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Plexus PLXS Form 10-Q filing Q3 FY2026

Filed
Aug 6, 2026, 4:24 PM EDT
Fiscal quarter
Q3 FY2026
Calendar quarter
Q3 2026
Accession
0000785786-26-000054

Item 1. FINANCIAL STATEMENTS (Unaudited)

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

in thousands, except per share data · Unaudited

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Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Net sales
Cost of sales
Gross profit131,379103,288356,693301,731
Selling and administrative expenses
Restructuring and other charges, net
Operating income
Other income (expense):
Interest expense(4,089)(2,501)(10,399)(9,192)
Interest income
Miscellaneous, net()()()()
Income before income taxes
Income tax expense
Net income$42,993$45,116$133,984$121,456
Earnings per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
Comprehensive income:
Net income$42,993$45,116$133,984$121,456
Other comprehensive (loss) income:
Derivative instrument and other fair value adjustments()()()
Foreign currency translation adjustments()()
Other comprehensive (loss) income()()
Total comprehensive income

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

CONDENSED CONSOLIDATED BALANCE SHEETS

in thousands, except per share data · Unaudited

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Line itemJuly 4,2026September 27,2025
ASSETS
Current assets:
Cash and cash equivalents$314,053$306,464
Restricted cash514294
Accounts receivable, net of allowances of and , respectively795,159656,573
Contract assets193,942150,654
Inventories1,488,3911,229,839
Prepaid expenses and other103,28554,969
Total current assets
Property, plant and equipment, net
Operating lease right-of-use assets
Deferred income taxes
Other assets
Total non-current assets738,253738,317
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and finance lease obligations
Accounts payable978,899726,597
Advanced payments from customers602,933575,850
Accrued salaries and wages
Other accrued liabilities
Total current liabilities
Long-term debt and finance lease obligations, net of current portion
Long-term operating lease liabilities
Deferred income taxes
Other liabilities36,22536,430
Total non-current liabilities
Total liabilities2,104,8451,682,522
Commitments and contingencies
Shareholders’ equity:
Preferred stock, par value, shares authorized, issued or outstanding
Common stock, par value, shares authorized, and shares issued, respectively, and and shares outstanding, respectively
Additional paid-in capital
Common stock held in treasury, at cost, and shares, respectively()()
Retained earnings2,130,0121,996,028
Accumulated other comprehensive income7,32517,811
Total shareholders’ equity1,528,7521,454,588
Total liabilities and shareholders’ equity

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

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

in thousands · Unaudited

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Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Common stock - shares outstanding
Beginning of period26,75727,12226,82827,122
Exercise of stock options and vesting of other share-based awards6191177
Treasury shares purchased(80)(143)(342)(314)
End of period26,67726,98526,67726,985
Total stockholders' equity, beginning of period$1,489,800$1,351,675$1,454,588$1,324,825
Common stock - par value
Beginning of period549547547545
Exercise of stock options and vesting of other share-based awards22
End of period549547549547
Additional paid-in capital
Beginning of period689,909680,880695,653680,638
Share-based compensation expense20,5107,69536,19522,466
Exercise of stock options and vesting of other share-based awards, including tax withholding(47)(573)(21,476)(15,102)
End of period710,372688,002710,372688,002
Treasury stock
Beginning of period(1,298,881)(1,215,481)(1,255,451)(1,190,115)
Treasury shares purchased(20,625)(18,441)(64,055)(43,807)
End of period(1,319,506)(1,233,922)(1,319,506)(1,233,922)
Retained earnings
Beginning of period2,087,0191,899,4831,996,0281,823,143
Net income42,99345,116133,984121,456
End of period2,130,0121,944,5992,130,0121,944,599
Accumulated other comprehensive income
Beginning of period11,204(13,754)17,81110,614
Other comprehensive (loss) income(3,879)33,613(10,486)9,245
End of period7,32519,8597,32519,859
Total stockholders' equity, end of period$1,528,752$1,419,085$1,528,752$1,419,085

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

in thousands · Unaudited

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Line itemNine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Cash flows from operating activities
Net income$133,984$121,456
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization57,35758,509
Share-based compensation expense and related charges
Other, net()()
Changes in operating assets and liabilities, excluding impacts of currency:
Accounts receivable()()
Contract assets()()
Inventories()
Other current and non-current assets()()
Accrued income taxes payable()()
Accounts payable
Advanced payments from customers()
Other current and non-current liabilities()
Cash flows provided by operating activities
Cash flows from investing activities
Payments for property, plant and equipment()()
Other, net()()
Cash flows used in investing activities()()
Cash flows from financing activities
Borrowings under debt agreements605,500293,500
Payments on debt and finance lease obligations()()
Debt issuance costs()
Repurchases of common stock()()
Payments related to tax withholding for share-based compensation()()
Cash flows provided by (used in) financing activities()
Effect of exchange rate changes on cash and cash equivalents1,2012,077
Net increase (decrease) in cash and cash equivalents and restricted cash()
Cash and cash equivalents and restricted cash:
Beginning of period306,758347,462
End of period$314,567$237,617

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

PLEXUS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JULY 4, 2026 AND JUNE 28, 2025

(Unaudited)

  1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements included herein have been prepared by Plexus Corp. and its subsidiaries (together “Plexus” or the “Company”) without audit and pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The accompanying Condensed Consolidated Financial Statements reflect all adjustments, which include normal recurring adjustments necessary for the fair statement of the condensed consolidated financial position of the Company as of July 4, 2026 and September 27, 2025, the results of operations and shareholders' equity for the three and nine months ended July 4, 2026 and June 28, 2025, and the cash flows for the same nine month periods.

The Company’s fiscal year ends on the Saturday closest to September 30. The Company also uses a "4-4-5" weekly accounting system for the interim periods in each quarter. Each quarter, therefore, ends on a Saturday at the end of the 4-4-5 period. Periodically, an additional week must be added to the fiscal year to re-align with the Saturday closest to September 30. The first quarter of fiscal 2026 included 14 weeks while all other fiscal quarters presented herein included 13 weeks.

Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), have been condensed or omitted pursuant to the SEC’s rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and notes thereto. The full extent to which current global events and economic conditions will impact the Company's business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted. The Company has considered information available as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

Recently Issued Accounting Pronouncements Not Yet Adopted:

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 Income Taxes (Topic 740), which requires enhanced disclosures for income taxes. Early adoption is permitted. The Company intends to adopt the guidance when it becomes effective in the fourth quarter of fiscal 2026. The Company is currently evaluating the impact that the updated standard will have on our financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03 Disaggregation of Income Statement Expense (Subtopic 220-40), which requires disaggregated information about certain income statement expense line items. The guidance is effective for the Company beginning in fiscal 2028. Early adoption is permitted. The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes references to project stages, and requires capitalization of software costs to begin when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the intended function. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. The Company is currently evaluating the impact the adoption of the standard will have on its financial statement disclosures.

The Company does not believe that any other recently issued accounting standards will have a material impact on its Consolidated Financial Statements or apply to its operations.

2. Inventories

Inventories as of July 4, 2026 and September 27, 2025 consisted of the following (in thousands):

Line itemJuly 4,2026September 27,2025
Raw materials
Work-in-process91,98457,988
Finished goods
Total inventories$1,488,391$1,229,839

In certain circumstances, per contractual terms, customer deposits are received by the Company to offset inventory risks. The total amount of customer deposits related to inventory are included within advanced payments from customers on the accompanying Condensed Consolidated Balance Sheets. As of July 4, 2026 and September 27, 2025, these customer deposits totaled $424.6 million a nd $413.7 million, respectively.

3. Debt, Finance Lease and Other Financing Obligations

Debt and finance lease obligations as of July 4, 2026 and September 27, 2025, consisted of the following (in thousands):

Line itemJuly 4,2026September 27,2025
4.22% Senior Notes, due June 15, 2028$50,000$50,000
Borrowings under the Credit Facility172,00040,000
Finance lease and other financing obligations54,79448,274
Unamortized deferred financing fees(1,336)(494)
Total obligations275,458137,780
Less: current portion()()
Long-term debt, finance lease and other financing obligations, net of current portion

As of July 4, 2026, the Company was in compliance with covenants under all debt agreements.

On June 5, 2026, the Company refinanced its then-existing revolving credit facility (as amended by that certain Amended and Restated Credit Agreement dated June 9, 2022, the "Prior Credit Facility"), by entering into a new 5-year revolving credit facility (collectively with the Prior Credit Facility referred to as the "Credit Facility"), which extended the maturity from June 9, 2027 to June 5, 2031. The maximum commitment under the Credit Facility is $500 million and may be further increased to $750 million, generally by mutual agreement of the Company and the lenders, subject to certain customary conditions. During the nine months ended July 4, 2026, the highest daily borrowing under the Credit Facility was $233.0 million; the average daily borrowings were $127.6 million. During the nine months ended June 28, 2025, the highest daily borrowing was $125.0 million; the average daily borrowings were $33.3 million.

The fair value of the Company’s debt, excluding finance lease and other financing obligations, was million and million as of July 4, 2026 and September 27, 2025, respectively. The carrying value of the Company's debt, excluding finance lease and other financing obligations, was million and million as of July 4, 2026 and September 27, 2025, respectively. If measured at fair value in the financial statements, the Company's debt would be classified as Level 1 in the fair value hierarchy. Refer to Note 4, "Derivatives and Fair Value Measurements," for further information regarding the Company's fair value calculations and classifications.

4. Derivatives and Fair Value Measurements

All derivatives are recognized in the accompanying Condensed Consolidated Balance Sheets at their estimated fair value. The Company uses derivatives to manage the variability of foreign currency obligations. The Company has cash flow hedges related to forecasted foreign currency obligations, in addition to non-designated hedges to manage foreign currency exposures associated with certain foreign currency denominated assets and liabilities. The Company does not enter into derivatives for speculative purposes.

The Company designates some foreign currency exchange contracts as cash flow hedges of forecasted foreign currency expenses. Changes in the fair value of the derivatives that qualify as cash flow hedges are recorded in "Accumulated other comprehensive income" in the accompanying Condensed Consolidated Balance Sheets until earnings are affected by the variability of the cash flows. In the next twelve months, the Company estimates that million of unrealized gains, net of tax, related to cash flow hedges will be reclassified from other comprehensive (loss) income into earnings. Changes in the fair value of the non-designated derivatives related to recognized foreign currency denominated assets and liabilities are recorded in "Miscellaneous, net" in the accompanying Condensed Consolidated Statements of Comprehensive Income.

The Company enters into forward currency exchange contracts for its operations in certain jurisdictions in the AMER and APAC segments on a rolling basis. The Company had cash flow hedges outstanding with a notional value of $282.6 million as of July 4, 2026, and a notional value of $249.4 million as of September 27, 2025. These forward currency contracts fix the exchange rates for the settlement of future foreign currency obligations that have yet to be realized. The total fair value of the forward currency exchange contracts was a $2.6 million asset as of July 4, 2026, and a $10.1 million asset as of September 27, 2025.

The Company had additional forward currency exchange contracts outstanding with a notional value of $166.5 million as of July 4, 2026, and a notional value of $172.8 million as of September 27, 2025. The Company did not designate these derivative instruments as hedging instruments. The net settlement amount (fair value) related to these contracts is recorded on the Condensed Consolidated Balance Sheets as either a current or long-term asset or liability, depending on the term, and as an element of "Miscellaneous, net" in the Condensed Consolidated Statements of Comprehensive Income. The total fair value of these derivatives was a $2.7 million liability as of July 4, 2026, and a less than $0.1 million liability as of September 27, 2025.

The tables below present information regarding the fair values of derivative instruments and the effects of derivative instruments on the Company’s Condensed Consolidated Financial Statements:

Fair Values of Derivative Instruments (in thousands)

View SEC source
Derivatives designated as hedging instrumentsDerivative AssetsBalance sheetclassificationDerivative Assets · July 4,2026Fair ValueDerivative Assets · September 27,2025Fair ValueDerivative LiabilitiesBalance sheetclassificationDerivative Liabilities · July 4,2026Fair ValueDerivative Liabilities · September 27,2025Fair Value
Foreign currency forward contractsPrepaid expenses and other$5,662$10,141Other accrued liabilities$3,076$11

Fair Values of Derivative Instruments (in thousands)

View SEC source
Derivatives not designated as hedging instrumentsDerivative AssetsBalance sheetclassificationDerivative Assets · July 4,2026Fair ValueDerivative Assets · September 27,2025Fair ValueDerivative LiabilitiesBalance sheetclassificationDerivative Liabilities · July 4,2026Fair ValueDerivative Liabilities · September 27,2025Fair Value
Foreign currency forward contractsPrepaid expenses and other$465$579Other accrued liabilities$3,179$599

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income ("OCI") (in thousands) · for the Three Months Ended

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Derivatives in cash flow hedging relationshipsAmount of Gain Recognized in OCI on DerivativesJuly 4, 2026Amount of Gain Recognized in OCI on DerivativesJune 28, 2025
Foreign currency forward contracts$1,012$12,564

Derivative Impact on Gain (Loss) Recognized in Condensed Consolidated Statements of Comprehensive Income (in thousands) · for the Three Months Ended

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Derivatives in cash flow hedging relationshipsClassification of Gain (Loss) Reclassified from Accumulated OCI into IncomeAmount of Gain (Loss) Reclassified from Accumulated OCI into IncomeJuly 4, 2026Amount of Gain (Loss) Reclassified from Accumulated OCI into IncomeJune 28, 2025
Foreign currency forward contractsCost of sales$4,531$(2,328)
Foreign currency forward contractsSelling and administrative expenses307(142)
Derivatives not designated as hedging instrumentsLocation of (Loss) Gain Recognized on Derivatives in IncomeAmount of (Loss) Gain on Derivatives Recognized in IncomeJuly 4, 2026Amount of (Loss) Gain on Derivatives Recognized in IncomeJune 28, 2025
Foreign currency forward contractsMiscellaneous, net$(748)$3,762

The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income ("OCI") (in thousands) · for the Nine Months Ended

View SEC source
Derivatives in cash flow hedging relationshipsAmount of Gain Recognized in OCI on DerivativesJuly 4, 2026Amount of Gain Recognized in OCI on DerivativesJune 28, 2025
Foreign currency forward contracts$10,930$115

Derivative Impact on Gain Recognized in Condensed Consolidated Statements of Comprehensive Income (in thousands) · for the Nine Months Ended

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Derivatives in cash flow hedging relationshipsClassification of Gain Reclassified from Accumulated OCI into IncomeAmount of Gain Reclassified from Accumulated OCI into IncomeJuly 4, 2026Amount of Gain Reclassified from Accumulated OCI into IncomeJune 28, 2025
Foreign currency forward contractsCost of sales$17,423$871
Foreign currency forward contractsSelling and administrative expenses1,051103
Derivatives not designated as hedging instrumentsLocation of Gain Recognized on Derivatives in IncomeAmount of Gain on Derivatives Recognized in IncomeJuly 4, 2026Amount of Gain on Derivatives Recognized in IncomeJune 28, 2025
Foreign currency forward contractsMiscellaneous, net$838$284

Fair Value Measurements:

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (or exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses quoted market prices when available or discounted cash flows to calculate fair value. The accounting guidance establishes a fair value hierarchy based on three levels of inputs that may be used to measure fair value. The input levels are:

Level 1: Quoted (observable) market prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability.

The following table lists the fair values of the Company’s derivatives as of July 4, 2026 and September 27, 2025, by input level:

Fair Value Measurements Using Input Levels (Liability) Asset (in thousands)

View SEC source
Fiscal period ended July 4, 2026Level 1Level 2Level 3Total
Derivatives
Foreign currency forward contracts$(128)$(128)
Fiscal period ended September 27, 2025
Derivatives
Foreign currency forward contracts$10,110$10,110

The fair value of foreign currency forward contracts is determined using a market approach, which includes obtaining directly or indirectly observable values from third parties active in the relevant markets. Inputs in the fair value of the foreign currency forward contracts include prevailing forward and spot prices for currency.

5. Income Taxes

Income tax expense for the three and nine months ended July 4, 2026 was million and million, respectively, compared to million and million for the three and nine months ended June 28, 2025, respectively.

The effective tax rates for the three and nine months ended July 4, 2026 were % and %, respectively, compared to the effective tax rates of % and % for the three and nine months ended June 28, 2025, respectively. The effective tax rates for the three and nine months ended July 4, 2026 were higher than the effective tax rates for the three and nine months ended June 28, 2025 primarily due to the implementation of the global minimum tax across several jurisdictions in which the Company operates, as well as a million discrete tax benefit recorded for the three months ended June 28, 2025, related to the release of a state valuation allowance.

The amount of unrecognized tax benefits recorded for uncertain tax positions decreased by million for the three months ended July 4, 2026. The Company recognizes accrued interest and penalties on uncertain tax positions as a component of income tax expense. The amount of interest and penalties recorded for the three and nine months ended July 4, 2026 were million and million, respectively.

Within the next 12 months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce unrecognized tax benefits by approximately million, either because the Company’s tax positions are sustained on audit, the Company agrees to their disallowance or the statute of limitations closes.

The Company maintains valuation allowances when it is more likely than not that all or a portion of a net deferred tax asset will not be realized. During the three months ended July 4, 2026, the Company continued to record a full valuation allowance against its net deferred tax assets in certain jurisdictions within the EMEA and APAC segments and a partial valuation allowance against its net deferred tax assets in certain jurisdictions within the AMER segment, as it was more likely than not that these assets would not be fully realized based primarily on historical performance. The Company will continue to record a valuation allowance against its net deferred tax assets in each of the applicable jurisdictions going forward until it determines it is more likely than not that the deferred tax assets will be realized.

6. Earnings Per Share

The following is a reconciliation of the amounts utilized in the computation of basic and diluted earnings per share for the three and nine months ended July 4, 2026 and June 28, 2025 (in thousands, except per share amounts):

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Net income$42,993$45,116$133,984$121,456
Basic weighted average common shares outstanding
Dilutive effect of share-based awards and options outstanding
Diluted weighted average shares outstanding
Earnings per share:
Basic
Diluted

For the three and nine months ended July 4, 2026 and June 28, 2025, share-based awards of less than million shares were not included in the computation of diluted earnings per share as they were antidilutive awards.

See also Note 12, "Shareholders' Equity," for information regarding the Company's share repurchase plans.

7. Leases

The components of lease expense for the three and nine months ended July 4, 2026 and June 28, 2025 indicated were as follows (in thousands):

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Finance lease expense:
Amortization of right-of-use assets$1,075$1,455$3,583$4,186
Interest on lease liabilities1,3371,3034,2654,004
Operating lease expense
Other lease expense
Total

Based on the nature of the right-of-use ("ROU") asset, amortization of finance lease ROU assets, operating lease expense and other lease expense are recorded within either cost of goods sold or selling and administrative expenses and interest on finance lease liabilities is recorded within interest expense on the Condensed Consolidated Statements of Comprehensive Income. Other lease expense includes lease expense for leases with an estimated total term of twelve months or less and variable lease expense related to variations in lease payments as a result of a change in factors or circumstances occurring after the lease possession date.

The following tables set forth the amount of lease assets and lease liabilities included in the Company’s Condensed Consolidated Balance Sheets (in thousands):

Line itemFinancial Statement Line ItemJuly 4,2026September 27,2025
ASSETS
Finance lease assetsProperty, plant and equipment, net
Operating lease assetsOperating lease right-of-use assets
Total lease assets$100,895$108,990
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Finance lease liabilitiesCurrent portion of long-term debt and finance lease obligations
Operating lease liabilitiesOther accrued liabilities7,6168,253
Non-current
Finance lease liabilitiesLong-term debt and finance lease obligations, net of current portion40,72241,071
Operating lease liabilitiesLong-term operating lease liabilities
Total lease liabilities$75,601$82,214

8. Share-Based Compensation

The Company recognized million and million of compensation expense associated with share-based awards for the three and nine months ended July 4, 2026, respectively, and million and million for the three and nine months ended June 28, 2025, respectively. Included in the million of total stock-based compensation expense for the nine months ended July 4, 2026 was $12.9 million related to modifications of awards as a result of entering into executive retirement agreements. The award modifications were the result of accelerated vesting of previously unvested awards upon their retirements.

9. Litigation

The Company is party to lawsuits in the ordinary course of business. We record provisions in the consolidated financial statements for pending legal matters when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.

Management does not believe that any such proceedings, individually or in the aggregate, will have a material positive or adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, legal proceedings and regulatory and governmental matters are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial fines, civil or criminal penalties, and other expenditures.

10. Reportable Segments

Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in assessing performance and allocating resources. The Company uses an internal management reporting system, which provides important financial data to evaluate performance and allocate the Company’s resources on a regional basis. Net sales for the segments are attributed to the region in which the product is manufactured or the service is performed. The services provided, manufacturing processes used, class of customers serviced and order fulfillment processes used are similar and generally interchangeable across the segments. A segment’s performance is evaluated based upon its segment income. Segment income includes its net sales less cost of sales and selling and administrative expenses, but excludes corporate and other expenses. Corporate and other expenses primarily represent corporate selling and administrative expenses, and restructuring costs and other charges, if any. Inter-segment transactions are generally recorded at amounts that approximate arm’s length transactions. The accounting policies for the segments are the same as for the Company taken as a whole. The CODM for the Company is the chief executive officer. The CODM uses income generated from each segment in evaluating segment performance and whether to reinvest profits or allocate resources into the corresponding segment, in addition to long-term growth potential and other qualitative factors. Segment income is used to monitor budget versus actual results.

Information about the Company’s reportable segments for the three and nine months ended July 4, 2026 and June 28, 2025 is as follows (in thousands):

Three Months Ended July 4, 2026

View SEC source
Line itemAMERAPACEMEAEliminationsTotal
Net sales$(5,934)
Cost of sales
Selling and administrative expenses
Segment income
Corporate and other costs89,191
Other income (expense):
Interest expense(4,089)
Interest income
Miscellaneous, net()
Income before income taxes

Three Months Ended June 28, 2025

View SEC source
Line itemAMERAPACEMEAEliminationsTotal
Net sales$(4,096)
Cost of sales
Selling and administrative expenses
Segment income
Corporate and other costs64,770
Other income (expense):
Interest expense(2,501)
Interest income
Miscellaneous, net()
Income before income taxes

Nine Months Ended July 4, 2026

View SEC source
Line itemAMERAPACEMEAEliminationsTotal
Net sales$(11,868)
Cost of sales
Selling and administrative expenses
Segment income
Corporate and other costs229,133
Other income (expense):
Interest expense(10,399)
Interest income
Miscellaneous, net()
Income before income taxes

Nine Months Ended June 28, 2025

View SEC source
Line itemAMERAPACEMEAEliminationsTotal
Net sales$(14,877)
Cost of sales
Selling and administrative expenses
Segment income
Restructuring and other charges
Corporate and other costs185,003
Other income (expense):
Interest expense(9,192)
Interest income
Miscellaneous, net()
Income before income taxes
Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Capital expenditures:
AMER
APAC
EMEA
Corporate1421,9994,3796,997
$26,662$13,715$74,312$60,441
Depreciation:
AMER
APAC
EMEA
Corporate2,5672,4748,4727,301

11. Guarantees

The Company offers certain indemnifications under its customer manufacturing agreements. In the normal course of business, the Company may from time to time be obligated to indemnify its customers or its customers’ customers against damages or liabilities arising out of the Company’s negligence, misconduct, breach of contract, or infringement of third-party intellectual property rights. Certain agreements have extended broader indemnification, and while most agreements have contractual limits, some do not. However, the Company generally does not provide for such indemnities and seeks indemnification from its customers for damages or liabilities arising out of the Company’s adherence to customers’ specifications or designs or use of materials furnished, or directed to be used, by its customers. The Company does not believe its obligations under such indemnities are material.

In the normal course of business, the Company also provides its customers a limited warranty covering workmanship, and in some cases materials, on products manufactured by the Company. Such warranty generally provides that products will be free from defects in the Company’s workmanship and meet mutually agreed-upon specifications for periods generally ranging from 12 to 24 months. The Company’s obligation is generally limited to correcting, at its expense, any defect by repairing or replacing such defective product. The Company’s warranty generally excludes defects resulting from faulty customer-supplied components, design defects or damage caused by any party or cause other than the Company.

The Company provides for an estimate of costs that may be incurred under its limited warranty at the time product revenue is recognized and establishes additional reserves for specifically identified product issues. These costs primarily include labor and materials, as necessary, associated with repair or replacement and are included in the Company's accompanying Condensed Consolidated Balance Sheets in "other accrued liabilities." The primary factors that affect the Company’s warranty liability include the value and the number of shipped units and historical and anticipated rates of warranty claims. As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Below is a table summarizing the activity related to the Company’s limited warranty liability for the nine months ended July 4, 2026 and June 28, 2025 (in thousands):

Line itemNine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Reserve balance, beginning of period
Accruals for warranties issued during the period
Settlements (in cash or in kind) during the period()()
Reserve balance, end of period

12. Shareholders' Equity

On August 14, 2024, the Board of Directors approved a share repurchase program under which the Company was authorized to repurchase up to $50.0 million of its common stock (the "2025 Program"). The 2025 Program became effective upon completion of the 2024 Program and was completed in fiscal 2025. During the three months ended June 28, 2025, the Company repurchased 143,282 shares under this program for $18.4 million at an average price of $128.70 per share. During the nine months ended June 28, 2025, the Company repurchased 314,344 shares under this program for $43.4 million at an average price of $138.19 per share. The nine months ended June 28, 2025 purchased amounts exclude excise tax on share repurchases of $0.4 million.

On May 14, 2025, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $100.0 million of its common stock (the “2026 Program”). The 2026 Program became effective upon completion of the 2025 Program and has no expiration. During the three months ended July 4, 2026, the Company repurchased 79,707 shares under this program for $20.6 million at an average price of $258.75 per share. During the nine months ended July 4, 2026, the Company repurchased 341,799 shares under this program for $63.6 million at an average price of $186.25 per share. The nine months ended July 4, 2026 purchased amounts exclude excise tax on share repurchases of $0.4 million. As of July 4, 2026, $21.4 million of authority remained under the 2026 Program.

All shares repurchased under the aforementioned programs were recorded as treasury stock.

13. Trade Accounts Receivable Sale Programs

The Company has Master Accounts Receivable Purchase Agreements with MUFG Bank, New York Branch (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (the "MUFG RPA"), HSBC Bank (China) Company Limited, Xiamen branch (the "HSBC RPA") and other unaffiliated financial institutions, under which the Company may elect to sell receivables; at a discount. All facilities are uncommitted facilities. The maximum facility amount under the MUFG RPA is $340.0 million. The maximum facility amount under the HSBC RPA is $70.0 million. The MUFG RPA will be automatically extended each year unless any party gives no less than 10 days prior notice that the agreement should not be extended. The terms of the HSBC RPA are generally consistent with the terms of the MUFG RPA.

Transfers of receivables under the programs are accounted for as sales and, accordingly, receivables sold under the programs are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. Proceeds from the transfer reflect the face value of the receivables less a discount. The sale discount is recorded within "Miscellaneous, net" in the Condensed Consolidated Statements of Comprehensive Income in the period of the sale. The Company continues servicing receivables sold and performing all accounts receivable administrative functions, in exchange receives a servicing fee, under both the MUFG RPA and HSBC RPA. Servicing fees related to trade accounts receivable programs recognized during the three and nine months ended July 4, 2026 and June 28, 2025 were not material.

The Company sold million and million of trade accounts receivable under these programs, or their predecessors, during the three months ended July 4, 2026 and June 28, 2025, respectively, in exchange for cash proceeds of million and million, respectively.

The Company sold million and million of trade accounts receivable under these programs, or their predecessors, during the nine months ended July 4, 2026 and June 28, 2025, respectively, in exchange for cash proceeds of million and million, respectively.

As of July 4, 2026 and September 27, 2025, million and million, respectively, of accounts receivables sold under trade accounts receivable programs and subject to servicing by the Company remained outstanding and had not yet been collected.

14. Revenue from Contracts with Customers

Revenue is recognized over time for arrangements with customers for which: (i) the Company's performance does not create an asset with an alternative use to the Company, and (ii) the Company has an enforceable right to payment, including reasonable profit margin, for performance completed to date. Revenue recognized over time is estimated based on costs incurred to date plus a reasonable profit margin. If either of the two conditions noted above are not met to recognize revenue over time, revenue is recognized following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying arrangement.

The Company recognizes revenue when a contract exists and when, or as, it satisfies a performance obligation by transferring control of a product or service to a customer. Contracts are accounted for when they have approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer.

The Company generally enters into a master services arrangement that establishes the framework under which business will be conducted. These arrangements represent the master terms and conditions of the Company's services that apply to individual orders, but they do not commit the customer to work with, or to continue to work with, the Company nor do they obligate the customer to any specific volume or pricing of purchases. Moreover, these terms can be amended in appropriate situations.

Customer purchase orders are received for specific quantities with predominantly fixed pricing and delivery requirements. Thus, for the majority of our contracts, there is no guarantee of any revenue to the Company until a customer submits a purchase order. As a result, the Company generally considers its arrangement with a customer to be the combination of the master services arrangement and the purchase order. Most of the Company's arrangements with customers create a single performance obligation as the promise to transfer the individual manufactured product or service is capable of being distinct.

The Company’s performance obligations are satisfied over time as work progresses or at a point in time. A performance obligation is satisfied over time if the Company has an enforceable right to payment, including a reasonable profit margin. Determining if an enforceable right to payment includes a reasonable profit margin requires judgment and is assessed on a contract-by-contract basis.

Generally, there are no subjective customer acceptance requirements or further obligations related to goods or services provided; if such requirements or obligations exist, then a sale is recognized at the time when such requirements are completed and such obligations are fulfilled.

The Company does not allow for a general right of return. Net sales include amounts billed to customers for shipping and handling and out-of-pocket expenses. The corresponding shipping and handling costs and out-of-pocket expenses are included in cost of sales. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from net sales.

Contract Costs

For contracts requiring over time revenue recognition, the selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company uses a cost-based input measurement of progress because it best depicts the transfer of assets to the customer, which occurs as costs are incurred during the manufacturing process or as services are rendered. Under the cost-based measure of progress, the extent of progress toward completion is measured based on the costs incurred to date.

Disaggregated Revenue

The table below includes the Company’s revenue for the three and nine months ended July 4, 2026 and June 28, 2025 (in thousands):

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Net sales:
Aerospace/Defense$232,842$183,217$622,991$515,463
Healthcare/Life Sciences482,443420,4221,421,3391,205,153
Industrial589,493414,6691,494,0571,253,984
Total net sales

For the three and nine months ended July 4, 2026 and June 28, 2025, approximately 85% of the Company's revenue was recognized as products and services transferred over time.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, contract assets and deferred revenue on the Company’s accompanying Condensed Consolidated Balance Sheets.

Contract Assets: For performance obligations satisfied at a point in time, billing occurs subsequent to revenue recognition, at which point the customer has been billed and the resulting asset is recorded within accounts receivable. For performance obligations satisfied over time as work progresses, the Company has an unconditional right to payment, which results in the recognition of contract assets. The following table summarizes the activity in the Company's contract assets during the nine months ended July 4, 2026 and June 28, 2025 (in thousands):

Line itemNine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Contract assets, beginning of period$150,654$120,560
Revenue recognized during the period3,007,6292,513,656
Amounts collected or invoiced during the period(2,964,341)(2,489,071)
Contract assets, end of period$193,942$145,145

Deferred Revenue: Deferred revenue is recorded when consideration is received from a customer prior to transferring goods or services to the customer under the terms of the contract, which is included in advanced payments from customers on the Condensed Consolidated Balance Sheets. As of July 4, 2026 and September 27, 2025, the balance of advance payments from customers attributable to deferred revenue was $164.5 million and $151.3 million, respectively. The advance payment is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a contract and to protect the company from the other party failing to adequately complete some or all of its obligations under the contract. Deferred revenue is recognized into revenue when all revenue recognition criteria are met. For performance obligations satisfied over time, recognition will occur as work progresses; otherwise, deferred revenue will be recognized based upon shipping terms.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

"SAFE HARBOR" CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

The statements contained in this Form 10-Q that are guidance or which are not historical facts (such as statements in the future tense and statements including believe, expect, intend, plan, anticipate, goal, target and similar terms and concepts), including all discussions of periods which are not yet completed, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include the effects of tariffs, trade disputes, trade agreements and other trade protection measures; the effects of shortages, delays and price fluctuations in obtaining components as a result of economic cycles, capacity constraints, natural disasters or otherwise; the risk of customer delays, changes, cancellations or forecast inaccuracies in both ongoing and new programs; the particular risks relative to new or recent customers, programs or services, which risks include customer and other delays, start-up costs, potential inability to execute, the establishment of appropriate engagement terms, and the lack of a track record of order volume and timing; the risk that new program wins and/or customer demand may not result in the expected revenue or profitability; the lack of visibility of future orders, particularly in view of changing economic conditions; the economic performance of the industries, sectors and customers we serve; the effects of the volume of revenue from certain sectors or programs on our margins in particular periods; our ability to secure new customers, maintain our current customers and deliver product on a timely basis; the risks of concentration of work for certain customers; the effects of start-up costs of new programs and facilities or the costs associated with winding down programs or the closure or consolidation of facilities; possible unexpected costs and operating disruption in transitioning programs, including transitions between Company facilities; the risks associated with excess and obsolete inventory, including the risk that inventory purchased on behalf of our customers may not be consumed or otherwise paid for by the customer, resulting in an inventory write-off; the fact that customer orders may not lead to long-term relationships; our ability to manage successfully and execute a complex business model characterized by high product mix and demanding quality, regulatory, and other requirements; the outcome of litigation and regulatory investigations and proceedings, including the results of any challenges with regard to such outcomes; the ability to realize anticipated savings from restructuring or similar actions, as well as the adequacy of related charges as compared to actual expenses; risks related to information technology systems and data security; increasing regulatory and compliance requirements; any tax law changes and related foreign jurisdiction tax developments; current or potential future barriers to the repatriation of funds that are currently held outside of the United States as a result of actions taken by other countries or otherwise; the potential effects of jurisdictional results on our taxes, tax rates, and our ability to use deferred tax assets and net operating losses; the weakness of the economy regionally or globally; the effect of changes in the pricing and margins of our services; raw materials and component cost fluctuations; the potential effect of fluctuations in the value of the currencies in which we transact business; the effects of changes in economic conditions, political conditions and regulatory matters in the United States and in the other countries in which we do business; the potential effect of other events outside our control, such as the conflict between Russia and Ukraine, conflict in the Middle East (including in Iran), escalating tensions between China and Taiwan or China and the United States, tensions in or amongst countries in which we operate or transact business; changes in energy prices, terrorism, global health epidemics and weather events; the impact of increased competition; an inability to successfully manage human capital, including succession planning for and transition of senior executives; changes in financial accounting standards; and other risks detailed herein and in our other Securities and Exchange Commission filings, particularly in Risk Factors contained in our fiscal 2025 Form 10-K.

OVERVIEW

At Plexus, we help create the products that build a better world. Driven by a passion for excellence, we partner with our customers to design, manufacture and service highly complex products in demanding regulatory environments. From life-saving medical devices and mission-critical aerospace and defense products to industrial automation systems and semiconductor capital equipment, our innovative solutions across the lifecycle of a product converge where advanced technology and human impact intersect. We provide these solutions to market-leading as well as disruptive global companies in the Aerospace/Defense, Healthcare/Life Sciences, and Industrial sectors, supported by a global team of over 20,000 members across our 27 facilities.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide an analysis of both short-term results and future prospects from management’s perspective, including an assessment of the financial condition and results of operations, events and uncertainties that are not indicative of future operations and any other financial or statistical data that we believe will enhance the understanding of our company’s financial condition, cash flows and other changes in financial condition and results of operations.

The following information should be read in conjunction with our condensed consolidated financial statements included herein and "Risk Factors" included in Part II, Item 1A included herein as well as Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, and our "Safe Harbor" Cautionary Statement included above.

RESULTS OF OPERATIONS

Consolidated Performance Summary. The following table presents selected consolidated financial data (dollars in millions, except per share data):

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Net sales$1,304.8$1,018.3$3,538.4$2,974.6
Cost of sales1,173.4915.03,181.72,672.9
Gross profit131.4103.3356.7301.7
Gross margin10.1%10.1%10.1%10.1%
Operating income61.353.6177.6149.3
Operating margin4.7%5.3%5.0%5.0%
Other expense4.83.812.210.9
Income tax expense13.54.731.416.9
Net income43.045.1134.0121.5
Diluted earnings per share$1.58$1.64$4.90$4.39
Return on invested capital*14.9%14.1%
Economic return*5.9%5.2%
*Non-GAAP metric; refer to "Return on Invested Capital ("ROIC") and economic return" below and Exhibit 99.1 for more information.

Net sales. For the three months ended July 4, 2026, net sales increased $286.5 million, or 28.1%, as compared to the three months ended June 28, 2025. For the nine months ended July 4, 2026, net sales increased $563.8 million, or 19.0%, as compared to the nine months ended June 28, 2025.

Net sales are analyzed by management by geographic segment, which reflects our reportable segments, and by market sector. Management measures operational performance and allocates resources on a geographic segment basis. Our global business development strategy is based on our targeted market sectors.

A discussion of net sales by reportable segment is presented below (in millions):

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Net sales:
AMER$427.7$311.7$1,169.4$880.8
APAC773.7593.52,037.41,787.7
EMEA109.4117.1343.5321.0
Elimination of inter-segment sales(6.0)(4.0)(11.9)(14.9)
Total net sales$1,304.8$1,018.3$3,538.4$2,974.6

AMER. Net sales for the three months ended July 4, 2026 in the AMER segment increased $116.0 million, or 37.2%, as compared to the three months ended June 28, 2025. The increase in net sales was driven by an increase of $107.4 million due to production ramps of new products for existing customers, an increase of $29.4 million due to production ramps for new customers and overall net increased customer end-market demand. The increase was partially offset by a decrease of $20.4 million due to disengagements with customers and a decrease of $19.4 million for end-of-life products.

During the nine months ended July 4, 2026, net sales in the AMER segment increased $288.6 million, or 32.8%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by an increase of $293.3 million due to production ramps of new products for existing customers and an increase of $59.8 million due to production ramps for new customers. The increase was partially offset by a decrease of $41.9 million due to disengagements with customers and a decrease of $14.3 million for end-of-life products.

APAC. Net sales for the three months ended July 4, 2026 in the APAC segment increased $180.2 million, or 30.4%, as compared to the three months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand and an increase of $21.8 million due to production ramps of new products for existing customers. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods.

During the nine months ended July 4, 2026, net sales in the APAC segment increased $249.7 million, or 14.0%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $37.3 million due to production ramps of new products for existing customers and an increase of $7.8 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. The increase was partially offset by a decrease of $5.9 million due to a disengagement with a customer.

EMEA. Net sales for the three months ended July 4, 2026 in the EMEA segment decreased $7.7 million, or 6.6%, as compared to the three months ended June 28, 2025. The decrease in net sales was driven by a decrease of $9.1 million due to a disengagement with a customer and overall net decreased customer end-market demand. The decrease is partially offset by an increase of $7.6 million due to production ramps of new products for existing customers.

During the nine months ended July 4, 2026, net sales in the EMEA segment increased $22.5 million, or 7.0%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by an increase of $41.7 million due to production ramps of new products for existing customers. The increase was partially offset by a decrease of $14.5 million due to a disengagement with a customer.

Our net sales by market sector for the indicated fiscal period were as follows (in millions):

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Net sales:
Aerospace/Defense$232.9$183.2$623.0$515.4
Healthcare/Life Sciences482.4420.41,421.31,205.2
Industrial589.5414.71,494.11,254.0
Total net sales$1,304.8$1,018.3$3,538.4$2,974.6

Aerospace/Defense. Net sales for the three months ended July 4, 2026 in the Aerospace/Defense sector increased $49.7 million, or 27.1%, as compared to the three months ended June 28, 2025. The increase in net sales was driven by an increase of $21.8 million in production ramps of new products for existing customers, an increase of $14.6 million due to production ramps for a new customer and overall net increased customer end-market demand.

During the nine months ended July 4, 2026, net sales in the Aerospace/Defense sector increased $107.6 million, or 20.9%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by an increase of $67.4 million in production ramps of new products for existing customers, overall net increased customer end-market demand and an increase of $25.4 million due to production ramps for a new customer. The increase was partially offset by a decrease of $8.1 million due to a disengagement with a customer.

Healthcare/Life Sciences. Net sales for the three months ended July 4, 2026 in the Healthcare/Life Sciences sector increased $62.0 million, or 14.7%, as compared to the three months ended June 28, 2025. The increase in net sales was driven by an increase of $92.1 million in production ramps of new products for existing customers and an increase of $7.6 million due to

production ramps for new customers. The increase was partially offset by a decrease of $16.1 million for end-of-life products, overall net decreased end-market demand and a decrease of $6.9 million due to a disengagement with a customer.

During the nine months ended July 4, 2026, net sales in the Healthcare/Life Sciences sector increased $216.1 million, or 17.9%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by an increase of $253.0 million in production ramps of new products for existing customers and an increase of $19.2 million due to production ramps for new customers. The increase is partially offset by overall net decreased end-market demand and a decrease of $16.5 million for end-of-life products.

Industrial. Net sales for the three months ended July 4, 2026 in the Industrial sector increased $174.8 million, or 42.2%, as compared to the three months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $12.4 million due to production ramps of new products for existing customers and an increase of $11.7 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. The increase was partially offset by a decrease of $22.0 million due to disengagements with customers.

During the nine months ended July 4, 2026, net sales in the Industrial sector increased $240.1 million, or 19.1%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $24.4 million in production ramps of new products for existing customers and an increase of $23.0 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. The increase was partially offset by a decrease of $50.6 million due to disengagements with customers.

Cost of sales. Cost of sales for the three months ended July 4, 2026 increased $258.4 million, or 28.2%, as compared to the three months ended June 28, 2025, while cost of sales for the nine months ended July 4, 2026 increased $508.8 million, or 19.0%, as compared to the nine months ended June 28, 2025. Cost of sales is comprised primarily of material and component costs, labor costs and overhead. For both of the three and nine months ended July 4, 2026 and June 28, 2025, approximately 89% of the total cost of sales was variable in nature and fluctuated with sales volumes. Approximately 88% of these costs were related to material and component costs.

As compared to the three months ended June 28, 2025, the increase in cost of sales in the three months ended July 4, 2026 was primarily driven by an increase in net sales, an increase in fixed costs and a shift in customer mix. As compared to the nine months ended June 28, 2025, the increase in cost of sales in the nine months ended July 4, 2026 was primarily driven by an increase in net sales, an increase in fixed costs and a shift in customer mix.

Gross profit. Gross profit for the three months ended July 4, 2026 increased $28.1 million, or 27.2%, as compared to the three months ended June 28, 2025. Gross margin of 10.1% for the three months ended July 4, 2026 remained flat compared to the three months ended June 28, 2025. The primary driver of the increase in gross profit was the increase in net sales, partially offset by an increase in fixed costs and a shift in customer mix.

Gross profit for the nine months ended July 4, 2026 increased $55.0 million, or 18.2%, as compared to the nine months ended June 28, 2025. Gross margin of 10.1% for the nine months ended July 4, 2026 remained flat compared to the nine months ended June 28, 2025. The primary driver of the increase in gross profit was the increase in net sales, partially offset by an increase in fixed costs and a shift in customer mix.

Operating income. Operating income for the three months ended July 4, 2026 increased $7.7 million, or 14.4%, as compared to the three months ended June 28, 2025. Operating margin of 4.7% for the three months ended July 4, 2026 decreased 60 basis points compared to the three months ended June 28, 2025. The primary driver of the increase in operating income was the increase in gross profit. The overall increase in operating income was partially offset by an increase of $20.4 million in selling and administrative expenses ("S&A"). The increase in S&A was primarily due to an increase of $14.9 million in stock-based compensation expense primarily due to $12.9 million of accelerated stock-based compensation expense related to executive retirement agreements. This increase was the primary driver of the decrease in operating margin.

Operating income for the nine months ended July 4, 2026 increased $28.3 million, or 19.0%, as compared to the nine months ended June 28, 2025. Operating margin of 5.0% for the nine months ended July 4, 2026 remained flat compared to the nine months ended June 28, 2025. The primary drivers of the increase in operating income for the nine months ended July 4, 2026 were the increase in gross profit as well as a decrease of $4.7 million in restructuring and other charges. The restructuring and other charges for the nine months ended June 28, 2025 consisted of severance costs associated with a reduction in the Company's workforce in the EMEA and AMER regions. The overall increase in operating income was partially offset by an increase of $31.3 million in S&A. The increase in S&A was primarily due to an increase of $18.6 million in stock-based

compensation expense primarily due to $12.9 million of accelerated stock-based compensation expense related to executive retirement agreements.

A discussion of operating income by reportable segment for the indicated fiscal period is presented below (in millions):

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025Nine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Operating income:
AMER$36.3$28.7$95.3$71.0
APAC107.283.8287.7253.8
EMEA7.05.923.714.2
Corporate and other costs(89.2)(64.8)(229.1)(189.7)
Total operating income$61.3$53.6$177.6$149.3

AMER. Operating income increased $7.6 million for the three months ended July 4, 2026 as compared to the three months ended June 28, 2025, primarily as a result of an increase in net sales, partially offset by a shift in customer mix and an increase in fixed costs.

During the nine months ended July 4, 2026, operating income in the AMER segment increased $24.3 million as compared to the nine months ended June 28, 2025, primarily as a result of an increase in net sales, partially offset by a shift in customer mix, an increase in fixed costs and an increase in S&A.

APAC. Operating income increased $23.4 million for the three months ended July 4, 2026 as compared to the three months ended June 28, 2025, primarily as a result of an increase in net sales, partially offset by a shift in customer mix and an increase in fixed costs.

During the nine months ended July 4, 2026, operating income in the APAC segment increased $33.9 million as compared to the nine months ended June 28, 2025, primarily as a result of an increase in net sales, partially offset by an increase in fixed costs, a shift in customer mix and an increase in S&A.

EMEA. Operating income increased $1.1 million for the three months ended July 4, 2026 as compared to the three months ended June 28, 2025, primarily as a result of a positive shift in customer mix, partially offset by a decrease in net sales.

During the nine months ended July 4, 2026, operating income in the EMEA segment increased $9.5 million as compared to the nine months ended June 28, 2025, primarily as a result of an increase in net sales and a positive shift in customer mix, partially offset by an increase in fixed costs.

Other expense. Other expense for the three months ended July 4, 2026 increased $1.0 million compared to the three months ended June 28, 2025. The increase in other expense for the three months ended July 4, 2026 was primarily driven by an increase in interest expense of $1.6 million due to higher borrowings on our credit facility, partially offset by an increase in interest income of $0.5 million.

Other expense for the nine months ended July 4, 2026 increased $1.3 million as compared to the nine months ended June 28, 2025. The increase in other expense for the nine months ended July 4, 2026 was primarily driven by an increase in interest expense of $1.2 million due to higher borrowings on our credit facility.

Income taxes. Income tax expense for the three and nine months ended July 4, 2026 was $13.5 million and $31.4 million, respectively, compared to $4.7 million and $16.9 million for the three and nine months ended June 28, 2025, respectively. The increase was primarily driven by the implementation of the global minimum tax across several jurisdictions in which we operate, as well as an increase in pre-tax book income. The increase is also attributable to a $3.3 million discrete tax benefit recorded for the three months ended June 28, 2025, related to the release of a state valuation allowance.

Our annual effective tax rate varies from the U.S. statutory rate of 21.0% primarily due to the geographic distribution of worldwide earnings as well as a tax holiday granted to a subsidiary located in the APAC segment where we derive a significant portion of our earnings. Our effective tax rate may also be impacted by disputes with taxing authorities, tax planning activities, adjustments to uncertain tax positions and changes in valuation allowances.

The annual effective tax rate for fiscal 2026 is expected to be approximately 16.0% to 18.0% assuming no changes to tax laws.

Net income. Net income for the three months ended July 4, 2026 decreased $2.1 million, or 4.7%, from the three months ended June 28, 2025 to $43.0 million. Net income decreased primarily as a result of the increase in tax expense, partially offset by the increase in operating income as previously discussed.

Net income for the nine months ended July 4, 2026 increased $12.5 million, or 10.3%, from the nine months ended June 28, 2025 to $134.0 million. Net income increased primarily as a result of the increase in operating income, partially offset by the increase in tax expense as previously discussed.

Diluted earnings per share. Diluted earnings per share decreased to $1.58 for the three months ended July 4, 2026 from $1.64 for the three months ended June 28, 2025, primarily as a result of decreased net income due to the factors discussed above.

Diluted earnings per share increased to $4.90 for the nine months ended July 4, 2026 from $4.39 for the nine months ended June 28, 2025 primarily as a result of increased net income due to the factors discussed above.

Return on Invested Capital ("ROIC") and economic return. We use a financial model that is aligned with our business strategy and includes an ROIC goal of 15%, which would exceed our weighted average cost of capital ("WACC") by more than 500 basis points and represent positive economic return. Economic return is the amount our ROIC exceeds our WACC.

Non-GAAP financial measures, including ROIC and economic return, are used for internal management goals and decision making because such measures provide management and investors additional insight into financial performance. In particular, we provide ROIC and economic return because we believe they offer insight into the metrics that are driving management decisions. We view ROIC and economic return as important measures in evaluating the efficiency and effectiveness of our long-term capital investments. We also use ROIC as a performance criteria in determining certain elements of compensation as well as economic return performance.

We define ROIC as tax-effected operating income before restructuring and other charges divided by average invested capital over a rolling four-quarter period for the third fiscal quarter. Invested capital is defined as equity plus debt and operating lease liabilities, less cash and cash equivalents. Other companies may not define or calculate ROIC in the same way. ROIC and other non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of our financial performance prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").

We review our internal calculation of WACC annually. Our WACC is 9.0% for fiscal 2026 and 8.9% for fiscal 2025. By exercising discipline to generate ROIC in excess of our WACC, our goal is to create value for our shareholders. For the nine months ended July 4, 2026, ROIC of 14.9% reflects an economic return of 5.9%, based on our WACC of 9.0%, and for the nine months ended June 28, 2025, ROIC of 14.1% reflects an economic return of 5.2%, based on our WACC of 8.9%.

For a reconciliation of ROIC, economic return and adjusted operating income (tax-effected) to our financial statements that were prepared using U.S. GAAP, see Exhibit 99.1 to this Quarterly Report on Form 10-Q, which exhibit is incorporated herein by reference.

Refer to the table below, which includes the calculation of ROIC and economic return for the indicated fiscal period (dollars in millions):

Line itemNine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Adjusted operating income (tax-effected)$213.4$182.7
Average invested capital1,431.31,298.6
After-tax ROIC14.9%14.1%
WACC9.0%8.9%
Economic return5.9%5.2%

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents and restricted cash were $314.6 million as of July 4, 2026, as compared to $306.8 million as of September 27, 2025.

As of July 4, 2026, 95% of our cash and cash equivalents balance was held outside of the U.S. by our foreign subsidiaries. Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash

equivalents, potential borrowings under the Credit Facility, and our leasing capabilities should be sufficient to meet our working capital and fixed capital requirements, as well as execute our share repurchase authorization as management deems appropriate, for the next twelve months.

Cash Flows. The following table provides a summary of cash flows (in millions):

Line itemNine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Cash flows provided by operating activities$39.0$117.2
Cash flows used in investing activities(74.6)(60.8)
Cash flows provided by (used in) financing activities42.2(168.3)
Effect of exchange rate changes on cash and cash equivalents1.22.1
Net increase (decrease) in cash and cash equivalents and restricted cash$7.8$(109.8)

Operating Activities. Cash flows provided by operating activities were $39.0 million for the nine months ended July 4, 2026, as compared to cash flows provided by operating activities of $117.2 million for the nine months ended June 28, 2025. The decrease was primarily due to cash flow improvements (reductions) of:

  • $12.5 million increase in net income.
  • $(297.5) million in inventory cash flows driven by an increase in inventory associated with ramping programs in the nine months ended July 4, 2026 compared to a decrease in inventory driven by inventory reduction efforts in the nine months ended June 28, 2025.
  • $(102.9) million in accounts receivable cash flows driven by an increase in net sales as well as the timing of shipments and mix of customer payment terms.
  • $(46.6) million in other current and non-current asset cash flows primarily driven by an increase in prepaid amounts owed to us by governmental entities for taxes and other governmental obligations in the nine months ended July 4, 2026 as compared to the nine months ended June 28, 2025 as well as an increase in prepayments to suppliers in the nine months ended July 4, 2026 as compared to a decrease in the nine months ended June 28, 2025.
  • $(19.2) million in contract assets cash flows corresponding to changes in demand from over time customers.
  • $182.5 million in accounts payables cash flows primarily driven by the timing of materials procurement and payments to suppliers.
  • $145.7 million in advanced payments from customers cash flows as prior year had a significant outflow of deposit returns due to inventory management efforts.
  • $16.4 million in other current and non-current liabilities cash flows primarily driven by an increase in other miscellaneous payables for the nine months ended July 4, 2026 as compared to a decrease in the nine months ended June 28, 2025 due to the timing of bank deposits and factoring.
  • $14.4 million in stock based compensation expense primarily driven by stock accelerations from previously announced executive retirement agreements in the nine months ended July 4, 2026.
  • $9.4 million in accrued income taxes payable driven by an increase in deferred income tax benefit in the nine months ended July 4, 2026 compared to the nine months ended June 28, 2025.
  • $8.2 million in other, net primarily driven by lower payments for operating leases in the nine months ended July 4, 2026 compared to the nine months ended June 28, 2025.

The following table provides a summary of cash cycle days for the periods indicated (in days):

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025
Days in accounts receivable5659
Days in contract assets1313
Days in inventory116128
Days in accounts payable(76)(72)
Days in advanced payments(47)(59)
Annualized cash cycle6269

We calculate days in accounts receivable and contract assets as each balance sheet item for the respective quarter divided by annualized sales for the respective quarter by day. We calculate days in inventory, accounts payable and advanced payments as each balance sheet line item for the respective quarter divided by annualized cost of sales for the respective quarter by day. We calculate annualized cash cycle as the sum of days in accounts receivable, days in contract assets and days in inventory, less days in accounts payable and days in advanced payments.

As of July 4, 2026, annualized cash cycle days decreased seven days compared to June 28, 2025 due to the following:

Days in accounts receivable for the three months ended July 4, 2026 decreased three days compared to the three months ended June 28, 2025. The decrease is primarily attributable to the timing of customer shipments and payments as well as the mix of customer payment terms.

Days in contract assets for the three months ended July 4, 2026 remained flat compared to the three months ended June 28, 2025.

Days in inventory for the three months ended July 4, 2026 decreased twelve days compared to the three months ended June 28, 2025. The decrease is primarily attributable to increased net sales and continued inventory management efforts.

Days in accounts payable for the three months ended July 4, 2026 increased four days compared to the three months ended June 28, 2025. The increase is primarily attributable to timing of materials procurement and payments to suppliers.

Days in advanced payments for the three months ended July 4, 2026 decreased twelve days compared to the three months ended June 28, 2025. The decrease was primarily attributable to a return of advanced payments to customers due to continued inventory management efforts.

Free Cash Flow. We define free cash flow ("FCF"), a non-GAAP financial measure, as cash flow generated or used in operations less capital expenditures. FCF was $(35.3) million for the nine months ended July 4, 2026 compared to $56.8 million for the nine months ended June 28, 2025, a decrease of $92.1 million.

Non-GAAP financial measures, including FCF, are used for internal management assessments because such measures provide additional insight to investors into ongoing financial performance. In particular, we provide FCF because we believe it offers insight into the metrics that are driving management decisions. We view FCF as an important financial metric as it demonstrates our ability to generate cash and can allow us to pursue opportunities that enhance shareholder value. FCF is a non-GAAP financial measure that should be considered in addition to, not as a substitute for, measures of our financial performance prepared in accordance with GAAP.

A reconciliation of FCF to our financial statements that were prepared using U.S. GAAP as follows (in millions):

Line itemNine Months EndedJuly 4,2026Nine Months EndedJune 28,2025
Cash flows provided by operating activities$39.0$117.2
Payments for property, plant and equipment(74.3)(60.4)
Free cash flow$(35.3)$56.8

Investing Activities. Cash flows used in investing activities were $74.6 million for the nine months ended July 4, 2026 compared to $60.8 million for the nine months ended June 28, 2025. The increase in cash used in investing activities was primarily due to a $14.0 million increase in capital expenditures.

We currently estimate capital expenditures for fiscal 2026 will be approximately $100.0 million to $120.0 million to support new program ramps and replace older equipment.

Financing Activities. Cash flows provided by financing activities were $42.2 million for the nine months ended July 4, 2026 compared to cash flows used in financing activities of $168.3 million for the nine months ended June 28, 2025. The increase was primarily attributable to net borrowings on the credit facility for the nine months ended July 4, 2026 of $132.0 million partially offset by $64.1 million in cash used to repurchase our common stock. This is compared to net repayments which included the repayment, on maturity, of $100.0 million in principal amount of our 4.05% Senior Notes and net repayments on the credit facility for the nine months ended June 28, 2025 of $5.0 million as well as $43.8 million in cash used to repurchase common stock.

On August 14, 2024, the Board of Directors approved a share repurchase program under which we were authorized to repurchase up to $50.0 million of our common stock (the "2025 Program"). The 2025 Program became effective upon completion of the 2024 Program and was completed in fiscal 2025. During the three months ended June 28, 2025, we repurchased 143,282 shares under this program for $18.4 million at an average price of $128.70 per share. During the nine months ended June 28, 2025, we repurchased 314,344 shares under this program for $43.4 million at an average price of $138.19 per share. The nine months ended June 28, 2025 purchased amounts exclude excise tax on share repurchases of $0.4 million.

On May 14, 2025, the Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $100.0 million of our common stock (the “2026 Program”). The 2026 Program became effective upon completion of the 2025 Program and has no expiration. During the three months ended July 4, 2026, we repurchased 79,707 shares under this program for $20.6 million at an average price of $258.75 per share. During the nine months ended July 4, 2026, we repurchased 341,799 shares under this program for $63.6 million at an average price of $186.25 per share. As of July 4, 2026, $21.4 million of authority remained under the 2026 Program.

All shares repurchased under the aforementioned programs were recorded as treasury stock.

On June 5, 2026, we refinanced our then-existing revolving credit facility (as amended by that certain Amended and Restated Credit Agreement dated June 9, 2022, the "Prior Credit Facility"), by entering into a new five-year revolving credit facility (collectively with the Prior Credit Facility referred to as the "Credit Facility"), which extended the maturity from June 9, 2027 to June 5, 2031. The maximum commitment under the Credit Facility is $500 million and may be further increased to $750 million, generally by mutual agreement of the lenders and us, subject to certain customary conditions. During the nine months ended July 4, 2026, the highest daily borrowing under the Credit Facility was $233.0 million; the average daily borrowings were $127.6 million. During the nine months ended June 28, 2025, the highest daily borrowing was $125.0 million; the average daily borrowings were $33.3 million. As of July 4, 2026, we were in compliance with all our financial covenants relating to the Credit Facility

We have Master Accounts Receivable Purchase Agreements with MUFG Bank, New York Branch (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (the "MUFG RPA"), HSBC Bank (China) Company Limited, Xiamen branch (the "HSBC RPA") and other unaffiliated financial institutions, under which we may elect to sell receivables, at a discount. These facilities are uncommitted facilities. The maximum facility amount under the MUFG RPA as of July 4, 2026 is $340.0 million. The maximum facility amount under the HSBC RPA as of July 4, 2026 is $70.0 million. The MUFG RPA will be automatically extended each year unless any party gives no less than 10 days prior notice that the agreement should not be extended. The terms of the HSBC RPA are generally consistent with the terms of the MUFG RPA previously discussed.

We sold $225.2 million and $179.6 million of trade accounts receivable under these programs during the three months ended July 4, 2026 and June 28, 2025, respectively, in exchange for cash proceeds of $223.4 million and $177.8 million, respectively. We sold $664.8 million and $502.6 million of trade accounts receivable under these programs during the nine months ended July 4, 2026 and June 28, 2025, respectively, in exchange for cash proceeds of $659.3 million and $497.6 million, respectively. As of July 4, 2026 and September 27, 2025, $234.9 million and $214.4 million, respectively, of accounts receivables sold under trade accounts receivable programs and subject to servicing by us remained outstanding.

In all cases, the sale discount was recorded within "Miscellaneous, net" in the Condensed Consolidated Statements of Comprehensive Income in the period of the sale. For further information regarding the receivable sale programs, see Note 13, "Trade Accounts Receivable Sale Programs," in Notes to Condensed Consolidated Financial Statements.

Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents, potential borrowings under the Credit Facility, and our leasing capabilities should be sufficient to meet our working capital and fixed capital requirements, as well as execution upon our share repurchase authorizations as management deems appropriate, for the next twelve months. We believe our balance sheet is positioned to support the potential future challenges presented by macroeconomic factors including increased working capital requirements associated with longer lead-times for components, increased component and labor costs, and operating inefficiencies due to supply chain constraints. As of the end of the third quarter of fiscal 2026, cash and cash equivalents and restricted cash were $315 million, while debt, finance lease and other financing obligations were $275 million. If our future financing needs increase, then we may need to arrange additional debt or equity financing. Accordingly, we evaluate and consider from time to time various financing alternatives to supplement our financial resources. However, we cannot be assured that we will be able to make any such arrangements on acceptable terms or at all.

DISCLOSURE ABOUT CRITICAL ACCOUNTING ESTIMATES

Our critical accounting policies are disclosed in our 2025 Annual Report on Form 10-K. During the third quarter of fiscal 2026, there were no material changes.

NEW ACCOUNTING PRONOUNCEMENTS

See "Recently Issued Accounting Pronouncements Not Yet Adopted," in Note 1, "Basis of Presentation" in Notes to Condensed Consolidated Financial Statements regarding recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the third quarter of fiscal 2026, there were no material changes in our exposure to market risk from changes in foreign exchange and interest rates from those disclosed in our 2025 Annual Report on Form 10-K.

Foreign Currency Risk

Our international operations create potential foreign exchange risk. Our policy is to selectively hedge our foreign currency denominated transactions in a manner that partially offsets the effects of changes in foreign currency exchange rates. We typically use foreign currency contracts to hedge only those currency exposures associated with certain assets and liabilities denominated in non-functional currencies. Corresponding gains and losses on the underlying transaction generally offset the gains and losses on these foreign currency hedges. We cannot predict changes in currency rates, nor the degree to which we will be able to manage the impacts of currency exchange rate changes. Such changes could have a material effect on our business, results of operations and financial condition.

Our percentages of transactions denominated in currencies other than the U.S. dollar for the indicated periods were as follows:

Line itemThree Months EndedJuly 4,2026Three Months EndedJune 28,2025
Net Sales8%9%
Total Costs18%18%

We have evaluated the potential foreign currency exchange rate risk on transactions denominated in currencies other than the U.S. dollar for the periods presented above. Based on our overall currency exposure, as of July 4, 2026, a 10.0% change in the value of the U.S. dollar relative to our other transactional currencies would not have a material effect on our financial position, results of operations, or cash flows.

Interest Rate Risk

We have financial instruments, including cash equivalents and debt, which are sensitive to changes in interest rates. The primary objective of our investment activities is to preserve principal while maximizing yields without significantly increasing market risk. To achieve this, we limit the amount of principal exposure to any one issuer.

As of July 4, 2026, our only material interest rate risk was associated with our Credit Facility. Borrowings under the Credit Facility bear interest, at the Company's option, at a rate equal to an alternate base rate, Term SOFR, EURIBOR, or Daily Simple SONIA, plus, in each case, an applicable interest rate margin based on the ratio of the Company's then current consolidated total indebtedness (minus certain unrestricted cash and cash equivalents in an amount not to exceed $150 million) to consolidated EBITDA. The Company will also pay a fee on the daily unused commitments under the Second Amended and Restated Credit Agreement, based on the ratio of the Company's then current consolidated total debt (minus certain unrestricted cash and cash equivalents in an amount not to exceed $150 million) to consolidated EBITDA, of between 10 and 25 basis points. Based on our overall interest rate exposure, as of July 4, 2026, a 10.0% change in interest rates would not have a material effect on our financial position, results of operations, or cash flows.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission ("SEC") is recorded, processed, summarized and reported on a timely basis. The Company’s President and Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have reviewed and evaluated, with the participation of the Company’s management, the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report. Based on such evaluation, the CEO and CFO have concluded that, as of July 4, 2026, the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, (a) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act, and (b) in assuring that information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the third quarter of fiscal 2026, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the risks and uncertainties discussed herein, particularly those discussed in the “Safe Harbor” Cautionary Statement and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, see the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025 that have had no material changes.

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

The following table provides the specified information about the repurchases of shares by us during the three months ended July 4, 2026:

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum approximate dollar value of shares that may yet be purchased under the plans or programs (1)
April 5, 2026 - May 2, 202629,222$231.4329,222$35,232,086
May 3, 2026 - May 30, 202625,669263.2925,66928,473,728
May 31, 2026 - July 4, 202624,816286.2424,81621,370,307
Total79,707$258.7579,707

(1) On May 14, 2025, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $100.0 million of its common stock (the “2026 Program”). The 2026 Program became effective upon completion of the 2025 Program and has no expiration.

The table above reflects the maximum dollar amount remaining available for purchase under the 2026 Program as of July 4, 2026.

ITEM 5. OTHER INFORMATION

(c) During the third quarter of fiscal 2026, Michael Schrock, a member of Plexus' board of directors, adopted a Rule 10b5-1 trading arrangement on May 8, 2026. This arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 7,667 shares of the Company's common stock through August 1, 2027. None of our other directors or Section 16 officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K) during the quarter.

ITEM 6. EXHIBITS

The list of exhibits is included below.

Exhibit No.Exhibit
10.1Second Amended and Restated Credit Agreement, dated June 5, 2026, by and among Plexus Corp., certain of its subsidiaries from time to time party thereto as borrowers, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 5, 2026).
10.2*Retirement and Transition Agreement by and between Plexus Corp. and Patrick J. Jermain, dated April 28, 2026 (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 29, 2026).
31.1Certification of President and Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1Certification of the CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of the CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1Reconciliation of ROIC to GAAP and Economic Return Financial Statements.
101The following materials from Plexus Corp.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2026, formatted in Inline Extensible Business Reporting Language ("XBRL"): (i) the Condensed Consolidated Statements of Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) the information included in Part II, Item 5(c).
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
104The cover page from the Company’s Quarterly Report on Form 10-Q for the fiscal third quarter ended July 4, 2026, formatted in Inline XBRL and contained in Exhibit 101.
*Designates management compensatory plans or agreements.