Johnson Outdoors JOUT Form 10-Q filing Q3 FY2026

Index JOHNSON OUTDOORS INC.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(unaudited)

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

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1 BASIS OF PRESENTATION

The condensed consolidated financial statements included herein are unaudited. In the opinion of management, these statements contain all adjustments (consisting of only normal recurring items) necessary to present fairly the financial position of Johnson Outdoors Inc. and subsidiaries (collectively, the “Company”) as of July 3, 2026 and June 27, 2025, and their results of operations for the three and nine month periods then ended and cash flows for the nine month periods then ended. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2025 which was filed with the Securities and Exchange Commission on December 12, 2025.

All monetary amounts, other than share and per share amounts, are stated in thousands.

2 ACCOUNTS RECEIVABLE

Accounts receivable are stated net of allowances for credit losses of $1,423, $1,232 and $670 as of July 3, 2026, October 3, 2025 and June 27, 2025, respectively. The determination of the allowance for credit losses is based on a combination of factors. In circumstances where specific collection concerns about a receivable exist, a reserve is established to value the affected account receivable at an amount the Company believes will be collected. For all other customers, the Company recognizes allowances for credit losses based on historical experience of bad debts as a percent of accounts receivable outstanding for each business segment. Uncollectible accounts are written off against the allowance for credit losses after collection efforts have been exhausted. The Company typically does not require collateral on its accounts receivable.

3 EARNINGS PER SHARE (“EPS”)

Net income or loss per share of Class A common stock and Class B common stock is computed using the two-class method. Grants of restricted stock which receive non-forfeitable dividends are classified as participating securities and are required to be included as part of the basic weighted average share calculation under the two-class method.

Holders of Class A common stock are entitled to cash dividends equal to 110% of all dividends declared and paid on each share of Class B common stock. The Company grants shares of unvested restricted stock in the form of Class A shares, which carry the same distribution rights as the Class A common stock described above. As such, the undistributed earnings for each period are allocated to each class of common stock based on the proportionate share of the amount of cash dividends that each such class is entitled to receive.

Basic EPS

Basic net income or loss per share is computed by dividing net income or loss allocated to Class A common stock and Class B common stock by the weighted-average number of shares of Class A common stock and Class B common stock outstanding, respectively. In periods with cumulative year to date net income and undistributed income, the undistributed income for each period is allocated to each class of common stock based on the proportionate share of the amount of cash dividends that each such class is entitled to receive. In periods where there is a cumulative year to date net loss or no undistributed income because distributions through dividends exceed net income, Class B shares are treated as anti-dilutive and, therefore, net losses are allocated equally on a per share basis among all participating securities.

For the three and nine month periods ended July 3, 2026 and the three month period ended June 27, 2025, basic income per share for the Class A and Class B shares has been presented using the two class method and reflects the allocation of undistributed income described above. For the nine month period ended June 27, 2025, basic net loss per share for Class A and Class B shares was the same because there were no cumulative undistributed earnings.

Diluted EPS

Diluted net income per share is computed by dividing allocated net income by the weighted-average number of common shares outstanding, adjusted for the effect of dilutive stock options, restricted stock units (“stock units” or “units”) and non-vested restricted stock. Anti-dilutive stock options, units and non-vested stock are excluded from the

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calculation of diluted EPS. The computation of diluted net income per share of Class A common stock assumes that Class B common stock is converted into Class A common stock. Therefore, diluted net income per share is the same for both Class A and Class B common shares. In periods where the Company reports a net loss or no undistributed income because distributions through dividends exceed net income, the effect of anti-dilutive stock options and units is excluded and diluted loss per share is equal to basic loss per share for both classes of stock.

For the three and nine month periods ended July 3, 2026 and the three month period ended June 27, 2025, diluted net income per share reflects the effect of dilutive stock units and assumes the conversion of Class B common stock into Class A common stock. For the nine month period ended June 27, 2025, the effect of non-vested restricted stock units is excluded from the diluted loss per share calculation as their inclusion would have been anti-dilutive.

Shares of non-vested stock that could potentially dilute earnings per share in the future which were not included in the fully diluted computation because they would have been anti-dilutive totaled 156,842 and 95,654 for the three months ended July 3, 2026 and June 27, 2025, respectively, and 154,040 and 80,507 for the nine months ended July 3, 2026 and June 27, 2025, respectively. Stock units that could potentially dilute earnings per share in the future and which were not included in the fully diluted computation because they would have been anti-dilutive were 48,517 and 102,291 for the three months ended July 3, 2026 and June 27, 2025, respectively, and 57,945 and 101,638 for the nine months ended July 3, 2026 and June 27, 2025, respectively.

Dividends per share

Dividends per share for the three and nine month periods ended July 3, 2026 and June 27, 2025 were as follows:

4 STOCK-BASED COMPENSATION AND STOCK OWNERSHIP PLANS

The Company’s current stock ownership plans allow for issuance of stock options to acquire shares of Class A common stock by key executives and non-employee directors. Current plans also allow for issuance of shares of restricted stock, restricted stock units or stock appreciation rights in lieu of stock options.

Under the Company’s 2023 Non-Employee Director Stock Ownership Plan and the 2020 Long-Term Incentive Plan (the only plans where shares currently remain available for future equity incentive awards) there were a total of 645,732 shares of the Company’s Class A common stock available for future grant to non-employee directors and key executives at July 3, 2026. Share awards previously made under the Company's 2012 Non-Employee Director Stock Ownership Plan, which no longer allow for additional share grants, also remain outstanding.

Non-vested Stock

All shares of non-vested restricted stock awarded by the Company have been granted in the form of shares of Class A common stock at their fair market value on the date of grant and vest within one year from the date of grant for stock granted to directors and within a period ranging from one to four years from the date of grant for stock granted to officers and employees, based on the terms of the agreement with such officer or employee. The fair value at date of grant is based on the number of shares granted and the average of the Company’s high and low Class A common stock price on the date of grant or, if the Company’s Class A shares did not trade on the date of grant, the average of the Company’s high and low Class A common stock price on the last preceding date on which the Company’s Class A shares traded.

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A summary of non-vested stock activity for the nine months ended July 3, 2026 related to the Company’s stock ownership plans is as follows:

Non-vested stock grantees may elect to reimburse the Company for withholding taxes due as a result of the vesting of shares by tendering a portion of the vested shares back to the Company. Shares tendered back to the Company were 2,068 and 1,609 during the nine month periods ended July 3, 2026 and June 27, 2025, respectively.

Stock compensation expense, net of forfeitures, related to non-vested stock was $769 and $462 for the three month periods ended July 3, 2026 and June 27, 2025, respectively, and $2,189 and $1,278 for the nine month periods ended July 3, 2026 and June 27, 2025, respectively. Unrecognized compensation cost related to non-vested stock as of July 3, 2026 was $4,209, which amount will be amortized to expense through December 2028 or adjusted for changes in future estimated or actual forfeitures.

The fair value of restricted stock vested during the nine month periods ended July 3, 2026 and June 27, 2025 was $1,894 and $690, respectively.

Restricted Stock Units

All restricted stock units (RSUs) awarded by the Company have been granted in the form of units payable in shares of Class A common stock upon vesting. The units are valued at the fair market value of a share of Class A common stock on the date of grant and vest within one year from the date of grant for RSUs granted to directors, and subject to satisfaction of applicable performance and/or continued service criteria, three years from the date of grant for RSUs granted to employees. The fair value at the date of grant is based on the number of units granted and the average of the Company’s high and low Class A common stock trading price on the date of grant or, if the Company’s Class A shares did not trade on the date of grant, the average of the Company’s high and low Class A common stock trading price on the last preceding date on which the Company’s Class A shares traded.

A summary of RSU activity for the nine months ended July 3, 2026 follows:

The Company recognized expense related to RSUs of $187 and $520 for the three and nine month periods ended July 3, 2026, respectively. The Company recognized income related to RSUs of $660 and $384 for the three and nine month periods ended June 27, 2025, respectively, as a result of reversing compensation expense previously recognized due to an expectation that performance conditions would not be met for certain awards. Unrecognized compensation cost related to non-vested RSUs as of July 3, 2026 was $1,617, which amount will be amortized to expense through September 2028 or adjusted for changes in future estimated or actual forfeitures.

RSU grantees may elect to reimburse the Company for withholding taxes due as a result of the vesting of units and issuance of unrestricted shares of Class A common stock by tendering a portion of such unrestricted shares back to the Company. Shares tendered back to the Company for this purpose were 0 during both of the nine month periods ended July 3, 2026 and June 27, 2025.

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The fair value of restricted stock units recognized as a tax deduction during the nine month periods ended July 3, 2026 and June 27, 2025 was $0 and $0, respectively.

Compensation expense related to units earned by employees (as opposed to grants to outside directors) is based upon the attainment of certain pre-determined financial performance goals for the Company. For awards made in fiscal 2026, those goals are based on fiscal 2026 net sales and pre-tax income as a percentage of sales, weighted equally. The awards cover a one-year performance period but have a time based vesting requirement of three years. Awards are only paid if at least 70% of the target levels are met, and maximum payouts are made if 120% or more of target levels are achieved. The payouts for achievement at the threshold levels of performance are equal to 25% of the target award amount. The payouts for achievement at maximum levels of performance are equal to 200% of the target award amount for units granted in fiscal 2026.

For the units granted prior to fiscal 2026, the financial goals are related to cumulative net sales and cumulative pre-tax income, weighted equally, and are measured over a three-year performance period. Awards are only paid if at least 80% of the target levels are met, and maximum payouts are made if 120% or more of target levels are achieved. The payouts for achievement at the threshold levels of performance are equal to 50% of the target award amount. The payouts for achievement at maximum levels of performance are equal to 150% of the target award amount for units awarded prior to fiscal 2025 and payouts for achievement at maximum levels of performance are equal to 200% of the target award amount for units awarded in fiscal 2025. To the extent earned, awards are issued in shares of Company Class A common stock after the end of the vesting period.

Employees’ Stock Purchase Plan

The Company’s shareholders previously adopted the Johnson Outdoors Inc. 2009 Employees’ Stock Purchase Plan, which was most recently amended on March 2, 2017, but was terminated effective as of May 9, 2025. Prior to termination, this plan provided for the issuance of shares of Class A common stock at a purchase price of not less than 85% of the fair market value of such shares on the date of grant or on the date of purchase, whichever is lower.

During the three and nine month periods ended July 3, 2026, the Company issued 0 shares of Class A common stock and recognized $0 of income in connection with the Employees' Stock Purchase Plan. During the three month period ended June 27, 2025, the Company issued 6,203 shares of Class A common stock and recognized $86 of expense in connection with this plan. During the nine month period ended June 27, 2025, the Company issued 6,203 shares of Class A common stock and recognized $79 of expense in connection with this plan.

5 LEASES

The Company leases certain facilities and machinery and equipment under long-term, non-cancelable operating leases. The Company determines if an arrangement is a lease at inception.

As of July 3, 2026, the Company had approximately 150 leases, with remaining terms ranging from less than one year to 14 years. Some of the leases contain variable payment terms, such as payments based on fluctuations in the Consumer Price Index (CPI). Some leases also contain options to extend or terminate the lease. To the extent the Company is reasonably certain to exercise these options, they have been considered in the calculation of the right-of-use ("ROU") assets and lease liabilities. Under current lease agreements, there are no residual value guarantees or restrictive lease covenants. In calculating the ROU assets and lease liabilities, several assumptions and judgments were made by the Company, including whether a contract is or contains a lease under the applicable definition, and the determination of the discount rate, which is assumed to be the incremental borrowing rate. The incremental borrowing rate is derived from information available to the Company at the lease commencement date based on lease length and location.

The components of lease expense recognized in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended July 3, 2026 and June 27, 2025 were as follows:

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Included in the amounts in the table above were rent expense to related parties of $332 and $959 for the three and nine months ended July 3, 2026, respectively, and $314 and $941 for the three and nine months ended June 27, 2025, respectively.

As of July 3, 2026, the Company did not have any finance leases or sublease agreements. Additionally, the Company does not have any leases in which it is the lessor. While the Company extended or renewed various existing leases during the quarter, there were no significant new leases entered into during the quarter ended July 3, 2026. As of July 3, 2026, the Company did not have any significant operating lease commitments that have not yet commenced. Supplemental balance sheet, cash flow, and other information related to operating leases was as follows:

Future minimum rental commitments under non-cancelable operating leases with an initial lease term in excess of one year at July 3, 2026 were as follows:

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6 INCOME TAXES

For the three and nine months ended July 3, 2026 and June 27, 2025, the Company’s earnings before income taxes, income tax expense and effective income tax rate were as follows:

The change in the Company’s effective tax rate for the three and nine months ended July 3, 2026 compared to the three and nine months ended June 27, 2025 was primarily due to the impact of U.S. tariff refunds received increasing the U.S. income and overall income tax expense during the period. The Company's effective tax rate is impacted by valuation allowances in domestic and certain foreign tax jurisdictions and, as a result, changes in the geographic source of Company profits or losses between periods can, in certain instances, have varying impacts on the Company's effective tax rate during a particular period.

The Company maintains valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. In determining whether a valuation allowance is required, the Company considers such factors as prior earnings history, expected future earnings, carry-back and carry-forward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. Due to recent operating losses in the U.S., the Company has evaluated the realizability of U.S. net deferred tax assets. The Company determined during fiscal year 2025 that it was more likely than not that certain deferred tax assets will not be realized and a valuation allowance was reported against the net deferred tax assets for the U.S.

The impact of the Company’s operations in jurisdictions where a valuation allowance is assessed is removed from the overall effective tax rate methodology and recorded directly based on year-to-date results for the year for which no tax expense or benefit can be recognized. The significant tax jurisdictions that have a valuation allowance for the periods ended July 3, 2026 and June 27, 2025 were:

July 3, 2026 June 27, 2025

Indonesia Indonesia

Switzerland Switzerland

United States

The Company regularly assesses the adequacy of its provisions for income tax contingencies in accordance with the applicable authoritative guidance on accounting for income taxes. As a result, the Company may adjust the reserves

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for unrecognized tax benefits due to the impact of changes in its assumptions or as a result of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities and lapses of statutes of limitation.

In accordance with its accounting policy, the Company recognizes accrued interest and penalties related to unrecognized benefits as a component of income tax expense.

On July 4, 2025, the One Big Beautiful Bill (OBBB) Act, which includes a broad range of tax reform provisions, was signed into law in the United States. We do not expect the Act to have a material impact.

7 INVENTORIES

The Company values inventory at the lower of cost (determined using the first-in first-out method) or net realizable value. Inventories at the end of the respective periods consisted of the following:

8 GOODWILL

The changes in goodwill during the nine months ended July 3, 2026 and June 27, 2025 were as follows:

The goodwill at July 3, 2026 relates to the acquisition of Endless Summer Technologies Proprietary, Ltd. in the Company's Diving segment. See Note 18 below for additional information on this acquisition.

The Company evaluates the carrying value of goodwill for a reporting unit on an annual basis or more frequently when events and circumstances warrant such an evaluation. In conducting this analysis, the Company uses the income approach to compare the reporting unit's carrying value to its indicated fair value. Fair value is determined primarily by using a discounted cash flow methodology that requires considerable management judgment and long-term assumptions and is considered a Level 3 (unobservable) fair value determination in the fair value hierarchy (see Note 12) below.

9 WARRANTIES

The Company provides warranties on certain of its products as they are sold. The following table summarizes the Company’s warranty activity for the nine months ended July 3, 2026 and June 27, 2025.

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10 CONTINGENCIES

The Company is subject to various legal actions and proceedings in the normal course of business, including those related to commercial disputes, product liability, intellectual property and regulatory matters. The Company is insured against loss for certain of these matters. Although litigation is subject to many uncertainties and the ultimate exposure with respect to these matters cannot be ascertained, management does not believe the final outcome of any pending litigation will have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company.

In February 2026, the United States Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not authorized by statute. Following the ruling, the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to suspend collection of such tariffs and to establish a process to refund amounts previously collected. During the third fiscal quarter, the Company filed refund claims with CBP related to eligible tariff payments previously paid on imports in fiscal 2025 and early 2026. As of July 3, 2026, the Company received $15,600, representing refunds of substantially all claims submitted. Exclusive of an immaterial amount of interest, the refunds were recognized as a reduction of cost of goods sold in the Company's condensed consolidated statements of operations for the three and six months ended July 3, 2026.

Following these rulings, new tariffs were imposed under other laws in addition to existing non-IEEPA tariffs. We continue to analyze the impact of changes in tariffs and what steps, if any, we may take to mitigate their impact.

11 INDEBTEDNESS

The Company had no debt outstanding at July 3, 2026, October 3, 2025, or June 27, 2025.

Revolver

The Company and certain of its subsidiaries entered into an unsecured credit facility with PNC Bank National Association and Associated Bank, N.A. ("the Lending Group") dated as of November 15, 2017. This credit facility consisted of a $75 million Revolving Credit Facility among the Company, certain of the Company’s subsidiaries, PNC Bank National Association, as lender and as administrative agent, and the other lender named therein (as amended, the “Credit Agreement” or “Revolver”). The Revolver provides for borrowing of up to an aggregate principal amount not to exceed $75,000 with a $50,000 accordion feature that gave the Company the option to request an increase of the maximum financing availability (i.e., an aggregate borrowing amount of $125,000) subject to the conditions of the Credit Agreement and subject to the approval of the lenders.

On July 15, 2021, the Company entered into a First Amendment to this credit facility that extended its expiration date from November 15, 2022, to July 15, 2026. On January 29, 2025, the Company entered into a Second Amendment to this credit facility that reduced the Revolver to $50,000 (but maintained the accordion feature) and modified the terms of the Credit Agreement.

Effective as of December 9, 2025, the Company and certain of its subsidiaries entered into a Second Amended and Restated Credit Agreement which amends and restates the Company’s Amended and Restated Credit Agreement dated as of November 15, 2017, as previously amended effective July 15, 2021 and January 29, 2025, among the Company, certain of the Company’s subsidiaries named therein, PNC Bank, National Association, as lender and as administrative agent, PNC Capital Markets LLC, as sole lead arranger and bookrunner, and the other lender named therein. The material provisions of the new Credit Agreement are as follows:

• The new Credit Agreement provides for borrowings of up to an aggregate principal amount not to exceed $50 million through December 9, 2029 (i.e., the maturity date), including letter of credit and swingline borrowing sublimits of $10 million each;
• Borrowings under the new Credit Agreement are secured generally by substantially all of the personal property of the Company and the subsidiary borrowers. The restated credit facility requires springing borrowing base certificate requirements if the availability under the facility is less than $25 million;
• The restated Credit Agreement provides the Company with the option to request additional increases in the revolving credit facility for an additional aggregate amount of $50 million (i.e., an aggregate borrowing amount of $100 million) subject to the conditions of the Credit Agreement and subject to the approval of the Lenders;
• Interest is payable under the restated Credit Agreement, at the Company’s option, based upon an overnight bank rate, SOFR or the prime rate plus an applicable margin and it resets the interest rate calculation at the
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Company’s option on an either one, three or six month basis by instituting an applicable margin based on the Company’s net leverage ratio (net of up to $25 million in unrestricted cash and cash equivalents on hand) for the trailing twelve month period. The applicable SOFR margin ranges from 1.25 percent to 2.00 percent;

• The restated Credit Agreement requires the Company to maintain a net leverage ratio of less than 3:00 to 1.00 and an interest coverage ratio of not less than 3.50 : 1.00, each tested on a quarterly basis; and
• The restated Credit Agreement restricts the Company’s ability to incur additional debt and engage in certain asset or stock acquisitions or dispositions and includes maximum leverage ratio and minimum interest coverage ratio covenants.

The interest rates on the Revolver at July 3, 2026 and June 27, 2025 were approximately 4.8% and 5.4%, respectively.

Other Borrowings

The Company had no unsecured revolving credit facilities at its foreign subsidiaries as of July 3, 2026 or June 27, 2025. The Company utilizes letters of credit primarily as security for the payment of future claims under its workers’ compensation insurance, which totaled approximately $51 and $67 as of July 3, 2026 and June 27, 2025, respectively.

12 FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an 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. A fair value hierarchy has been established based on three levels of inputs, of which the first two are considered observable and the last unobservable.

• Level 1 - Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets or liabilities.
• Level 2 - Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments.
• Level 3 - Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

The carrying amounts of accounts receivable, accounts payable and accrued expenses approximated their fair values at July 3, 2026, October 3, 2025 and June 27, 2025 due to the short term maturities of these instruments. See Note 13 for discussion of fair value of cash and cash equivalents. When indicators of impairment are present, the Company may be required to value certain long-lived assets such as property, plant, and equipment, and other intangibles at their fair value.

Valuation Techniques

Rabbi Trust Assets

Rabbi trust assets are classified as trading securities and are comprised of marketable debt and equity securities that are marked to fair value based on unadjusted quoted prices in active markets. The rabbi trust assets are used to fund amounts the Company owes to certain officers and other employees under the Company’s non-qualified deferred compensation plan. These assets are reported as "Deferred compensation plan assets" in the accompanying Condensed Consolidated Balance Sheets, and the mark to market adjustments on the assets are recorded in “Other income, net” in the accompanying Condensed Consolidated Statements of Operations. The offsetting deferred compensation liability is also reported at fair value as "Deferred compensation liability" in the accompanying Condensed Consolidated Balance Sheets. Changes in the liability are recorded in "Administrative management, finance and information systems" expense in the accompanying Condensed Consolidated Statements of Operations.

Marketable Securities

Marketable securities are classified as available-for-sale, with fair values determined using significant other observable inputs, which include quoted prices in markets that are not active, quoted prices of similar securities, recently executed transactions, broker quotations, and other inputs that are observable.

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The following table summarizes the Company’s financial assets measured at fair value as of July 3, 2026:

The following table summarizes the Company’s financial assets measured at fair value as of October 3, 2025:

The following table summarizes the Company’s financial assets measured at fair value as of June 27, 2025:

The effect of changes in the fair value of financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three and nine month periods ended July 3, 2026 and June 27, 2025 was:

There were no assets or liabilities measured at fair value on a non-recurring basis in periods subsequent to their initial recognition for either of the nine month periods ended July 3, 2026 or June 27, 2025.

13 CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES

The Company considers all short-term investments in interest bearing accounts and all securities and other instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost which approximates market value.

The Company has classified all marketable securities as available-for-sale which requires the securities to be reported at estimated fair value, with unrealized gains and losses, net of tax, reported as a separate component of accumulated other comprehensive income in the Condensed Consolidated Statements of Shareholders' Equity.

Cost for marketable securities is determined using the specific identification method. A summary of the amortized costs and fair values of the Company’s marketable securities at the end of the period presented is shown in the following table. All of the Company’s marketable securities are classified as Level 2, as defined by FASB ASC 820, with fair values determined using significant other observable inputs, which include quoted prices in markets that are

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not active, quoted prices of similar securities, recently executed transactions, broker quotations, and other inputs that are observable.

There were no marketable securities held as of July 3, 2026 or October 3, 2025. The following table summarizes the Company’s marketable securities measured at fair value as of June 27, 2025:

There were no purchases or sales of available-for-sale securities during the nine month periods ended July 3, 2026 or June 27, 2025, respectively. Proceeds from the maturities of available-for-sale securities were $0 and $14,021 for the nine month period ended July 3, 2026 and June 27, 2025, respectively. No unrealized gains or losses were reclassified out of accumulated other comprehensive income during the same periods.

At June 27, 2025, contractual maturities were all within one year from the period end and therefore were classified as Short term investments on the accompanying Condensed Consolidated Balance Sheets.

14 NEW ACCOUNTING PRONOUNCEMENTS

Recently adopted accounting pronouncements

In November 2023, the Financial Accounting Standards Board (FASB), issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is intended to improve the disclosures about a public entity's reportable segments and address requests from investors for additional, more detailed information about a reportable segment's expenses. The amendments in this ASU do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments to this standard apply to all public entities that are required to report segment information in accordance with Topic 280, Segment Reporting and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ending October 3, 2025 and subsequent interim periods. The adoption of this standard did not impact the Company’s results of operations or financial position. See Note 16 Segments of Business for the new disclosures required by the standard.

Recently issued accounting pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326). The update permits entities to elect a practical expedient for estimating expected credit losses on current trade receivables and current contract assets by assuming that conditions existing at the balance sheet date will remain unchanged over the life of those assets. The updated standard is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of the amendment to this standard on its consolidated financial statements.

In November 2024, the FASB, issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date, which is intended to clarify the effective date of ASU No. 2024-03. As clarified in ASU 2025-01, the new guidance is effective for annual reporting periods beginning after December 15, 2026 with early adoption permitted. While we anticipate that the adoption of this standard will require additional disclosures, the Company is currently assessing the impact of the amendment to this standard on its consolidated financial statements.

In December 2023, the FASB, issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for the Company in fiscal 2026 on a prospective basis, with early adoption permitted. The Company is currently evaluating the impacts of ASU 2023-09 on its income tax disclosures. Adoption

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is expected to result in expanded qualitative and quantitative disclosures in the Company’s annual financial statements, including increased disaggregation within the effective tax rate reconciliation and additional detail related to income taxes paid by jurisdiction. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial position, results of operations, or cash flows.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU covers a variety of codification topics, and the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all entities within the scope of the affected Codification subtopics, if, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the Codification and will not become effective for any entities. The Company will monitor the removal of various requirements from the current regulations to determine when to adopt the related amendments, but it does not anticipate that the adoption of the new guidance will have a material impact on the Company’s consolidated financial statements and related disclosures.

15 REVENUES

Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our goods at a point in time based on shipping terms and transfer of title. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. The amount of consideration received can vary, primarily because of customer incentive or rebate arrangements. The Company estimates variable consideration based on the expected value of total consideration to which customers are likely to be entitled based on historical experience and projected market expectations. Included in the estimate is an assessment as to whether any variable consideration is constrained. Revenue estimates are adjusted at the earlier of a change in the expected value of consideration or when the consideration becomes fixed. For all contracts with customers, the Company has not adjusted the promised amount of consideration for the effects of a significant financing component as the period between the transfer of the promised goods and the customer's payment is expected to be one year or less. Sales are made on normal and customary short-term credit terms, generally ranging from 30 to 90 days, or upon delivery of point of sale transactions. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

The Company enters into contractual arrangements with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company does not have contracts which are satisfied over time. Due to the nature of these contracts, no significant judgment exists in relation to the identification of the customer contract, satisfaction of the performance obligation, or transaction price. The Company expenses incremental costs of obtaining a contract due to the short-term nature of the contracts.

Estimated costs of returns, allowances and discounts, based on historic experience, are accrued as a reduction to sales when revenue is recognized. The Company provides customers the right to return eligible products under certain circumstances. At July 3, 2026, the right to returns asset was $1,186 and the accrued returns liability was $3,078. At June 27, 2025, the right to returns asset was $1,447 and the accrued returns liability was $3,783. The Company also offers assurance-type warranties relating to its products sold to end customers that continue to be accounted for under ASC 460 Guarantees.

The Company accounts for shipping and handling activities as a fulfillment activity, consistent with the timing of revenue recognition; that is, when a customer takes control of the transferred goods. In the event that a customer were to take control of a product upon or after shipment, the Company has made an accounting policy election to treat such shipping and handling activities as a fulfillment cost. Shipping and handling fees billed to customers are included in "Net Sales," and shipping and handling costs are recognized within "Marketing and selling expenses" in the same period the related revenue is recognized.

The Company has a wide variety of seasonal, outdoor recreation products used primarily for fishing from a boat, diving, paddling, hiking and camping, that are sold to a variety of customers in multiple end markets. The revenue recognition policies are similar among all the various products sold by the Company.

See Note 16 for required disclosures of disaggregated revenue.

16 SEGMENTS OF BUSINESS

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The Company conducts its worldwide operations through separate business segments, each of which represents major product lines. Operations are conducted in the United States and various foreign countries, primarily in Europe, Canada and the Pacific Basin.

The Company’s Chief Executive Officer, who has been identified as the chief operating decision maker, "CODM," primarily uses operating profit as the measure of profit or loss to assess segment performance and allocate resources. Operating profit represents net sales less cost of goods sold and operating expenses. Net Sales are directly attributed to each segment. Segment operating expenses include operating expenses directly attributable to the segment, as well as certain shared corporate administration and other costs which are allocated to the segments in a reasonable manner considering the specific facts and circumstances of the expenses being allocated. The CODM evaluates segment profitability based on operating profit (loss) because it provides key insights to operational leverage and other key operational metrics for each segment. Additionally, segment operating profit (loss) is used in the annual budgeting and forecasting process, and budget-to-actual and forecast-to-actual variances are considered when determining how resources should be allocated to each segment.

Net sales and operating profit include both sales to customers, as reported in the Company’s accompanying Condensed Consolidated Statements of Operations, and interunit transfers, which are priced to recover cost plus an appropriate profit margin. Total assets represent assets that are used in the Company’s operations in each business segment at the end of the periods presented.

A summary of the Company’s operations by business segment is presented below:

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Other Segment Information

During the three and nine month periods ended July 3, 2026, one customer of the Company's Fishing and Camping & Watercraft Recreation segments accounted for more than 10% of the Company's consolidated revenues, which amounted to sales of approximately $28,573 and $108,252, respectively. During the three and nine month periods ended June 27, 2025, one customer of the Company's Fishing and Camping & Watercraft Recreation segments each accounted for more than 10% of the Company's consolidated revenues, which amounted to sales of approximately $34,171 and $95,215, respectively.

17 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in Accumulated Other Comprehensive Income (“AOCI”) by component, net of tax, for the nine months ended July 3, 2026 were as follows:

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The changes in AOCI by component, net of tax, for the nine months ended June 27, 2025 were as follows:

The reclassifications out of AOCI for the three and nine months ended July 3, 2026 and June 27, 2025 were as follows:

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18 ACQUISITIONS

On October 25, 2024, the Company acquired all the outstanding common stock of Endless Summer Technologies Proprietary, Ltd ("EST") and related patents and other assets used in EST's business and operations in a purchase transaction with EST's sole shareholder (the "Seller"). EST, based in Durban, South Africa, has been a long-term supplier of products to the Company and it specializes in the design, development and manufacturing of scuba equipment through unique application of existing, new and emerging technologies. The EST acquisition is included in the Company's Diving segment, and is expected to provide new innovative products, unlock synergies and enhance operating efficiencies for the Diving segment.

The approximately $12,197 acquisition cost was funded with existing cash. Approximately $1,650 of the purchase price was paid into segregated escrow accounts which were set aside to fund (1) any potential downward purchase price adjustment tied to cash, debt and net working capital levels as of the closing or (2) potential indemnity claims that may be made by the Company against the Seller in connection with the inaccuracy of certain representations and warranties made by the Seller or related to the breach or nonperformance of certain other actions, agreements or conditions related to the acquisition, for a period of 24 months from the acquisition date. The Company cannot estimate the probability or likelihood of bringing such an indemnity claim against the Seller or any related costs at this time. The remaining escrow balance, if any, net of any indemnity claim then pending, will be released to the Seller once the 24 month period has lapsed.

The Company finalized the purchase accounting during the fourth quarter of fiscal 2025, and there were no material adjustments made during the measurement period. The following table summarizes the fair values of the assets acquired and liabilities assumed, and the resulting goodwill acquired at the date of acquisition:

Pro forma financial information has not been presented because such amounts are not material to the unaudited condensed consolidated financial statements.

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Total transaction costs incurred for the acquisition were approximately $635, of which approximately $110 was recognized during the nine months ended June 27, 2025, and the remainder was recognized in fiscal 2024. The costs are included in Administrative management, finance and information systems expenses in the accompanying Condensed Consolidated Statements of Operations.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) includes comments and analysis relating to the results of operations and financial condition of Johnson Outdoors Inc. and its subsidiaries (collectively, the “Company”) as of and for the three and nine month periods ended July 3, 2026 and June 27, 2025. All monetary amounts, other than share and per share amounts, are stated in thousands.

This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related notes that immediately precede this section, as well as the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2025 which was filed with the Securities and Exchange Commission on December 12, 2025.

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As discussed in "Note 10 - Contingencies," during the third fiscal quarter, the Company submitted claims for refunds of IEEPA tariffs previously paid on imports in fiscal 2025 and early 2026. Refunds received through July 3, 2026 totaled approximately $15,600, including interest. The Company recognized a benefit in Cost of sales on the accompanying Condensed Consolidated Statements of Operations for $15,015 representing the portion of the refund relating to products previously sold.

Seasonality

The Company’s business is seasonal in nature. The third fiscal quarter traditionally falls within the Company’s primary selling season for its warm-weather outdoor recreation products. The table below sets forth a historical view of the Company’s seasonality during the last three fiscal years.

Results of Operations

The Company’s net sales and operating profit (loss) by business segment for the periods shown below were as follows:

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See “Note 16 – Segments of Business” of the notes to the accompanying Condensed Consolidated Financial Statements for the definition of segment net sales and operating profit.

Net Sales - Third Fiscal Quarter

Consolidated net sales for the three months ended July 3, 2026 were $189,731, an increase of $9,076, or 5%, compared to $180,655 for the three months ended June 27, 2025. Foreign currency translation had a negligible impact on current year third quarter consolidated net sales compared to the prior year's third quarter consolidated net sales.

Net sales for the three months ended July 3, 2026 for the Fishing business were $149,985, an increase of $9,306, or 7%, from $140,679 during the third fiscal quarter of the prior year. The increase in sales in this segment between quarters was mainly due to a stronger competitive position in the market for Company products and product pricing increases between periods.

Net sales for the Camping & Watercraft Recreation business were $16,432 for the third quarter of the current fiscal year, a decrease of $2,476, or 13%, from the prior year net sales during the same period of $18,908. The decline was driven primarily by the unfavorable impact of continuing weak marketplace conditions for the segment.

Net sales for Diving for the third quarter of fiscal 2026 were $23,313, which increased $2,112, or 10%, compared to net sales of $21,201 for the three months ended June 27, 2025. The sales increase over the prior year third quarter was primarily driven by strong sales in the U.S. and Asian marketplaces. Additionally, foreign currency translation had a favorable impact of approximately 2% on sales in this segment in the current year quarter versus the prior year quarter.

Net Sales - Year-To-Date

Consolidated net sales for the nine months ended July 3, 2026 were $525,146, an increase of $68,493, or 15.0%, compared to $456,653 for the nine months ended June 27, 2025. Foreign currency translation had an impact of less than 1% on net sales of the current year to date period compared to the prior year to date period.

Net sales for the nine months ended July 3, 2026 for the Fishing business were $421,380, an increase of $63,338, or 18%, from $358,042 during the prior year to date period. The increase in sales in this segment between year to date periods was mainly due to sales generated by a stronger competitive position for Company products and product pricing increases between periods.

Net sales for the nine months ended July 3, 2026 for the Camping & Watercraft Recreation business were $45,086, a decrease of $1,125, or 2%, from the prior year net sales during the same period of $46,211 due primarily to the unfavorable impact of a continuing weak end-market for watercraft recreation products.

Net sales for the nine months ended July 3, 2026 for the Diving business were $58,602, an increase of $5,897, or 11%, compared to net sales of $52,705 for the nine months ended June 27, 2025. The sales increase over the prior year to date period was primarily driven by an improved market position and the success of new products introduced during the current year to date period. Additionally, foreign currency translation had a favorable impact of approximately 3% on sales in this segment versus the prior year to date period.

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Cost of Sales

Cost of sales for the three months ended July 3, 2026 of $103,796 decreased $8,932 compared to $112,728 for the three months ended June 27, 2025. The decline year over year is driven primarily by the refund of approximately $15,000 of IEEPA tariffs received by the Company during the current year quarter which were recognized as a reduction to Cost of sales. The impact of these refunds was offset in part by additional costs related to increased sales volumes and higher costs of raw materials.

Cost of sales for the nine months ended July 3, 2026 of $312,113 increased $14,436 compared to $297,677 for the nine months ended June 27, 2025, due primarily to the increase in sales volumes over the prior year to date period as well as higher costs of raw materials and components incurred in the current year to date period. The cost increases were offset in part by the tariff refunds noted above and lower labor and overhead costs driven by volume efficiencies and cost cutting initiatives implemented by the Company during the current year to date period.

Gross Profit Margin

For the three months ended July 3, 2026, gross profit as a percentage of net sales increased to 45.3% compared to 37.6% in the three month period ended June 27, 2025. The IEEPA tariff refunds noted above drove 7.9 points of improvement over the prior year period. Improved overhead absorption driven by higher sales volumes between the quarters, pricing actions taken by the Company and cost saving initiatives offset the impact of raw material cost increases and additional tariffs paid in the current quarter.

For the nine months ended July 3, 2026, gross profit as a percentage of net sales increased to 40.6% compared to 34.8% in the nine months ended June 27, 2025. The IEEPA tariff refunds noted above drove 2.9 points of the improvement between periods. Additionally, pricing actions taken by the Company, improved overhead absorption and cost savings initiatives more than offset the impact of higher material costs incurred in the current year to date period to further drive margin improvement.

Operating Expenses

Operating expenses were $67,592 for the three months ended July 3, 2026, compared to $60,597 for the three months ended June 27, 2025. The main drivers of the $6,995 increase between quarters were higher sales-volume related costs as well as increased variable compensation costs.

Operating expenses were $187,253 for the nine months ended July 3, 2026, compared to $166,984 for the nine months ended June 27, 2025. The main drivers of the $20,269 increase between year to date periods were higher sales-volume related costs, higher variable compensation costs and additional professional services expense in the current year to date period.

Operating Profit/Loss

Operating profit on a consolidated basis for the three month period ended July 3, 2026 was $18,343, compared to $7,330 in the third quarter of the prior fiscal year. As discussed above, the improvement in operating profit between quarters was driven primarily by the receipt of the IEEPA tariff refunds offset in part by the impact of higher operating expenses.

Operating profit on a consolidated basis for the nine month period ended July 3, 2026 was $25,780, compared to an operating loss of $8,008 in the prior year to date period. As discussed above, the improvement in operating profit (loss) was driven primarily by the receipt of the IEEPA tariff refunds in addition to an increase in sales between periods.

Interest

Interest expense was $50 and $49 for the three months ended July 3, 2026 and June 27, 2025, respectively, and $155 and $164 for the nine months ended July 3, 2026 and June 27, 2025, respectively.

Interest income was $1,199 and $927 for the three months ended July 3, 2026 and June 27, 2025, respectively, and $3,151 and $2,585 for the nine months ended July 3, 2026 and June 27, 2025, respectively. The current year quarter and year-to-date periods include $310 of interest income received on IEEPA tariff refunds.

Other Expense (Income), net

Other income was $3,778 for the three months ended July 3, 2026 compared to $2,292 in the prior year period. The main drivers of the $1,486 increase period over period was a $913 increase in net investment gains and earnings on the assets related

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to the Company's non-qualified deferred compensation plan in the current year quarter, entirely offset as an increase to operating expense between the same quarters. Additionally, for the three months ended July 3, 2026, foreign currency exchange gains were $465 compared to foreign currency exchange losses of $457 for the three months ended June 27, 2025.

Other income was $3,446 for the nine months ended July 3, 2026 compared to $1,318 in the prior year period. The $2,128 increase was primarily attributable to a $1,552 increase in net investment gains and earnings on the assets related to the Company's non-qualified deferred compensation plan in the current year-to-date period, entirely offset as an increase to operating expense between the same periods. Additionally, foreign currency exchange gains were $592 for the nine months ended July 3, 2026, compared to foreign currency exchange losses of $274 for the nine months ended June 27, 2025.

Income Tax Expense

The Company’s provision for income taxes is based upon estimated annual effective tax rates in the tax jurisdictions in which the Company operates. The Company recorded income tax expense of $8,322 and $11,165, respectively, in the three and nine month periods ended July 3, 2026 which equated to an effective tax rate of 35.8% and 34.7%, respectively. The effective tax rate was impacted by the IEEPA tariff refunds, discussed above, which increased income in the U.S. and overall income tax expense during the period. The Company recorded an expense of $2,758 during the three months ended June 27, 2025, which equated to an effective tax rate of 26.3%. The Company recorded expense of $975 during the nine months ended June 27, 2025, which equated to an effective tax rate of (22.8)%.

Net Income/Loss

Net income for the three months ended July 3, 2026 was $14,948, or $1.42 per diluted common class A and B share, compared to $7,742, or $0.75 per diluted common class A and B share, for the third quarter of the prior fiscal year.

Net income for the nine months ended July 3, 2026 was $21,057, or $2.00 per diluted common class A and B share, compared to net loss of $5,244, or $0.52 per diluted common class A and B share, during the corresponding period of the prior fiscal year.

Liquidity and Financial Condition

Cash and cash equivalents and short term investments totaled $175,245 as of July 3, 2026, compared to $161,022 as of June 27, 2025. The Company’s debt to total capitalization ratio was 0% as of July 3, 2026 and June 27, 2025. The Company’s total debt balance was $0 as of each of July 3, 2026 and June 27, 2025. See “Note 11 – Indebtedness” in the notes to the Company’s accompanying condensed consolidated financial statements for further discussion of our credit facilities.

Accounts receivable, net of allowance for credit losses, were $76,414 as of July 3, 2026, a decrease of $5,579 compared to $81,993 as of June 27, 2025. Inventories were $188,263 as of July 3, 2026, an increase of $24,531, compared to $163,732 as of June 27, 2025. The increase in inventory balances was primarily the result of increased costs and a strategic ramp-up of inventory and safety stock in response to higher sales volumes experienced period over period. Accounts payable were $53,192 at July 3, 2026 compared to $43,478 as of June 27, 2025. The increase of $9,714 is consistent with the increase in inventory between periods.

The Company’s cash flows from operating, investing and financing activities, as presented in the Company’s accompanying Condensed Consolidated Statements of Cash Flows, are summarized in the following table:

Operating Activities

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Cash provided by operations totaled $26,994 for the nine months ended July 3, 2026 compared to $32,810 during the corresponding period of the prior fiscal year. The decrease in cash provided by operations over the prior year nine month period was due primarily to inventory changes between periods offset in part by higher income in the current year to date period. Depreciation and amortization charges were $15,015 for the nine month period ended July 3, 2026 compared to $15,299 for the corresponding period of the prior year.

Investing Activities

Cash used for investing activities totaled $16,329 for the nine months ended July 3, 2026 compared to $10,002 for the corresponding period of the prior fiscal year. The prior year period reflects $12,197 paid to acquire a business, partially offset by proceeds from maturity of investments of $14,021. Capital expenditures were $16,350 in the nine months ended July 3, 2026, compared to $11,826 in the prior year to date period. Any additional capital expenditures in fiscal 2026 are expected to be funded by working capital.

Financing Activities

Cash used for financing activities totaled $10,317 for the nine months ended July 3, 2026 compared to $10,142 for the nine month period ended June 27, 2025 and represents the payment of dividends and purchase of treasury stock for both periods. The Company had no debt during either nine month period ended July 3, 2026 and June 27, 2025. See Note 11 "Indebtedness" to the accompanying Condensed Consolidated Financial Statements for additional information on our credit facilities.

As of July 3, 2026 the Company held approximately $69,226 of cash, cash equivalents and short-term investments in bank accounts in foreign taxing jurisdictions.

Contractual Obligations and Off Balance Sheet Arrangements

The Company has contractual obligations and commitments to make future payments including under operating leases and open purchase orders. There have been no changes outside of the ordinary course of business in the specified contractual obligations during the quarter ended July 3, 2026.

The Company utilizes letters of credit primarily as security for the payment of future claims under its workers compensation insurance. Letters of credit outstanding were approximately $51 and $67 as of July 3, 2026 and June 27, 2025, respectively.

The Company has no other off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The Company’s critical accounting policies and estimates are identified in the Company’s Annual Report on Form 10-K for the fiscal year ending October 3, 2025 in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Critical Accounting Estimates,” which was filed with the Securities and Exchange Commission on December 12, 2025. There were no significant changes to the Company’s critical accounting policies and estimates during the nine months ended July 3, 2026.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk in foreign currency exchange rates, interest rates, commodity prices and inflation. For a discussion of exposure to market risk, refer to the Company’s Annual Report on Form 10-K for the fiscal year ending October 3, 2025, in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Market Risk Management,” which was filed with the Securities and Exchange Commission on December 12, 2025. There have been no significant changes to our market risk in the nine months ended July 3, 2026.

Item 4. Controls and Procedures

The Company maintains 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”)) that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions

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regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective at reaching a level of reasonable assurance. It should be noted that in designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures. The Company has designed its disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives.

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 occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company may be involved in various legal proceedings from time to time. We do not believe we are currently involved in any claim or action the ultimate disposition of which would have a material adverse effect on our financial statements.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our Form 10-K for the fiscal year ending October 3, 2025 as filed with the Securities and Exchange Commission on December 12, 2025.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

(c) Trading Plans.

During the three month period ended July 3, 2026, no director or officer of the Company 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, nor did the Company during such fiscal quarter adopt or terminate any “Rule 10b5-1 trading arrangement.”

Item 6. Exhibits

See Exhibit Index to this Form 10-Q report.

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Exhibit Index to Quarterly Report on Form 10-Q

(1) This certification is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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