon for up to one year and six months. On a quarterly basis, the Company is required to pay 1.25% per annum on the drawn portion of the aggregate available line of credit. As of September 28, 2026, the Company had current letters of credit issued under this banking facility agreement of $21,531.

Future Lease Commitments

As of September 28, 2026, the Company entered into seven facility lease agreements that have not yet commenced in order to expand manufacturing and corporate capacity. Total undiscounted future minimum lease commitments under these agreements are $25,078 for leases that are expected to commence starting in the fourth quarter of 2026 through 2027 with initial terms ranging from five to eight years.

(12) Cross-currency Swap

On June 18, 2026, in connection with the acquisition of STG, the Company entered into a deal-contingent, forward-starting, fixed-for-fixed USD/CHF cross-currency swap with a major financial institution. The swap was entered to economically mitigate the foreign currency risk of the CHF-denominated purchase price and convert a portion of the anticipated USD financing into fixed-rate CHF financing. The instrument was contingent upon the closing of the STG acquisition. The swap has notional exchanges of $381,083 and CHF 306,200, provides for the Company to receive 6.0% fixed USD interest and pay 3.025% fixed CHF interest, has an effective date of September 16, 2026, and matures on September 16, 2033.

The instrument did not qualify for hedge accounting from inception until the close of the STG acquisition on September 16, 2026. Changes in the fair value of the cross-currency swap before hedge designation and an acquisition-related short-term currency forward resulted in realized and unrealized losses on derivative instruments of $6,103 and $20,097 in the consolidated condensed statements of operations during the quarter and three quarters ended September 28, 2026, respectively.

Upon the close of the STG acquisition on September 16, 2026, the cross-currency swap was designated as a net investment hedge of the Company’s net investment in STG. Hedge effectiveness is assessed using the spot method, with the spot-forward rate differential excluded from the assessment of hedge effectiveness. The initial value of the excluded component is recognized using a systematic and rational method over the life of the hedging instrument as an adjustment to interest expense on the consolidated condensed statements of operations. Spot-related changes in fair value and changes in fair value of the excluded component, net of its amortization recognized in earnings, are reported in the foreign currency translation component of other comprehensive (loss) income and accumulated other comprehensive loss.

As of September 28, 2026, the fair value of the cross-currency swap was a net liability of $10,140, of which $10,969 is included as a component of prepaid expenses and other current assets and $21,109 is included as a component of other long-term liabilities.

For the quarter and three quarters ended September 28, 2026, the Company recognized a change in fair value net gain of $2,179 in the foreign currency translation component of other comprehensive (loss) income of the swap designated as a net investment hedge and recognized a benefit of $391 as a reduction of interest expense in the consolidated condensed statements of operations.

(13) Acquisitions

Acquisition of STG

On September 16, 2026, the Company consummated the purchase of all outstanding shares of STG for total cash consideration of $401,161. The acquisition is intended to diversify the Company's product offerings and geographic footprint and expand the Company's technological capabilities. The Company recorded preliminary amounts for all of the acquired assets and liabilities as of September 28, 2026 as the initial accounting for STG acquisition is incomplete due to the timing of available information and is subject to change during the measurement period as additional information becomes available. As of September 28, 2026, the Company has recorded provisional amounts for goodwill of $202,530, definite-lived intangible assets of $111,000, property, plant, and equipment of $44,444, and cash of $32,032, as well as other working capital and related tax items. Pro forma financial information is not presented because the acquisition is not material to the Company’s consolidated financial results. The transaction costs associated with the STG acquisition were immaterial.

Acquisition of Epiq

On September 30, 2026, subsequent to the end of the fiscal third quarter, the Company consummated the acquisition of all of the issued and outstanding membership interest of Epiq for total cash consideration of $1,100,000, subject to certain customary post‑closing adjustments. The acquisition is intended to provide critical technologies to expand the Company's technology portfolio and offer innovative capabilities for its aerospace and defense customers. The Company funded the purchase price, including all related fees and adjustments, from a portion of the proceeds of borrowings from the Senior Notes due 2034 and the proceeds of borrowings from the Incremental Facilities, see Note 7, Long-term Debt and Letters of Credit for further information. The closing of the Incremental Facilities occurred concurrently with the consummation of the Epiq acquisition. The initial accounting for the acquisition of Epiq is incomplete given the acquisition closed subsequent to the end of the period. The information necessary to prepare the initial accounting and preliminary purchase price allocation has not been received by the date of this filing and accordingly has not been disclosed herein. The Company is currently in the process of gathering and evaluating the necessary information to determine the fair value of the purchase consideration, assets acquired, and liabilities assumed. The preliminary accounting for the acquisition will be included in the Company's fourth quarter of 2026.

Other Proposed Acquisitions

On October 19, 2026, subsequent to the end of the fiscal third quarter, the Company announced that it had entered into a definitive agreement to acquire Ophir Optics for a purchase price of $650,000 in an all-cash transaction, subject to customary post‑closing adjustments. The Company expects to close this proposed acquisition in the second quarter of 2027.

The Company previously announced that it had entered into two definitive agreements to acquire companies in Europe. These proposed acquisitions are immaterial and are expected to close in the fourth quarter of 2026, subject to the satisfaction of regulatory approvals and other customary closing conditions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Report contains forward-looking statements regarding future events or our future financial and operational performance. Forward-looking statements include statements regarding markets for our products; trends in net sales, gross profits, and estimated expense levels; liquidity and anticipated cash needs and availability; and any statement that contains the words “anticipate,” “believe,” “plan,” “forecast,” “foresee,” “estimate,” “project,” “expect,” “seek,” “target,” “intend,” “goal,” and other similar expressions. The forward-looking statements included in this Report reflect our current expectations and beliefs, and we do not undertake publicly to update or revise these statements, even if experience or future changes make it clear that any projected results expressed in this Report or future quarterly reports to stockholders, press releases, or company statements will not be realized. In addition, the inclusion of any statement in this Report does not constitute an admission by us that the events or circumstances described in such statement are material. Furthermore, we wish to caution and advise readers that these statements are based on assumptions that may not materialize and may involve risks and uncertainties, many of which are beyond our control, that could cause actual events or performance to differ materially from those contained or implied in these forward-looking statements. These risks and uncertainties include the risks identified under the heading \"Risk Factors\" in our Annual Report on Form 10-K for the fiscal year ended December 29, 2025, as updated by our other filings with the SEC, and described elsewhere in this Report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated condensed financial statements and the related notes and the other financial information included in this Report, as well as the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the fiscal year ended December 29, 2025, filed with the SEC.

COMPANY OVERVIEW

We are a leading global manufacturer of technology products, including mission systems, RF components, RF microwave/microelectronic assemblies, and technologically advanced interconnect products, including PCBs and substrates. We focus on providing time-to-market and volume production of advanced technology products and offer a one-stop design, engineering, and manufacturing solution to our customers. This solution allows us to align technology development with the diverse needs of our customers and to enable them to reduce the time required to develop new products and bring them to market. We serve a diversified customer base consisting of approximately 1,300 customers in various markets throughout the world, including aerospace and defense; automotive; data center and networking; and medical, industrial, and instrumentation. Our customers include OEMs, EMS providers, ODMs, distributors, and government agencies (both domestic and allied foreign governments).

RECENT DEVELOPMENTS

On September 16, 2026, we consummated our purchase of all outstanding shares of STG for total cash consideration of $401.2 million. STG produces rigid, rigid-flex, and flex PCB solutions as well as manufacturing and coating capabilities for miniaturized microcircuits. STG operates facilities in both Switzerland and Germany and has a global customer base that includes leading manufacturers in surgical robotics, hearing aids, medical imaging, and implantable solutions. Refer to Part I, Item 1, Note 13, Acquisitions, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

On September 24, 2026, we issued our $500.0 million of Senior Notes due 2034, which bear interest at a rate of 6.750% per annum. Refer to Part I, Item 1, Note 7, Long-term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

On September 30, 2026, we entered into the Third Amended and Restated Credit Agreement, which amended and restated the 2026 Credit Agreement and provided for the Incremental Facilities, which were funded on September 30, 2026 in connection with the Epiq acquisition described below. The terms of the Amended Term Loan Facility and the RCF as set forth under the 2026 Credit Agreement remain unchanged. Refer to Part I, Item 1, Note 7, Long-term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

On September 30, 2026, we consummated our acquisition of all of the issued and outstanding membership interest of Epiq for total cash consideration of $1,100.0 million, subject to certain customary post-closing adjustments. We funded the purchase price, including all related fees and adjustments, from a portion of the proceeds of borrowings from our Senior Notes due 2034 and the proceeds of borrowings from our Incremental Facilities. Refer to Part I, Item 1, Note 13, Acquisitions, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information. Because the acquisition was consummated after September 28, 2026, Epiq’s results of operations and financial position are not reflected in our consolidated results for the quarter or three quarters ended September 28, 2026.

On October 19, 2026, we announced that we had entered into a definitive agreement to acquire Ophir Optics for a purchase price of $650.0 million in an all-cash transaction, subject to customary post-closing adjustments. We expect to close this proposed acquisition in the second quarter of 2027.

We previously announced that we entered into two definitive agreements to acquire companies in Europe. These proposed acquisitions are immaterial and are expected to close in the fourth quarter of 2026, subject to the satisfaction of regulatory approvals and other customary closing conditions.

FINANCIAL OVERVIEW

Our customers include both OEMs and EMS providers. We sell to OEMs both directly and indirectly through EMS providers. For such indirect sales, we classify net sales based on OEM companies as they are the ultimate end customers. Sales to our five largest customers collectively accounted for 42% and 44% of our net sales for the quarter and three quarters ended September 28, 2026, respectively. Sales to our five largest customers collectively accounted for 45% and 44% of our net sales for the quarter and three quarters ended September 29, 2025, respectively.

The percentage of our net sales attributable to each of the principal end markets we served was as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		For the Quarter Ended		For the Three Quarters Ended
		September 28, 2026		September 29, 2025 (1)		September 28, 2026		September 29, 2025 (1)
End Markets (2):
Aerospace and Defense			34		%			45		%			37		%			45		%
Automotive			7					11					8					11
Data Center and Networking			41					30					39					30
Medical, Industrial, and Instrumentation			18					14					16					14
Total			100		%			100		%			100		%			100		%

(1)

The end market revenue for the quarter and three quarters ended September 29, 2025 has been recast to reflect the combination of the data center computing and networking end markets.

(2)

Sales to EMS companies are classified by the end markets of their OEM customers.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated condensed financial statements included in this Report have been prepared in accordance with U.S. GAAP. The preparation of these consolidated condensed financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities.

See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended December 29, 2025 for further discussion of critical accounting policies and estimates. There have been no material changes to our critical accounting policies and estimates since December 29, 2025.

CONSOLIDATED OPERATING RESULTS

Net sales consist of gross sales less an allowance for returns, which typically have been approximately 2% of gross sales. We provide our customers a limited right of return for defective PCBs including components, assemblies, and subsystems. We record an estimate for sales returns and allowances at the time of sale based on historical results and anticipated returns.

Selected financial highlights are presented in the table below:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		For the Quarter Ended			For the Three Quarters Ended
		September 28, 2026			September 29, 2025			September 28, 2026			September 29, 2025
		(In thousands, except margin rates)
Net sales		$	1,203,855			$	752,736			$	3,053,885			$	2,132,025
Cost of goods sold			911,991				596,000				2,368,982				1,696,208
Gross profit			291,864				156,736				684,903				435,817
Gross margin			24.2	%			20.8	%			22.4	%			20.4	%
Operating expenses:
Selling and marketing			25,142				21,796				75,626				64,383
General and administrative			87,554				48,598				218,406				142,091
Research and development			9,646				7,038				25,432				22,111
Amortization of definite-lived intangibles			6,889				6,889				20,666				20,666
Restructuring charges			380				509				1,016				2,631
Total operating expenses			129,611				84,830				341,146				251,882
Operating income			162,253				71,906				343,757				183,935
Operating margin			13.5	%			9.6	%			11.3	%			8.6	%
Total other expense, net			(20,552	)			(10,093	)			(62,284	)			(35,606	)
Income tax provision			(56,898	)			(8,758	)			(63,635	)			(21,566	)
Net income		$	84,803			$	53,055			$	217,838			$	126,763

Net Sales

Total net sales increased $451.1 million, or 59.9%, to $1,203.9 million for the quarter ended September 28, 2026, from $752.7 million for the quarter ended September 29, 2025. The primary drivers of this increase were due to continued strong demand in our data center and networking end market driven by the continued build out of AI data centers and related applications, as well as strong growth in our medical, industrial, and instrumentation and aerospace and defense end markets.

Total net sales increased $921.9 million, or 43.2%, to $3,053.9 million for the three quarters ended September 28, 2026, from $2,132.0 million for the three quarters ended September 29, 2025. The primary drivers of this increase were the same as discussed in the paragraph above.

Gross Profit and Margin Rate

Gross profit increased $135.1 million to $291.9 million for the quarter ended September 28, 2026, from $156.7 million for the quarter ended September 29, 2025. Gross margin rate increased to 24.2% for the quarter ended September 28, 2026, from 20.8% for the quarter ended September 29, 2025. These increases were primarily due to higher sales volume, favorable product mix, and improved operational execution.

Gross profit increased $249.1 million to $684.9 million for the three quarters ended September 28, 2026, from $435.8 million for the three quarters ended September 29, 2025. Gross margin rate increased to 22.4% for the three quarters ended September 28, 2026, from 20.4% for the three quarters ended September 29, 2025. These increases were primarily due to higher sales volume, favorable product mix, and improved operational execution.

Operating Expenses

Operating expenses increased $44.8 million to $129.6 million for the quarter ended September 28, 2026, from $84.8 million for the quarter ended September 29, 2025, primarily due to higher acquisition costs, stock-based compensation, incentive compensation expense, legal expenses, and labor costs.

Operating expenses increased $89.3 million to $341.1 million for the three quarters ended September 28, 2026, from $251.9 million for the three quarters ended September 29, 2025, primarily due to higher stock-based compensation, acquisition costs, labor costs, and incentive compensation expense. The increase in stock-based compensation was primarily driven by exceeding predetermined targets, stock price appreciation, and vesting of certain performance-based stock grants.

Operating Income and Margin Rate

Operating income increased $90.3 million to $162.3 million for the quarter ended September 28, 2026, from $71.9 million for the quarter ended September 29, 2025. Operating margin rate increased to 13.5% for the quarter ended September 28, 2026, from 9.6% for the quarter ended September 29, 2025. The primary drivers of these increases are discussed above in the variance explanations for Gross Profit and Margin Rate and Operating Expenses.

Operating income increased $159.8 million to $343.8 million for the three quarters ended September 28, 2026, from $183.9 million for the three quarters ended September 29, 2025. Operating margin rate increased to 11.3% for the three quarters ended September 28, 2026, from 8.6% for the three quarters ended September 29, 2025. The primary drivers of these increases are discussed above in the variance explanations for Gross Profit and Margin Rate and Operating Expenses.

Total Other Expense, Net

Total other expense, net increased $10.5 million to $20.6 million for the quarter ended September 28, 2026, from $10.1 million for the quarter ended September 29, 2025, primarily due to a higher amount of foreign exchange losses during the quarter ended September 28, 2026 resulting from strengthening RMB and MYR as compared to the quarter ended September 29, 2025. We utilize the RMB and MYR at our China and Malaysia facilities, respectively, for employee‑related and other costs of running our operations in foreign countries. In addition, we had realized and unrealized losses on derivative instruments intended to economically mitigate the foreign currency risk of the CHF-denominated purchase price of the STG acquisition.

Total other expense, net increased $26.7 million to $62.3 million for the three quarters ended September 28, 2026, from $35.6 million for the three quarters ended September 29, 2025, primarily due to realized and unrealized losses on derivative instruments intended to economically mitigate the foreign currency risk of the CHF-denominated purchase price of the STG acquisition and a higher amount of foreign exchange losses during the three quarters ended September 28, 2026 resulting from strengthening RMB and MYR as compared to the three quarters ended September 29, 2025.

For more details on the realized and unrealized losses on derivative instruments, see Part I, Item 1, Note 12, Cross-currency Swap, of the Notes to Consolidated Condensed Financial Statements included in this Report for more details.

Income Taxes

Income tax expense increased $48.1 million to $56.9 million for the quarter ended September 28, 2026, from $8.8 million for the quarter ended September 29, 2025, primarily due to higher tax expense driven by increased income before income taxes and uncertain tax position reserves, partially offset by tax benefits from the deduction of stock-based compensation.

Income tax expense increased $42.1 million to $63.6 million for the three quarters ended September 28, 2026, from $21.6 million for the three quarters ended September 29, 2025, primarily due to higher tax expense driven by increased income before income taxes, partially offset by tax benefits from the deduction of stock-based compensation.

Our effective tax rate is primarily impacted by the mix of foreign and U.S. income, tax rates in China and Hong Kong, the U.S. federal income tax rate, apportioned state income tax rates, the generation of credits and deductions available to us as well as changes in valuation allowances and certain non-deductible items. We had a net deferred income tax liability of $80.8 million and $41.9 million as of September 28, 2026 and September 29, 2025, respectively.

SEGMENT OPERATING RESULTS

Basis of Presentation

During the quarter ended March 30, 2026, the Company strategically realigned RF&S Components within the A&D sector and concluded that the Company now has two reportable segments: A&D and Commercial. In prior periods, the Company had three reportable segments: A&D, Commercial, and RF&S Components following a change during the quarter ended June 30, 2025. As a result, certain prior period amounts have been reclassified to conform with this new presentation. See Part I, Item 1, Note 4, Segment Information, of the Notes to Consolidated Condensed Financial Statements in this Report for further information.

Selected segment financial highlights, with reconciliations to operating income, are presented in the table below:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		For the Quarter Ended			For the Three Quarters Ended
		September 28, 2026			September 29, 2025			September 28, 2026			September 29, 2025
		(In thousands, except margin rates)
Segment sales:
A&D		$	416,540			$	344,482			$	1,150,954			$	995,915
Commercial			787,882				408,920				1,904,530				1,137,249
Total		$	1,204,422			$	753,402			$	3,055,484			$	2,133,164
Segment operating income:
A&D		$	77,041			$	56,010			$	195,681			$	146,524
Commercial			166,279				60,031				360,523				163,749
Total			243,320				116,041				556,204				310,273
Segment operating margin rate:
A&D			18.5	%			16.3	%			17.0	%			14.7	%
Commercial			21.1	%			14.7	%			18.9	%			14.4	%
Total			20.2	%			15.4	%			18.2	%			14.5	%
Unallocated amounts:
Restructuring			(380	)			(509	)			(1,016	)			(2,631	)
Acquisition-related and other charges			(13,564	)			(15	)			(18,510	)			(15	)
Stock-based compensation			(24,090	)			(11,611	)			(61,738	)			(29,586	)
Other corporate expenses			(33,809	)			(22,775	)			(103,511	)			(66,433	)
Amortization of definite-lived intangibles (1)			(9,224	)			(9,225	)			(27,672	)			(27,673	)
Operating income		$	162,253			$	71,906			$	343,757			$	183,935

(1)

Amortization of definite-lived intangibles relates to the A&D reportable segment, but is not reviewed separately by the CODM.

Segment operating income, as reconciled in Part I, Item 1, Note 4, Segment Information, of the Notes to Consolidated Condensed Financial Statements in this Report, and segment operating margin rate (segment operating income divided by segment sales) are presented in conformity with Accounting Standards Codification (ASC) Topic 280, Segment Reporting. These measures are reported to the CODM, who is the President and CEO, for purposes of making decisions about allocating resources to the segments and assessing their performance. For these reasons, these measures are excluded from the definition of non‑GAAP financial measures under the SEC's Regulation G and Item 10(e) of Regulation S-K.

A&D

Segment Sales

Segment sales for the A&D reportable segment increased $72.1 million, or 20.9%, to $416.5 million for the quarter ended September 28, 2026, from $344.5 million for the quarter ended September 29, 2025. The primary drivers of this increase were strong defense budget spending, our strong strategic program alignment, and key bookings for ongoing franchise programs, including restricted programs. These increases were driven by increased sales related to missiles and munitions as well as strong demand in our mission systems and specialty assembly businesses.

Segment sales for the A&D reportable segment increased $155.0 million, or 15.6%, to $1,151.0 million for the three quarters ended September 28, 2026, from $995.9 million for the three quarters ended September 29, 2025. The primary drivers of the increase were as discussed in the paragraph above.

Segment Operating Income and Margin Rate

Segment operating income for the A&D reportable segment increased $21.0 million to $77.0 million for the quarter ended September 28, 2026, from $56.0 million for the quarter ended September 29, 2025. Segment operating margin rate for the A&D reportable segment increased to 18.5% for the quarter ended September 28, 2026, from 16.3% for the quarter ended September 29, 2025. The primary drivers of these increases were higher sales volume, as discussed above, favorable product mix, and improved operational execution.

Segment operating income for the A&D reportable segment increased $49.2 million to $195.7 million for the three quarters ended September 28, 2026, from $146.5 million for the three quarters ended September 29, 2025. Segment operating margin rate for the A&D reportable segment increased to 17.0% for the three quarters ended September 28, 2026, from 14.7% for the three quarters ended September 29, 2025. The primary drivers of these increases were as discussed in the paragraph above.

Commercial

Segment Sales

Segment sales for the Commercial reportable segment increased $379.0 million, or 92.7%, to $787.9 million for the quarter ended September 28, 2026, from $408.9 million for the quarter ended September 29, 2025. The primary drivers of this increase were strong demand in our data center and networking end market driven by the continued buildout of AI data centers and related applications, as well as strong sales performance in our medical, industrial, and instrumentation end market.

Segment sales for the Commercial reportable segment increased $767.3 million, or 67.5%, to $1,904.5 million for the three quarters ended September 28, 2026, from $1,137.2 million for the three quarters ended September 29, 2025. The primary drivers of this increase were as discussed in the paragraph above.

Segment Operating Income and Margin Rate

Segment operating income for the Commercial reportable segment increased $106.2 million to $166.3 million for the quarter ended September 28, 2026, from $60.0 million for the quarter ended September 29, 2025. Segment operating margin rate for the Commercial reportable segment increased to 21.1% for the quarter ended September 28, 2026, from 14.7% for the quarter ended September 29, 2025. The primary drivers of these increases were higher sales volume, as discussed above, improving mix, and improved operational execution.

Segment operating income for the Commercial reportable segment increased $196.8 million to $360.5 million for the three quarters ended September 28, 2026, from $163.7 million for the three quarters ended September 29, 2025. Segment operating margin rate for the Commercial reportable segment increased to 18.9% for the three quarters ended September 28, 2026, from 14.4% for the three quarters ended September 29, 2025. The primary drivers of these increases were as discussed in the paragraph above.

Liquidity and Capital Resources

Our principal sources of liquidity have been cash provided by operations, the issuance of debt, and borrowings under our RCF. Our principal uses of cash have been to finance capital expenditures, finance acquisitions, fund working capital requirements, repay debt obligations, and repurchase common stock. We anticipate that financing capital expenditures, financing acquisitions including but not limited to the proposed acquisitions of Ophir Optics and other companies in Europe, funding working capital requirements, servicing debt, and repurchasing common stock will be the principal demands on our cash in the future.

Cash flow provided by operating activities during the first three quarters of 2026 was $272.9 million as compared to cash flow provided by operating activities of $229.0 million in the same period in 2025. The increase in cash flow was primarily due to an increase in net income of $91.1 million partially offset by increased working capital largely driven by the timing of collections.

Net cash used in investing activities during the first three quarters of 2026 was $613.7 million, primarily resulting from the use of $369.1 million for the acquisition of STG, net of cash acquired and $251.6 million for net purchases of property, plant, and equipment and other assets, partially offset by the receipt of $14.5 million of proceeds from the sale of property, plant, and equipment and other assets. Net cash used in investing activities during the first three quarters of 2025 was $222.7 million, primarily resulting from the use of $223.2 million for net purchases of property, plant, and equipment and other assets.

Net cash provided by financing activities during the first three quarters of 2026 was $715.6 million, primarily reflecting proceeds from $1,079.2 million of long-term debt borrowings, partially offset by $344.3 million for the repayment of long-term debt borrowings, $12.0 million for the payment of debt issuance costs, and $5.8 million for the repayment of customer deposits. Net cash used in financing activities during the first three quarters of 2025 was $19.2 million, reflecting the use of $17.9 million for repurchases of our common stock and $2.8 million for the repayment of long-term debt borrowings, partially offset by $1.5 million of customer deposits.

As of September 28, 2026, we had cash and cash equivalents of approximately $876.3 million, of which approximately $241.1 million was held by our foreign subsidiaries, primarily in China, $733.9 million of available borrowing capacity under our RCF, and $8.5 million of available letters of credit under our banking facility. Should we choose to remit cash to the United States from our foreign locations, we may incur tax obligations which would reduce the amount of cash ultimately available to the United States. However, we believe there would be no material tax expenses not previously accrued for the repatriation of this cash.

Subsequent to September 28, 2026, we consummated the acquisition of Epiq and paid approximately $1,100.0 million in cash consideration, subject to customary post‑closing adjustments. Refer to Part I, Item 1, Note 13, Acquisitions, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information. The purchase price and related fees and expenses were funded with borrowings under the Incremental Facilities and a portion of the net proceeds of the Senior Notes due 2034. Refer to Part I, Item 1, Note 7, Long-term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

Our total 2026 capital expenditures are expected to be in the range of $410.0 million to $430.0 million, which we increased primarily due to our recently announced plan to invest an additional $400.0 million in additional capacity expansion to support our growing demand for AI infrastructure.

Share Repurchases

On May 8, 2025, our Board of Directors authorized the 2025 Share Repurchase Program, under which we may repurchase up to $100.0 million in value of our common stock from time to time through May 7, 2027. We did not repurchase any shares of our common stock during the quarter and three quarters ended September 28, 2026. As of September 28, 2026, the remaining amount in value available to be repurchased under the 2025 Share Repurchase Program was $100.0 million.

On October 26, through October 27, 2026, subsequent to the end of the fiscal third quarter, we repurchased 1.2 million shares of our common stock for a total cost of approximately $100.0 million (including commissions). Upon completion of these share repurchases, we had no remaining value available to be repurchased under the 2025 Share Repurchase Program. Additionally, on October 27, 2026, our Board of Directors authorized the 2026 Share Repurchase Program allowing us to repurchase our outstanding common stock with an aggregate market value of up to $100.0 million from time to time through October 27, 2027.

Long-term Debt and Letters of Credit

As of September 28, 2026, we had $1,643.9 million of outstanding debt, net of discount and issuance costs, composed of $498.0 million of Senior Notes due 2029, $491.0 million of Senior Notes due 2034, $394.9 million under the Amended Term Loan Facility, and $260.0 million under the RCF. On September 30, 2026, subsequent to the end of the fiscal third quarter, we entered into the Third Amended and Restated Credit Agreement, which amended and restated the 2026 Credit Agreement and provided for Incremental Facilities, refer to Part I, Item 1, Note 7, Long‑term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

Pursuant to the terms of the Senior Notes due 2029, Senior Notes due 2034, and the 2026 Credit Agreement (which provides for the Amended Term Loan Facility and the RCF), we are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and restricted payments, and with respect to the RCF, various financial covenants, including leverage and interest coverage ratios. As of September 28, 2026, we were in compliance with the covenants under the Senior Notes due 2029, Senior Notes due 2034, and the 2026 Credit Agreement.

Based on our current level of operations, we believe that cash generated from operations, cash on hand, and cash from the issuance of available term and revolving debt will be adequate to meet our currently anticipated capital expenditure, acquisitions, acquisition integration costs, debt service, and working capital needs for the next 12 months. Additional information regarding our indebtedness, including information about the credit available under our debt facilities, interest rates, and other key terms of our outstanding indebtedness, is included in Part I, Item 1, Note 7, Long‑term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report.

Supplier Finance Program Obligations

We have agreements with financial institutions to facilitate payments to certain suppliers. Liabilities associated with these agreements are recorded in accounts payable on the consolidated condensed balance sheets and amounted to $21.5 million and $12.5 million as of September 28, 2026 and December 29, 2025, respectively.

Contractual Obligations and Commitments

As part of our ongoing operations, we enter into contractual arrangements that obligate us to make future cash payments. These obligations impact our liquidity and capital resource needs. Our estimated future obligations consist of long-term debt obligations, interest on debt obligations, derivative liabilities, purchase obligations, and leases.

A summary of our long-term debt obligations as of September 28, 2026 is included in Part I, Item 1, Note 7, Long‑term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report.

Our aggregate interest on debt obligations as of September 28, 2026, amounted to $422.0 million, which is expected to be settled as follows: $65.0 million within 1 year, $166.7 million within 1-3 years, $72.3 million within 4-5 years, and $118.0 million thereafter. For debt obligations based on variable rates, interest rates used are as of September 28, 2026.

As of September 28, 2026, we had total undiscounted future minimum lease commitments of $25.1 million for leases that are expected to commence subsequent to the end of the fiscal third quarter. See Part I, Item 1, Note 11, Commitments and Contingencies, of the Notes to Consolidated Condensed Financial Statements included in this Report.

As of September 28, 2026, and other than as disclosed herein, there were no other material changes outside the ordinary course of business since December 29, 2025 to our contractual obligations and commitments and the related cash requirements.

Seasonality

We do not consider any material portion of our business to be seasonal. Various factors, however, can affect the distribution of our sales between accounting periods, including the timing of customer orders, the availability of customer funding, product deliveries, and customer acceptance.

Recently Issued Accounting Standards

For a description of recently adopted and issued accounting standards, including the respective dates of adoption and the expected effects on our results of operations and financial condition, see Part I, Item 1, Note 1, Nature of Operations and Basis of Presentation, of the Notes to Consolidated Condensed Financial Statements included in this Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rate Risks

In connection with the acquisition of STG, a foreign subsidiary based in Switzerland, we are exposed to foreign currency risk from our CHF-denominated net investment against fluctuations in CHF/USD exchange rates. As a net investment hedge of our investment in STG, we entered into a fixed-for-fixed USD/CHF cross-currency swap with a major financial institution. As of September 28, 2026, the swap had a net fair value liability of $10.1 million. The terms of the swap were as follows:

As of September 28, 2026

2027

2028

2029

2030

2031

Thereafter

(In thousands, except interest rates)

USD principal (1)

—

Receive
USD 381,083

CHF principal (1)

—

Pay
CHF 306,200

USD interest (2)

Receive
6.00%

CHF interest (2)

Pay
3.025%

(1)

Effective September 16, 2026 and matures on September 16, 2033.

(2)

Settlements commence March 16, 2027 through maturity, settled semiannually each March 16 and September 16.

See Part I, Item 1, Note 12, Cross-currency Swap, of the Notes to Consolidated Condensed Financial Statements in this Report for further information.

Interest Rate Risks

As of September 28, 2026, 75.3% of our total debt was based on fixed rates. Based on our borrowings as of September 28, 2026, an assumed 100 basis point change in variable rates would cause our annual interest cost to change by $4.1 million.

Debt Instruments

The fiscal calendar maturities of our debt instruments for the next five years and thereafter were as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		As of September 28, 2026
		Remaining 2026			2027			2028			2029			2030			Thereafter			Total			Fair Value			Weighted Average Interest Rate
		(In thousands, except interest rates)
Variable Rate (1)		$	181,000			$	5,000			$	3,000			$	4,000			$	386,000			$	80,000			$	659,000			$	659,998				5.55		%
Fixed Rate			—				—				—				500,000				—				500,000				1,000,000				972,835				5.38
Total		$	181,000			$	5,000			$	3,000			$	504,000			$	386,000			$	580,000			$	1,659,000			$	1,632,833

(1)

Interest rate swap effectively fixed $250,000 of variable rate debt.

There have been no other material changes to our risks as previously disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the fiscal year ended December 29, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Report. Based on this evaluation, our CEO and CFO have concluded that, as of September 28, 2026, such disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 28, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become a party to various legal proceedings arising in the ordinary course of our business. There can be no assurance that we will prevail in any such litigation. We believe that the amount of any reasonably possible or probable loss for known matters would not be material to our financial statements; however, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate potential loss could have a material adverse effect on our financial condition, results of operations, or cash flows in a particular period.

Item 1A. Risk Factors

We have identified the following material change to a risk factor that was previously disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 29, 2025.

We have manufacturing facilities and serve customers outside the United States and are subject to the risks characteristic of international operations, including tariffs.

We have significant manufacturing operations in China, elsewhere in Asia and Canada and recently-added facilities in Switzerland and Germany, as well as sales offices located in Asia and Europe. We continue to pursue acquisitions of foreign companies, such as the pending acquisitions of Ophir Optics and other companies in Europe, and consider additional opportunities to make foreign investments and construct new foreign facilities.

In addition, for the quarter and three quarters ended September 28, 2026, we generated approximately 63% and 59% of our net sales from non-U.S. operations, respectively, and a significant portion of our manufacturing material was provided by international suppliers during this period. The United States’ trade policies and those of foreign countries are subject to change which could adversely affect our ability to purchase and sell goods and materials without significant tariffs, taxes, or duties that may be imposed on the materials we purchase or the goods we sell, thereby increasing the cost of such materials and potentially decreasing our margins. Further, our revenues could be impacted if our customers’ ability to sell their goods is reduced by such tariffs, taxes, or duties. Both the U.S. and Chinese governments have included PCBs among items subjected to tariffs imposed on imports from such countries, which may negatively impact our revenue and profitability. In addition, we are subject to risks relating to significant international operations, including but not limited to: managing international operations and longer payment cycles; imposition of governmental controls, unstable regulatory environments, and government or political unrest; limitations on imports or exports and/or increases in duties and taxation levied on our products; inflation or changes in political and economic conditions; labor unrest, rising wages, difficulties in staffing, geographical labor shortages, and compliance with employment laws; conflict or war between nations over territory that impacts the electronics supply chain leading to potential trade restrictions to and from the nations involved, including Russia, Ukraine, and China; language, communication, and cultural barriers, as well as time zone differences; potentially adverse tax consequences; expropriation of private enterprises; strained trade relationships between the United States and its trading partners, including trade tariffs which could create competitive pricing risk; and government imposed sanction laws and regulations.

We are subject to risks of currency exchange rate fluctuations.

A portion of our cash, other assets, and liabilities is held in currencies other than the USD. Changes in exchange rates among other currencies and the USD will affect the value of these assets or liabilities and could negatively impact the amount of cash available to fund operations or repay debt. To the extent that we decide to repatriate some portion of these funds to the United States, the actual value transferred could be impacted by movements in exchange rates. Additionally, we expect to have revenues, expenses, and costs denominated in currencies other than the USD, which include but are not limited to the RMB, the MYR, the CHF, and the Euro. Fluctuations in the exchange rates between the USD and the RMB, the MYR, the CHF, the Euro, or any other currency where we are exposed to foreign currency risk and do not hedge to manage such risk could result in increases in our expenses or decreases in our revenues, which could negatively impact our business, financial condition, and results of operations. We entered into a USD/CHF cross-currency swap to hedge our net investment in STG from fluctuations in the USD/CHF exchange rate, see Part I, Item 1, Note 12, Cross-currency Swap, of the Notes to Consolidated Condensed Financial Statements in this Report for further information. Significant inflation or disproportionate changes in foreign exchange rates could occur from general economic conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates. Further, China’s government imposes controls over the convertibility of RMB into foreign currencies, which subjects us to further currency exchange risk.

We have pursued and intend to continue to pursue acquisitions and divestitures of assets and businesses and may encounter risks associated with these activities, including with regard to the integration of acquired businesses. If we are unable to manage our growth effectively, our business, financial condition, and results of operations could be materially adversely affected.

As part of our business strategy, we have increased our focus on pursuing acquisitions of businesses, technologies, assets, or product lines that complement or expand our business, such as our recent acquisitions of STG and Epiq, and our proposed acquisitions of Ophir Optics and other companies in Europe, and potential divestitures, such as our sale of Shanghai Backplane Assembly.

Acquisitions of high-technology companies and assets are inherently risky, and no assurance can be given that our prior or future acquisitions will be successful. Failure to manage and successfully integrate acquisitions we make could have a material adverse effect on our business, financial condition, and results of operations. Even when an acquired company has already developed and marketed products, product enhancements may not be made in a timely fashion. In addition, unforeseen issues might arise with respect to such products after any such acquisition.

As we continue to experience growth in the scope and complexity of our operations, we may be required to implement additional operating and financial controls and hire and train additional personnel. There can be no assurance that we will be able to do so in the future, and failure to do so could jeopardize our expansion plans and seriously harm our operations.

In the case of foreign acquisitions and investments, we may face additional challenges associated with integrating operations across different cultures and languages, as well as economic, tax, currency, political, legal, and regulatory risks associated with the countries in which such acquisitions and investments are made.

Other challenges and risks with regard to acquisitions include that they do not advance our business strategy, that we get an unsatisfactory return on our investment, that they raise new compliance-related obligations and challenges, that they distract management from our other businesses, and that announced transactions may not be completed. We also have limited ability to control or influence third-party sellers, which may impact our ability to realize the anticipated benefits.

The success of our acquisitions will depend in part on our ability to leverage new businesses to enhance our existing products and services, as well as the acquired companies’ ability to meet our policies and processes in areas such as data governance, privacy, digital safety, responsible AI, and cybersecurity. It may take longer than expected to realize the full economic benefits from acquisitions, such as increased revenue or enhanced efficiencies, or the benefits may ultimately be smaller than we expected. We have recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our results of operations. In addition, an acquisition may be subject to challenge even after it has been completed. These events could adversely affect our business, operations, financial condition, and results of operations.

We have substantial outstanding indebtedness, and our outstanding indebtedness could adversely impact our liquidity and flexibility in obtaining additional financing, our ability to fulfill our debt obligations, and our financial condition and results of operations.

We have incurred, and may continue to incur, substantial debt in connection with our operations and acquisition strategy. As a result, we have, and expect to continue to have, significant debt service obligations with respect to the RCF, Incremental Facilities, Amended Term Loan Facility, the Senior Notes due 2029, the Senior Notes due 2034, and other debt instruments. We and a number of our direct and indirect subsidiaries also have various credit facilities and letters of credit. Such agreements also contain certain financial covenants which require us to maintain, under the occurrence of certain events, a consolidated fixed-charge coverage ratio.

Our high level of debt could have important consequences to our business. For example, it could:

•

make it more difficult for us to satisfy all of our debt obligations, which could in turn result in an event of default on such indebtedness;

•

require us to use a substantial portion of our cash flow from operations for debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, and other general corporate purposes;

•

impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and other investments, or general corporate purposes, which may limit our ability to execute our business strategy;

•

diminish our ability to withstand a downturn in our business, the industries in which we operate or the economy generally, or restrict us from exploiting business opportunities or making acquisitions;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate or the general economy;

•

increase our vulnerability to general adverse economic and industry conditions, including movements in interest rates, which could result in increased borrowing costs;

•

limit management’s discretion in operating our business; and

•

place us at a competitive disadvantage as compared to our competitors that have less debt as it could limit our ability to capitalize on future business opportunities and to react to competitive pressures or adverse changes.

Subject to the limits contained in the Third Amended and Restated Credit Agreement, the indentures governing the Senior Notes due 2029 and the Senior Notes due 2034 and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could intensify.

In addition, the Third Amended and Restated Credit Agreement, the indentures governing the Senior Notes due 2029 and Senior Notes due 2034 and our other debt instruments contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our debt and limit management’s discretion in operating our business.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Our RCF, Incremental Facilities, and Amended Term Loan Facility are subject to interest at a floating rate of Term SOFR plus a margin, and as a result, we have exposure to interest rate risk. Increases in interest rates increase our cost of borrowing and/or potentially make it more difficult to refinance our existing indebtedness, if necessary. We endeavored to mitigate this risk by entering into a four‑year pay-fixed, receive-floating (1-month CME Term SOFR) interest rate swap arrangement in March 2023. The swap has a notional amount of $250.0 million for the period beginning April 1, 2023 and ending on April 1, 2027. Under the terms of the interest rate swap, we pay a fixed rate of 3.49% against the first interest payments of a portion of our Term SOFR-based debt and receive floating 1-month CME Term SOFR during the swap period. Although we have taken measures to mitigate our risk to interest rate increases, our swap instruments may not be wholly effective in mitigating this risk or otherwise provide an effective hedge against all interest rate volatility. See Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk and Interest Rate Risks, in our Annual Report on Form 10-K for the fiscal year ended December 29, 2025 for further information.

Servicing our debt requires a significant amount of cash and we may not be able to generate sufficient cash to service all of our debt and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.

Based on certain parameters defined in the Third Amended and Restated Credit Agreement, including a Consolidated First Lien Leverage Ratio, we may be required to make an additional principal payment on an annual basis if our Consolidated First Lien Leverage Ratio is greater than 2.00:1.00.

Our ability to make scheduled payments on or to refinance our debt obligations and to fund planned capital expenditures and expansion efforts depends on our ability to generate cash in the future and our financial condition and operating performance.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional capital (which could include obtaining additional equity capital on terms that may be onerous or highly dilutive), or restructure or refinance our indebtedness. We may not be able to affect any such alternative measures and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Additionally, the Third Amended and Restated Credit Agreement, the indentures governing the Senior Notes due 2029 and Senior Notes due 2034, and other debt instruments restrict our ability to effect such alternative measures to repay other indebtedness when it becomes due.

We conduct certain of our operations through our subsidiaries, and repayment of our indebtedness may be dependent on their generation of cash flow and ability to make such cash available to us. Our subsidiaries do not have any obligation to, and may not be able or permitted to, pay amounts due on our indebtedness unless they are guarantors of our indebtedness. While the Third Amended and Restated Credit Agreement, the indentures governing the Senior Notes due 2029 and Senior Notes due 2034, and other debt instruments limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. Additionally, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under our indebtedness. If we cannot make scheduled payments on our debt, we will be in default and holders of the Senior Notes due 2029 or of the Senior Notes due 2034 could declare all outstanding principal and interest to be due and payable, the lenders under the RCF, Incremental Facilities, and Amended Term Loan Facility, could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

There have been no other material changes in our risk factors as previously disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 29, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On May 8, 2025, our Board of Directors authorized the 2025 Share Repurchase Program, under which we may repurchase up to $100.0 million in value of our outstanding shares of common stock from time to time through May 7, 2027. We did not repurchase any shares of our common stock during the quarter ended September 28, 2026.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended September 28, 2026, our directors and/or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities set forth in the table below.

Name and Title

Action

Adoption / Termination Date

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Total Number of Shares of Common Stock to be Sold

Expiration Date

Daniel L. Boehle
(Executive Vice President and CFO)

Termination

August 26, 2026

Indeterminable (3)

(4)

Thomas Clapprood
(President, Aerospace and Defense Interconnect Solutions Business Unit)

Termination

August 26, 2026

Indeterminable (3)

(4)

Robert Farrell
(President, Communication and Computing Business Unit)

Termination

August 26, 2026

Indeterminable (3)

(4)

Gregory Fortier

(Senior Vice President, Integrated Electronics Business Unit)

Termination

August 26, 2026

Indeterminable (3)

(4)

Catherine A. Gridley
(Executive Vice President and President, Aerospace and Defense Sector)

Termination

August 27, 2026

Indeterminable (3)

(4)

Catherine A. Gridley
(Executive Vice President and President, Aerospace and Defense Sector)

Adoption

August 13, 2026

Up to 16,234

August 13, 2027

Shawn Powers
(Executive Vice President and Chief Human Resources Officer)

Termination

August 26, 2026

Indeterminable (3)

(4)

Shawn Powers
(Executive Vice President and Chief Human Resources Officer)

Adoption

August 31, 2026

Up to 11,000

August 30, 2027

Edwin Roks

(President, CEO, and Director)

Termination

August 26, 2026

Indeterminable (3)

(4)

Liz Romo

(Chief Accounting Officer)

Termination

August 26, 2026

Indeterminable (3)

(4)

Douglas L. Soder
(Executive Vice President and President, Commercial Sector)

Termination

August 26, 2026

Indeterminable (3)

(4)

Douglas L. Soder
(Executive Vice President and President, Commercial Sector)

Adoption

August 25, 2026

Up to 29,413

June 21, 2027

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name and Title

Action

Adoption / Termination Date

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Total Number of Shares of Common Stock to be Sold

Expiration Date

James P. Walsh

(Chief Operating Officer)

Termination

August 26, 2026

Indeterminable (3)

(4)

Daniel J. Weber
(Executive Vice President, Chief Legal Officer and Secretary)

Termination

August 26, 2026

Indeterminable (3)

(4)

Daniel J. Weber
(Executive Vice President, Chief Legal Officer and Secretary)

Adoption

August 31, 2026

Up to 24,000

August 30, 2027

(1)

Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2)

“Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(3)

Rule 10b5-1 trading arrangement that was intended to provide for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) to satisfy tax withholding obligations arising exclusively from vesting of RSUs or PRUs. The number of shares subject to covered RSUs or PRUs that were to be sold to satisfy applicable tax withholding obligations upon vesting were not currently determinable as the number would vary based on the market price of our common stock and the extent to which vesting conditions are satisfied. This sell-to-cover arrangement provided solely for the automatic sale of shares that would otherwise be issuable in respect of a covered RSU or PRU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation.

(4)

The duration of the trading arrangement was perpetual; provided, that the trading arrangement would expire if the officer terminated the trading arrangement in compliance with Rule 10b5-1 and Company policy, or upon certain other events outside of the officer’s control including, but not limited to, extraordinary corporate transactions or bankruptcy.

Item 6. Exhibits

Exhibit

Filed/Furnished

Incorporated by Reference

Number

Exhibit Description

Herewith

Form

File Number

Exhibit

Filing Date

2.1*

Securities Purchase Agreement dated as of August 15, 2026, by and among EDS Intermediate Holding, LLC, EDS TopCo, LP, TTM Technologies North America, LLC, and TTM Technologies, Inc.

8-K

000-31285

2.1

August 17, 2026

4.1

Indenture dated as of September 24, 2026, by and among the Company, the Guarantors named therein, and U.S. Bank Trust Company, National Association, as Trustee

8-K

000-31285

4.1

September 24, 2026

4.2

Form of 6.750% Senior Notes due 2034 (included as exhibits to the Indenture filed as Exhibit 4.1)

8-K

000-31285

4.2

September 24, 2026

10.1*

Commitment Letter, dated as of August 15, 2026, by and among TTM Technologies, Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc. and Bank of America, N.A.

8-K

000-31285

10.1

August 17, 2026

10.2

Third Amended and Restated Credit Agreement, dated as of September 30, 2026, by and among TTM Technologies, Inc., as Borrower, the foreign subsidiary borrowers party thereto, any designated borrowers party thereto, the several Lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

8-K

000-31285

10.1

September 30, 2026

31.1

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report are not deemed filed with the Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n
		TTM Technologies, Inc.


		/s/ Daniel L. Boehle

Dated: October 28, 2026		Daniel L. Boehle
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer and duly authorized signatory)

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