Plexus Corp 10-Q for FY2026 Q1
Plexus Corp (PLXS)
10-Q
2026-02-05
For: 2026-01-03
View Original
Added on
April 12, 2026
About this 10-Q
Plexus Corp filed this 10-Q on February 5, 2026, covering the quarter ended January 3, 2026 (FY2026 Q1).
Headline figures
Quarter ended January 3, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.07M
- up 9.6% from $976.12K a year earlier
- Net income
- $41.18M
- up 10.5% from net income of $37.27M a year earlier
- Diluted EPS
- $1.51
- up 12.7% from $1.34 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________________________________________________
FORM 10-Q
____________________________________________________________________________________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended January 3, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from ______ to ______
Commission File Number 001-14423
____________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in charter)
____________________________________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
Telephone Number (920 ) 969-6000
(Registrant’s telephone number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||
Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of February 3, 2026, there were 26,786,466 shares of common stock outstanding.
1
PLEXUS CORP.
TABLE OF CONTENTS
January 3, 2026
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PLEXUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share data)
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Net sales | $ | $ | ||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||||||||
| Restructuring and other charges, net | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Miscellaneous, net | ( | ( | ||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | $ | ||||||||||||||||||||||||
| Diluted | $ | $ | ||||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Derivative instrument and other fair value adjustments | ( | |||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| Total comprehensive income | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PLEXUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)
| January 3, 2026 | September 27, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
Accounts receivable, net of allowances of $ | ||||||||||||||
| Contract assets | ||||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other assets | ||||||||||||||
| Total non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long-term debt and finance lease obligations | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Advanced payments from customers | ||||||||||||||
| 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 liabilities | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Common stock held in treasury, at cost, | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Total shareholders’ equity | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PLEXUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(Unaudited)
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Common stock - shares outstanding | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Exercise of stock options and vesting of other share-based awards | ||||||||||||||||||||||||||
| Treasury shares purchased | ( | ( | ||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Total stockholders' equity, beginning of period | $ | $ | ||||||||||||||||||||||||
| Common stock - par value | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Exercise of stock options and vesting of other share-based awards | ||||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Additional paid-in capital | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||
| Exercise of stock options and vesting of other share-based awards, including tax withholding | ( | ( | ||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Treasury stock | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ||||||||||||||||||||||||
| Treasury shares purchased | ( | ( | ||||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| Retained earnings | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| End of period | ( | |||||||||||||||||||||||||
| Total stockholders' equity, end of period | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
PLEXUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
Adjustments to reconcile net income to net cash flows from operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| 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 (used in) 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 agreements | ||||||||||||||
| Payments on debt and finance lease obligations | ( | ( | ||||||||||||
| Repurchases of common stock | ( | ( | ||||||||||||
| Payments related to tax withholding for share-based compensation | ( | ( | ||||||||||||
| Cash flows used in financing activities | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash and cash equivalents and restricted cash: | ||||||||||||||
| Beginning of period | ||||||||||||||
| End of period | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
PLEXUS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 3, 2026 AND DECEMBER 28, 2024
(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 January 3, 2026 and September 27, 2025, the results of operations and shareholders' equity for the three months ended January 3, 2026 and December 28, 2024, and the cash flows for the same three 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.
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. We are 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 our 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.
7
2. Inventories
Inventories as of January 3, 2026 and September 27, 2025 consisted of the following (in thousands):
| January 3, 2026 | September 27, 2025 | |||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work-in-process | ||||||||||||||
| Finished goods | ||||||||||||||
| Total inventories | $ | $ | ||||||||||||
3. Debt, Finance Lease and Other Financing Obligations
Debt and finance lease obligations as of January 3, 2026 and September 27, 2025, consisted of the following (in thousands):
| January 3, 2026 | September 27, 2025 | |||||||||||||
| $ | $ | |||||||||||||
| Borrowings under the Credit Facility | ||||||||||||||
| Finance lease and other financing obligations | ||||||||||||||
| Unamortized deferred financing fees | ( | ( | ||||||||||||
| Total obligations | ||||||||||||||
| Less: current portion | ( | ( | ||||||||||||
| Long-term debt, finance lease and other financing obligations, net of current portion | $ | $ | ||||||||||||
As of January 3, 2026, the Company was in compliance with covenants for all debt agreements.
During the three months ended January 3, 2026, the highest daily borrowing under the Company's 5 -year senior unsecured revolving credit facility (referred to as the "Credit Facility") was $145.0 million; the average daily borrowings were $86.4 million. During the three months ended December 28, 2024, the highest daily borrowing was $50.0 million; the average daily borrowings were $40.0 million.
The fair value of the Company’s debt, excluding finance lease and other financing obligations, was $109.3 million and $89.0 million as of January 3, 2026 and September 27, 2025, respectively. The carrying value of the Company's debt, excluding finance lease and other financing obligations, was $110.0 million and $90.0 million as of January 3, 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.
8
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 $13.3 million of unrealized gains, net of tax, related to cash flow hedges will be reclassified from other comprehensive income (loss) 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 $274.6 million as of January 3, 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 $13.3 million asset as of January 3, 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 $165.0 million as of January 3, 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 $1.8 million asset as of January 3, 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) | ||||||||||||||||||||||||||||||||||||||
| Derivative Assets | Derivative Liabilities | |||||||||||||||||||||||||||||||||||||
| January 3, 2026 | September 27, 2025 | January 3, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | Balance sheet classification | Fair Value | Fair Value | Balance sheet classification | Fair Value | Fair Value | ||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other | $ | $ | Other accrued liabilities | $ | $ | ||||||||||||||||||||||||||||||||
| Fair Values of Derivative Instruments (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Derivative Assets | Derivative Liabilities | |||||||||||||||||||||||||||||||||||||
| January 3, 2026 | September 27, 2025 | January 3, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | Balance sheet classification | Fair Value | Fair Value | Balance sheet classification | Fair Value | Fair Value | ||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Prepaid expenses and other | $ | $ | Other accrued liabilities | $ | $ | ||||||||||||||||||||||||||||||||
The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income ("OCI") (in thousands) | ||||||||||||||
| for the Three Months Ended | ||||||||||||||
| Derivatives in cash flow hedging relationships | Amount of Gain (Loss) Recognized in OCI on Derivatives | |||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Foreign currency forward contracts | $ | $ | ( | |||||||||||
9
Derivative Impact on Gain Recognized in Condensed Consolidated Statements of Comprehensive Income (in thousands) | ||||||||||||||||||||
| for the Three Months Ended | ||||||||||||||||||||
| Derivatives in cash flow hedging relationships | Classification of Gain Reclassified from Accumulated OCI into Income | Amount of Gain Reclassified from Accumulated OCI into Income | ||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||
| Foreign currency forward contracts | Cost of sales | $ | $ | |||||||||||||||||
| Foreign currency forward contracts | Selling and administrative expenses | |||||||||||||||||||
| Derivatives not designated as hedging instruments | Location of Gain Recognized on Derivatives in Income | Amount of Gain on Derivatives Recognized in Income | ||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||
| Foreign currency forward contracts | Miscellaneous, net | $ | $ | |||||||||||||||||
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 January 3, 2026 and September 27, 2025, by input level:
Fair Value Measurements Using Input Levels Asset (in thousands) | ||||||||||||||||||||||||||
Fiscal period ended January 3, 2026 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Derivatives | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Fiscal period ended September 27, 2025 | ||||||||||||||||||||||||||
| Derivatives | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
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 months ended January 3, 2026 was $9.9 million compared to $6.2 million for the three months ended December 28, 2024.
The effective tax rates for the three months ended January 3, 2026 and December 28, 2024 were 19.3 % and 14.3 %, respectively. The effective tax rate for the three months ended January 3, 2026 was higher than the effective tax rate for the three months ended December 28, 2024 primarily due to the implementation of the global minimum tax across several jurisdictions in which the Company operates.
10
The amount of unrecognized tax benefits recorded for uncertain tax positions increased by $0.1 million for the three months ended January 3, 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 months ended January 3, 2026 was $0.3 million.
Within the next 12 months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce unrecognized tax benefits by approximately $3.8 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 January 3, 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 months ended January 3, 2026 and December 28, 2024 (in thousands, except per share amounts):
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| 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 months ended January 3, 2026, share-based awards for less than 0.1 million shares were not included in the computation of diluted earnings per share as they were antidilutive awards. For the three months ended December 28, 2024, there were no 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 months ended January 3, 2026 and December 28, 2024 indicated were as follows (in thousands):
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Finance lease expense: | ||||||||||||||||||||||||||
| Amortization of right-of-use assets | $ | $ | ||||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||
| Operating lease expense | ||||||||||||||||||||||||||
| Other lease expense | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
11
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):
| Financial Statement Line Item | January 3, 2026 | September 27, 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Finance lease assets | Property, plant and equipment, net | $ | $ | |||||||||||
| Operating lease assets | Operating lease right-of-use assets | |||||||||||||
| Total lease assets | $ | $ | ||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||
| Current | ||||||||||||||
| Current portion of long-term debt and finance lease obligations | $ | $ | ||||||||||||
| Other accrued liabilities | ||||||||||||||
| Non-current | ||||||||||||||
| Long-term debt and finance lease obligations, net of current portion | ||||||||||||||
| Operating lease liabilities | Long-term operating lease liabilities | |||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
8. Share-Based Compensation
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
12
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 three reportable segments for the three months ended January 3, 2026 and December 28, 2024 is as follows (in thousands):
Three Months Ended January 3, 2026 | ||||||||||||||||||||||||||||||||
| AMER | APAC | EMEA | Eliminations | Total | ||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||||||||||||||
| Segment income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Corporate and other costs | ||||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||
| Miscellaneous, net | ( | |||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
Three Months Ended December 28, 2024 | ||||||||||||||||||||||||||||||||
| AMER | APAC | EMEA | Eliminations | Total | ||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||||||||||||||
| Segment income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Restructuring and other charges | ||||||||||||||||||||||||||||||||
| Corporate and other costs | ||||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||
| Miscellaneous, net | ( | |||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
13
| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Capital expenditures: | ||||||||||||||
| AMER | $ | $ | ||||||||||||
| APAC | ||||||||||||||
| EMEA | ||||||||||||||
| Corporate | ||||||||||||||
| $ | $ | |||||||||||||
| Depreciation: | ||||||||||||||
| AMER | $ | $ | ||||||||||||
| APAC | ||||||||||||||
| EMEA | ||||||||||||||
| Corporate | ||||||||||||||
| $ | $ | |||||||||||||
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.
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Below is a table summarizing the activity related to the Company’s limited warranty liability for the three months ended January 3, 2026 and December 28, 2024 (in thousands):
| Three Months Ended | |||||||||||
| January 3, 2026 | December 28, 2024 | ||||||||||
| 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 December 28, 2024, the Company repurchased 84,823 shares under this program for $12.8 million at an average price of $151.19 per share.
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 January 3, 2026, the Company repurchased 152,987 shares under this program for $22.4 million at an average price of $146.36 per share. As of January 3, 2026, $62.6 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 months ended January 3, 2026 and December 28, 2024 were not material.
The Company sold $216.3 million and $151.2 million of trade accounts receivable under these programs, or their predecessors, during the three months ended January 3, 2026 and December 28, 2024, respectively, in exchange for cash proceeds of $214.5 million and $149.7 million, respectively.
As of January 3, 2026 and September 27, 2025, $225.2 million and $214.4 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.
15
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.
16
Disaggregated Revenue
The table below includes the Company’s revenue for the three months ended January 3, 2026 and December 28, 2024 (in thousands):
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||
| Aerospace/Defense | $ | $ | ||||||||||||||||||||||||
| Healthcare/Life Sciences | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Total net sales | $ | $ | ||||||||||||||||||||||||
For the three months ended January 3, 2026 and December 28, 2024, approximately 85
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 three months ended January 3, 2026 and December 28, 2024 (in thousands):
| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Contract assets, beginning of period | $ | $ | ||||||||||||
| Revenue recognized during the period | ||||||||||||||
| Amounts collected or invoiced during the period | ( | ( | ||||||||||||
| Contract assets, end of period | $ | $ | ||||||||||||
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 January 3, 2026 and September 27, 2025, the balance of advance payments from customers attributable to deferred revenue was $185.7 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.
17
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, 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; 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.
18
RESULTS OF OPERATIONS
Consolidated Performance Summary. The following table presents selected consolidated financial data (dollars in millions, except per share data):
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Net sales | $ | 1,069.9 | $ | 976.1 | ||||||||||||||||||||||
| Cost of sales | 963.7 | 875.4 | ||||||||||||||||||||||||
| Gross profit | 106.1 | 100.7 | ||||||||||||||||||||||||
| Gross margin | 9.9 | % | 10.3 | % | ||||||||||||||||||||||
| Operating income | 54.5 | 46.9 | ||||||||||||||||||||||||
| Operating margin | 5.1 | % | 4.8 | % | ||||||||||||||||||||||
| Other expense | 3.4 | 3.4 | ||||||||||||||||||||||||
| Income tax expense | 9.9 | 6.2 | ||||||||||||||||||||||||
| Net income | 41.2 | 37.3 | ||||||||||||||||||||||||
| Diluted earnings per share | $ | 1.51 | $ | 1.34 | ||||||||||||||||||||||
| Return on invested capital* | 13.2 | % | 13.8 | % | ||||||||||||||||||||||
| Economic return* | 4.2 | % | 4.9 | % | ||||||||||||||||||||||
| *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 January 3, 2026, net sales increased $93.8 million, or 9.6%, as compared to the three months ended December 28, 2024.
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):
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||
| AMER | $ | 344.8 | $ | 273.9 | ||||||||||||||||||||||
| APAC | 611.7 | 607.1 | ||||||||||||||||||||||||
| EMEA | 118.4 | 101.2 | ||||||||||||||||||||||||
| Elimination of inter-segment sales | (5.0) | (6.1) | ||||||||||||||||||||||||
| Total net sales | $ | 1,069.9 | $ | 976.1 | ||||||||||||||||||||||
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AMER. Net sales for the three months ended January 3, 2026 in the AMER segment increased $70.9 million, or 25.9%, as compared to the three months ended December 28, 2024. The increase in net sales was driven by an increase of $81.6 million due to production ramps of new products for existing customers and overall net increased customer end-market demand. The increase was partially offset by a decrease of $8.7 million due to disengagements with customers.
APAC. Net sales for the three months ended January 3, 2026 in the APAC segment increased $4.6 million, or 0.8%, as compared to the three months ended December 28, 2024. The increase in net sales was driven by an increase of $5.8 million due to production ramps of new products for existing customers and overall net increased customer end-market demand. The increase was partially offset by a decrease of $5.8 million due to a disengagement with a customer.
EMEA. Net sales for the three months ended January 3, 2026 in the EMEA segment increased $17.2 million, or 17.0%, as compared to the three months ended December 28, 2024. The increase in net sales was driven by an increase of $10.0 million due to production ramps of new products for existing customers and overall net increased customer end-market demand.
Our net sales by market sector for the indicated fiscal period were as follows (in millions):
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||
| Aerospace/Defense | $ | 178.0 | $ | 159.7 | ||||||||||||||||||||||
| Healthcare/Life Sciences | 466.0 | 374.1 | ||||||||||||||||||||||||
| Industrial | 425.9 | 442.3 | ||||||||||||||||||||||||
| Total net sales | $ | 1,069.9 | $ | 976.1 | ||||||||||||||||||||||
Aerospace/Defense. Net sales for the three months ended January 3, 2026 in the Aerospace/Defense sector increased $18.3 million, or 11.5%, as compared to the three months ended December 28, 2024. The increase in net sales was driven by an increase of $33.9 million in production ramps of new products for existing customers.
Healthcare/Life Sciences. Net sales for the three months ended January 3, 2026 in the Healthcare/Life Sciences sector increased $91.9 million, or 24.6%, as compared to the three months ended December 28, 2024. The increase in net sales was driven by an increase of $53.9 million in production ramps of new products for existing customers and overall net increased customer end-market demand.
Industrial. Net sales for the three months ended January 3, 2026 in the Industrial sector decreased $16.4 million, or 3.7%, as compared to the three months ended December 28, 2024. The decrease in net sales was driven by a decrease of $10.3 million due to a disengagement with a customer and overall net decreased customer end-market demand.
Cost of sales. Cost of sales for the three months ended January 3, 2026 increased $88.3 million, or 10.1%, as compared to the three months ended December 28, 2024. Cost of sales is comprised primarily of material and component costs, labor costs and overhead. For each of the three months ended January 3, 2026 and December 28, 2024, 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 December 28, 2024, the increase in cost of sales in the three months ended January 3, 2026 was primarily driven by an increase in net sales and an increase in fixed costs.
Gross profit. Gross profit for the three months ended January 3, 2026 increased $5.4 million, or 5.4%, as compared to the three months ended December 28, 2024. Gross margin of 9.9% for the three months ended January 3, 2026 decreased 40 basis points compared to the three months ended December 28, 2024. The primary driver of the increase in gross profit was the increase in net sales, partially offset by an increase in fixed costs which drove the decrease in gross margin.
Operating income. Operating income for the three months ended January 3, 2026 increased $7.6 million, or 16.2%, as compared to the three months ended December 28, 2024. Operating margin of 5.1% for the three months ended January 3, 2026 increased 30 basis points compared to the three months ended December 28, 2024. The primary drivers of the increase in operating income and operating margin for the three months ended January 3, 2026 were the result of 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 three months ended December 28, 2024 consisted of severance costs associated with a reduction in the Company's workforce in the EMEA and AMER regions. The increase in operating income was partially offset by an increase of $2.5 million in selling and administrative expenses ("S&A"). The increase in S&A was primarily due to an increase in compensation costs.
20
A discussion of operating income by reportable segment for the indicated fiscal period is presented below (in millions):
| Three Months Ended | ||||||||||||||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||||||||||||||
| Operating income: | ||||||||||||||||||||||||||
| AMER | $ | 24.0 | $ | 19.1 | ||||||||||||||||||||||
| APAC | 86.8 | 87.7 | ||||||||||||||||||||||||
| EMEA | 9.4 | 4.5 | ||||||||||||||||||||||||
| Corporate and other costs | (65.7) | (64.4) | ||||||||||||||||||||||||
| Total operating income | $ | 54.5 | $ | 46.9 | ||||||||||||||||||||||
AMER. Operating income increased $4.9 million for the three months ended January 3, 2026 as compared to the three months ended December 28, 2024, primarily as a result of an increase in net sales, partially offset by a negative shift in customer mix and an increase in fixed costs.
APAC. Operating income decreased $0.9 million for the three months ended January 3, 2026 as compared to the three months ended December 28, 2024, primarily as a result of an increase in fixed costs.
EMEA. Operating income increased $4.9 million for the three months ended January 3, 2026 as compared to the three months ended December 28, 2024, primarily as a result of an increase in net sales and a positive shift in customer mix.
Other expense. Other expense for the three months ended January 3, 2026 remained flat compared to the three months ended December 28, 2024.
Income taxes. Income tax expense for the three months ended January 3, 2026 was $9.9 million compared to $6.2 million for the three months ended December 28, 2024. This 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.
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 January 3, 2026 increased $3.9 million, or 10.5%, from the three months ended December 28, 2024 to $41.2 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 increased to $1.51 for the three months ended January 3, 2026 from $1.34 for the three months ended December 28, 2024, 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 two-quarter period for the first 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").
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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 three months ended January 3, 2026, ROIC of 13.2% reflects an economic return of 4.2%, based on our WACC of 9.0%, and for the three months ended December 28, 2024, ROIC of 13.8% reflects an economic return of 4.9%, 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):
| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Adjusted operating income (tax-effected) | $ | 180.8 | $ | 175.2 | ||||||||||
| Average invested capital | 1,374.5 | 1,268.3 | ||||||||||||
| After-tax ROIC | 13.2 | % | 13.8 | % | ||||||||||
| WACC | 9.0 | % | 8.9 | % | ||||||||||
| Economic return | 4.2 | % | 4.9 | % | ||||||||||
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents and restricted cash were $249.4 million as of January 3, 2026, as compared to $306.8 million as of September 27, 2025.
As of January 3, 2026, 91% 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):
| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Cash flows (used in) provided by operating activities | $ | (15.4) | $ | 53.6 | ||||||||||
| Cash flows used in investing activities | (35.1) | (26.4) | ||||||||||||
| Cash flows used in financing activities | (8.0) | (52.8) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 1.2 | (4.0) | ||||||||||||
| Net decrease in cash and cash equivalents and restricted cash | $ | (57.3) | $ | (29.6) | ||||||||||
Operating Activities. Cash flows used in operating activities were $15.4 million for the three months ended January 3, 2026, as compared to cash flows provided by operating activities of $53.6 million for the three months ended December 28, 2024. The decrease was primarily due to cash flow improvements (reductions) of:
•$3.9 million increase in net income.
•$(85.8) million in inventory cash flows driven by an increase in inventory associated with ramping programs in the three months ended January 3, 2026 compared to a decrease in inventory driven by inventory reduction efforts in the three months ended December 28, 2024.
•$(40.6) million in accounts receivable cash flows driven by an increase in net sales as well as the timing of shipments and mix of customer payment terms.
•$(18.3) million in accounts payables cash flows primarily driven by the timing of materials procurement and payments to suppliers.
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•$(17.8) million in other current and non-current asset cash flows primarily driven by an increase in non-hedge derivative assets and prepayments to suppliers in the three months ended January 3, 2026 as compared a decrease in the three months ended December 28, 2024.
•$84.0 million in advanced payments from customers cash flows as prior year had a significant outflow of deposit returns due to inventory management efforts.
•$5.8 million in contract assets cash flows corresponding to changes in demand from over time customers.
The following table provides a summary of cash cycle days for the periods indicated (in days):
| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Days in accounts receivable | 58 | 56 | ||||||||||||
| Days in contract assets | 13 | 12 | ||||||||||||
| Days in inventory | 124 | 134 | ||||||||||||
| Days in accounts payable | (71) | (69) | ||||||||||||
| Days in advanced payments | (55) | (65) | ||||||||||||
| Annualized cash cycle | 69 | 68 | ||||||||||||
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 January 3, 2026, annualized cash cycle days increased one day compared to December 28, 2024 due to the following:
Days in accounts receivable for the three months ended January 3, 2026 increased two days compared to the three months ended December 28, 2024. The increase 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 January 3, 2026 increased one day compared to the three months ended December 28, 2024. The increase is primarily attributed to an increase in demand from customers with arrangements requiring revenue to be recognized over time as products are produced.
Days in inventory for the three months ended January 3, 2026 decreased ten days compared to the three months ended December 28, 2024. The decrease is primarily attributable to increased net sales and continued inventory management efforts.
Days in accounts payable for the three months ended January 3, 2026 increased two days compared to the three months ended December 28, 2024. The increase is primarily attributable to timing of materials procurement and payments to suppliers.
Days in advanced payments for the three months ended January 3, 2026 decreased ten days compared to the three months ended December 28, 2024. 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 $(50.6) million for the three months ended January 3, 2026 compared to $27.1 million for the three months ended December 28, 2024, a decrease of $77.7 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 GAAP as follows (in millions):
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| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Cash flows (used in) provided by operating activities | $ | (15.4) | $ | 53.6 | ||||||||||
| Payments for property, plant and equipment | (35.2) | (26.5) | ||||||||||||
| Free cash flow | $ | (50.6) | $ | 27.1 | ||||||||||
Investing Activities. Cash flows used in investing activities were $35.1 million for the three months ended January 3, 2026 compared to $26.4 million for the three months ended December 28, 2024. The increase in cash used in investing activities was due to an $8.7 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 used in financing activities were $8.0 million for the three months ended January 3, 2026 compared to $52.8 million for the three months ended December 28, 2024. The decrease was primarily attributable to net borrowings on the credit facility for the three months ended January 3, 2026 of $20.0 million compared to net repayments on the credit facility for the three months ended December 28, 2024 of $35.0 million, partially offset by an increase of $9.6 million in cash used to repurchase our 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 December 28, 2024, we repurchased 84,823 shares under this program for $12.8 million at an average price of $151.19 per share.
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 January 3, 2026, we repurchased 152,987 shares under this program for $22.4 million at an average price of $146.36 per share. As of January 3, 2026, $62.6 million of authority remained under the 2026 Program.
All shares repurchased under the aforementioned programs were recorded as treasury stock.
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 January 3, 2026 is $340.0 million. The maximum facility amount under the HSBC RPA as of January 3, 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 $216.3 million and $151.2 million of trade accounts receivable under these programs during the three months ended January 3, 2026 and December 28, 2024, respectively, in exchange for cash proceeds of $214.5 million and $149.7 million, respectively. As of January 3, 2026 and September 27, 2025, $225.2 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 first quarter of fiscal 2026, cash and cash equivalents and restricted cash were $249 million, while debt, finance lease and other financing obligations were $158 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
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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 first 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 first 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:
| Three Months Ended | ||||||||||||||
| January 3, 2026 | December 28, 2024 | |||||||||||||
| Net Sales | 10% | 10% | ||||||||||||
| Total Costs | 17% | 16% | ||||||||||||
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 January 3, 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 January 3, 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)(1) for borrowings denominated in U.S. dollars, the Term Secured Overnight Financing Rate ("SOFR"), (2) for borrowings denominated in pounds sterling, the Daily Simple Risk-Free Rate, plus, in each case of (a)(1) and (2), 10 basis points, (b) for borrowings denominated in euros, the EURIBOR Rate plus a statutory reserve rate, or (c) an Alternate Base Rate equal to the highest of (i) 100 basis points per annum, (ii) the prime rate last quoted by The Wall Street Journal (or, if not quoted, as otherwise provided in the Credit Facility), (iii) the greater of the federal funds effective rate and the overnight bank funding rate in effect on such day plus, in each case, 50 basis points per annum (or, if neither are available, as otherwise provided in the Credit Facility), and (iv) Term SOFR for a one month interest period on such day plus 110 basis points, plus, in each case of (a), (b), and (c), an applicable interest rate margin based on the Company's then current consolidated total indebtedness (minus certain unrestricted cash and cash equivalents in an amount not to exceed $100
25
million) to consolidated EBITDA. As of January 3, 2026, the borrowing rate under the Credit Facility was SOFR plus 1.00%. Borrowings under the 2018 NPA are based on a fixed interest rate, thus mitigating much of our interest rate risk. Based on our overall interest rate exposure, as of January 3, 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 January 3, 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 first 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.
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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 January 3, 2026:
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum approximate dollar value of shares that may yet be purchased under the plans or programs (1) | ||||||||||||||||||||||
| September 28, 2025- November 1, 2025 | 58,768 | $ | 145.54 | 58,768 | $ | 76,477,972 | ||||||||||||||||||||
| November 2, 2025- November 29, 2025 | 47,892 | 141.30 | 47,892 | 69,710,991 | ||||||||||||||||||||||
| November 30, 2025- January 3, 2026 | 46,327 | 152.63 | 46,327 | 62,639,956 | ||||||||||||||||||||||
| Total | 152,987 | $ | 146.36 | 152,987 | ||||||||||||||||||||||
(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 January 3, 2026.
ITEM 5. OTHER INFORMATION
(c) During the first quarter of fiscal 2026, none of our 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), except that on November 20, 2025, Todd Kelsey, the Company's President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 23,231 shares of the Company's common stock through February 18, 2027.
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ITEM 6. EXHIBITS
The list of exhibits is included below.
| Exhibit No. | Exhibit | |||||||
| 10.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 99.1 | ||||||||
| 101 | The following materials from Plexus Corp.’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 3, 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.INS | Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document). | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the fiscal first quarter ended January 3, 2026, formatted in Inline XBRL and contained in Exhibit 101. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Plexus Corp. | ||||||||||||||
| Registrant | ||||||||||||||
| Date: | February 5, 2026 | /s/ Todd P. Kelsey | ||||||||||||
| Todd P. Kelsey | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| Date: | February 5, 2026 | /s/ Patrick J. Jermain | ||||||||||||
| Patrick J. Jermain | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
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Exhibit 10.1
Plexus Corp. Compensation Recovery Policy
Effective November 16, 2023
1.Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which Plexus Corp. (the “Company”) is required to recover compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment,” “clawback” or similarly named policy shall be deemed to refer to this Policy with respect to Incentive-Based Compensation Received on or after the Effective Date. With respect to Incentive-Based Compensation Received prior to the Effective Date, such references to the Company’s “recoupment,” “clawback” or similarly-named policy in compensation plans, agreements, equity awards or other policies shall be deemed to refer to the Company’s “recoupment,” “clawback” or similarly-named policy, if any, in effect prior to the Effective Date.
2.Application. This Policy shall apply to all Covered Officers.
3.Mandatory Recovery of Compensation. In the event that the Company is required to prepare an Accounting Restatement, the Company shall recover reasonably promptly the amount of Erroneously Awarded Compensation, except as otherwise provided herein.
4.Definitions. For purposes of this Policy, the following terms, when capitalized, shall have the meanings set forth below:
(a)“Accounting Restatement” shall mean any accounting restatement required due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(b)“Covered Officer” shall mean the Company’s president; principal financial officer; principal accounting officer (or if there is no such accounting officer, the controller); any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance); any other officer who performs a significant policy-making function; or any other person who performs similar significant policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries, if any, shall be deemed “Covered Officers” if they perform such policy-making functions for the Company. Identification of an executive officer for purposes of this Policy shall include at a minimum executive officers identified pursuant to Item 401(b) of Regulation S-K.
(c)“Effective Date” shall mean October 2, 2023.
(d)“Erroneously Awarded Compensation” shall mean the excess of (i) the amount of Incentive-Based Compensation Received by a person (A) after beginning service as a Covered Officer, (B) who served as a Covered Officer at any time during the performance period for that Incentive-Based Compensation, (C) while the Company has a class of securities listed on a national securities exchange or a national securities association and (D) during the Recovery Period; over (ii) the Recalculated Compensation. For the avoidance of doubt, a person who served as a Covered
1
Officer during the periods set forth in clauses (A) and (B) of the preceding sentence shall continue to be subject to this Policy even after such person’s service as a Covered Officer has ended.
(e)“Incentive-Based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. A financial reporting measure is a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, regardless of whether such measure is presented within the financial statements or included in a filing with the Securities and Exchange Commission. Each of stock price and total shareholder return is a financial reporting measure. For the avoidance of doubt, incentive-based compensation subject to this Policy does not include stock options, restricted stock, restricted stock units or similar equity-based awards for which the grant is not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more non-financial reporting measures.
(f)“Recalculated Compensation” shall mean the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts in the Accounting Restatement, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of the Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of the Recalculated Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return, as the case may be, on the compensation Received. The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the national securities exchange or association on which its securities are listed.
(g)Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the financial reporting measure specified in the award of such Incentive-Based Compensation is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
(h)“Recovery Period” shall mean the three completed fiscal years of the Company immediately preceding the date the Company is required to prepare an Accounting Restatement; provided that the Recovery Period shall not begin before the Effective Date. For purposes of determining the Recovery Period, the Company is considered to be “required to prepare an Accounting Restatement” on the earlier to occur of: (i) the date the Company’s Board of Directors, a committee thereof, or the Company’s authorized officers conclude, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. If the Company changes its fiscal year, then the transition period within or immediately following such three completed fiscal years also shall be included in the Recovery Period, provided that if the transition period between the last day of the Company’s prior fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, then such transition period shall instead be deemed one of the three completed fiscal years and shall not extend the length of the
2
Recovery Period.
5.Exceptions. Notwithstanding anything to the contrary in this Policy, recovery of Erroneously Awarded Compensation will not be required to the extent the Company’s committee of independent directors responsible for executive compensation decisions (or a majority of the independent directors serving on the Company’s board of directors in the absence of such a committee) has made a determination that such recovery would be impracticable and one of the following conditions have been satisfied:
(a)The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on the expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the national securities exchange or association on which its securities are listed.
(b)Recovery would violate home country law where, with respect to Incentive-Based Compensation, that law was adopted prior to November 28, 2022; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the national securities exchange or association on which its securities are listed, that recovery would result in such a violation, and must provide such opinion to the exchange or association.
(c)Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
6.Manner of Recovery. In addition to any other actions permitted by law or contract, the Company may take any or all of the following actions to recover any Erroneously Awarded Compensation: (a) require the Covered Officer to repay such amount; (b) offset such amount from any other compensation owed by the Company or any of its affiliates to the Covered Officer, regardless of whether the contract or other documentation governing such other compensation specifically permits or specifically prohibits such offsets; and (c) subject to Section 5(c), to the extent the Erroneously Awarded Compensation was deferred into a plan of deferred compensation, whether or not qualified, forfeit such amount (as well as the earnings on such amounts) from the Covered Officer’s balance in such plan, regardless of whether the plan specifically permits or specifically prohibits such forfeiture. If the Erroneously Awarded Compensation consists of shares of the Company’s common stock, and the Covered Officer still owns such shares, then the Company may satisfy its recovery obligations by requiring the Covered Officer to transfer such shares back to the Company.
3
7.Other.
(a)This Policy shall be administered and interpreted, and may be amended from time to time, by the Company’s board of directors or any committee to which the board may delegate its authority in its sole discretion in compliance with the applicable listing standards of the national securities exchange or association on which the Company’s securities are listed, and the determinations of the board or such committee shall be binding on all Covered Officers.
(b)The Company shall not indemnify any Covered Officer against the loss of Erroneously Awarded Compensation.
(c)The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the Federal securities laws, including the disclosure required by the applicable Securities and Exchange Commission filings.
(d)Any right to recovery under this Policy shall be in addition to, and not in lieu of, any other rights of recovery that may be available to the Company.
4
Exhibit 31.1
CERTIFICATION
I, Todd P. Kelsey, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Plexus Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 5, 2026
| /s/ Todd P. Kelsey | |||||
| Todd P. Kelsey | |||||
| President and Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION
I, Patrick J. Jermain, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Plexus Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 5, 2026
| /s/ Patrick J. Jermain | |||||
Patrick J. Jermain | |||||
Executive Vice President and Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Plexus Corp. (the “Company”) on Form 10-Q for the fiscal quarter ended January 3, 2026, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Todd P. Kelsey, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Todd P. Kelsey | |||||
| Todd P. Kelsey | |||||
| President and Chief Executive Officer | |||||
| February 5, 2026 | |||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Plexus Corp. and will be retained by Plexus Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Plexus Corp. (the “Company”) on Form 10-Q for the fiscal quarter ended January 3, 2026, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Patrick J. Jermain, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Patrick J. Jermain | |||||
| Patrick J. Jermain | |||||
| Executive Vice President and Chief Financial Officer | |||||
| February 5, 2026 | |||||
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Plexus Corp. and will be retained by Plexus Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
| Exhibit 99.1 | |||||||||||||||||||||||||||||
| Return on Invested Capital ("ROIC") and Economic Return Calculations GAAP to non-GAAP reconciliation (dollars in thousands): | |||||||||||||||||||||||||||||
| Three Months Ended | Twelve Months Ended | Three Months Ended | |||||||||||||||||||||||||||
| Jan 3, | Sep 27, | Dec 28, | |||||||||||||||||||||||||||
| 2026 | 2025 | 2024 | |||||||||||||||||||||||||||
| Operating income, as reported | $ | 54,464 | $ | 202,371 | $ | 46,860 | |||||||||||||||||||||||
| Restructuring and other charges | + | — | + | 4,683 | + | 4,683 | |||||||||||||||||||||||
| Adjusted operating income | 54,464 | 207,054 | 51,543 | ||||||||||||||||||||||||||
| x | 4 | x | 4 | ||||||||||||||||||||||||||
| Adjusted annualized operating income | 217,856 | 207,054 | 206,172 | ||||||||||||||||||||||||||
| Adjusted effective tax rate | x | 17 | % | x | 8 | % | x | 15 | % | ||||||||||||||||||||
| Tax impact | $ | 37,036 | $ | 16,564 | $ | 30,926 | |||||||||||||||||||||||
| Adjusted operating income (tax-effected) | $ | 180,820 | $ | 190,490 | $ | 175,246 | |||||||||||||||||||||||
| Average invested capital | ÷ | $ | 1,374,532 | ÷ | $ | 1,303,575 | ÷ | $ | 1,268,309 | ||||||||||||||||||||
| ROIC | 13.2 | % | 14.6 | % | 13.8 | % | |||||||||||||||||||||||
| WACC | - | 9.0 | % | - | 8.9 | % | - | 8.9 | % | ||||||||||||||||||||
| Economic Return | 4.2 | % | 5.7 | % | 4.9 | % | |||||||||||||||||||||||
| Jan 3, | Sep 27, | Jun 28, | Mar 29, | Dec 28, | Sep 28, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2025 | 2025 | 2024 | 2024 | |||||||||||||||||||||||||||||||||
| Equity | $ | 1,481,063 | $ | 1,454,588 | $ | 1,419,085 | $ | 1,351,675 | $ | 1,319,069 | $ | 1,324,825 | ||||||||||||||||||||||||||
| Plus: | ||||||||||||||||||||||||||||||||||||||
| Debt and finance lease obligations - current | 66,837 | 45,793 | 50,678 | 121,014 | 121,977 | 157,325 | ||||||||||||||||||||||||||||||||
| Operating lease obligations - current (1) | 7,943 | 8,253 | 8,470 | 9,968 | 14,875 | 14,697 | ||||||||||||||||||||||||||||||||
| Debt and finance lease obligations - long-term | 91,139 | 91,987 | 92,215 | 88,761 | 88,728 | 89,993 | ||||||||||||||||||||||||||||||||
| Operating lease obligations - long-term | 27,327 | 29,422 | 31,192 | 32,720 | 35,124 | 32,275 | ||||||||||||||||||||||||||||||||
| Less: Cash and cash equivalents | (248,825) | (306,464) | (237,567) | (310,531) | (317,161) | (345,109) | ||||||||||||||||||||||||||||||||
| $ | 1,425,484 | $ | 1,323,579 | $ | 1,364,073 | $ | 1,293,607 | $ | 1,262,612 | $ | 1,274,006 | |||||||||||||||||||||||||||
| (1) | Included in other accrued liabilities on the Condensed Consolidated Balance Sheets. | |||||||||||||||||||