8-K

TTM TECHNOLOGIES INC (TTMI)

8-K 2026-02-02 For: 2026-01-29
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2026

TTM TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware 000-31285 91-1033443
(State of<br> <br>Incorporation) (Commission<br> <br>File Number) (I.R.S. Employer<br> <br>Identification No.)
200 East Sandpointe, Suite 400
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Santa Ana, California 92707
(Address of principal executive offices) (Zip Code)

(714) 327-3000

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange<br>on which registered
Common Stock, $0.001 par value TTMI Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Thomas T. Edman from the Board

On January 29, 2026, Thomas T. Edman, a current Class I member of the Board of Directors (the “Board”) of TTM Technologies, Inc. (the “Company”) and the former President and Chief Executive Officer of the Company, notified the Board of his decision to retire from the Board and any Board committees thereof, effective as of May 7, 2026 (the “Effective Date”), immediately following the Company’s 2026 annual meeting of stockholders. Mr. Edman’s retirement was not a result of a disagreement with the Company relating to the Company’s operations, policies or practices.

Appointment of Daniel G. Korte to the Board

On January 29, 2026, the Board appointed Daniel G. Korte to fill the Class I vacancy that will be created by Mr. Edman’s retirement. Mr. Korte’s appointment will be effective as of the Effective Date, with a term expiring at the annual meeting of stockholders in 2028 or his earlier resignation, retirement or removal, subject to approval from the Defense Counterintelligence and Security Agency (“DCSA”) pursuant to the Special Security Agreement between the Company and DSCA.

There are no arrangements or understandings between Mr. Korte and any other persons pursuant to which Mr. Korte was appointed to the Board, nor does Mr. Korte have any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Upon his appointment, Mr. Korte will be entitled to receive the same compensation for service as a director as is provided to other non-employee directors of the Company pursuant to the Company’s director compensation program, which includes the issuance of Restricted Stock Units of TTM’s Common Stock. The Board has determined that Mr. Korte will be an independent director under NASDAQ listing standards. Mr. Korte’s Board committee assignments will be determined at a later date.

Appointment of Ryan D. McCarthy to the Board

Pursuant to the Company’s Corporate Governance Guidelines, John G. Mayer, who currently serves as a class III director, must submit his resignation and retire from the Board at the 2026 annual meeting, effective as of the Effective Date. Because Mr. Mayer will have attained the mandatory retirement age of 75, the Board may no longer defer and will be obligated to accept his resignation.

On January 29, 2026, the Board appointed Ryan D. McCarthy to fill the Class III vacancy that will be created by Mr. Mayer’s impending mandatory resignation. Mr. McCarthy’s appointment will be effective as of the Effective Date, with a term expiring at the annual meeting of stockholders in 2027 or his earlier resignation, retirement or removal, subject to approval from the DCSA pursuant to the Special Security Agreement between the Company and DSCA.

There are no arrangements or understandings between Mr. McCarthy and any other persons pursuant to which Mr. McCarthy was appointed to the Board, nor does Mr. McCarthy have any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Upon his appointment, Mr. McCarthy will be entitled to receive the same compensation for service as a director as is provided to other non-employee directors of the Company pursuant to the Company’s director compensation program, which includes the issuance of Restricted Stock Units of TTM’s Common Stock. The Board has determined that Mr. McCarthy will be an independent director under NASDAQ listing standards. Mr. McCarthy’s Board committee assignments will be determined at a later date.

Section 7 - Regulation FD

Item 7.01 – Regulation FD Disclosure.

On February 2, 2026, the Company issued a press release announcing the appointments of Messrs. Korte and McCarthy to the Board and Mr. Edman’s retirement from the Board (the “Press Release”). A copy of the Press Release is furnished with this Current Report on Form 8-K (“Report”) as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Report, including Exhibit 99.1, contains forward-looking statements that relate to future events. The Company cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect the Company’s current expectations, and the Company does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other Company statements will not be realized. The statements also involve risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the forward-looking statements. For a description of additional factors that may cause the Company’s actual events or results to differ from any forward-looking statements, please review the information set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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The following exhibits are filed with this Report:

Exhibit Number Description
99.1 Press Release dated February 2, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

TTM TECHNOLOGIES, INC.
Date: February 2, 2026 By: /s/ Daniel J. Weber
Daniel J. Weber
Executive Vice President, Chief Legal Officer & Secretary

EX-99.1

Exhibit 99.1

TTM Technologies, Inc. Appoints Two New Independent Directors

Thomas Edman and John Mayer to Retire from the Board in May 2026

Santa Ana, CA – February 2, 2026 – TTM Technologies, Inc. (NASDAQ: TTMI), a leading global manufacturer of technology products, including mission systems, radio frequency (“RF”) components and RF microwave/microelectronic assemblies, and technologically advanced interconnect solutions, including printed circuit boards (“PCB”) and substrates, today announced that, after long and distinguished careers with TTM, Thomas Edman, the Company’s former President and Chief Executive Officer and a current Class I member of the Board of Directors (the “Board”), and John Mayer, a current Class III member of the Board, will retire from the Board effective as of May 7, 2026, immediately following the Company’s 2026 annual meeting of stockholders.

In addition, the Company announced that Daniel G. Korte has been appointed by the unanimous vote of the remaining members of the Board to serve as a Class I director on the Board, effective as of May 7, 2026, to fill the Class I director vacancy that will be created by Mr. Edman’s retirement, with a term expiring at the Company’s 2028 annual meeting of stockholders.

The Company also announced that Ryan D. McCarthy, the 24th Secretary of the Army, has been appointed by the unanimous vote of the remaining members of the Board to serve as a Class III director on the Board, also effective as of May 7, 2026, with a term expiring at the Company’s 2027 annual meeting of stockholders. Mr. McCarthy will succeed outgoing Class III director John G. Mayer, who is required to retire at the Company’s 2026 annual meeting of stockholders pursuant to the TTM Corporate Governance Guidelines that prescribe a mandatory retirement for directors at the age of 75.

“On behalf of the Board and the entire TTM family, we are very appreciative of the exceptional service of Tom Edman and John Mayer over the years. I want to thank Tom for his visionary leadership and tireless commitment, and for leaving a distinguished legacy that will continue to shape TTM for years to come,” said Rex Geveden, Chair of the TTM Board of Directors. “In regard to John Mayer, TTM has benefitted immeasurably from his leadership as a Board member and his many other contributions to the success of TTM, especially as it relates to his extensive expertise in PCB manufacturing in the United States.”

Mr. Geveden continued, “We are excited to welcome Dan and Ryan to our Board. We anticipate that Dan’s prior leadership roles and Chief Executive experience will bolster the Board’s capabilities and Ryan’s experience as the former Secretary of the Army will help us continue our growth trajectory serving the Aerospace and Defense market.”

Dr. Edwin Roks, TTM’s President and CEO added, “I would like to extend congratulations and gratitude to Tom Edman for his remarkable 22 years of board leadership, including over a decade as CEO. His dedication shaped the company we are today. I would also like to thank John Mayer for 26 years of invaluable service. As we welcome two dynamic new board members in Dan and Ryan, I am energized to lead TTM into the future—driving growth, innovation, and technological advancement.”

Biographical Information: Daniel G. Korte

Mr. Korte is a seasoned aerospace and defense executive with demonstrated expertise in identifying and capitalizing on global market opportunities that drive revenue and profitable growth. Mr. Korte joined the board of directors of Ducommun Incorporated (NYSE: DCO) in November 2024 and serves on its Corporate Governance & Nominating Committee. In addition, he has served since 2017 on the board of directors of Woodward, Inc. (NASDAQ: WWD), where he chairs the Human Capital & Compensation Committee.

Most recently, Mr. Korte served as Global Vice President of Aerospace at PPG Industries Inc. (“PPG”), a position he occupied for five years until his retirement in 2023. Under his leadership, the division saw double-digit revenue growth and increased profitability by driving sales and operational efficiencies. Prior

to joining PPG, he served as Chief Executive Officer of LMI Aerospace between 2014 and 2017, where he oversaw the Company’s eventual sale to the Sonaca Group and was the President of the Rolls-Royce Defense Group. From 1985 through 2009, Mr. Korte held various leadership positions at The Boeing Company in supply chain, program management and general management.

Biographical Information: Ryan D. McCarthy

Mr. McCarthy is a seasoned aerospace and defense executive and former U.S. Army Ranger who served as the 24th United States Secretary of the Army from 2019 to 2021 following his nomination by President Donald J. Trump and confirmation by unanimous consent of the U.S. Senate. Mr. McCarthy joined the board of directors of CACI International, Inc. (NYSE: CACI) in 2021 and serves on its Audit and Risk Committee and its Corporate Governance and Nominating Committee. He is also a board member of the Virginia Polytechnic Institute and State University.

Mr. McCarthy has served as an Operating Partner at Capitol Meridian Partners, a private equity firm specializing in aerospace, defense and government services investments. From 2011 to 2017, Mr. McCarthy worked for Lockheed Martin Corporation in sequential vice president roles responsible for the sustainment, customer solutions and program integration of the F-35 Joint Strike Fighter program. Prior to his time at Lockheed Martin Corporation, Mr. McCarthy served as Special Assistant to the Secretary of Defense, Dr. Robert M. Gates, under two different administrations.

About TTM

TTM Technologies, Inc. is a leading global manufacturer of technology products, including mission systems, RF components, RF microwave/microelectronic assemblies, and technologically advanced interconnect solutions, including PCBs and substrates. TTM stands for time-to-market, representing how TTM’s time-critical, one-stop design, engineering and manufacturing services enable customers to reduce the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com.

Forward-Looking Statements

This release contains forward-looking statements that relate to future events or performance. TTM cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect TTM’s current expectations, and TTM does not undertake to update or revise these forward looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other TTM statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond TTM’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, general market and economic conditions, including interest rates, currency exchange rates and consumer spending, demand for TTM’s products, market pressures on prices of TTM’s products, warranty claims, changes in product mix, contemplated significant capital expenditures and related financing requirements, TTM’s dependence upon a small number of customers and other factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of TTM’s public reports filed with the SEC.

Contact:

Sean K.F. Hannan,

Vice President, Investor Relations

TTM Technologies, Inc.

sean.hannan@ttmtech.com

+1 339 466 7737

Winnie Ng

Vice President, Corporate Marketing

TTM Technologies, Inc.

+852 2660 4287 / +1 714 327 3000

winnie.ng@ttm.com