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STRATTEC SECURITY CORP Interim / Quarterly Report 2026

May 8, 2026

33409_ir_2026-05-08_68a9e94a-dddf-4109-991a-4817a464dfc4.zip

Interim / Quarterly Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-25150

STRATTEC SECURITY CORP ORATION

(Exact Name of Registrant as Specified in Its Charter)

Wisconsin 39-1804239
(State of Incorporation) (I.R.S. Employer Identification No.)

3333 West Good Hope Road , Milwaukee , WI 53209

(Address of Principal Executive Offices)

( 414 ) 247-3333

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class Trading Symbol Name of exchange on which registered
Common stock, $.01 par value STRT The Nasdaq Global Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer
Non-accelerated filer ☐  Smaller reporting company
Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Common stock, par value $0.01 per share: 4,178,799 shares outstanding as of May 1, 2026 (which number includes all restricted shares previously awarded that have not vested as of such date).

STRATTEC SECURITY CORPORATION

TABLE OF CONTENTS

March 29, 2026

Page
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements 4
Condensed Consolidated Statement of Income (Unaudited) 4
Condensed Consolidated Statement of Comprehensive Income (Unaudited) 5
Condensed Consolidated Balance Sheets (Unaudited) 6
Condensed Consolidated Statements of Cash Flows (Unaudited) 7
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) 8
Notes to Condensed Consolidated Financial Statements (Unaudited) 10
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 20
ITEM 4. Controls and Procedures 20
Part II. OTHER INFORMATION
ITEM 1. Legal Proceedings
ITEM 1A. Risk Factors 21
ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 21
ITEM 3. Defaults Upon Senior Securities 22
ITEM 4. Mine Safety Disclosures 22
ITEM 5. Other Information 22
ITEM 6. Exhibits 22

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q for Strattec Security Corporation ("Strattec," "the Company," "we," "us," or "our"), statements that are not reported financial results or other historic information are "forward-looking statements." These forward-looking statements relate to, among other things, the Company's future financial position, business strategy, targets, projected sales, costs, income, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations. The use of words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "project" or "plan" or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions, and other factors, some of which are beyond the Company's control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

The Company’s operations and financial performance are subject to certain risks and uncertainties, including:

• an uncertain economic environment and inflationary conditions coupled with the cyclical nature of the automotive industry may adversely affect global vehicle production and demand for our products;

• we operate in a highly competitive market and technological developments within our sphere of offerings are rapidly evolving;

• changes in customer purchasing actions, warranty provisions and product recall policies could adversely affect our business, results of operations and financial condition;

• work stoppages within our operations or at the location of our key customers as a result of labor disputes could adversely impact our business, results of operations and financial condition;

• labor cost inflation or unionization efforts in Mexico, coupled with a shortage of skilled laborers in the United States, could increase our manufacturing expenses and impact production efficiency;

• changes in tariffs or international trade policies could adversely affect our results, particularly with respect to goods imported into the United States or produced under U.S. trade agreements such as the USMCA;

• delays and restrictions impacting the import of goods and components stemming from heightened security procedures or changes in policies implemented by the U.S. or Mexican governments related to U.S.-Mexico border crossings could have a negative effect on our business;

• an increase in the volume and scope of product returns or customer cost reimbursement actions could adversely impact our business, results of operations and financial condition;

• our ability to manage changes in the costs of operations, warranty claims, adverse business and operational issues could be affected by a material global supply chain and logistics disruption;

• future shortages in the supply of semiconductor chips and other matters adversely impacting the timing, availability and costs of material component parts and raw materials for the production of our products could adversely affect our business, results of operations and financial condition;

• macroeconomic and geopolitical conditions, including regional conflicts, could adversely affect our business, results of operations and financial condition;

• interruptions to our information security management systems and cybersecurity incidents could adversely affect our business, results of operations and financial condition; and

• other matters including, but not limited to, the factors listed in the “Risk Factors” in Part I, Item 1A included in the Company’s Annual Report on Form 10-K for the year ended June 29, 2025 filed with the SEC on August 25, 2025 (the "Annual Report").

Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this Form 10-Q and the Company undertakes no obligation to update such forward-looking statements.

3

PART I. FINANCIAL INFORMATION

I TEM 1. FINANCIAL STATEMENTS

STRATTEC SECURITY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share amounts)

Three Months Ended — March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025
Net sales $ 137,632 $ 144,082 $ 427,565 $ 413,053
Cost of goods sold 114,971 120,977 355,848 353,876
Gross profit 22,661 23,105 71,717 59,177
Selling, administrative and engineering expenses 17,615 16,020 51,362 44,895
Income from operations 5,046 7,085 20,355 14,282
Interest income 879 529 2,641 1,286
Interest expense ( 70 ) ( 243 ) ( 322 ) ( 795 )
Other income (expense), net ( 748 ) ( 16 ) 668 ( 369 )
Income before income taxes and non-controlling interest 5,107 7,355 23,342 14,404
Income tax expense 1,282 1,644 5,337 3,547
Net income 3,825 5,711 18,005 10,857
Net income attributable to non-controlling interest 585 315 1,289 439
Net income attributable to Strattec $ 3,240 $ 5,396 $ 16,716 $ 10,418
Earnings per share attributable to Strattec
Basic $ 0.79 $ 1.34 $ 4.10 $ 2.59
Diluted $ 0.78 $ 1.32 $ 4.04 $ 2.56
Weighted average shares outstanding:
Basic 4,085 4,039 4,073 4,026
Diluted 4,141 4,085 4,133 4,067

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

4

STRATTEC SECURITY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

Three Months Ended — March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025
Net income $ 3,825 $ 5,711 $ 18,005 $ 10,857
Other comprehensive income (loss), net of tax:
Currency translation adjustments ( 465 ) ( 77 ) 1,322 ( 4,082 )
Pension and postretirement plans 32 36 96 328
Total other comprehensive income (loss), net of tax ( 433 ) ( 41 ) 1,418 ( 3,754 )
Comprehensive income 3,392 5,670 19,423 7,103
Comprehensive income (loss) attributable to non-controlling interest 426 283 1,803 ( 1,168 )
Comprehensive income attributable to Strattec $ 2,966 $ 5,387 $ 17,620 $ 8,271

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

5

STRATTEC SECURITY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share amounts and per share amounts)

March 29, 2026
ASSETS
Current Assets:
Cash and cash equivalents $ 106,957 $ 84,579
Receivables, net 102,164 102,061
Inventories:
Finished products 13,968 12,398
Work in process 12,933 11,303
Purchased materials 46,500 41,000
Inventories, net 73,401 64,701
Pre-production costs 5,304 8,657
Value-added tax recoverable 9,935 19,389
Other current assets 6,396 10,676
Total current assets 304,157 290,063
Noncurrent Assets:
Property, plant and equipment:
Land and improvements 6,758 6,582
Buildings and improvements 41,807 39,821
Machinery and equipment 224,669 236,545
Total property, plant and equipment 273,234 282,948
Less: accumulated depreciation 201,834 205,538
Property, plant and equipment, net 71,400 77,410
Deferred income taxes 19,694 19,531
Other noncurrent assets 4,296 4,450
Total Assets $ 399,547 $ 391,454
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 64,742 $ 65,824
Accrued payroll and benefits 18,074 22,956
Value-added tax payable 7,905 11,933
Warranty reserve 8,603 8,900
Current portion of borrowings under credit facilities 1,000 -
Other current liabilities 15,522 9,737
Total current liabilities 115,846 119,350
Noncurrent Liabilities:
Noncurrent portion of borrowings under credit facilities - 8,000
Post-employment benefits 12,774 13,325
Other noncurrent liabilities 3,774 4,348
Total Liabilities 132,394 145,023
Shareholders' Equity:
Common stock, authorized 18,000,000 shares, $ .01 par value, 7,701,768 issued shares at March 29, 2026 and 7,635,883 issued shares at June 29, 2025 77 76
Capital in excess of par value 106,425 103,784
Retained earnings 286,013 269,297
Accumulated other comprehensive loss ( 15,209 ) ( 16,113 )
Less: treasury stock, at cost ( 3,616,086 shares at March 29, 2026 and 3,596,549 shares at June 29, 2025) ( 136,795 ) ( 135,452 )
Total Strattec shareholders’ equity 240,511 221,592
Non-controlling interest 26,642 24,839
Total Shareholders' Equity 267,153 246,431
Total Liabilities and Shareholders' Equity $ 399,547 $ 391,454

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

6

STRATTEC SECURITY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Nine Months Ended — March 29, 2026 March 30, 2025
OPERATING ACTIVITIES:
Net income $ 18,005 $ 10,857
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 11,450 10,952
Foreign currency transaction loss (gain) 531 ( 1,052 )
Unrealized (gain) loss on peso contracts 2,810 231
Stock-based compensation expense 2,605 1,839
Other, net 105 1,077
Change in operating assets and liabilities:
Receivables 1,628 ( 10,237 )
Inventories ( 8,700 ) 6,058
Prepaids and other assets 11,982 5,994
Accounts payable ( 934 ) 16,730
Accrued liabilities ( 2,832 ) ( 948 )
Net cash provided by operating activities 36,650 41,501
INVESTING ACTIVITIES:
Purchase of property, plant and equipment ( 5,913 ) ( 4,160 )
Proceeds from sale of property, plant and equipment 259
Net cash used in investing activities ( 5,654 ) ( 4,160 )
FINANCING ACTIVITIES:
Borrowings under credit facilities 3,000
Repayments under credit facilities ( 7,000 ) ( 3,000 )
Payment for debt issuance costs ( 98 )
Payment for taxes withheld from stock-based awards ( 1,353 )
Share issuances 47 44
Net cash (used in) provided by financing activities ( 8,404 ) 44
Foreign currency impact on cash ( 214 ) ( 689 )
NET INCREASE IN CASH AND CASH EQUIVALENTS 22,378 36,696
CASH AND CASH EQUIVALENTS:
Beginning of period 84,579 25,410
End of period $ 106,957 $ 62,106
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 1,921 $ 9,135
Interest $ 218 $ 731
Non-cash investing activities:
Change in capital expenditures in accounts payable $ ( 7 ) $ 726

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

7

STRATTEC SECURITY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

Balance -- June 29, 2025 Common Stock — $ 76 Capital in Excess of Par Value — $ 103,784 Retained Earnings — $ 269,297 Accumulated Other Comprehensive Loss — $ ( 16,113 ) Treasury Stock — $ ( 135,452 ) Non-Controlling Interest — $ 24,839 $ 246,431
Net income 8,529 8 8,537
Currency translation adjustments 628 385 1,013
Pension and postretirement adjustment, net of tax 32 32
Shares withheld for taxes on stock-based awards ( 919 ) ( 919 )
Stock-based compensation 669 669
Share issuances 11 5 16
Balance -- September 28, 2025 $ 76 $ 104,464 $ 277,826 $ ( 15,453 ) $ ( 136,366 ) $ 25,232 $ 255,779
Net income 4,947 696 5,643
Currency translation adjustments 486 288 774
Pension and postretirement adjustment, net of tax 32 32
Shares withheld for taxes on stock-based awards ( 355 ) ( 355 )
Stock-based compensation 1,125 1,125
Share issuances 1 12 3 16
Balance -- December 28, 2025 $ 77 $ 105,601 $ 282,773 $ ( 14,935 ) $ ( 136,718 ) $ 26,216 $ 263,014
Net income 3,240 585 3,825
Currency translation adjustments ( 306 ) ( 159 ) ( 465 )
Pension and postretirement adjustment, net of tax 32 32
Shares withheld for taxes on stock-based awards ( 79 ) ( 79 )
Stock-based compensation 811 811
Share issuances 13 2 15
Balance -- March 29, 2026 $ 77 $ 106,425 $ 286,013 $ ( 15,209 ) $ ( 136,795 ) $ 26,642 $ 267,153

8

STRATTEC SECURITY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

Balance -- June 30, 2024 Common Stock — $ 76 Capital in Excess of Par Value — $ 101,024 Retained Earnings — $ 250,612 Accumulated Other Comprehensive Loss — $ ( 15,689 ) Treasury Stock — $ ( 135,478 ) Non-Controlling Interest — $ 25,070 $ 225,615
Net income 3,703 45 3,748
Currency translation adjustments ( 1,671 ) ( 1,089 ) ( 2,760 )
Pension and postretirement adjustment, net of tax 256 256
Stock-based compensation 188 188
Share issuances 6 7 13
Balance -- September 29, 2024 $ 76 $ 101,218 $ 254,315 $ ( 17,104 ) $ ( 135,471 ) $ 24,026 $ 227,060
Net income 1,319 79 1,398
Currency translation adjustments ( 759 ) ( 486 ) ( 1,245 )
Pension and postretirement adjustment, net of tax 36 36
Stock-based compensation 891 891
Share issuances 9 6 15
Balance -- December 29, 2024 $ 76 $ 102,118 $ 255,634 $ ( 17,827 ) $ ( 135,465 ) $ 23,619 $ 228,155
Net income 5,396 315 5,711
Currency translation adjustments ( 45 ) ( 32 ) ( 77 )
Pension and postretirement adjustment, net of tax 36 36
Stock-based compensation 760 760
Share issuances 10 6 16
Balance -- March 30, 2025 $ 76 $ 102,888 $ 261,030 $ ( 17,836 ) $ ( 135,459 ) $ 23,902 $ 234,601

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

9

STRATTEC SECURITY CORPORATION AND SUBSIDIARIES

N OTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Strattec Security Corporation (the "Company" or “Strattec”), headquartered in Milwaukee, Wisconsin, is a leading global manufacturer and provider of highly engineered advanced automotive access and security products and solutions. Products include power access solutions, locks & locksets, keys & fobs, engineered latches, vehicle start systems, door handles, and other vehicle access products. Power access solutions provide the motion control for power liftgates, sliding power doors and power tailgates. While the Company serves major automotive original equipment manufacturers (“OEMs”) globally, the majority of sales are to the three largest OEMs in North America.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial reporting and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet data as of June 29, 2025 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Annual Report.

In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for the three and nine months ended March 29, 2026 are not necessarily indicative of the results that may be expected for the entire fiscal year ending June 28, 2026. The condensed consolidated financial statements include the results of all wholly owned subsidiaries, as well as the results of a majority owned joint venture.

NOTE 2. RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For the Company, this ASU is effective for annual periods beginning after December 15, 2024 (fiscal 2026). The adoption of ASU 2023-09 will not affect the Company’s financial position or its results of operations but will result in additional disclosures for the fiscal 2026 annual period and for interim periods thereafter.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions presented on the face of the income statement. The ASU is effective for fiscal years beginning after December 15, 2026 (fiscal 2028) and for interim periods beginning after December 15, 2027 (fiscal 2029). The adoption of ASU 2024-03 will not affect the Company’s financial position or its results of operations but will result in additional disclosures for the fiscal 2028 annual period and for interim periods thereafter.

NOTE 3. WARRANTY

The Company generally offers its customers an assurance warranty on products sold, although warranty periods may vary by product type and application. The Company has a warranty reserve related to known and potential exposure to warranty claims in the event products fail to perform as expected and in the event the Company may be required to participate in the repair costs incurred by customers for such products. The estimation of the warranty reserve involves judgment and assumptions and is based on an analysis of historical warranty data as well as current trends and information. Changes in the warranty reserve were as follows (in thousands):

Three Months Ended — March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025
Balance, beginning of period $ 8,567 $ 10,946 $ 8,900 $ 10,695
Provision charged to expense 577 284 2,470 1,253
Payments, net of recoveries ( 541 ) ( 485 ) ( 2,767 ) ( 1,203 )
Balance, end of period $ 8,603 $ 10,745 $ 8,603 $ 10,745

10

NOTE 4. CREDIT FACILITIES

The Company has a revolving credit agreement with BMO Harris N.A. ("Amended & Restated Credit Agreement"), which provides for a $ 40 million revolving line of credit maturing October 2028 . The facility bears interest at varying rates based on the bank's prime rate or SOFR plus 1.50 % . There were no outstanding borrowings on the facility during the nine months ended March 29, 2026 and March 30, 2025. The credit facility is secured by U.S. cash balances, accounts receivable, inventory, and fixed assets located in the U.S. and contains a restrictive financial covenant that requires a minimum net worth level.

The Company's joint venture, ADAC-Strattec LLC, previously had an $ 18 million secured revolving credit facility (the “ADAC-Strattec Credit Facility”) with BMO Harris Bank N.A., under which the Company was a guarantor. Interest on borrowings under the ADAC-Strattec Credit Facility were at varying rates based on the bank's prime rate plus 2 % or SOFR plus 3.10 % . On April 30, 2026, the joint venture entered into an amended and restated revolving credit agreement with BMO Harris N.A. (the "Amended & Restated JV Credit Facility"), which provides for a $ 10 million asset-based revolving line of credit, subject to a borrowing base, maturing October 2028 . The Amended & Restated JV Credit Facility bears interest at varying rates based on the bank's prime rate plus 1.00 % or SOFR plus 1.75 %. The Amended & Restated JV Credit Facility replaces the previous joint venture facility, which was terminated upon the closing of the agreement. The credit facility is secured by substantially all of the joint venture's assets and contains restrictive financial covenants that require a minimum net worth level and a minimum fixed charge coverage ratio.

As of March 29, 2026, the Company and the joint venture were in compliance with all financial covenants.

Outstanding borrowings under the ADAC-Strattec Credit Facility were as follows (in thousands):

March 29, 2026 June 29, 2025
Outstanding borrowings $ 1,000 $ 8,000

Average outstanding borrowings and the weighted average interest rate under the ADAC-Strattec Credit Facility were as follows (in thousands, except percentages):

Nine Months Ended — March 29, 2026 March 30, 2025
Average outstanding borrowings $ 3,964 $ 13,245
Weighted average interest rate 7.2 % 7.9 %

NOTE 5. DERIVATIVE INSTRUMENTS

A portion of the Company's manufacturing costs are incurred in Mexican pesos, which causes earnings and cash flows to fluctuate with changes in the U.S. dollar/Mexican peso exchange rate. During the three and nine month periods ended March 29, 2026 and March 30, 2025, the Company entered into contracts with a creditworthy counterparty that provide for monthly Mexican peso currency forward contracts for a portion of peso denominated operating costs. The following table quantifies the outstanding forward contracts as of March 29, 2026 (in thousands, except with respect to the average forward exchange rate):

Buy MXP/Sell USD Effective Dates — January 2026 - March 2027 Notional Amount — $ 60,866 18.27 Fair Market Value — $ ( 496 )

NOTE 6. INCOME TAXES

The Company's income tax expense and effective tax rate for the three and nine month periods ended March 29, 2026 and March 30, 2025 were as follows (in thousands and percentage of Income before income taxes and non-controlling interest):

Three Months Ended — March 29, 2026 March 30, 2025 Nine Months Ended — March 29, 2026 March 30, 2025
Income before income taxes and non-controlling interest $ 5,107 $ 7,355 $ 23,342 $ 14,404
Income tax expense $ 1,282 $ 1,644 $ 5,337 $ 3,547
Effective tax rate 25.1 % 22.4 % 22.9 % 24.6 %

11

The Company is subject to income taxes in the United States and foreign jurisdictions, primarily Mexico. The Company's income tax positions are based on interpretations of income tax laws and rulings in each of the jurisdictions in which the Company operates. Interim income tax expense is determined based on an estimate of the overall annual effective income tax rate which can vary due to the relationship of foreign and domestic earnings, state taxes and available deductions, credits and discrete items. The effective tax rate for each period presented differs from the U.S. federal statutory rate of 21 % primarily due to the accrual of foreign income taxes, which are generally higher than the U.S. federal statutory rate, partially offset by the recognition of U.S. research and development tax credits and discrete income tax benefits associated with share-based payments.

On July 4, 2025, the One Big Beautiful Bill Act was enacted. There are multiple business tax provisions for which further guidance from the U.S. Treasury and the Internal Revenue Service is needed. The Company is currently reviewing and evaluating the impact of the guidance provided to date that could affect our income tax payable and deferred tax liability, including changes related to bonus depreciation and the expensing of research and development expenditures, among other topics.

NOTE 7. EARNINGS PER SHARE

A reconciliation of the components of the basic and diluted per-share computations follows (in thousands, except per share amount s):

Three Months Ended — March 29, 2026 March 30, 2025 Nine Months Ended — March 29, 2026 March 30, 2025
Net income attributable to Strattec $ 3,240 $ 5,396 $ 16,716 $ 10,418
Basic weighted-average shares outstanding 4,085 4,039 4,073 4,026
Effect of dilutive securities - employee stock compensation plan 56 46 60 41
Diluted weighted-average shares outstanding 4,141 4,085 4,133 4,067
Earnings per share attributable to Strattec
Basic $ 0.79 $ 1.34 $ 4.10 $ 2.59
Diluted $ 0.78 $ 1.32 $ 4.04 $ 2.56

NOTE 8. STOCK-BASED COMPENSATION

The Company has granted service-based restricted stock awards ("RSAs") and performance stock units ("PSUs") to employees and non-employee directors under existing stock incentive plans.

The number of shares of the Company's common stock authorized under the current 2024 Equity Incentive Plan is 550,000 . As of March 29, 2026, there were 362,816 shares available for future awards.

As of March 29, 2026, there was $ 1.6 million of unrecognized compensation cost related to non-vested PSUs and $ 3.5 million of unrecognized compensation cost related to non-vested RSAs, which will be expensed over the remaining vesting period of approximately 2 years. As of March 30, 2025, there was $ 3.3 million of unrecognized compensation cost related to non-vested RSAs and PSUs.

A summary of restricted stock award and performance stock unit activity was as follows:

Weighted Average Weighted Average
Grant Date Grant Date
Shares Fair Value Shares Fair Value
Nonvested balance, June 29, 2025 129,139 $ 36.37 16,878 $ 39.16
Granted 36,912 67.45 19,506 68.06
Vested ( 65,885 ) 35.13
Forfeited ( 6,248 ) 44.57
Nonvested balance, March 29, 2026 93,918 $ 48.40 36,384 $ 54.65

12

NOTE 9. OTHER INCOME (EXPENSE), NET

The following table summarizes the components of Other income (expense), net included in the accompanying consolidated statements of income (in thousands):

Three Months Ended — March 29, 2026 March 30, 2025 Nine Months Ended — March 29, 2026 March 30, 2025
Foreign currency transaction gain (loss) $ 603 $ ( 141 ) $ ( 531 ) $ 1,052
Rabbi trust assets gain (loss) ( 46 ) ( 1 ) 87 76
Realized gain (loss) on peso forward contracts, net 1,681 ( 332 ) 3,924 ( 706 )
Unrealized gain (loss) on peso forward contracts, net ( 3,183 ) 704 ( 2,810 ) ( 231 )
Non-service pension and postemployment cost ( 312 ) ( 283 ) ( 645 ) ( 726 )
Other 509 37 643 166
$ ( 748 ) $ ( 16 ) $ 668 $ ( 369 )

NOTE 10. ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

The following tables summarize the changes in accumulated other comprehensive loss (“AOCL”) by component (in thousands):

Three Months Ended — March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025
Foreign currency translation adjustments:
Balance, beginning of period $ 14,307 $ 17,146 $ 15,421 $ 14,716
Other comprehensive (income) loss before reclassifications 465 77 ( 1,322 ) 4,082
Other comprehensive (income) loss attributable to non-controlling interest 159 32 ( 514 ) 1,607
Balance, end of period 14,613 17,191 14,613 17,191
Retirement and postretirement benefit plans:
Balance, beginning of period $ 628 $ 681 $ 692 $ 973
Other comprehensive (income) loss before reclassifications
Unrecognized net income ( 32 ) ( 36 ) ( 96 ) ( 328 )
Balance, end of period 596 645 596 645
Accumulated other comprehensive loss, end of period $ 15,209 $ 17,836 $ 15,209 $ 17,836

NOTE 11. RELATED PARTY

The Company owns 51 % of a joint venture, which was formed in fiscal 2007 to jointly conduct the business of manufacturing, warehousing and selling painted door handles and exterior trim products in Canada, the United States and Mexico. The following tables summarize the related party transactions that arise as a result of the joint venture operating agreement (in thousands):

Three Months Ended — March 29, 2026 March 30, 2025 Nine Months Ended — March 29, 2026 March 30, 2025
Management fee expense $ 2,035 $ 2,488 $ 7,260 $ 7,284
Net sales to joint venture partner $ 1,480 $ 1,604 $ 4,484 $ 5,227
March 29, 2026 June 29, 2025
Accounts receivable from joint venture partner $ 933 $ 754
Accounts payable to joint venture partner $ 6,550 $ 6,538

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NOTE 12. SEGMENT INFORMATION

The Company's Chief Operating Decision Maker ("CODM") is the Chief Executive Officer . The CODM assesses the performance and makes capital and resource allocation decisions based on Net income attributable to Strattec.

The CODM considers the impact of significant segment expenses on this measure to assess profitability and guide strategic decision making including entering into significant contracts, expanding into new markets or launching new products, making significant capital expenditures, hiring and terminating key personnel and approving operating budgets.

Net sales and significant segment expenses are as follows (in thousands):

Three Months Ended — March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025
Net sales $ 137,632 $ 144,082 $ 427,565 $ 413,053
Significant expenses:
Direct material costs 73,858 78,696 234,169 229,270
Labor and overhead costs 41,113 42,281 121,679 124,606
Selling costs 2,803 2,563 8,157 7,648
Administrative costs 8,507 6,293 23,082 16,991
Engineering costs 6,305 7,164 20,123 20,256
Interest income ( 879 ) ( 529 ) ( 2,641 ) ( 1,286 )
Interest expense 70 243 322 795
Other (income) expense, net 748 16 ( 668 ) 369
Income tax expense 1,282 1,644 5,337 3,547
Net income 3,825 5,711 18,005 10,857
Net income attributable to non-controlling interest 585 315 1,289 439
Net income attributable to Strattec $ 3,240 $ 5,396 $ 16,716 $ 10,418

Sales by product group were as follows (in thousands):

Three Months Ended — March 29, 2026 March 30, 2025 Nine Months Ended — March 29, 2026 March 30, 2025
Power access solutions $ 33,481 $ 36,508 $ 106,063 $ 101,570
Door handles & exterior trim 35,319 35,315 108,980 103,559
Keys & locksets 27,861 27,817 83,948 70,905
Latches 17,415 18,944 53,466 55,763
User interface controls 11,137 12,817 36,474 40,647
Aftermarket and service 9,962 9,980 30,139 32,619
Other 2,457 2,701 8,495 7,990
$ 137,632 $ 144,082 $ 427,565 $ 413,053

Sales to and receivables from customers that individually accounted for 10% or more of the Company's total net sales were as follows (in thousands and percent of total):

Three Months Ended — March 29, 2026 March 30, 2025 Nine Months Ended — March 29, 2026 March 30, 2025
Net Sales % Net Sales % Net Sales % Net Sales %
General Motors Company $ 37,471 27 % $ 40,920 28 % $ 118,635 28 % $ 122,630 30 %
Ford Motor Company 28,828 21 32,538 23 88,123 21 93,631 23
Stellantis 21,769 16 20,956 15 69,890 16 45,448 11
$ 88,068 64 % $ 94,414 66 % $ 276,648 65 % $ 261,709 64 %

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March 29, 2026 — Receivables % June 29, 2025 — Receivables %
General Motors Company $ 29,353 29 % $ 26,581 26 %
Ford Motor Company 17,710 17 19,916 20
Stellantis 18,241 18 14,812 15
$ 65,304 64 % $ 61,309 61 %

NOTE 13. COMMITMENTS AND CONTINGENCIES

From time to time, the Company is party to various legal actions, administrative proceedings, and claims arising in the ordinary course of business, including matters related to alleged product defects and warranties, contract disputes, intellectual property, and employment issues. The Company recognizes accruals for such matters in accordance with U.S. GAAP when a loss is probable and reasonably estimable. While the outcome of these matters cannot be predicted with certainty, based on currently available information, management does not believe the ultimate resolution of these proceedings, individually or in the aggregate, will have a material adverse effect on the Company's financial position, results of operations, or cash flows.

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I TEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following Management's Discussion and Analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes.

Business Overview

Strattec is a global automotive access company that designs and delivers safe, secure, and highly engineered access solutions for the automotive and mobility industries. Built on generations of access and security engineering expertise, Strattec partners closely with OEMs to create differentiated, system‑level access experiences for end consumers. Strattec’s portfolio spans the access journey from Permission, enabling secure vehicle entry through advanced mechanical and electronic systems; to Motion, delivering effortless, reliable powered access that enhances everyday usability; and through to Hold, providing precision‑engineered latching solutions that give drivers confidence through proven strength, safety, and durability trusted by OEMs worldwide. As access becomes increasingly intelligent, connected, and central to vehicle experience, Strattec’s strategy is to expand its market share, further diversify its customers and geographic reach while becoming the most trusted access partner to drive long‑term growth across global automotive and mobility markets.

Our strategic priority is to execute a business transformation to strengthen the Company’s profitability and deliver sustainable sales growth. We expect to improve our business with upgraded systems and processes, modernization of our support functions and a focus on productivity and efficiencies in our manufacturing operations. We believe this will result in an optimized cost structure and consistent cash generation through improved working capital velocity and efficient asset utilization. In the short term, cash generated from our operations will be reinvested in our business to fund our transformational efforts and growth initiatives. To drive organic growth, we will leverage our technical engineering expertise, market-leading positions and strong customer relationships to generate innovative solutions and capture more content on current platforms, win new platforms with current customers, gain new customers both domestically and abroad and build opportunities in the broader transportation industry.

Volatility in the North American automotive industry is driven by supply chain disruptions, global inflation, thinning labor availability, rising global commodity costs and a changing global trade and geopolitical climate. These macro conditions, coupled with changes in production volumes by OEMs in response to new vehicle consumer demand, impact our sales and profitability levels. An evolving tariff landscape, combined with heightened geopolitical instability in certain global regions has further disrupted supply chains and has added complexity to production and cost planning across the industry. Lower near term North American light vehicle production estimates, which are subject to change, reflect these dynamics in addition to continued industry-wide supply chain disruptions and availability of raw materials including rare earth minerals. As we look forward and navigate these macroeconomic challenges and fluctuating OEM production volumes, we are focused on executing new initiatives to improve our cost structure, continuing to mitigate the impact of incremental tariff costs, driving cash flow through improved working capital utilization and securing new platforms to solidify future sales growth.

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Analysis of Results of Operations

Three months ended March 29, 2026 (third quarter fiscal 2026) compared with the three months ended March 30, 2025 (third quarter fiscal 2025)

The Company's consolidated results of operations were as follows (in thousands):

Three Months Ended — March 29, 2026 March 30, 2025 $ %
Net sales $ 137,632 $ 144,082 $ (6,450 ) -4 %
Direct material costs 73,858 78,696 (4,838 ) -6 %
Labor and overhead costs 41,113 42,281 (1,168 ) (3 %)
Cost of goods sold 114,971 120,977 (6,006 ) -5 %
Gross profit 22,661 23,105 (444 ) -2 %
Gross margin 16.5 % 16.0 % 40 bp
Selling, administrative and engineering expenses 17,615 16,020 1,595 10 %
Income from operations 5,046 7,085 (2,039 ) -29 %
Operating margin 3.7 % 4.9 % -130 bp
Interest income 879 529 350 66 %
Interest expense (70 ) (243 ) 173 -71 %
Other income (expense), net (748 ) (16 ) (732 ) 4,575 %
Income before income taxes and non-controlling interest 5,107 7,355 (2,248 ) -31 %
Income tax expense 1,282 1,644 (362 ) -22 %
Net income 3,825 5,711 (1,886 ) -33 %
Net income attributable to non-controlling interest 585 315 270 86 %
Net income attributable to Strattec $ 3,240 $ 5,396 $ (2,156 ) -40 %
Earnings per share attributable to Strattec:
Basic $ 0.79 $ 1.34 $ (0.54 ) -41 %
Diluted $ 0.78 $ 1.32 $ (0.54 ) -41 %

Third quarter fiscal 2026 sales were $137.6 million, representing a decrease of $6.5 million or 4.5%, compared to the prior year, primarily due to lower OEM production volumes and the cancellation of certain customer programs. Third quarter North American automotive industry production declined 2.7% as OEMs managed supply chain challenges and dealer inventory levels. In addition, certain customer programs were cancelled or significantly reduced as OEMs adjusted electric vehicle (“EV”) production plans and product portfolios, which resulted in a $3.5 million reduction in year-over-year third quarter sales. Partially offsetting these volume declines was $1.3 million of pricing, including $0.6 million of US tariff cost recoveries.

Gross profit was $22.7 million in the third quarter of fiscal 2026, compared to $23.1 million in the comparable prior year quarter. Despite lower volumes and the unfavorable impact of changes in foreign currency exchange rates of $2.5m, gross margin improved from 16.0% in the prior year to 16.5% in the current year. The improvement primarily reflects the benefits of cost reduction initiatives (including $1.7 million of savings from restructuring actions), productivity improvements of $1.6 million, net pricing realization of $1.0 million and $0.3 million of lower tariff costs. Third quarter fiscal 2026 gross profit also benefited from a $0.6 million recovery of previously expensed costs associated with OEM cancelled EV programs.

Selling, administrative, and engineering expenses were $17.6 million, a $1.6 million increase year-over-year. Increased costs in the current quarter were the result of incremental employee costs of $1.0 million, as higher benefit costs were partially offset by lower bonus provisions and timing of outside service spend. The current quarter also includes $0.7 million of incremental business transformation costs and a $0.7 million recovery associated with customer program cancellations.

Interest income increased $0.4 million due to increased levels of cash and cash equivalents, which are invested in overnight money market funds. Interest expense decreased $0.2 million, the result of a continued reduction in the average amounts outstanding under revolving credit agreements.

Other income (expense) was $0.7 million of expense in the current period. Changes in other income (expense) reflect foreign currency transaction gains and losses, unrealized mark-to-market gains and losses on foreign currency forward contracts, and non-service post-employment costs.

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The effective income tax rate was 25.1% and 22.4% for the third quarter of fiscal 2026 and 2025, respectively. The effective tax rate for each period presented differs from the U.S. federal statutory rate of 21% primarily due to the accrual of foreign income taxes, which are generally higher than the U.S. federal statutory rate, partially offset by the recognition of U.S. research and development tax credits and discrete income tax benefits associated with share-based payments. The effective tax rate for the third quarter of fiscal 2026 increased primarily due to a shift in the geographic mix of earnings toward higher-tax jurisdictions.

Nine months ended March 29, 2026 compared with the nine months ended March 30, 2025

The Company's consolidated results of operations were as follows (in thousands):

Nine Months Ended — March 29, 2026 March 30, 2025 $ %
Net sales $ 427,565 $ 413,053 $ 14,512 4 %
Direct material costs 234,169 229,270 4,899 2 %
Labor and overhead costs 121,679 124,606 (2,927 ) (2 %)
Cost of goods sold 355,848 353,876 1,972 1 %
Gross profit 71,717 59,177 12,540 21 %
Gross margin 16.8 % 14.3 % 240 bp
Selling, administrative and engineering expenses 51,362 44,895 6,467 14 %
Income from operations 20,355 14,282 6,073 43 %
Operating margin 4.8 % 3.5 % 130 bp
Interest income 2,641 1,286 1,355 105 %
Interest expense (322 ) (795 ) 473 -59 %
Other income (expense), net 668 (369 ) 1,037 (281 %)
Income before income taxes and non-controlling interest 23,342 14,404 8,938 62 %
Income tax expense 5,337 3,547 1,790 50 %
Net income 18,005 10,857 7,148 66 %
Net income attributable to non-controlling interest 1,289 439 850 194 %
Net income attributable to Strattec $ 16,716 $ 10,418 $ 6,298 60 %
Earnings per share attributable to Strattec:
Basic $ 4.10 $ 2.59 $ 1.52 59 %
Diluted $ 4.04 $ 2.56 $ 1.48 58 %

Year-to-date net sales totaled $427.6 million, representing an increase of $14.5 million, or 4%, compared to the prior year period. The year-over-year increase in net sales was primarily driven by $9.5 million of pricing (including $2.6 million of customer recoveries for tariffs), and a $5 million increase in shipment volumes. Sales volumes reflected a $4.6 million increase on existing platforms and $3.8 million of net new program launches, which were partially offset as sales associated with cancelled EV programs declined $3.4 million compared to the prior‑year period.

Year-to-date gross profit was $71.7 million, compared with $59.2 million in the comparable prior year period. Despite unfavorable changes in foreign currency exchange rates of $4.6 million and incremental tariff costs of $1.9 million, gross profit margin improved year-over-year from 14.3% to 16.8%, a 240 basis point improvement. Material costs increased $4.9 million on higher production levels while labor and overhead costs decreased $2.9 million. Lower year-over-year conversion costs on higher sales reflect our focused efforts to manage our cost structure, which includes a $4.6 million labor cost benefit from completed restructuring actions.

Selling, administrative, and engineering expenses were 12.0% of sales for the nine months ended March 29, 2026, compared with 10.9% in the prior year period. Year-to-date expenses were $51.4 million, a $6.5 million increase year-over-year. The increase in costs reflects $3.0 million associated with headcount additions and higher incentive compensation costs $0.5 million, $2.5 million of business transformation costs ($0.5 million in the prior year period), and efforts to improve our cost structure including restructuring and voluntary retirement costs of $1.7 million ($1.1 million in the prior year period). These increases were partially offset by reduced executive transition costs of $1.4 million.

Interest income increased $1.4 million due to increased levels of cash and cash equivalents, which are invested in overnight money market funds. Interest expense decreased $0.5 million, the result of a continued reduction in the average amounts outstanding under revolving credit agreements.

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Other income (expense) was $0.7 million of income in the current period. Changes in other income (expense) reflect foreign currency transaction gains and losses, unrealized mark-to-market gains and losses on foreign currency forward contracts, and non-service post-employment costs.

The effective income tax rate was 22.9% and 24.0% for the year-to-date period of fiscal 2026 and 2025, respectively. The change in the effective rate between period was primarily impacted by earnings mix and the foreign tax rate differential.

Liquidity and Capital Resources

At March 29, 2026, we had $107.0 million of cash and cash equivalents, of which $5.3 million was held by foreign subsidiaries. Excess cash is held in money market funds. The following table summarizes our cash flows provided by (used in) operating, investing and financing activities (in millions):

Nine Months Ended — March 29, 2026 March 30, 2025
Cash provided by operating activities $ 36.7 $ 41.5
Cash used in investing activities (5.7 ) (4.2 )
Cash used in financing activities (8.4 )
Effect of exchange rate changes on cash (0.2 ) (0.7 )
Net increase in cash and cash equivalents $ 22.4 $ 36.7

Cash flow from operations was $36.7 million, a decrease of $4.8 million compared with the prior year. Current year-to-date cash from operations reflects improved cash earnings, while the prior year period benefited from a $17 million reduction in operating assets and liability, including the benefit of extending vendor accounts payable. Cash used in investing activities, which includes capital expenditures to support customer programs and modernization of equipment was $5.7 million year-to-date compared with $4.2 million in the prior year period. Current year cash used in financing activities resulted from the repayment of $7.0 million under the joint venture revolving credit agreement and the payment of $1.4 million for taxes withheld related to the vesting of share-based awards.

At March 29, 2026, no borrowings were outstanding under the $40.0 million Amended & Restated Credit Agreement and $1.0 million was outstanding under the $18.0 million joint venture revolving credit agreement.

On April 30, 2026, ADAC-Strattec LLC entered into an amended and restated revolving credit agreement with BMO Harris N.A. (the "Amended & Restated JV Credit Facility"), which provides for a $10 million asset-based revolving line of credit, subject to a borrowing base, maturing October 2028. The Amended & Restated JV Credit Facility replaces the previous $18.0 million joint venture facility, which was terminated upon the closing of the agreement.

We believe that the revolving credit lines, combined with our existing cash and anticipated operating cash flows will be adequate to meet operating, debt service and capital expenditure funding requirements. In the short-term., cash generated from operations will be reinvested in our business to fund our transformational efforts and growth initiatives.

Primary Working Capital Management

We use primary working capital as a percentage of sales (PWC %) as a key metric of working capital management. We define this metric as the sum of net accounts receivable and net inventory less accounts payable, divided by the past three months sales annualized. The following table shows a comparison of primary working capital (dollars in millions):

Accounts Receivable, net March 29, 2026 — $ 102.2 19 % June 29, 2025 — $ 102.1 17 %
Inventory, net 73.4 13 % 64.7 11 %
Accounts payable (64.7 ) (12 %) (65.8 ) (11 %)
Net primary working capital $ 110.9 20 % $ 101.0 17 %

Primary working capital levels at March 29, 2026 are higher than the beginning of the fiscal year, as inventory levels were increased $8.7 million to improve customer deliveries.

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ITEM 3. Q UANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

I TEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act, are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act are accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures were effective at reaching a level of reasonable assurance. It should be noted that in designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures. We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

I TEM 1. LEGAL PROCEEDINGS

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

I TEM 1A. RISK FACTORS

An investment in our Common Stock involves risks. Before making an investment decision, you should carefully consider all of the information in this Quarterly Report, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Condensed Consolidated Financial Statements and related notes. In addition, you should carefully consider the risks and uncertainties described in the section entitled “Risk Factors” in our Annual Report. If any of the identified risks are realized, our business, financial condition and operating results could be materially and adversely affected. In that case, the trading price of our Common Stock may decline. In addition, other risks of which we are currently unaware, or which we currently do not view as material, could have a material adverse effect on our business, financial condition and operating results. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10‑K for the year ended June 29, 2025 filed with the SEC on August 25, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF

EQUITY SECURITIES

Our Board of Directors initially authorized a stock repurchase program on October 16, 1996. The Board of Directors has periodically increased the number of shares authorized for repurchase under the program, most recently in August 2008. The program currently authorizes the repurchase of up to 3,839,395 shares of our common stock from time to time, directly or through brokers or agents, and has no expiration date. Over the life of the repurchase program through March 29, 2026, a total of 3,655,322 shares have been repurchased at a cost of approximately $136.4 million. Currently 184,073 shares remain available to be repurchased under the program. No shares were repurchased during the nine month period ended March 29, 2026.

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I TEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

I TEM 4. MINE SAFETY DISCLOSURES

None.

I TEM 5. OTHER INFORMATION

(c) Trading Plans.

During the fiscal quarter ended March 29, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

I TEM 6. EXHIBITS

Exhibit If Incorporated by Reference, Documents with Which Exhibit was Previously Filed with SEC
31.1 Rule 13a-14(a) Certification of Jennifer L. Slater, Chief Executive Officer Filed herewith
31.2 Rule 13a-14(a) Certification of Matthew Pauli, Chief Financial Officer Filed herewith
32 18 U.S.C. Section 1350 Certifications This certification is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T. XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 has been formatted in Inline XBRL.

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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 thereunto duly authorized.

/s/ Matthew Pauli
Matthew Pauli
Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and Accounting Officer)

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