ufpt-20260604

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): June 4, 2026

_______________________________

UFP TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

_______________________________


Delaware	001-12648	04-2314970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Hale Street

Newburyport, Massachusetts - USA 01950-3504

(Address of Principal Executive Offices) (Zip Code)

(978) 352-2200

(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:


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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UFPT	The NASDAQ Stock Market L.L.C.

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 o

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. o

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

Appointment of General Counsel and Senior Vice President of Human Resources

As previously disclosed on May 19, 2026, Christopher P. Litterio, General Counsel, Secretary, and Senior Vice President of Human Resources, informed UFP Technologies, Inc., a Delaware corporation (the “Company”), that he plans to retire from the Company after a period of transition. On June 4, 2026, the Company announced that it had appointed Ryan Stafford as the Company’s General Counsel, Senior Vice President of Human Resources, and Secretary, effective June 4, 2026.

Mr. Stafford, age 58, served as Executive Vice President, Chief Legal Officer, Corporate Secretary, and head of Mergers & Acquisitions at Littelfuse, Inc. (Nasdaq: LFUS), a global manufacturer of electrical protection components. Mr. Stafford joined Littelfuse in 2007 as General Counsel and Vice President of Human Resources, later advancing to Senior Vice President and Chief Legal and Human Resources from 2014 to 2021. In 2021, he was named Executive Vice President, Mergers & Acquisitions and Chief Legal Officer, where he led the company’s acquisition strategy. Prior to Littelfuse, Mr. Stafford held senior legal and operational roles at Tyco International Ltd., including Vice President & General Counsel for Tyco Engineered Products & Services and Vice President of China Operations for the segment. Mr. Stafford began his legal career as an associate at Sulloway & Hollis, a New Hampshire law firm. Mr. Stafford earned a Bachelor of Arts in History and German from Bowdoin College and a Juris Doctor from the University of Maine School of Law.

Pursuant to Mr. Stafford’s employment offer letter (the “Employment Offer Letter”), Mr. Stafford will receive a base salary of $400,000 and is eligible to receive an annual cash bonus with a target opportunity equal to 50% of his base salary. As discussed in more detail below, at a meeting on June 4, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved Mr. Stafford’s 2026 cash bonus plan.

The Employment Offer Letter also provides that Mr. Stafford is eligible to receive annual equity awards commensurate with his position, subject to annual approval by the Compensation Committee. As further discussed below, at its June 4, 2026 meeting, the Compensation Committee approved an annual equity award for Mr. Stafford with an aggregate grant-date value of $650,000, 50% of which was granted in the form of restricted stock units and 50% of which was granted in the form of performance share awards (the “Stafford Grant”).

Other than the Employment Offer Letter, there is no arrangement or understanding with any person pursuant to which Mr. Stafford is being appointed as the Company’s General Counsel, Senior Vice President of Human Resources, and Secretary. There are no family relationships between Mr. Stafford and any director, executive officer, or nominees thereof of the Company. There are no related party transactions between the Company and Mr. Stafford that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The foregoing description of the Employment Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text thereof, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Stock Unit and Performance Share Awards

As previously disclosed, in connection with the appointment of Mitchell C. Rock as the Company’s Chief Executive Officer, the Compensation Committee approved Mr. Rock’s employment offer, which provided that he would be eligible to receive a one-time grant of $650,000 worth of restricted stock units, subject to a three-year vesting period to be awarded upon appointment as Chief Executive Officer.

At its June 4, 2026 meeting, the Compensation Committee instead granted Mr. Rock $650,000 worth of stock unit awards, as further disclosed below. Also at its June 4, 2026 meeting, the Compensation Committee approved each of the Stafford Grant and the Lataille Grant (as defined below).

Subject to the terms of the Company’s 2003 Incentive Plan, as amended and restated (the “2003 Incentive Plan”) and the stock unit award agreement and the performance share agreement, as applicable, evidencing each such award, each stock unit award and performance share award provides the recipient with the right to receive one share of common stock of the Company. The Compensation Committee also approved a grant to Ronald J. Lataille of 4,454 stock unit awards (the “Lataille Grant”), representing $1 million worth of stock unit awards. Fifty percent of the awards will vest on June 5, 2028, and the remaining 50% will vest on March 30, 2029, in each case pursuant to the terms of a separate form of stock unit award agreement. In the event of termination of Mr. Lataille’s Continuous Status as an employee as a result of termination by the Company without Cause or by Mr. Lataille for Good Reason (as such terms are defined in Mr. Lataille’s stock unit award agreement), the SUAs which would have vested following such termination shall continue to vest as if such termination shall not have taken place. Recipients of the stock unit awards and the performance share awards will have no rights as stockholders of the Company in respect thereof, including, without limitation, the right to vote or to receive dividends, until and to the extent any applicable performance objectives have been satisfied, such stock unit awards have vested, and the issuance of the shares of common stock in respect of the stock unit awards has been appropriately evidenced.

Name and Title of Recipient of Stock Unit Awards

Number of Stock Unit Awards

Mitch Rock
Chief Executive Officer

2,895

Ronald J. Lataille
Senior Vice President, Treasurer and Chief Financial Officer

4,454

Ryan Stafford
General Counsel, Senior Vice President of Human Resources, and Secretary

1,448

All stock unit awards listed in the table above are subject to time-based and continuous employment vesting requirements. Except for the Lataille Grant, one-third of the stock unit awards listed above shall vest on March 1, 2027, one-third shall vest on March 1, 2028, and one-third shall vest on March 1, 2029, provided that the recipient remains continuously employed by the Company through each such vesting date.

Name and Title of Recipient of Performance Share Awards

Column A

Number of “Target”

Performance Share Awards

(Upon Attainment of Certain

Performance Objectives related to Operating income and Return on Invested Capital)

Column B

Number of “Maximum”

Performance Share Awards

(Upon Attainment of

All Performance Objectives related to Operating income and Return on Invested Capital, includes Awards from Column A)

Ryan Stafford
General Counsel, Senior Vice President of Human Resources, and Secretary

1,448

2,896

The performance share awards listed in Columns A and B are subject to the Company meeting certain performance objectives (the “Performance Objectives”). The Compensation Committee shall determine whether and to what extent any of the Performance Objectives have been achieved by the Company. Such determination is currently expected to take place in February 2029. The issuance date for the performance share awards listed in Columns A and B is March 1, 2029, assuming achievement of the applicable Performance Objectives.

Any unvested stock unit awards shall terminate upon the cessation of a recipient’s employment with the Company. Any unvested performance share awards shall terminate upon the cessation of a recipient’s employment with the Company, except if employment is terminated due to death or disability, or upon a change in control (as defined in the 2003 Incentive Plan), upon which the unvested performance share awards shall vest immediately at the “Target” amount in Column A.

In the event of a change in control of the Company (as defined in the 2003 Incentive Plan), any unvested awards listed in each of Columns A and B above shall become fully vested as of the effective date of such change in control, provided that the recipient has been continuously employed by the Company through the date immediately prior to the effective date of such change in control, and, with respect to the stock unit awards listed in Columns A and B above, subject to achievement of any applicable Performance Objectives prior to the effective date of such change in control.

The above description of the stock unit awards and the performance share awards is qualified in its entirety by reference to the text of the stock unit award agreement, or the performance share award agreement evidencing such awards, as applicable, copies of the forms of which are attached hereto as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5, respectively, and are incorporated herein in their entirety by reference.

Mr. Stafford Cash Bonus Plan

Also at its June 4, 2026 meeting, the Compensation Committee approved the corporate financial performance targets and individual performance goals for a 2026 cash bonus plan for Mr. Stafford. The target amount is 50% of his base salary. The actual amount of each cash bonus, if any, will be subject to increase or decrease at the discretion of the Compensation Committee.

Appointment of Chief Executive Officer

On June 4, 2026, the Board of Directors of the Company (the “Board”) appointed Mitchell C. Rock as Chief Executive Officer of the Company, effective as of June 4, 2026.

Other than Mr. Rock’s employment offer letter, there are no arrangements or understandings between Mr. Rock and any other person pursuant to which Mr. Rock will be promoted to Chief Executive Officer of the Company. There are no family relationships between Mr. Rock and any director or executive officer of the Company, and he has no indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

For more information about Mr. Rock, please see the Company’s DEF 14A, filed with the U.S. Securities and Exchange Commission on April 30, 2026.

Increase in Board Size

On June 4, 2026, the Board resolved to increase the size of the Board from seven members to eight members.

Appointment of New Director

On June 4, 2026, the Board appointed Mitchell C. Rock to fill the vacancy on the Board created by such increase in Board size. Mr. Rock will serve on the Board until the Company’s next annual stockholder meeting or until his successor has been duly appointed and qualified or until his earlier death, resignation, retirement, disqualification, removal from office or other cause.

There is no arrangement or understanding with any person pursuant to which Mr. Rock is being appointed as a member of the Board. There are no family relationships between Mr. Rock and any director, executive officer, or

nominees thereof of the Company. There are no related party transactions between the Company and Mr. Rock that would require disclosure under Item 404(a) of Regulation S-K under the Exchange Act.

Item 7.01             Regulation FD Disclosure.

A copy of the Company’s press release regarding the matters described above has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

10.1^						Employment Offer Letter, Ryan Stafford.
10.2						Form of Stock Unit Award Agreement by and between the Company and Mitchell C. Rock.
10.3						Form of Stock Unit Award Agreement by and between the Company and Ryan Stafford.
10.4^						Form of Performance Share Agreement by and between the Company and Ryan Stafford.
10.5						Form of Stock Unit Award Agreement by and between the Company and Ronald J. Lataille.
99.1						Press Release dated June 4, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
†						Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.
^						Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

SIGNATURE

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.


	UFP Technologies, Inc.


Date: June 10, 2026	By:	/s/ Ronald J. Lataille
		Ronald J. Lataille
		Sr. Vice President, Treasurer and Chief Financial Officer

Exhibit 10.1

CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

May 1, 2026

Ryan Stafford

[**]

Dear Ryan,

I am pleased to extend this offer of employment to you, and I am excited about you joining our team at UFP Technologies. Please take a moment to read this letter and the attached materials. If you have any questions, please feel free to contact me directly.

Your position will be General Counsel, Secretary & SVP Human Resources reporting to me. Your anticipated start date is Monday, June 1, 2026, pending the completion and review of the items below. The pre-employment background screen and reference checks will not be performed until you have signed and returned this letter.

Base Salary: $400,000 per year, which equates to approximately $7,692.30 per week. You will be paid as a New Hampshire resident working primarily in New Hampshire. You will be responsible for payment of taxes to Massachusetts or any other state as required by law.

Bonus: You will be eligible for an annual bonus with a target of 50% of your base salary.

Your 2026 bonus will be pro-rated and paid in March of 2027. Payment will be based upon the Company’s achievement of financial performance, your individual goal achievement and subject to approval by the Compensation Committee of the Board of Directors.

Equity: You will be eligible to receive annual restricted stock unit (RSU) awards commensurate with your position. All awards are subject to annual approval (typically in March) by the Compensation Committee of the Board of Directors. If approved by the Compensation Committee, subject to 3-year vesting periods described below , your level would receive $650,000 worth of RSU’s broken out as follows:

•$325,000 worth of RSUs would be subject to an equal three-year, time-based vesting schedule beginning the year after the award.

•An additional $325,000 worth of PSUs would be subject to three-year performance metrics tied to Return on Invested Capital and cumulative Operating Income established by the Compensation Committee for the executive team. The total earned PSUs will vest 100% at the end of the three year period.

•For 2026, subject to Compensation Committee approval, you will be awarded RSUs and PSUs at the above levels based on the metrics and vesting schedule approved for the executive team by the Compensation Committee at its February 10, 2026, meeting.

Paid Time Off: You will be eligible to accrue three weeks (120 hours/year) of paid time off (PTO).

After fulfilling the applicable waiting periods, you will be eligible for UFP’s full benefits package, which includes medical, dental, vision, life, and disability insurance, a pre-tax flexible spending plan, and a 401(k) plan with a Safe Harbor match. Please refer to the attached Benefits Overview for details.

100 Hale Street, Newburyport MA 01950 USA | tel. 978-352-2200 | www.ufpt.com

UFP Technologies (2 of 2)

This offer of employment, along with your continued employment, is contingent upon the following:

•Pre-Employment Drug Screen:

Prior to your start date, you must pass a pre-employment drug screen. After acceptance of this offer, you will receive an email from our team to schedule your test.

•Pre-Employment Background Screen:

Successful completion of a background screen that will be performed by a third-party vendor to determine employment eligibility. Once we receive your signed offer letter, we will send you a link to Checkr. On their website you complete the background authorization digitally and upload any necessary documents directly through their platform. You’ll also be able to log into their candidate portal to monitor the progress of your screening.

•Background credit review report: ADP will conduct a credit review.

•Professional References:

Please provide at least three professional references – name, title, best phone number.

•Confidentiality / Non-Compete Agreement:

You will be required to sign a Confidentiality / Non-Compete Agreement. A copy is enclosed for your review. Please sign and submit to Flo Sanchez at [email protected] at least seven days prior to your start date.

•Verification of your eligibility to work in the US:

This entails completion of Form I-9 (Employment Eligibility Verification) and providing documentation establishing your identity and eligibility to work in the United States. A list of acceptable forms of documentation is attached. You may also visit www.uscis.gov to obtain information on the I-9 form. Documents will be requested on the first day of employment.

A New Hire Orientation will be scheduled with our Human Resources Department, during your first week.

Employment with UFP Technologies is at-will; either party may terminate the employment relationship at any time with or without cause or notice.

I ask that you timely indicate your acceptance of this offer by signing a copy of this letter in the space provided below and returning it to my attention, along with the completed background credit check authorization form, so that our background screen and reference checks do not delay for your start date.

We are all very excited to have you join the team at UFP Technologies! Sincerely,

Mitch Rock

AGREED TO AND ACCEPTED BY:

President

[**]

Ryan Stafford

[**]

[Signature]

[Date]

100 Hale Street, Newburyport MA 01950 USA | tel. 978-352-2200 | www.ufpt.com

Encl: Background Check Authorization Benefits Overview

Confidentiality / Non-Compete Agreement Form I-9 List of Acceptable Documents

100 Hale Street, Newburyport MA 01950 USA | tel. 978-352-2200 | www.ufpt.com

Exhibit 10.2

STOCK UNIT AWARD AGREEMENT

(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)

This Stock Unit Award Agreement is entered into as of the 4th day of June, 2026 by and between UFP Technologies, Inc. (hereinafter the “Company”) and Mitchell C. Rock (the “Awardee”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Company’s 2003 Incentive Plan, as amended (the “Plan”). Stock Unit Awards (SUA’s) represent the Company’s unfunded and unsecured promise to issue shares of Common Stock at a future date, subject to the terms of this Award Agreement and the Plan. Awardee has no rights under the SUAs other than the rights of a general unsecured creditor of the Company.

1. Grant of Stock Unit Awards; Vesting.

(a) The Company hereby awards to the Awardee hereto upon the terms and subject to the conditions hereinafter contained 2,895 SUAs. Subject to the terms of this Award Agreement and the Plan and provided that Awardee remains continuously employed throughout the vesting periods set out below, the SUAs shall vest and be converted into an equivalent number of shares of Common Stock that will be distributed to the Awardee as follows; provided that fractional SUAs shall be converted into shares of Common Stock as set out in Section 8 of this Award Agreement:


Vesting Date						Percentage of SUAs
March 1, 2027						33 1/3 %
March 1, 2028						33 1/3 %
March 1, 2029						33 1/3 %

(b) Payment with respect to vested SUA’s shall be made entirely in the form of shares of Common Stock of the Company on each respective vesting date as set forth above.

2. Change in Control. Notwithstanding the vesting schedule set forth in Section 1(a) above: if there is a Change in Control of the Company (as defined in the Plan) and the Awardee’s Continuous Status as an employee, as contemplated by Section 4 hereof, shall not have been terminated as of the date immediately prior to the effective date of such Change in Control, then subject to the provisions of Section 21 of this Award Agreement, any SUA’s which are not already vested shall become vested in full as of the effective date of such Change in Control.

3. Termination. Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s rights under this Award Agreement with respect to the SUAs issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.

4. Termination of Awardee’s Continuous Status as an Employee. Except as otherwise specified in Section 5 and 6 below, in the event of termination of Awardee’s Continuous Status as an employee of the Company, Awardee’s rights under this Award Agreement in any unvested SUAs shall terminate. For purposes of this Award Agreement, an Awardee’s Continuous Status as an employee shall mean the absence of any interruption or termination of service as an employee. Continuous Status as an employee shall not be considered interrupted in the case of sick leave or leave of absence for which Continuous Status is not considered interrupted as determined by the Company in its sole discretion.

5. Disability of Awardee. Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Continuous Status as an employee as a result of disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”), the SUAs which would have vested during the twelve (12) months following the date of such termination, set forth in Section 1(a) shall become vested as of the date of such termination, subject, however, to the provisions of Section 21 of this Award Agreement. If Awardee’s Disability originally required him or her to take a short-term disability leave which was later converted into long-term disability, then for the purposes of the preceding sentence the date on which Awardee ceased performing services shall be deemed to be the date of commencement of the short-term disability leave. The Awardee’s rights in any unvested SUAs that remain unvested after the application of this Section 5 shall terminate at the time Awardee ceases to be in Continuous Status as an employee.

6. Death of Awardee. Notwithstanding the provisions of Section 4 above, in the event of the death of Awardee:

(a) If the Awardee was, at the time of death, in Continuous Status as an employee, the SUAs which would have vested during the twelve (12) months following the date of death of Awardee, set out in Section 1(a) above shall become vested as of the date of death.

(b) The Awardee’s rights in any unvested SUAs that remain after the application of Section 6(a) shall terminate at the time of the Awardee’s death.

7. Value of Unvested SUAs. In consideration of the award of these SUAs, Awardee agrees that upon and following termination of Awardee’s Continuous Status as an employee for any reason (whether or not in breach of applicable laws), and regardless of whether Awardee is terminated with or without cause, notice, or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, any unvested SUAs under this Award Agreement shall be deemed to have a value of zero dollars ($0.00).

8. Conversion of SUAs to shares of Common Stock; Responsibility for Taxes.

(a) Provided Awardee has satisfied the requirements of Section 8(b) below, and subject to the provisions of Section 21 below, on the vesting of any SUAs, such vested SUAs shall be converted into an equivalent number of shares of Common Stock that will be

distributed to Awardee or, in the event of Awardee’s death, to Awardee’s legal representative, as soon as practicable. The distribution to the Awardee, or in the case of the Awardee’s death, to the Awardee’s legal representative, of shares of Common Stock in respect of the vested SUAs shall be evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means as determined by the Company.

(b) Regardless of any action the Company takes with respect to any or all income tax (including federal, state and local taxes), social security, payroll tax or other tax-related withholding (“Tax Related Items”), Awardee acknowledges that the ultimate liability for all Tax Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the SUAs, including the grant of the SUAs, the vesting of SUAs, the conversion of the SUAs into shares of Common Stock, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) does not commit to structure the terms of the grant or any aspect of the SUAs to reduce or eliminate the Awardee’s liability for Tax Related Items. Prior to the issuance of shares of Common Stock upon vesting of SUAs as provided in Section 8(a) above, Awardee shall pay, or make adequate arrangements satisfactory to the Company, in its sole discretion, to satisfy all withholding obligations of the Company. In this regard, Awardee authorizes the Company to withhold all applicable Tax Related Items legally payable by Awardee from Awardee’s wages or other cash compensation payable to Awardee by the Company. Alternatively, or in addition, if permissible under applicable law, the Company may, in its sole discretion, (i) sell or arrange for the sale of shares of Common Stock to be issued to satisfy the withholding obligation, and/or (ii) withhold in shares of Common Stock, provided that the Company shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. Awardee shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold as a result of Awardee’s receipt of SUAs, or the conversion of SUAs to shares of Common Stock that cannot be satisfied by the means previously described. Except where applicable legal or regulatory provisions prohibit, the standard process for the payment of an Awardee’s Tax Related Items shall be for the Company to withhold in shares of Common Stock only to the amount of shares necessary to satisfy the minimum withholding amount. The Company may refuse to deliver shares of Common Stock to Awardee if Awardee fails to comply with Awardee’s obligation in connection with the Tax Related Items as described herein.

(c) In lieu of issuing fractional shares of Common Stock, on the vesting of a fraction of a SUA, the Company shall round the shares to the nearest whole share and any such share which represents a fraction of a SUA will be included in a subsequent vest date.

promptly upon the vesting of SUAs. No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner of the shares of Common Stock, except as provided in Section 8 of the Plan.

(e) By accepting the Award of SUAs evidenced by this Award Agreement, Awardee agrees not to sell any of the shares of Common Stock received on account of vested SUAs at a time when applicable laws or Company policies prohibit a sale. This restriction shall apply so long as Awardee is an employee, consultant or outside director of the Company or a subsidiary of the Company.

(f) Adjustments and other matters relating to stock dividends, stock splits, recapitalizations, reorganizations, Corporate Events and the like shall be made and determined in accordance with Section 6 of the Plan, as in effect on the date of this Agreement.

9. Non-Transferability of SUAs. Awardee’s right in the SUAs awarded under this Award Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution, prior to the distribution of the shares of Common Stock in respect of such SUAs. SUAs shall not be subject to execution, attachment or other process.

10. Acknowledgment of Nature of Plan and SUAs. In accepting the Award, Awardee acknowledges that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b) the Award of SUAs is voluntary and occasional and does not create any contractual or other right to receive future awards of SUAs, or benefits in lieu of SUAs even if SUAs have been awarded repeatedly in the past;

(d) Awardee’s participation in the Plan is voluntary;

(e) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(f) if Awardee receives shares of Common Stock, the value of such shares of Common Stock acquired on vesting of SUAs may increase or decrease in value;

(g) notwithstanding any terms or conditions of the Plan to the contrary and consistent with Section 4 and Section 7 above, in the event of involuntary termination of Awardee’s employment (whether or not in breach of applicable laws), Awardee’s right to receive

SUAs and vest under the Plan, if any, will terminate effective as of the date that Awardee is no longer actively employed and will not be extended by any notice period mandated under applicable law; furthermore, in the event of involuntary termination of employment (whether or not in breach of applicable laws), Awardee’s right to receive shares of Common Stock pursuant to the SUAs after termination of employment, if any, will be measured by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under applicable law. The Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of the award of SUAs; and

(h) Awardee acknowledges and agrees that, regardless of whether Awardee is terminated with or without cause, notice or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, Awardee has no right to, and will not bring any legal claim or action for, (a) any damages for any portion of the SUAs that have been vested and converted into Common Shares, or (b) termination of any unvested SUAs under this Award Agreement.

11. No Employment Right. Awardee acknowledges that neither the fact of this Award of SUAs nor any provision of this Award Agreement or the Plan or the policies adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with the Company, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award of SUAs makes Awardee’s employment with the Company for any minimum or fixed period, and that such employment is subject to the mutual consent of Awardee and the Company, and subject to any written employment agreement that may be in effect from time to time between the Company and the Awardee, may be terminated by either Awardee or the Company at any time, for any reason or no reason, with or without cause or notice or any kind of pre- or post-termination warning, discipline or procedure.

12. Administration. The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such term is defined in Section 2 of the Plan), and the Committee shall have all powers and discretion with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement by the Committee and any decision made by the Committee with respect to the Award Agreement shall be final and binding on all parties.

13. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the terms of the Plan, and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.

14. Notices. Any written notices provided for in this Award Agreement which are sent by mail shall be deemed received three business days after mailing, but not later than the date of actual receipt. Notices shall be directed, if to Awardee, at the Awardee’s address

indicated by the Company’s records and, if to the Company, at the Company’s principal executive office.

15. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to SUAs awarded under the Plan or future SUAs that may be awarded under the Plan by electronic means or request Awardee’s consent to participate in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

16. Acknowledgment. By Awardee’s acceptance as evidenced below, Awardee acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement and the Plan. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and the Plan, as the latter may be amended from time to time in the Company’s sole discretion. In addition, the Awardee acknowledges that the Award and rights granted to the Awardee hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.

17. [Intentionally Omitted]

18. Governing Law. This Award Agreement shall be governed by the laws of the State of Delaware, without regard to Delaware laws that might cause other law to govern under applicable principles of conflicts of law.

19. Severability. If one or more of the provisions of this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.

20. Complete Award Agreement and Amendment. This Award Agreement and the Plan constitute the entire agreement between Awardee and the Company regarding SUAs. Any prior agreements, commitments or negotiations concerning these SUAs are superseded. This Award Agreement may be amended only by written agreement of Awardee and the Company, without consent of any other person. Awardee agrees not to rely on any oral information regarding this Award of SUAs or any written materials not identified in this Section 20.

21.Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the

Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

EXECUTED the day and year first above written.

UFP TECHNOLOGIES, INC.

By:

R. Jeffrey Bailly

Executive Chairman

AWARDEE’S ACCEPTANCE:

I have read and fully understood this Award Agreement and, as referenced in Section 16 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents referenced in it.

Mitchell C. Rock

Exhibit 10.3

STOCK UNIT AWARD AGREEMENT

(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)

This Stock Unit Award Agreement is entered into as of the 4th day of June, 2026 by and between UFP Technologies, Inc. (hereinafter the “Company”) and Ryan Stafford (the “Awardee”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Company’s 2003 Incentive Plan, as amended (the “Plan”). Stock Unit Awards (SUA’s) represent the Company’s unfunded and unsecured promise to issue shares of Common Stock at a future date, subject to the terms of this Award Agreement and the Plan. Awardee has no rights under the SUAs other than the rights of a general unsecured creditor of the Company.

1. Grant of Stock Unit Awards; Vesting.

(a) The Company hereby awards to the Awardee hereto upon the terms and subject to the conditions hereinafter contained 1,448 SUAs. Subject to the terms of this Award Agreement and the Plan and provided that Awardee remains continuously employed throughout the vesting periods set out below, the SUAs shall vest and be converted into an equivalent number of shares of Common Stock that will be distributed to the Awardee as follows; provided that fractional SUAs shall be converted into shares of Common Stock as set out in Section 8 of this Award Agreement:


Vesting Date						Percentage of SUAs
March 1, 2027						33 1/3 %
March 1, 2028						33 1/3 %
March 1, 2029						33 1/3 %

(b) Payment with respect to vested SUA’s shall be made entirely in the form of shares of Common Stock of the Company on each respective vesting date as set forth above.

6. Death of Awardee. Notwithstanding the provisions of Section 4 above, in the event of the death of Awardee:

(b) The Awardee’s rights in any unvested SUAs that remain after the application of Section 6(a) shall terminate at the time of the Awardee’s death.

8. Conversion of SUAs to shares of Common Stock; Responsibility for Taxes.

10. Acknowledgment of Nature of Plan and SUAs. In accepting the Award, Awardee acknowledges that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(d) Awardee’s participation in the Plan is voluntary;

(e) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(f) if Awardee receives shares of Common Stock, the value of such shares of Common Stock acquired on vesting of SUAs may increase or decrease in value;

indicated by the Company’s records and, if to the Company, at the Company’s principal executive office.

17. [Intentionally Omitted]

EXECUTED the day and year first above written.

UFP TECHNOLOGIES, INC.

By:

Mitchell C. Rock

Chief Executive Officer

AWARDEE’S ACCEPTANCE:

Ryan Stafford

Exhibit 10.4

UFP TECHNOLOGIES, INC.

2026 FORM OF PERFORMANCE SHARE AGREEMENT

(3-Year Performance Period)

June 4, 2026

On June 4, 2026 UFP Technologies, Inc. (the “Company”) granted you a Performance Share Award (the “Award”) under the Company’s 2003 Incentive Plan (the “Plan”). The Award is granted subject to the enclosed Terms and Conditions – [2026-2028] Performance Share Award (the “Terms and Conditions”).

You have been granted ___________________* Performance Shares.

* [insert here the dollar value awarded as per the draft resolutions, divided by the closing stock price on 6-4-26].

A percentage of your base award, not to exceed 200%, will be earned on December 31, 2028 and will vest and be awarded on or about March 1, 2029 and will be issued in shares of the Company’s Common Stock., $.01 par value.

As described in the Terms and Conditions, the payout percentage for this Award depends on the level of achievement of two performance objectives over the three-year performance period 2026-2029 (“Performance Period”), as adjusted by a payout multiplier. 50% of your Award is based upon the Company’s Adjusted Operating Income (“OI”)1 for the Performance Period and 50% is based upon the Company’s average Return on Invested Capital (“ROIC”) for the Performance Period, according to the schedules below. Awards will be pro-rated to the nearest whole share for performance between Threshold and Target and between Target and Maximum.

[**]

This award letter and the enclosed materials are part of a prospectus covering securities that have been registered under the Securities Act of 1933. Neither the Securities and Exchange

1 Adjusted Operating Income is defined herein as Operating Income on the Corporation’s 10-K, excluding (i) the effect of (non-recurring restructuring charges related to plant closings and consolidations, (ii) intangible amortization, (iii) contingent consideration adjustments, (iv) acquisition related costs, and (v) other one-time items.

Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete.

You are not required to accept the Award. By signing below, you confirm that you understand and agree that this Award of Performance Shares is granted in exchange for you agreeing to the Terms and Conditions and the Plan, that the Terms and Conditions and the Plan are included in this Agreement by reference, and that you are not otherwise entitled to the Award. A summary of the Plan and the Company’s most recent Annual Report to Shareholders are available upon request to the Corporate Human Resources Department.

UFP TECHNOLOGIES, INC.

By:

Mitchell C. Rock

Chief Executive Officer

Accepted and Agreed:

Date:

Ryan Stafford

2023-2025 TERMS AND CONDITIONS - PERFORMANCE SHARE AWARD


1.			Performance Period. Your payout under this Performance Share Award (the “Award”) will depend on (i) the base award shown on your Award Agreement and (ii) the Company’s, performance during the three-year period beginning January 1, 2026 and ending December 31, 2028 (the “Performance Period”).


2.			Performance Objectives and Payout Multiplier. The payout under this Award is based upon the level of achievement of two performance objectives. [**] The maximum payout percentage for the Award is 200%.


			a.			[**]


			b.			[**]


3.			Vesting of Award and Form of Payout. With the exception of early vesting for circumstances described in Sections 4 and 5, this Award will be earned on December 31, 2028 (the “Vesting Date”). Your vested Award will be paid out in shares of the Company’s Common Stock, $.01 par value on or about March 1, 2029. (the “Payout Date”). On the Payout Date, the Company will issue to you the number of Performance Shares earned, subject to reduction for tax withholding.


4.			Termination of Employment.


			a.			Except as provided in Section 4(c), and Section 5, if your employment is terminated for any reason before the Vesting Date, your right to this Award will terminate immediately upon such termination of employment. Termination of employment and similar terms when used in this Award refer to a termination of employment that constitutes a separation from service within the meaning of Section 409A of the Internal Revenue Code.


			b.			[intentionally omitted]


			c.			If your termination of employment during the Performance Period is due to death or Disability (as defined below), your Award will vest immediately at the Target amount of your Base Award and be payable within 60 days of such event.

“Disability” means the inability to substantially perform your duties and responsibilities by reason of any accident or illness that can be expected to result in death or to last for a continuous period of not less than one year.


			d.			The employment relationship will be treated as continuing intact while you are on military, sick leave or other bona fide leave of absence if (i) the Company does not terminate the employment relationship or (ii) your right to re-employment is guaranteed by statute or by contract.


5.			Change in Control. If there is a Change in Control of the Company (as defined in the Plan) during the Performance Period and your continuous status as an employee shall not have been terminated as of the date immediately prior to the effective date of such Change in Control, then subject to the provisions of Section 14 of this Performance Share Agreement, your Award will vest immediately at the Target amount of your Base Award and be payable as of the date immediately prior to the closing date of such Change in Control event.


6.			Transferability. The Performance Shares may not be transferred, assigned, pledged or otherwise encumbered until the underlying shares have been issued.


7.			No Rights as Shareholder. You will not have the rights of a shareholder with respect to the Performance Shares until the shares have been issued. You will not have the right to vote the shares or receive any dividends that may be paid on the underlying shares prior to issuance.


8.			Withholding. You will recognize taxable income equal to the fair market value of the shares underlying the Award on the Payout Date. This amount is subject to ordinary income tax and payroll tax. The Company will withhold (at the Company’s required withholding rate) any amount required to satisfy applicable tax laws in shares otherwise subject to the payout. The income and tax withholding generated by your payout will be reported on your W-2. If your personal income tax rate is higher than the Company’s required withholding rate, you will owe additional tax on the issuance. After payment of the ordinary income tax, the shares you receive for the Stock Portion of your payout will have a tax basis equal to the closing price of UFP Technologies stock on the Vesting Date.


9.			Restrictive Covenants. Due to your leadership role in the Company, you are in a position of trust and confidence and have access to and knowledge of valuable confidential information of the Company, including business processes, techniques, plans, and strategies across the Company, trade secrets, sensitive financial and legal information, terms and arrangements with business partners, customers, and suppliers, trade secrets, and other confidential information that if known outside the Company would cause irreparable harm to the Company. In addition, you may have influence upon customer or supplier relationships, goodwill or loyalty which are valuable interests to the Company.

During your employment and through one year after the Payout Date of this Award, you will not directly or indirectly (i) solicit orders from or seek or propose to do business with any customer, supplier, or vendor of the Company or its subsidiaries or affiliates (collectively, the “Companies”) relating to any Competitive Activity, (ii) influence or attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies, or (iii) engage in activity that may require or inevitably will require disclosure of trade secrets, proprietary information, or confidential information. “Competitive Activity” means any manufacture, sale, distribution, engineering, design, promotion or other activity that competes with any business of the Companies in which you were involved during the last year of your employment in the Restricted Territory. “Restricted Territory” means any geographic area in which any of the following occurred or existed during the last year of your employment with one or more of the Companies: (i) you contacted any customer, supplier or vendor, or (ii) any customer, supplier or vendor you serviced or used were located, or (iii) operations for which you had responsibility sold any products, or (iv) any products you designed were sold or distributed. You agree the covenants in this Section are reasonable in time and scope and justified based on your position and receipt of the Award. In the event you violate the terms of this Section, the one-year term of the restrictive covenants shall be automatically extended by the period you were violating any term of this Section and by any period that the Companies seek to enforce its rights for any violating conduct through litigation.

If you violate the preceding paragraph, then you will pay to the Company any Award Gain you realized from this Award. “Award Gain” of your Award is equal to (i) the number of shares distributed to you on the Payout Date of this Award times the fair market value of UFP Technologies stock on the Payout Date (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. In addition, the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against you for any breach or threatened breach of this Section from any court of competent jurisdiction, without the necessity of showing any actual damages or showing money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief shall be in addition to, not in lieu of, any legal remedies, monetary damages, or other available forms of relief. If any restriction in this Section is deemed unenforceable, then you and the Company contemplate that the appropriate court will reduce the scope or other provisions and enforce the restrictions set out in this section in their reduced form. The covenants in this Section are in addition to any similar covenants under any other agreement between the Company and you.


10.			Repayment of Awards. If, within 24 months after an Award is paid, the Company is required to restate previously reported financial results, the Committee will require all Award recipients to repay any amounts paid in excess of the amounts that would have been paid based on the restated financial results. The Committee will issue a written Notice of Repayment documenting the corrected Award calculation and the amount and terms of repayment. In addition, the Committee may require repayment of the entire Award from any Award recipients determined, in its discretion, to be personally responsible for gross misconduct or fraud that caused the need for the restatement. The Award recipient must repay the amount specified in the Notice of Repayment. The Committee may, in its discretion, reduce a current year Award payout as necessary to recoup any amounts outstanding under a previously issued Notice of Repayment


11.			Award Not Benefit Eligible. This Award will be considered special incentive compensation and will not be included as earnings, wages, salary or compensation in any pension, retirement, welfare, life insurance or other employee benefit plan or arrangement of the Company.


12.			Plan Controls; Committee. This Award is subject to all terms, provisions and definitions of the Plan, which is incorporated by reference. In the event of any conflict, the Plan will control over this Award. Upon request, a copy of the Plan will be furnished to you. The Plan is administered by a committee of non-employee directors or their designees (the “Committee”). The Committee’s decisions and interpretations with regard to this Award will be binding and conclusive.


13.			Assignment. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Award in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Award. As used in this Award, “Company” means (i) UFP Technologies, Inc., its subsidiaries and affiliates, and (ii) any successor to its business and/or assets which executes and delivers the agreement provided for in this Section or which otherwise becomes bound by all the terms and provisions of this Award by operation of law.


14.			Section 409A. The Company believes this Award constitutes a short-term deferral within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder. Notwithstanding anything contained in these terms and conditions, it is intended that the Award will at all times meet the requirements of Section 409A and any regulations or other guidance issued thereunder, and that the provisions of the Award will be interpreted to meet such requirements. To the extent permitted by Section 409A, the Committee retains the right to delay a distribution of this Award if the distribution would violate securities laws or otherwise result in material harm to the Company.


15.			Data Privacy. You acknowledge and agree that the Company may collect, use and share your personal information, including transferring the personal information to the United States (which may have different data privacy laws and protections than one’s home country), to implement and administer the Award. This personal information may include, without limitation, your: employee identification number; national identification number; first and last names; home and other physical address; email addresses; telephone and fax numbers; dates of birth; organization name, job title, and department name; reporting hierarchy; work history; performance ratings; and payroll information. The Company will collect, process, and transfer the personal information pursuant to a proper legal basis and with appropriate safeguards, and may disclose such information to non-agent third parties assisting the Company in administering the Award. Additional information concerning the Company’s collection and use of your personal information is available in the Privacy Policy located on the Company’s intranet site.


16.			Other. In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment.

This Award is entered into and accepted in Newburyport, Massachusetts. The Award will be governed by Massachusetts law, excluding any conflicts or choice of law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction.

Any action or proceeding arising from or related to this Award is subject to the exclusive venue and subject matter jurisdiction of the Superior Court of Suffolk County, Massachusetts or the United States District Court for the District of Massachusetts, and the parties agree to submit to the jurisdiction of such Courts. The parties also waive the defense of an inconvenient forum and agree not to seek any change of venue from such Courts.

Exhibit 10.5

STOCK UNIT AWARD AGREEMENT

(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)

This Stock Unit Award Agreement is entered into as of the 4th day of June, 2026 by and between UFP Technologies, Inc. (hereinafter the “Company”) and Ronald J. Lataille (the “Awardee”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Company’s 2003 Incentive Plan, as amended (the “Plan”). Stock Unit Awards (SUA’s) represent the Company’s unfunded and unsecured promise to issue shares of Common Stock at a future date, subject to the terms of this Award Agreement and the Plan. Awardee has no rights under the SUAs other than the rights of a general unsecured creditor of the Company.

1. Grant of Stock Unit Awards; Vesting.

(a) The Company hereby awards to the Awardee hereto upon the terms and subject to the conditions hereinafter contained 4,454 SUAs. Subject to the terms of this Award Agreement and the Plan and provided that Awardee remains continuously employed throughout the vesting periods set out below, the SUAs shall vest and be converted into an equivalent number of shares of Common Stock that will be distributed to the Awardee as follows; provided that fractional SUAs shall be converted into shares of Common Stock as set out in Section 8 of this Award Agreement:


Vesting Date						Percentage of SUAs
June 5, 2028						50%
March 30, 2029						50%

(b) Payment with respect to vested SUA’s shall be made entirely in the form of shares of Common Stock of the Company on each respective vesting date as set forth above.

3. Termination. Unless terminated earlier under Section 4, 6 or 7 below, an Awardee’s rights under this Award Agreement with respect to the SUAs issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.

4. Termination of Awardee’s Continuous Status as an Employee. Except as otherwise specified in Section 5 and 6 and 7 below, in the event of termination of Awardee’s Continuous Status as an employee of the Company, Awardee’s rights under this Award Agreement in any unvested SUAs shall terminate. For purposes of this Award Agreement, an Awardee’s Continuous Status as an employee shall mean the absence of any interruption or termination of service as an employee. Continuous Status as an employee shall not be considered interrupted in the case of sick leave or leave of absence for which Continuous Status is not considered interrupted as determined by the Company in its sole discretion.

5. Termination of Employment Without Cause or for Good Reason. Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Continuous Status as an employee as a result of termination by the Company without Cause or by Awardee for Good Reason, the SUAs which would have vested following such termination shall continue to vest as if such termination shall not have taken place, subject, however, to the provisions of Section 21 of this Award Agreement. For purposes of this Agreement, “Cause” shall mean (i) conviction of, or the entry of a pleading of nolo contendere by Awardee to, a felony or a misdemeanor involving fraud, embezzlement or similar act of dishonesty committed by Awardee against the Company, with all appeals relating thereto having been successfully exhausted, (ii) the material breach of Awardee’s obligations under any confidentiality agreement with the Company executed by Awardee, or (iii) Awardee’s willful and continued failure to perform his employment duties and obligations, unless any of such acts or omissions were done or omitted to be done in good faith and with the reasonable belief that such act or omission was in the best interests of the Company. “Good Reason” shall mean (i) reduction in Awardee’s base salary below $485,000 or such higher base salary as is in effect immediately prior to such reduction, (ii) removal from Awardee’s positions as Senior Vice President and Chief Fjnancial Officer of the Company, or failure to re-elect or reappoint Awardee to such positions, (iii) a material decrease in Awardee’s duties or responsibilities or the assignment to Awardee of duties and responsibilities, which are materially inconsistent with such positions, (iv) the Company's requiring Awardee to relocate his permanent residence outside the Greater Boston, Massachusetts area.

6. Disability of Awardee. Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Continuous Status as an employee as a result of disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”), the SUAs which would have vested during the twelve (12) months following the date of such termination, set forth in Section 1(a) shall become vested as of the date of such termination, subject, however, to the provisions of Section 21 of this Award Agreement. If Awardee’s Disability originally required him or her to take a short-term disability leave which was later converted into long-term disability, then for the purposes of the preceding sentence the date on which Awardee ceased performing services shall be deemed to be the date of commencement of the short-term disability leave. The Awardee’s rights in any unvested SUAs that remain unvested after the application of this Section 6 shall terminate at the time Awardee ceases to be in Continuous Status as an employee.

7. Death of Awardee. Notwithstanding the provisions of Section 4 above, in the event of the death of Awardee:

(b) The Awardee’s rights in any unvested SUAs that remain after the application of Section 7(a) shall terminate at the time of the Awardee’s death.

8 Value of Unvested SUAs. In consideration of the award of these SUAs, Awardee agrees that upon and following termination of Awardee’s Continuous Status as an employee for any reason (whether or not in breach of applicable laws), and regardless of whether Awardee is terminated with or without cause, notice, or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, any unvested SUAs under this Award Agreement shall be deemed to have a value of zero dollars ($0.00).

9. Conversion of SUAs to shares of Common Stock; Responsibility for Taxes.

(a) Provided Awardee has satisfied the requirements of Section 9(b) below, and subject to the provisions of Section 21 below, on the vesting of any SUAs, such vested SUAs shall be converted into an equivalent number of shares of Common Stock that will be distributed to Awardee or, in the event of Awardee’s death, to Awardee’s legal representative, as soon as practicable. The distribution to the Awardee, or in the case of the Awardee’s death, to the Awardee’s legal representative, of shares of Common Stock in respect of the vested SUAs shall be evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means as determined by the Company.

permissible under applicable law, the Company may, in its sole discretion, (i) sell or arrange for the sale of shares of Common Stock to be issued to satisfy the withholding obligation, and/or (ii) withhold in shares of Common Stock, provided that the Company shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. Awardee shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold as a result of Awardee’s receipt of SUAs, or the conversion of SUAs to shares of Common Stock that cannot be satisfied by the means previously described. Except where applicable legal or regulatory provisions prohibit, the standard process for the payment of an Awardee’s Tax Related Items shall be for the Company to withhold in shares of Common Stock only to the amount of shares necessary to satisfy the minimum withholding amount. The Company may refuse to deliver shares of Common Stock to Awardee if Awardee fails to comply with Awardee’s obligation in connection with the Tax Related Items as described herein.

(d) Until the distribution to Awardee of the shares of Common Stock in respect to the vested SUAs is evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means, Awardee shall have no right to vote or receive dividends or any other rights as a shareholder with respect to such shares of Common Stock, notwithstanding the vesting of SUAs. Subject to the provisions of Section 21 below, the Company shall cause such distribution to Awardee to occur promptly upon the vesting of SUAs. No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner of the shares of Common Stock, except as provided in Section 8 of the Plan.

10. Non-Transferability of SUAs. Awardee’s right in the SUAs awarded under this Award Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution, prior to the distribution of the shares of Common Stock in respect of such SUAs. SUAs shall not be subject to execution, attachment or other process.

11. Acknowledgment of Nature of Plan and SUAs. In accepting the Award, Awardee acknowledges that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(d) Awardee’s participation in the Plan is voluntary;

(e) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(f) if Awardee receives shares of Common Stock, the value of such shares of Common Stock acquired on vesting of SUAs may increase or decrease in value;

12. No Employment Right. Awardee acknowledges that neither the fact of this Award of SUAs nor any provision of this Award Agreement or the Plan or the policies adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with the Company, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award of SUAs makes Awardee’s employment with the Company for any minimum or fixed period, and that such employment is subject to the mutual consent of Awardee and the Company, and subject to any written employment agreement that may be in effect from time to time between the Company and the Awardee, may be terminated by either Awardee or the Company at any time, for any reason or no reason, with or without cause or notice or any kind of pre- or post-termination warning, discipline or procedure.

13. Administration. The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such term is defined in Section 2 of the Plan), and the Committee shall have all powers and discretion with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement by the Committee and any decision made by the Committee with respect to the Award Agreement shall be final and binding on all parties.

14. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the terms of the Plan, and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.

15. Notices. Any written notices provided for in this Award Agreement which are sent by mail shall be deemed received three business days after mailing, but not later than the date of actual receipt. Notices shall be directed, if to Awardee, at the Awardee’s address indicated by the Company’s records and, if to the Company, at the Company’s principal executive office.

16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to SUAs awarded under the Plan or future SUAs that may be awarded under the Plan by electronic means or request Awardee’s consent to participate in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

17. Acknowledgment. By Awardee’s acceptance as evidenced below, Awardee acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement and the Plan. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and the Plan, as the latter may be amended from time to time in the Company’s sole discretion. In addition, the Awardee acknowledges that the Award and rights granted to the Awardee hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.

the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

EXECUTED the day and year first above written.

UFP TECHNOLOGIES, INC.

By:

Mitchell C. Rock

Chief Executive Officer

AWARDEE’S ACCEPTANCE:

I have read and fully understood this Award Agreement and, as referenced in Section 17 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents referenced in it.

Ronald J. Lataille