FULLTEXT DEL 2 AV 3
10-K – 2026-02-17 – ttmi-20251229.htm
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This financial review presents our operating results for each of our three most recent fiscal years and our financial condition as of December 29, 2025. Except for historical information contained herein, the following discussion contains forward-looking statements which are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties, and other factors throughout this Report and specifically under Item 1A, Risk Factors of Part I of this Report. In addition, the following discussion should be read in connection with the information presented in our consolidated financial statements and the related notes to our consolidated financial statements. COMPANY OVERVIEW We are a leading global manufacturer of technology products, including mission systems, RF components, RF microwave/microelectronic assemblies, and technologically advanced interconnect products, including PCBs and substrates. We focus on providing time-to-market and volume production of advanced technology products and offer a one-stop design, engineering, and manufacturing solution to our customers. This solution allows us to align technology development with the diverse needs of our customers and to enable them to reduce the time required to develop new products and bring them to market. We serve a diversified customer base consisting of approximately 1,300 customers in various markets throughout the world, including aerospace and defense, data center computing, automotive, medical, industrial, and instrumentation, and networking. Our customers include OEMs, EMS providers, ODMs, distributors, and government agencies (both domestic and allied foreign governments). RECENT DEVELOPMENTS On July 9, 2025, we announced the acquisition of a facility in Eau Claire, Wisconsin, as well as land rights for an additional future manufacturing site in Penang, Malaysia. We believe the Eau Claire, Wisconsin facility comes equipped with the necessary infrastructure to support advanced technology PCB manufacturing and enhances our ability to support future high-volume U.S. production of advanced technology PCBs across key markets, particularly data center computing and networking for generative AI applications. In addition, we acquired land rights for ten acres in Penang to establish a new production site that we anticipate will align with customers’ increasing interests in supply chain diversification beyond China. The future Penang facility will be in close proximity to our existing facility and will enable us to deliver cost-competitive, high-quality advanced technology PCB manufacturing to commercial markets such as data center computing, networking, and medical, industrial, and instrumentation. Together, these new investments support our strategy to offer regionally optimized, globally connected manufacturing solutions for our customers. We previously announced we are in the process of constructing a new advanced technology PCB manufacturing facility in Syracuse, New York. We expect that our new facility will bring advanced technology capability for our domestic high-volume production of ultra-HDI PCBs in support of national security requirements. The building construction is complete, equipment is arriving, and we are beginning to install and test equipment setups. Volume production in this facility is expected to commence in the second half of 2026. 30 FINANCIAL OVERVIEW Our customers include both OEMs and EMS providers. We sell to OEMs both directly and indirectly through EMS providers. For such indirect sales, we measure customers based on OEM companies as they are the ultimate end customers. Sales to our ten largest customers collectively accounted for 55%, 42%, and 41% of our net sales in 2025, 2024, and 2023, respectively. The percentage of our net sales attributable to each of the principal end markets we served was as follows: For the Year Ended December 29, 2025 (1) December 30, 2024 (1) January 1, 2024 (1) End Markets (2) : Aerospace and Defense 44 % 46 % 46 % Automotive 10 13 16 Data Center Computing 24 20 14 Medical/Industrial/Instrumentation 14 14 16 Networking 8 7 8 Total 100 % 100 % 100 % (1) The end market revenue for the years ended December 30, 2024 and January 1, 2024 has been recast to reflect certain adjustments to allocations resulting from the segment reorganization that occurred during the quarter ended June 30, 2025. (2) Sales to EMS companies are classified by the end markets of their OEM customers. We derive revenues primarily from the sale of PCBs, engineered systems using customer-supplied engineering and design plans as well as our long-term contracts related to the design and manufacture of highly sophisticated intelligence, surveillance, and communications solutions, and RF and microwave/microelectronics components, assemblies, and subsystems. Orders for products generally correspond to the production schedules of our customers and are supported with firm purchase orders. Our customers have continuous control of the work in progress and finished goods throughout the PCB and engineered systems manufacturing process, as these are built to customer specifications with no alternative use, and there is an enforceable right of payment for work performed to date. As a result, we recognize revenue progressively over time based on the extent of progress towards completion of the performance obligation. We recognize revenue based on a cost method as it best depicts the transfer of control to the customer which takes place as we incur costs. Revenues are recorded proportionally as costs are incurred. We also manufacture certain components, assemblies, subsystems, and completed systems which service our RF&S Components customers and certain aerospace and defense customers. We recognize revenue at a point in time upon transfer of control of the products to our customer. Point in time recognition was determined as our customers do not simultaneously receive or consume the benefits provided by our performance and the asset being manufactured has alternative uses to us. Net sales consist of gross sales less an allowance for returns, which typically have been approximately 2% of gross sales. We provide our customers a limited right of return for defective PCBs including components, assemblies, and subsystems. We record an estimate for sales returns and allowances at the time of sale based on historical results and anticipated returns. Cost of goods sold consists of materials, labor, outside services, and overhead expenses incurred in the manufacture and testing of our products. Shipping and handling fees and related freight costs and supplies associated with shipping products are also included as a component of cost of goods sold. Many factors affect our gross margin, including product mix, production volume, supply chain costs, and yield. Selling and marketing expenses consist primarily of salaries, labor-related benefits, and commissions paid to our internal sales force, independent sales representatives, and our sales support staff, as well as costs associated with marketing materials and trade shows. General and administrative costs primarily include the salaries for executive, finance, accounting, information technology, and human resources personnel, as well as expenses for accounting and legal assistance, incentive compensation expense, and gains or losses on the sale or disposal of property, plant, and equipment. Research and development expenses consist primarily of salaries and labor-related benefits paid to our research and development staff, as well as material costs. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our consolidated financial statements included in this Report have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. A critical accounting policy is defined as one that is both material to the presentation of our consolidated financial statements and requires us to make judgments that could have a material effect on our financial condition or results of operations. These policies require us to make assumptions about matters that are highly uncertain at the time of the estimate. Critical accounting estimates refers 31 to those estimates made in accordance with U.S. GAAP that have had or are reasonably likely to have a material impact on the amounts reported in the consolidated financial statements and the related notes due to the significant level of uncertainty involved in developing the estimate. Different estimates we could reasonably have used, or changes in the estimates that are reasonably likely to occur, could have a material effect on our financial condition or results of operations. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies and estimates reflect the more significant judgments and estimates used by us in preparing our consolidated financial statements. For additional discussion of the application of our significant accounting policies, see Part II, Item 8, Note 1, Nature of Operations and Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements in this Report. Revenue Recognition For PCBs and engineered systems, customers have continuous control of the work in progress and finished goods throughout the PCB and engineered systems manufacturing process, as these are built to customer specifications with no alternative use, and there is an enforceable right to payment for work performed to date. As a result, we recognize revenue progressively over time based on the extent of progress towards completion of the performance obligation. See Part II, Item 8, Note 2, Revenues , of the Notes to Consolidated Financial Statements in this Report for further information. For revenue recorded on an over time basis, we apply a gross margin estimate to inventory in process of being manufactured for customers to determine how much of a contract asset or contract liability should be recorded at period end. We use historical information to estimate the gross margin associated with performance obligations that are satisfied over time. We reevaluate our estimate of gross margins on a quarterly basis. Based on the review of gross margins, we update our estimate to the model as necessary. If our estimates of gross margins are inaccurate, we may recognize too much or too little revenue in a period. While experience has shown that trends in gross margins are not volatile, changes in pricing or cost efficiencies could create significant fluctuations. An increase or decrease of 200 basis points in gross margin estimates would have increased or decreased our contract assets by $3.7 million and $2.9 million, respectively, and decreased or increased our contract liabilities by $6.4 million and $5.8 million, respectively. Goodwill and Intangible Assets During the quarter ended June 30, 2025, in connection with our change in organizational structure to enhance clarity in sector performance, accountability, and operating costs, we concluded that we have three reportable segments: A&D, Commercial, and RF&S Components. In prior periods, we had two reportable segments: PCB and RF&S Components. In connection with our assessment of operating segments, we determined that our operating segments were also our reporting units and reallocated our PCB goodwill between A&D and Commercial based on the estimated relative fair values of the reporting units. In connection with the reallocation of goodwill, we performed a quantitative goodwill impairment assessment for these segments and concluded no impairment indicators existed as of June 30, 2025. See Part II, Item 8, Note 4, Segment Information , and Note 6, Goodwill and Definite-lived Intangibles , of the Notes to Consolidated Financial Statements in this Report for further information. We completed our quantitative goodwill impairment analysis related to our PCB, A&D, and Commercial reporting units by comparing the fair value of each reporting unit with its carrying amount. Based on our analysis, we determined that the fair values of the PCB, A&D, and Commercial reporting units were greater than their respective carrying values. In making this assessment, we rely on a number of factors, including expected future operating results, business plans, economic projections, anticipated future cash flows, and business trends. We determined the fair value of the reporting units by using both a DCF and a market approach. Under the market approach, we used revenue and earnings multiples based on comparable industry multiples to estimate the fair value of the reporting unit. Under the DCF approach, we estimated the future cash flows, as well as selected a risk-adjusted discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, we considered historical results adjusted to reflect current and anticipated future operating conditions. We estimated cash flows for the reporting unit over a discrete period and a terminal period (considering expected long-term growth rates and trends). We reallocated PCB goodwill to the A&D and Commercial reporting units based on their estimated relative fair values. Estimating the fair value of the reporting unit requires us to make assumptions and estimates in such areas as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for future cash flows, discount rates, or terminal growth rates, which are subject to a high degree of judgment, could produce substantially different estimates of the fair value of the reporting unit. In the fourth quarter of 2025, we performed our annual goodwill impairment test qualitatively for the A&D, Commercial, and RF&S Components reporting units and concluded that it was more likely than not that there was no impairment to goodwill. 32 Management will continue to monitor the reporting units for changes in the business environment that could impact recoverability. The recoverability of goodwill is dependent upon the continued growth of cash flows from our business activities. If the economy or business environment falters and we are unable to achieve our assumed revenue growth rates or profit margin percentages, our projections used would need to be remeasured, which could impact the carrying value of our goodwill in one or more of our reporting units. We also assess definite-lived intangibles for potential impairment given similar impairment indicators. When indicators of impairment exist related to our definite-lived intangible assets, we use an estimate of the undiscounted cash flows in measuring whether the carrying amount of the assets is recoverable. If the sum of the undiscounted cash flows is less than the carrying amount of the net assets, impairment is measured based on the difference between the net asset’s carrying value and estimated fair value. Fair value is determined through various valuation techniques, including cost-based, market, and income approaches as considered necessary, which involve judgments related to future cash flows and the application of the appropriate valuation model. CONSOLIDATED OPERATING RESULTS We operate on a 52 or 53 week fiscal calendar with the fourth quarter ending on the Monday nearest December 31. Fiscal years 2025, 2024, and 2023 consisted of 52 weeks ended on December 29, 2025, December 30, 2024, and January 1, 2024, respectively. All references to years relate to fiscal years unless otherwise noted. Selected financial highlights are presented in the table below: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands, except margin rates) Net sales $ 2,906,345 $ 2,442,753 $ 2,232,567 Cost of goods sold 2,304,659 1,965,378 1,819,299 Gross profit 601,686 477,375 413,268 Gross margin 20.7 % 19.5 % 18.5 % Operating expenses: Selling and marketing 85,460 80,030 76,922 General and administrative 192,149 170,107 149,631 Research and development 28,992 31,845 27,272 Amortization of definite-lived intangibles 27,554 35,550 48,675 Impairment of goodwill — 32,600 44,100 Restructuring charges 2,847 11,200 24,352 Total operating expenses 337,002 361,332 370,952 Operating income 264,684 116,043 42,316 Operating margin 9.1 % 4.8 % 1.9 % Total other expense, net (54,347 ) (32,094 ) (42,019 ) Income tax provision (32,889 ) (27,650 ) (19,015 ) Net income (loss) $ 177,448 $ 56,299 $ (18,718 ) Net Sales Total net sales increased $463.6 million, or 19.0%, to $2,906.3 million for the year ended December 29, 2025 from $2,442.8 million for the year ended December 30, 2024. The primary driver of this increase was strong demand in our aerospace and defense, data center computing, and networking end markets, the latter two being driven by generative AI. In addition, our medical, industrial, and instrumentation end market was stronger as inventories and demand normalized in this end market. Total net sales increased $210.2 million, or 9.4%, to $2,442.8 million for the year ended December 30, 2024 from $2,232.5 million for the year ended January 1, 2024. The primary driver of this increase was demand growth for generative AI applications in our data center computing end market and strong demand and improved operational execution in our aerospace and defense end market, partially offset by demand weakness due to customers' inventory correction in our automotive, medical, industrial, and instrumentation, and networking end markets. We also sold our Shanghai Backplane Assembly entity in the first quarter of 2023, which had the effect of reducing net sales in 2024 by $8.4 million. Gross Profit and Margin Rate Gross profit increased $124.3 million to $601.7 million for the year ended December 29, 2025, from $477.4 million for the year ended December 30, 2024. Gross margin rate increased to 20.7% for the year ended December 29, 2025, from 19.5% for the year ended December 30, 2024. These increases were primarily due to higher sales volume, improved operational execution, favorable product 33 mix, and increased volume of PCB shipments, partially offset by continued ramp-up costs in connection with our fabrication plant in Penang, Malaysia. Gross profit increased $64.1 million to $477.4 million for the year ended December 30, 2024, from $413.3 million for the year ended January 1, 2024. Gross margin rate increased to 19.5% for the year ended December 30, 2024, from 18.5% for the year ended January 1, 2024. These increases were primarily due to higher sales volume and improved operational execution, partially offset by higher employee costs and continued ramp-up costs in connection with our fabrication plant in Penang, Malaysia. Operating Expenses Operating expenses decreased $24.3 million to $337.0 million for the year ended December 29, 2025, from $361.3 million for the year ended December 30, 2024, primarily due to the absence of a $32.6 million impairment of goodwill, decreases in restructuring charges and amortization of definite-lived intangibles, and the absence of a $6.1 million write down of our Hong Kong building that occurred during the year ended December 30, 2024, partially offset by higher stock-based compensation and incentive compensation expense as well as the absence of $14.4 million of gains on the sale of assets primarily related to the sale of two buildings vacated with the closure of our Anaheim and Santa Clara plants that occurred during the year ended December 30, 2024. Operating expenses decreased $9.6 million to $361.3 million for the year ended December 30, 2024, from $371.0 million for the year ended January 1, 2024, primarily due to decreases in restructuring charges, amortization of definite-lived intangibles, and impairment of goodwill, partially offset by higher labor costs, consulting and other professional services expenses, stock-based compensation, bad debt, and incentive compensation. In addition, $14.4 million of gains on the sale of assets primarily related to the sale of two buildings vacated with the closure of our Anaheim and Santa Clara plants were partially offset by the write down of our Hong Kong building of $6.1 million that occurred during the year ended December 30, 2024. Total Other Expense, Net Total other expense, net increased $22.3 million to $54.3 million for the year ended December 29, 2025 from $32.1 million for the year ended December 30, 2024, primarily due to a foreign exchange loss of $20.4 million during the year ended December 29, 2025 compared to a foreign exchange gain of $1.2 million during the year ended December 30, 2024. We utilize the RMB and MYR at our China and Malaysia facilities, respectively, for employee‑related and other costs of running our operations in foreign countries. There was an unrealized loss from foreign exchange of $14.6 million during the year ended December 29, 2025, compared to an unrealized gain from foreign exchange of $1.0 million during the year ended December 30, 2024. The unrealized loss was related to the translation of our China and Malaysia balance sheets from their local currencies into the U.S. dollar functional currency, resulting from strengthening RMB and MYR during the year ended December 29, 2025 as compared to the year ended December 30, 2024. Total other expense, net decreased $9.9 million to $32.1 million for the year ended December 30, 2024 from $42.0 million for the year ended January 1, 2024. This decrease was primarily due to the weakening RMB resulting in a $1.2 million foreign exchange gain during the year ended December 30, 2024, as compared to a $3.9 million foreign exchange loss during the year ended January 1, 2024. In addition, there was a $3.8 million increase in interest income and $0.6 million decrease in interest expense. Income Taxes Income tax expense increased $5.2 million to $32.9 million for the year ended December 29, 2025 from $27.7 million for the year ended December 30, 2024, primarily due to an increase in income before income taxes for the year ended December 29, 2025 and income tax accruals for assessments and uncertain tax positions in various jurisdictions, partially offset by the OBBBA tax impact, as discussed below, and an income tax benefit from the deduction of stock‑based compensation. Income tax expense increased $8.6 million to $27.7 million for the year ended December 30, 2024 from $19.0 million for the year ended January 1, 2024, primarily due to an increase in income before income taxes. On July 4, 2025, the OBBBA was enacted, introducing amendments to U.S. tax laws with various effective dates from 2025 to 2027. The OBBBA includes provisions such as the permanent extension of certain provisions of the Tax Cuts and Jobs Act that were set to expire at the end of 2025 and modifications to the international tax framework. Topic 740 requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Accordingly, our tax provisions for the year ended December 29, 2025 incorporated the estimated effects of the tax law changes including the accelerated depreciation of qualified property and the immediate expensing of U.S. research and development expenditure paid or incurred for tax years beginning after December 31, 2024. We recorded a $6.0 million benefit from the decrease in the U.S. valuation allowance resulting from the OBBBA impact to our deferred tax assets. Our effective tax rate is primarily impacted by the mix of foreign and U.S. income, tax rates in China and Hong Kong, the U.S. federal income tax rate, apportioned state income tax rates, the generation of credits and deductions available to us as well as changes in valuation allowances and certain non-deductible items. 34 SEGMENT OPERATING RESULTS Basis of Presentation During the quarter ended June 30, 2025, in connection with our change in organizational structure to enhance clarity in sector performance, accountability, and operating costs, our management finalized its assessment of our operating segments and concluded that we have three reportable segments: A&D, Commercial, and RF&S Components. As a result, certain prior period amounts have been reclassified to conform with this new presentation. See Part II, Item 8, Note 4, Segment Information , of the Notes to Consolidated Financial Statements in this Report for further information. Selected segment financial highlights, with reconciliations to operating income, are presented in the table below: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands, except margin rates) Segment sales: A&D $ 1,292,523 $ 1,139,955 $ 1,045,983 Commercial 1,585,701 1,275,701 1,164,672 RF&S Components 40,014 37,317 38,619 Total $ 2,918,238 $ 2,452,973 $ 2,249,274 Segment operating income: A&D $ 183,813 $ 141,800 $ 95,021 Commercial 238,781 179,782 171,379 RF&S Components 11,253 8,666 10,955 Total 433,847 330,248 277,355 Segment operating margin rate: A&D 14.2 % 12.4 % 9.1 % Commercial 15.1 % 14.1 % 14.7 % RF&S Components 28.1 % 23.2 % 28.4 % Total 14.9 % 13.5 % 12.3 % Unallocated amounts: Restructuring (2,847 ) (11,200 ) (24,352 ) Impairment of goodwill — (32,600 ) (44,100 ) Gain on sale of property, plant, and equipment — 15,669 195 Acquisition-related and other charges (15 ) (14,524 ) (4,529 ) Stock-based compensation (41,668 ) (29,780 ) (22,887 ) Other corporate expenses (87,736 ) (96,878 ) (77,790 ) Amortization of definite-lived intangibles (1) (36,897 ) (44,892 ) (61,576 ) Operating income $ 264,684 $ 116,043 $ 42,316 (1) Amortization of definite-lived intangibles relates to the A&D, Commercial, and RF&S Components reportable segments, but is not reviewed separately by the CODM. For the years ended December 29, 2025, December 30, 2024, and January 1, 2024, amortization expense of $9,343, $9,342, and $12,292, respectively, is included in cost of goods sold for the A&D reportable segment. For the year ended January 1, 2024, amortization expense of $609 is included in cost of goods sold for the RF&S Components reportable segment. Segment operating income, as reconciled in Part II, Item 8, Note 4, Segment Information , of the Notes to Consolidated Financial Statements in this Report, and segment operating margin rate (segment operating income divided by segment sales) are presented in conformity with Accounting Standards Codification (ASC) Topic 280, Segment Reporting . These measures are reported to the CODM, who is the President and Chief Executive Officer, for purposes of making decisions about allocating resources to the segments and assessing their performance. For these reasons, these measures are excluded from the definition of non‑GAAP financial measures under the SEC's Regulation G and Item 10(e) of Regulation S-K. 35 A&D Segment Sales Segment sales for the A&D reportable segment increased $152.6 million, or 13.4%, to $1,292.5 million for the year ended December 29, 2025, from $1,140.0 million for the year ended December 30, 2024. The primary drivers of this increase were improved spending in previous defense budgets, our strong strategic program alignment, and key bookings for ongoing franchise programs, including restricted programs. These increases were driven by increased sales related to missiles and munitions as well as strong demand in our mission systems and specialty assembly businesses. Segment sales for the A&D reportable segment increased $94.0 million, or 9.0%, to $1,140.0 million for the year ended December 30, 2024, from $1,046.0 million for the year ended January 1, 2024. The primary driver of this increase was strong demand in our radar and missile systems. Segment Operating Income and Margin Rate Segment operating income for the A&D reportable segment increased $42.0 million to $183.8 million for the year ended December 29, 2025, from $141.8 million for the year ended December 30, 2024. Segment operating margin rate for the A&D reportable segment increased to 14.2% for the year ended December 29, 2025, from 12.4% for the year ended December 30, 2024. The primary drivers of these increases were higher sales volume, as discussed above, favorable product mix, and improved operational execution. Segment operating income for the A&D reportable segment increased $46.8 million to $141.8 million for the year ended December 30, 2024, from $95.0 million for the year ended January 1, 2024. Segment operating margin rate for the A&D reportable segment increased to 12.4% for the year ended December 30, 2024, from 9.1% for the year ended January 1, 2024. The primary drivers of these increases were higher sales volume, as discussed above, and improved operational execution. Commercial Segment Sales Segment sales for the Commercial reportable segment increased $310.0 million, or 24.3%, to $1,585.7 million for the year ended December 29, 2025, from $1,275.7 million for the year ended December 30, 2024. The primary driver of this increase was strong demand in our data center computing and networking end markets driven by generative AI, and the recovery in medical, industrial, and instrumentation market. Segment sales for the Commercial reportable segment increased $111.0 million, or 9.5%, to $1,275.7 million for the year ended December 30, 2024, from $1,164.7 million for the year ended January 1, 2024. The primary driver of this increase was demand growth for generative AI applications in our data center computing end market, partially offset by demand weakness due to customers' inventory correction in our automotive, medical, industrial, and instrumentation, and networking end markets. We also sold our Shanghai Backplane Assembly entity in the first quarter of 2023, which had the effect of reducing Commercial reportable segment net sales in 2024 by $8.4 million. Segment Operating Income and Margin Rate Segment operating income for the Commercial reportable segment increased $59.0 million to $238.8 million for the year ended December 29, 2025, from $179.8 million for the year ended December 30, 2024. Segment operating margin rate for the Commercial reportable segment increased to 15.1% for the year ended December 29, 2025, from 14.1% for the year ended December 30, 2024. The primary driver of these increases in segment operating income was higher sales volume, as discussed above, partially offset by increased ramp-up costs in connection with our fabrication plant in Penang, Malaysia. Segment operating income for the Commercial reportable segment increased $8.4 million to $179.8 million for the year ended December 30, 2024, from $171.4 million for the year ended January 1, 2024. Segment operating margin rate for the Commercial reportable segment decreased to 14.1% for the year ended December 30, 2024, from 14.7% for the year ended January 1, 2024. The primary driver of the increase in segment operating income was higher sales volume, as discussed above, while the segment operating margin rate decreased due to continued ramp-up costs in connection with our fabrication plant in Penang, Malaysia. RF&S Components Segment Sales Segment sales for the RF&S Components reportable segment increased $2.7 million, or 7.2%, to $40.0 million for the year ended December 29, 2025, from $37.3 million for the year ended December 30, 2024. The primary driver of this increase was stronger new business development across the networking and medical, industrial, and instrumentation end markets. Segment sales for the RF&S Components reportable segment decreased $1.3 million, or 3.4%, to $37.3 million for the year ended December 30, 2024, from $38.6 million for the year ended January 1, 2024. The primary driver of this decrease was lower demand in our networking end market. 36 Segment Operating Income and Margin Rate Segment operating income for the RF&S Components reportable segment increased $2.6 million to $11.3 million for the year ended December 29, 2025, from $8.7 million for the year ended December 30, 2024. Segment operating margin rate for the RF&S Components reportable segment increased to 28.1% for the year ended December 29, 2025, from 23.2% for the year ended December 30, 2024. The primary drivers of these increases were higher sales volume as discussed above, and improved operational execution. Segment operating income for the RF&S Components reportable segment decreased $2.3 million to $8.7 million for the year ended December 30, 2024, from $11.0 million for the year ended January 1, 2024. Segment operating margin rate for the RF&S Components reportable segment decreased to 23.2% for the December 30, 2024, from 28.4% for the year ended January 1, 2024. The primary driver of these decreases was lower sales volume, as discussed above. Liquidity and Capital Resources Our principal sources of liquidity have been cash provided by operations, the issuance of debt, and borrowings under our revolving credit facilities. Our principal uses of cash have been to finance capital expenditures, finance acquisitions, fund working capital requirements, repay debt obligations, and repurchase common stock. We anticipate that financing capital expenditures, financing acquisitions, funding working capital requirements, servicing debt, and repurchasing common stock will be the principal demands on our cash in the future. Cash flow provided by operating activities during the year ended December 29, 2025 was $291.9 million as compared to $236.9 million in the same period in 2024. The increase in cash flow was primarily due to the $121.1 million increase in net income, partially offset by an increase in working capital. Net cash used in investing activities was $273.9 million for the year ended December 29, 2025, primarily reflecting the use of $292.6 million for purchases of property, plant, and equipment and other assets, partially offset by the receipt of $17.8 million of proceeds from capital-related government incentives. Net cash used in investing activities was $146.2 million for the year ended December 30, 2024, primarily reflecting the use of $185.7 million for purchases of property, plant, and equipment and other assets. This was partially offset by the receipt of $32.9 million of proceeds from the sale of property, plant, and equipment and other assets primarily related to the sale of two buildings vacated with the closure of our Anaheim and Santa Clara plants and $6.7 million of proceeds from the sale of property associated with our Shanghai E‑MS subsidiary. Net cash used in financing activities was $20.9 million for the year ended December 29, 2025, reflecting the use of $17.9 million for repurchases of our common stock and $3.8 million for the repayment of long-term debt borrowings, partially offset by the receipt of $1.5 million of customer deposits. Net cash used in financing activities was $36.8 million for the year ended December 30, 2024, reflecting the use of $34.5 million for repurchases of our common stock, $9.6 million for the repayment of long-term debt borrowings, and $1.2 million for payment of debt issuance costs, partially offset by $8.4 million of proceeds from long-term debt borrowings primarily related to the refinancing of our Term Loan Facility. As of December 29, 2025, we had cash and cash equivalents of approximately $501.2 million, of which approximately $191.9 million was held by our foreign subsidiaries, primarily in China, and $195.8 million of available borrowing capacity under our revolving credit facilities. Should we choose to remit cash to the United States from our foreign locations, we may incur tax obligations which would reduce the amount of cash ultimately available to the United States. However, we believe there would be no material tax expenses not previously accrued for the repatriation of this cash. Our total 2026 capital expenditures are expected to be in the range of $240.0 million to $260.0 million. Share Repurchases On May 8, 2025, our Board of Directors authorized the 2025 Repurchase Program, under which we may repurchase up to $100.0 million in value of our common stock from time to time through May 7, 2027. During the year ended December 29, 2025, under our previous two-year repurchase program that expired on May 3, 2025, we repurchased approximately 0.7 million shares of our common stock for a total cost of $17.9 million (including commissions). As of December 29, 2025, we have not repurchased any shares of our common stock under the 2025 Repurchase Program, and the remaining amount in value available to be repurchased thereunder was $100.0 million. Long-term Debt and Letters of Credit As of December 29, 2025, we had $916.2 million of outstanding debt, net of discount and debt issuance costs, composed of $497.4 million of Senior Notes due 2029, $336.8 million under the Term Loan Facility, $80.0 million under the Asia ABL, and $2.0 million of other loans. 37 Pursuant to the terms of the Senior Notes due 2029 and Term Loan Facility, we are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and restricted payments. Under the ABL Revolving Loans, we are also subject to various financial covenants, including leverage and fixed charge coverage ratios. As of December 29, 2025, we were in compliance with the covenants under the Senior Notes due 2029, Term Loan Facility, and ABL Revolving Loans. Based on our current level of operations, we believe that cash generated from operations, cash on hand, and cash from the issuance of term and revolving debt will be adequate to meet our currently anticipated capital expenditure, debt service, and working capital needs for the next 12 months. Additional information regarding our indebtedness, including information about the credit available under our debt facilities, interest rates, and other key terms of our outstanding indebtedness, is included in Part II, Item 8, Note 7, Long‑term Debt and Letters of Credit , of the Notes to Consolidated Financial Statements included in this Report. Supplier Finance Program Obligations We have agreements with financial institutions to facilitate payments to certain suppliers. Liabilities associated with these agreements are recorded in accounts payable on the consolidated balance sheets and amounted to $12.5 million and $17.2 million as of December 29, 2025 and December 30, 2024, respectively. Contractual Obligations and Commitments As part of our ongoing operations, we enter into contractual arrangements that obligate us to make future cash payments. These obligations impact our liquidity and capital resource needs. Our estimated future obligations consist of long-term debt obligations, interest on debt obligations, derivative liabilities, purchase obligations, and leases. A summary of our long-term debt obligations as of December 29, 2025 is included in Part II, Item 8, Note 7, Long‑term Debt and Letters of Credit , of the Notes to Consolidated Financial Statements included in this Report. Our aggregate interest on debt obligations as of December 29, 2025 amounted to $167.9 million, which are expected to be settled as follows: $44.7 million within 1 year, $85.0 million within 1-3 years, and $38.2 million within 4-5 years. For debt obligations based on variable rates, interest rates used are as of December 29, 2025. As of December 29, 2025, an immaterial amount of our derivative liabilities is expected to be settled within one year and $0.4 million of our derivative liabilities are expected to be settled within 1-3 years. We also have outstanding firm purchase orders with certain suppliers for the purchase of material and inventory. Orders for standard, or catalog, items can typically be canceled with little or no financial penalty. Our policy regarding non-standard or customized items dictates that such items are only ordered specifically for customers who have contractually assumed liability for the inventory, although exceptions are made to this policy in certain situations. In addition, a substantial portion of catalog items covered by our purchase orders are procured for specific customers based on their purchase orders or a forecast under which the customer has contractually assumed liability for such material. Accordingly, our liability from purchase obligations under these purchase orders is not expected to be significant. A summary of our lease obligations as of December 29, 2025 is included in Part II, Item 8, Note 13, Leases , of the Notes to Consolidated Financial Statements included in this Report. Seasonality We do not consider any material portion of our business to be seasonal. Various factors, however, can affect the distribution of our sales between accounting periods, including the timing of customer orders, the availability of customer funding, product deliveries, and customer acceptance. Recently Issued Accounting Standards For a description of recently adopted and issued accounting standards, including the respective dates of adoption and expected effects on our results of operations and financial condition, see Part II, Item 8, Note 1, Nature of Operations and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in this Report. 38 ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK In the normal course of business operations, we are exposed to risks associated with fluctuations in interest rates and foreign currency exchange rates. We address these risks through controlled risk management that includes the use of derivative financial instruments to economically hedge or reduce these exposures. We do not enter into derivative financial instruments for trading or speculative purposes. As of December 29, 2025, we did not have any material commodity contracts in place and believe our exposure to commodity price risk is not material. We have not experienced any losses to date on any derivative financial instruments due to counterparty credit risk. Interest Rate Risks Our business is exposed to risk resulting from fluctuations in interest rates. Our interest expense is more sensitive to fluctuations in the general level of Term SOFR interest rates than to changes in rates in other markets. Increases in interest rates would increase interest expense relating to our outstanding variable rate borrowings and increase the cost of debt. Fluctuations in interest rates can also lead to significant fluctuations in the fair value of our debt obligations. In March 2023, we entered into a four-year pay-fixed, receive-floating (1-month CME Term SOFR), interest rate swap arrangement with a notional amount of $250.0 million for the period beginning April 1, 2023 and ending on April 1, 2027. Under the terms of the interest rate swap, we pay a fixed rate of 3.49% against a portion of our Term SOFR-based debt and receive floating 1‑month CME Term SOFR during the swap period. At inception, we designated the interest rate swap as a cash flow hedge and the fair value of the interest rate swap was zero. As of December 29, 2025, the fair value of the interest rate swap was recorded as a liability in the amount of $0.4 million included as a component of other long-term liabilities. As of December 30, 2024, the fair value of the interest rate swap was recorded as an asset in the amount of $3.1 million, of which $1.8 million is included as a component of prepaid expenses and other current assets and $1.3 million is included as a component of deposits and other non-current assets. No ineffectiveness was recognized for the year ended December 29, 2025. During the years ended December 29, 2025 and December 30, 2024, the interest rate swap decreased interest expense by $1.9 million and $4.2 million, respectively. For the year ended December 29, 2025, we received $10.6 million in floating-rate interest at an average rate of 4.24% and paid $8.8 million in fixed-rate interest at 3.49%. See Liquidity and Capital Resources in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8, Note 7, Long-term Debt and Letters of Credit , of the Notes to Consolidated Financial Statements included in this Report for further discussion of our financing facilities and capital structure. As of December 29, 2025, approximately 81.4% of our debt was based on fixed rates. Based on our borrowings as of December 29, 2025, an assumed 100 basis point change in variable rates would cause our annual interest cost to change by $1.7 million. Foreign Currency Exchange Rate Risks In the normal course of business, we are exposed to risks associated with fluctuations in foreign currency exchange rates related to transactions that are denominated in currencies other than our functional currencies, as well as the effects of translating amounts denominated in a foreign currency to the U.S. Dollar as a normal part of our financial reporting process. Most of our foreign operations have the U.S. Dollar as their functional currency. However, one of our China facilities utilizes the RMB, which results in recognition of translation adjustments included as a component of other comprehensive income (loss). Our foreign exchange exposure results primarily from employee-related and other costs of running our operations in foreign countries, foreign currency denominated purchases, and translation of balance sheet accounts denominated in foreign currencies. We do not engage in hedging to manage this foreign currency risk. However, we may consider the use of derivatives in the future. Our primary foreign exchange exposure is to the RMB and MYR. 39 Debt Instruments The fiscal calendar maturities of our debt instruments for the next five years were as follows: As of December 29, 2025 2026 2027 2028 2029 2030 Total Fair Value Weighted Average Interest Rate (In thousands, except interest rates) US$ Variable Rate (1) $ 3,465 $ 4,331 $ 83,465 $ 2,599 $ 328,309 $ 422,169 $ 425,806 5.79 % US$ Fixed Rate 350 404 363 500,419 445 501,981 490,306 4.01 Total $ 3,815 $ 4,735 $ 83,828 $ 503,018 $ 328,754 $ 924,150 $ 916,112 (1) Interest rate swap effectively fixed $250,000 of variable rate debt. ITEM 8. FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA Reference is made to our consolidated financial statements, the notes thereto, and the report thereon, commencing on page 48 of this Report, which consolidated financial statements, notes, and report are incorporated herein by reference. 40 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOU NTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROL S AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, under the supervision and with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Report. Based on this evaluation, our CEO and CFO have concluded that, as of December 29, 2025 such disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Under the supervision of and with the participation of our CEO and CFO, our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 29, 2025 based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 29, 2025. The effectiveness of our internal control over financial reporting as of December 29, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which appears under the heading “Report of Independent Registered Public Accounting Firm” on page 49 of this Report. Inherent Limitations on Effectiveness of Controls A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. Changes in Internal Control over Financial Reporting We continue to expand our implementation of an ERP on a worldwide basis, which is expected to improve the efficiency of the financial reporting and related transaction processes. We have completed the implementation at certain locations and as a result, we made changes to our processes and procedures which, in turn, resulted in changes to our internal control over financial reporting, including the implementation of additional controls. We are in the process of rolling out the ERP to our remaining locations to standardize the ERP. There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 29, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans During the quarter ended December 29, 2025, our directors and/or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities set forth in the table below. Name and Title Action Adoption / Termination Date Rule 10b5-1 (1) Non-Rule 10b5-1 (2) Total Number of Shares of Common Stock to be Sold (3) Expiration Date Daniel L. Boehle ( Executive Vice President and CFO ) Termination November 17, 2025 X Indeterminable (4) August 31, 2026 41 Name and Title Action Adoption / Termination Date Rule 10b5-1 (1) Non-Rule 10b5-1 (2) Total Number of Shares of Common Stock to be Sold (3) Expiration Date Thomas Clapprood ( President, Radar Systems and Sensors Business Unit ) Termination November 17, 2025 X Indeterminable (4) June 30, 2026 Thomas T. Edman ( Director ) Termination November 20 , 2025 X Indeterminable (4) June 30, 2026 Robert Farrell ( President, Communication and Computing Business Unit ) Termination November 18, 2025 X Indeterminable (4) June 30, 2026 Catherine A. Gridley ( Executive Vice President and President, Aerospace & Defense Sector ) Terminatio n November 17 , 2025 X Indeterminable (4) June 30, 2026 Dale Knecht ( Senior Vice President of Global Information Technology ) Terminatio n November 24 , 2025 X Indeterminable (4) June 30, 2026 Shawn Powers ( Executive Vice President and Chief Human Resources Officer ) Terminatio n November 24 , 2025 X Indeterminable (4) June 30, 2026 Shawn Powers ( Executive Vice President and Chief Human Resources Officer ) Termination November 13, 2025 X Up to 15,000 November 30, 2026 Douglas L. Soder ( Executive Vice President and President, Commercial Sector ) Termination November 13 , 2025 X Up to 25,000 November 30, 2026 Douglas L. Soder ( Executive Vice President and President, Commercial Sector ) Termination November 17 , 2025 X Indeterminable (4) June 30, 2026 Steven Spoto ( President, Integrated Electronics Business Unit ) Termination November 19 , 2025 X Indeterminable (4) August 12, 2026 James P. Walsh ( Chief Operating Officer ) Termination November 17 , 2025 X Indeterminable (4) June 30, 2026 Daniel J. Weber ( Executive Vice President, Chief Legal Officer and Secretary ) Termination November 17, 2025 X Indeterminable (4) June 30, 2026 (1) Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. (2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. (3) Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The number of shares sold will be dependent on the satisfaction of certain conditions as set forth in the trading plan. (4) Rule 10b5-1 trading arrangement that was intended to provide for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) to satisfy tax withholding obligations arising exclusively from vesting of RSUs or PRUs. The number of shares subject to covered RSUs or PRUs that were to be sold to satisfy applicable tax withholding obligations upon vesting were not currently determinable as the number would vary based on the market price of our common stock and the extent to which vesting conditions are satisfied. This sell-to-cover arrangement provided solely for the automatic sale of shares that would otherwise be issuable in respect of a covered RSU or PRU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 42 PART III ITEM 10. DIRECTORS, EXECUTIVE OFF ICERS, AND CORPORATE GOVERNANCE The information required by this Item is incorporated herein by reference from the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders or will be included in an amendment to this Report. ITEM 11. EXECUTIV E COMPENSATION The information required by this Item is incorporated herein by reference from the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders or will be included in an amendment to this Report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWN ERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference from the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders or will be included in an amendment to this Report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference from the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders or will be included in an amendment to this Report. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated herein by reference from the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2026 Annual Meeting of Stockholders or will be included in an amendment to this Report. 43 PART IV ITEM 15. EXHIBITS, FINANC IAL STATEMENT SCHEDULES (a) Financial Statements Financial Statements are listed in the Index to Consolidated Financial Statements on page 48 of this Report. (b) Exhibits Exhibit Filed/Furnished Incorporated by Reference Number Exhibit Description Herewith Form File Number Exhibit Filing Date 2.1 Stock Purchase Agreement, dated as of April 18, 2022, by and among TTM Technologies, Inc., Griffon Corporation, and Exphonics, Inc. 8-K 000-31285 2.1 June 27, 2022 3.1(a) Registrant’s Certificate of Incorporation, as amended June 3, 2011 8-K 000-31285 3.1 June 6, 2011 3.1(b) TTM Technologies, Inc. Amended and Restated Certificate of Incorporation, effective May 8, 2024 8-K 000-31285 3.1 May 10, 2024 3.1(c) Certificate of Correction of the Amended and Restated Certificate of Incorporation, filed June 10, 2024 8-K/A 000-31285 3.3 June 10, 2024 3.2 TTM Technologies, Inc. Sixth Amended and Restated Bylaws 8-K 000-31285 3.2 May 10, 2024 4.1 Form of Registrant’s common stock certificate 8-K 000-31285 4.1 August 30, 2005 4.2 Description of the Registrant’s Securities 10-K 000-31285 4.2 February 21, 2025 4.3 Indenture dated as of March 10, 2021, by and among the Company, the Guarantors named therein, and Wilmington Trust, National Association, as Trustee 8-K 000-31285 4.1 March 10, 2021 4.4 Form of 4.000% Senior Notes due 2029 8-K 000-31285 4.1 (1) March 10, 2021 10.1 Form of Director and Officer Indemnification Agreement 8-K 000-31285 10.1 December 15, 2014 10.2 Executive and Director Deferred Compensation Plan 8-K 000-31285 10.25 September 19, 2011 10.3 Form of Executive Change in Control Severance Agreement and schedule of agreements 10-Q 000-31285 10.4 May 5, 2015 10.4 TTM Technologies, Inc. 2006 Incentive Compensation Plan 10-K 000-31285 10.6 March 16, 2007 10.5 TTM Technologies, Inc. 2014 Incentive Compensation Plan, as amended 8-K 000-31285 10.1 May 18, 2016 10.6 TTM Technologies, Inc. Form of Restricted Stock Unit Award Grant Notice (for U.S. taxpayers) pursuant to TTM Technologies, Inc. 2014 Incentive Compensation Plan 10-Q 000-31285 10.1 August 4, 2016 10.7 TTM Technologies, Inc. Form of Restricted Stock Unit Award Grant Notice (for non-U.S. taxpayers) pursuant to TTM Technologies, Inc. 2014 Incentive Compensation Plan 10-Q 000-31285 10.2 May 5, 2015 10.8 TTM Technologies, Inc. Form of Performance-Based RSU Grant Notice and Award Agreement pursuant to TTM Technologies, Inc. 2014 Incentive Compensation Plan 10-Q 000-31285 10.2 August 4, 2016 44 10.9 TTM Technologies, Inc. Form of Restricted Stock Unit Award Grant Notice (for non-employee directors) pursuant to TTM Technologies, Inc. 2014 Incentive Compensation Plan 10-Q 000-31285 10.1 August 10, 2015 10.10 TTM Technologies, Inc. 2023 Incentive Compensation Plan S-8 333-272490 99.1 June 7, 2023 10.11 TTM Technologies, Inc. 2023 Form of Restricted Stock Unit Award Grant Notice and Award Agreement (for U.S. taxpayers) pursuant to TTM Technologies, Inc. 2023 Incentive Compensation Plan 10-Q 000-31285 10.5 August 10, 2023 10.12 TTM Technologies, Inc. 2023 Form of Restricted Stock Unit Award Grant Notice and Award Agreement (for non-U.S. taxpayers) pursuant to TTM Technologies, Inc. 2023 Incentive Compensation Plan 10-Q 000-31285 10.6 August 10, 2023 10.13 TTM Technologies, Inc. 2023 Form of Performance-Based RSU Grant Notice and Award Agreement pursuant to TTM Technologies, Inc. 2023 Incentive Compensation Plan 10-Q 000-31285 10.7 August 10, 2023 10.14 TTM Technologies, Inc. 2024 Form of Restricted Stock Unit Award Grant Notice (for non-employee directors) pursuant to TTM Technologies, Inc. 2023 Incentive Compensation Plan 10-K 000-31285 10.14 February 21, 2025 10.15 Letter Agreement, dated as of July 28, 2023, by and between the Company and Daniel L. Boehle 8-K 000-31285 10.1 August 2, 2023 10.16 Amended & Restated Facility Agreement, dated as of June 14, 2023, by and among TTM Technologies China Limited and TTM Technologies Trading (Asia) Company Limited, as borrowers, TTM Technologies (Asia Pacific) Limited and other parties as guarantors, The Hong Kong and Shanghai Banking Corporation Limited and Barclays Bank PLC as original lenders, and The Hong Kong and Shanghai Banking Corporation Limited as arranger, facility agent, security trustee and issuing bank 8-K 000-31285 10.1 June 20, 2023 10.17 First Amendment, dated as of June 10, 2024, to that certain Amended and Restated ABL Credit Agreement, dated as of May 30, 2023, by and among TTM Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, Bank of America, N.A. and Truist Securities, Inc. as Syndication Agents, and HSBC Securities (USA) Inc., as Documentation Agent 10-Q 000-31285 10.1 August 6, 2024 10.18 First Amendment, dated as of August 1, 2024, to that certain Amended and Restated Term Loan Credit Agreement, dated as of May 30, 2023, by and among TTM Technologies, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the several lenders from time to time parties thereto 10-Q 000-31285 10.2 August 6, 2024 45 10.19 Letter Agreement, dated as of August 14, 2025, by and between the Company and Edwin Roks 8-K 000-31285 10.1 August 14, 2025 10.20 Form of First Amendment to Performance-Based RSU Grant Notice Award Agreement by and between TTM Technologies, Inc. and Thomas Edman 8-K 000-31285 10.2 August 14, 2025 19 TTM Technologies, Inc. Insider Trading Policy 10-K 000-31285 19 February 21, 2025 21.1 Subsidiaries of the Registrant X 23.1 Consent of KPMG LLP, independent registered public accounting firm X 31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 TTM Technologies, Inc. Executive Compensation Recoupment Policy 10-K 000-31285 97 February 27, 2024 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) (1) Included as Exhibit A to the Indenture filed as Exhibit 4.1 to the Registrant’s Form 8-K filed with the Commission on March 10, 2021, SEC File Number 000-31285. Management contract or compensatory plan. * Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report are not deemed filed with the Commission and are not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing. (c) Financial Statement Schedules None. ITEM 16. FORM 10-K SUMMARY None. 46 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) 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. TTM TECHNOLOGIES, INC. By: /s/ Edwin Roks Edwin Roks President and Chief Executive Officer Date: February 13, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Edwin Roks Edwin Roks President, Chief Executive Officer, and Director (Principal Executive Officer) February 13, 2026 /s/ Daniel L. Boehle Daniel L. Boehle Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 13, 2026 /s/ Rex D. Geveden Rex D. Geveden Chairman of the Board February 13, 2026 /s/ Wajid Ali Wajid Ali Director February 13, 2026 /s/ Thomas T. Edman Director February 13, 2026 Thomas T. Edman /s/ Julie S. England Julie S. England Director February 13, 2026 /s/ Philip G. Franklin Philip G. Franklin Director February 13, 2026 /s/ Pamela B. Jackson Pamela B. Jackson Director February 13, 2026 /s/ Chantel E. Lenard Chantel E. Lenard Director February 13, 2026 /s/ John G. Mayer John G. Mayer Director February 13, 2026 47 TTM TECHNOLOGIES, INC. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 49 Consolidated Balance Sheets as of December 29, 2025 and December 30, 2024 51 Consolidated Statements of Operations for the Years Ended December 29, 2025, December 30, 2024, and January 1, 2024 52 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 29, 2025, December 30, 2024, and January 1, 2024 53 Consolidated Statements of Stockholders’ Equity for the Years Ended December 29, 2025, December 30, 2024, and January 1, 2024 54 Consolidated Statements of Cash Flows for the Years Ended December 29, 2025, December 30, 2024, and January 1, 2024 55 Notes to Consolidated Financial Statements 56 48 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors TTM Technologies, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of TTM Technologies, Inc. and subsidiaries (the Company) as of December 29, 2025 and December 30, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 29, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 29, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 29, 2025 and December 30, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 29, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The 49 communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the sufficiency of audit evidence over net sales As discussed in Note 1 to the consolidated financial statements, the Company recorded approximately $2,906,345 thousand of net sales during the year ended December 29, 2025. Net sales are recognized primarily from the sale of printed circuit boards, engineered systems using customer-supplied engineering and design plans as well as long-term contracts related to the design and manufacture of highly sophisticated intelligence, surveillance and communications solutions, radio frequency and microwave/microelectronics components, assemblies, and subsystems. We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the geographical dispersion and decentralized nature of the Company’s net sales generating activities. This included determining the Company locations at which procedures were performed. It also included the involvement of IT professionals with specialized skills and knowledge, who assisted in the performance of certain procedures. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including determining the locations at which those procedures were to be performed. At each location where procedures were performed, we (1) evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales processes, including the Company’s controls over the accurate recording of sales amounts, (2) involved IT professionals, who assisted in testing certain IT applications used by the Company in its revenue recognition processes, and (3) tested the recorded net sales by selecting a sample of transactions and comparing the amounts recognized to underlying documentation, including contracts with customers. In addition, we evaluated the sufficiency of audit evidence obtained over net sales by assessing the results of procedures performed. /s/ KPMG LLP We have served as the Company’s auditor since 2014. Irvine, California February 13, 2026 50 TTM TECHNOLOGIES, INC. Consolidated B alance Sheets As of December 29, 2025 December 30, 2024 (In thousands, except par value) ASSETS Current assets: Cash and cash equivalents $ 501,234 $ 503,932 Accounts receivable, net 563,741 448,611 Contract assets 468,006 381,382 Inventories 250,057 224,985 Prepaid expenses and other current assets 72,368 47,834 Total current assets 1,855,406 1,606,744 Property, plant, and equipment, net 1,010,710 869,957 Operating lease right-of-use assets 80,914 78,252 Goodwill 670,135 670,135 Definite-lived intangibles, net 154,922 191,819 Deposits and other non-current assets 68,244 55,587 Total assets $ 3,840,331 $ 3,472,494 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term debt, including current portion of long-term debt $ 3,815 $ 3,795 Accounts payable 543,538 406,221 Contract liabilities 175,627 170,915 Accrued salaries, wages, and benefits 132,967 108,149 Other current liabilities 106,250 119,974 Total current liabilities 962,197 809,054 Long-term debt, net of discount and issuance costs 912,336 914,359 Operating lease liabilities 87,524 77,509 Other long-term liabilities 116,021 107,748 Total long-term liabilities 1,115,881 1,099,616 Commitments and contingencies (Note 11) Equity: Common stock, $ 0.001 par value; 300,000 shares authorized, 115,197 and 113,161 shares issued as of December 29, 2025 and December 30, 2024, respectively; 103,379 and 101,997 shares outstanding as of December 29, 2025 and December 30, 2024, respectively 115 113 Treasury stock – common stock at cost; 11,818 and 11,164 shares as of December 29, 2025 and December 30, 2024, respectively ( 174,744 ) ( 157,570 ) Additional paid-in capital 951,942 910,741 Retained earnings 1,015,870 838,422 Accumulated other comprehensive loss ( 30,930 ) ( 27,882 ) Total stockholders’ equity 1,762,253 1,563,824 Total liabilities and stockholders' equity $ 3,840,331 $ 3,472,494 See accompanying notes to consolidated financial statements. 51 TTM TECHNOLOGIES, INC. Consolidated Statem ents of Operations For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands, except per share data) Net sales $ 2,906,345 $ 2,442,753 $ 2,232,567 Cost of goods sold 2,304,659 1,965,378 1,819,299 Gross profit 601,686 477,375 413,268 Operating expenses: Selling and marketing 85,460 80,030 76,922 General and administrative 192,149 170,107 149,631 Research and development 28,992 31,845 27,272 Amortization of definite-lived intangibles 27,554 35,550 48,675 Impairment of goodwill — 32,600 44,100 Restructuring charges 2,847 11,200 24,352 Total operating expenses 337,002 361,332 370,952 Operating income 264,684 116,043 42,316 Other (expense) income: Interest expense ( 45,334 ) ( 47,515 ) ( 48,124 ) Loss on extinguishment of debt — — ( 1,154 ) Gain on sale of subsidiary — — 1,270 Other, net ( 9,013 ) 15,421 5,989 Total other expense, net ( 54,347 ) ( 32,094 ) ( 42,019 ) Income before income taxes 210,337 83,949 297 Income tax provision ( 32,889 ) ( 27,650 ) ( 19,015 ) Net income (loss) $ 177,448 $ 56,299 $ ( 18,718 ) Earnings (loss) per share: Basic earnings (loss) per share $ 1.73 $ 0.55 $ ( 0.18 ) Diluted earnings (loss) per share 1.68 0.54 ( 0.18 ) See accompanying notes to consolidated financial statements. 52 TTM TECHNOLOGIES, INC. Consolidated Statements of Co mprehensive Income (Loss) For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) Net income (loss) $ 177,448 $ 56,299 $ ( 18,718 ) Other comprehensive (loss) income, net of tax: Pension obligation adjustments, net ( 721 ) 1,082 1,251 Foreign currency translation adjustments, net 383 ( 897 ) ( 249 ) Derecognition of foreign currency translation adjustments due to sale of subsidiary — — ( 6,627 ) Net unrealized (loss) gain on cash flow hedges: Unrealized (loss) gain on effective cash flow hedges during the period, net ( 1,592 ) 4,147 4,061 Amounts realized in the statement of operations, net ( 1,118 ) ( 3,147 ) ( 2,713 ) Net ( 2,710 ) 1,000 1,348 Other comprehensive (loss) income, net of tax ( 3,048 ) 1,185 ( 4,277 ) Comprehensive income (loss), net of tax $ 174,400 $ 57,484 $ ( 22,995 ) See accompanying notes to consolidated financial statements. 53 TTM TECHNOLOGIES, INC. Consolidated Statements of Stockholders’ Equity Common Stock Treasury Stock Additional Paid-In Retained Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Capital Earnings Loss Equity (In thousands) Balance, January 2, 2023 109,598 $ 110 ( 7,370 ) $ ( 98,659 ) $ 858,077 $ 800,841 $ ( 24,790 ) $ 1,535,579 Net loss — — — — — ( 18,718 ) — ( 18,718 ) Other comprehensive loss — — — — — — ( 4,277 ) ( 4,277 ) Issuance of common stock for performance-based restricted stock units 337 — — — — — — — Issuance of common stock for restricted stock units 1,347 1 — — ( 1 ) — — — Repurchases of common stock — — ( 1,804 ) ( 24,432 ) — — — ( 24,432 ) Stock-based compensation — — — — 22,887 — — 22,887 Balance, January 1, 2024 111,282 $ 111 ( 9,174 ) $ ( 123,091 ) $ 880,963 $ 782,123 $ ( 29,067 ) $ 1,511,039 Net income — — — — — 56,299 — 56,299 Other comprehensive income — — — — — — 1,185 1,185 Issuance of common stock for performance-based restricted stock units 227 1 — — ( 1 ) — — — Issuance of common stock for restricted stock units 1,652 1 — — ( 1 ) — — — Repurchases of common stock — — ( 1,990 ) ( 34,479 ) — — — ( 34,479 ) Stock-based compensation — — — — 29,780 — — 29,780 Balance, December 30, 2024 113,161 $ 113 ( 11,164 ) $ ( 157,570 ) $ 910,741 $ 838,422 $ ( 27,882 ) $ 1,563,824 Net income — — — — — 177,448 — 177,448 Other comprehensive loss — — — — — — ( 3,048 ) ( 3,048 ) Exercise of stock options — — 20 300 ( 64 ) — — 236 Issuance of common stock for performance-based restricted stock units 305 — — — — — — — Issuance of stock for restricted stock units 1,731 2 26 401 ( 403 ) — — — Repurchases of common stock — — ( 700 ) ( 17,875 ) — — — ( 17,875 ) Stock-based compensation — — — — 41,668 — — 41,668 Balance, December 29, 2025 115,197 $ 115 ( 11,818 ) $ ( 174,744 ) $ 951,942 $ 1,015,870 $ ( 30,930 ) $ 1,762,253 See accompanying notes to consolidated financial statements. 54 TTM TECHNOLOGIES, INC. Consolidated Stateme nts of Cash Flows For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) Cash flows from operating activities: Net income (loss) $ 177,448 $ 56,299 $ ( 18,718 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of property, plant, and equipment 110,274 105,233 99,155 Amortization of definite-lived intangible assets 36,897 44,892 61,576 Amortization of debt discount and issuance costs 2,157 2,042 2,205 Loss on extinguishment of debt — — 1,154 Deferred income taxes 3,349 ( 1,722 ) ( 11,347 ) Stock-based compensation 41,668 29,780 22,887 Impairment of goodwill — 32,600 44,100 Gain on sale of subsidiary — — ( 1,270 ) Other 5,376 ( 1,899 ) ( 516 ) Changes in operating assets and liabilities: Accounts receivable, net ( 115,130 ) ( 35,054 ) 49,936 Contract assets ( 86,624 ) ( 89,332 ) 42,589 Inventories ( 25,072 ) ( 11,910 ) ( 45,392 ) Prepaid expenses and other assets ( 22,489 ) ( 2,688 ) ( 6,034 ) Accounts payable 138,971 49,719 ( 34,582 ) Contract liabilities 4,712 44,407 22,527 Accrued salaries, wages, and benefits 24,038 9,588 ( 16,447 ) Other liabilities ( 3,693 ) 4,939 ( 24,539 ) Net cash provided by operating activities 291,882 236,894 187,284 Cash flows from investing activities: Purchases of property, plant, and equipment and other assets ( 292,565 ) ( 185,739 ) ( 160,242 ) Proceeds from capital-related government incentives 17,844 — — Proceeds from sale of property, plant, and equipment and other assets 781 32,868 505 Proceeds from sale of SH E-MS property — 6,737 61,769 Proceeds from sale of subsidiary, net of cash disposed — — 6,039 Other — ( 76 ) ( 101 ) Net cash used in investing activities ( 273,940 ) ( 146,210 ) ( 92,030 ) Cash flows from financing activities: Repurchases of common stock ( 17,875 ) ( 34,479 ) ( 24,432 ) Repayment of long-term debt borrowings ( 3,795 ) ( 9,596 ) ( 291,572 ) Customer deposits 1,500 — — Proceeds from exercise of stock options 236 — — Proceeds from long-term debt borrowings — 8,416 234,818 Payment of debt issuance costs — ( 1,162 ) ( 5,487 ) Proceeds from borrowings of revolving loan — — 50,000 Refund of customer deposits — — ( 7,500 ) Payment of original issue discount — — ( 3,500 ) Other ( 987 ) — — Net cash used in financing activities ( 20,921 ) ( 36,821 ) ( 47,673 ) Effect of foreign currency exchange rates on cash and cash equivalents 281 ( 139 ) ( 122 ) Net (decrease) increase in cash and cash equivalents ( 2,698 ) 53,724 47,459 Cash and cash equivalents at beginning of period 503,932 450,208 402,749 Cash and cash equivalents at end of period $ 501,234 $ 503,932 $ 450,208 Supplemental cash flow information: Cash paid, net for interest $ 46,197 $ 48,988 $ 47,884 Cash paid, net for income taxes 37,437 18,766 53,751 Supplemental disclosure of non-cash investing and financing activities: Property, plant, and equipment recorded in accounts payable and other current liabilities $ 62,842 $ 77,403 $ 117,299 Cashless rollover of debt — 340,395 115,182 See accompanying notes to consolidated financial statements. 55 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (Dollars and shares in thousands, except per share data) (1) Nature of Operations and Summary of Significant Accounting Policies Nature of Operations TTM is a leading global manufacturer of technology products, including mission systems, RF components, RF microwave/microelectronic assemblies, and technologically advanced interconnect products, including PCBs and substrates. The Company provides time-to-market and volume production of advanced technology products and offers a one-stop design, engineering, and manufacturing solution to customers. This solution allows the Company to align technology development with the diverse needs of the Company’s customers and to enable them to reduce the time required to develop new products and bring them to market. The Company serves a diversified customer base in various markets throughout the world, including aerospace and defense, data center computing, automotive, medical, industrial, and instrumentation, and networking. The Company’s customers include OEMs, EMS providers, ODMs, distributors, and government agencies (both domestic and allied foreign governments). The Company operates on a 52 or 53 week fiscal calendar with the fourth quarter ending on the Monday nearest December 31. Fiscal years 2025, 2024, and 2023 consisted of 52 weeks ended on December 29, 2025, December 30, 2024, and January 1, 2024, respectively. All references to years relate to fiscal years unless otherwise noted. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates and assumptions are based on management’s best estimates and judgment. Due, in part, to the conflict between Russia and Ukraine as well as other global regions and the imposition of, or changes to, tariffs by the United States as well as retaliatory tariffs or measures by other countries, the global economy and financial markets have been volatile in recent years. As such, the Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. The actual results the Company experienced may differ materially and adversely from its estimates. To the extent there are material differences between the estimates and actual results, the Company’s future result of operations will be affected. Principles of Consolidation The consolidated financial statements include the accounts of TTM and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Foreign Currency Translation and Transactions The functional currency of one of the Company’s subsidiaries is the RMB. Accordingly, assets and liabilities are translated into U.S. dollars using period-end exchange rates. Sales and expenses are translated at the average exchange rates in effect during the period. The resulting translation gains or losses are recorded as a component of accumulated other comprehensive loss in the consolidated statement of stockholders’ equity and the consolidated statement of comprehensive income (loss). Net gains and losses resulting from foreign currency remeasurements and transactions are included in income as a component of other, net in the consolidated statements of operations and totaled $ 20,426 loss, $ 1,218 gain, and $ 4,059 loss for the years ended December 29, 2025, December 30, 2024, and January 1, 2024 , respectively. Cash Equivalents The Company considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reflected at estimated net realizable value, do not bear interest and do not generally require collateral. The Company performs credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness. The Company maintains an allowance for doubtful accounts based upon a variety of factors. The Company considers both current and forecasted future economic conditions in determining the adequacy of its allowance for doubtful accounts. The Company’s allowance for doubtful accounts was $ 1,573 and $ 3,248 as of December 29, 2025 and December 30, 2024 , respectively. 56 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) Inventories Inventories are stated at the lower of cost (based on standard cost, which approximates first-in, first-out method) or net realizable value. Assessments to value the inventory at the lower of the actual cost to purchase and/or manufacture the inventory, or net realizable value of the inventory, are based upon assumptions about future demand and market conditions. As a result of the Company’s assessments, when the net realizable value of inventory is less than the carrying value, the inventory cost is written down to the net realizable value and the write down is recorded as a charge to cost of goods sold. Property, Plant, and Equipment, Net Property, plant, and equipment are recorded at cost. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets. Assets recorded under leasehold improvements are amortized using the straight-line method over the lesser of their useful lives or the related lease term. The Company uses the following estimated useful lives: Land use rights 50 - 99 years Buildings and improvements 7 - 50 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 7 years Upon retirement or other disposition of property, plant, and equipment, the cost and related accumulated depreciation are removed from the accounts. The resulting gain or loss is included in the determination of operating income in the period incurred. Depreciation expense on property, plant, and equipment was $ 110,274 , $ 105,233 , and $ 99,155 for the years ended December 29, 2025, December 30, 2024, and January 1, 2024, respectively. The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is amortized over the average useful lives of such assets, which primarily consist of buildings and machinery and equipment. The Company capitalized interest costs of $ 3,828 , $ 4,006 , and $ 2,272 during the years ended December 29, 2025, December 30, 2024, and January 1, 2024, respectively, in connection with various capital projects. Major renewals and betterments are capitalized and depreciated over their estimated useful lives while minor expenditures for maintenance and repairs are included in operating income as incurred. Goodwill Goodwill represents the excess of purchase price of an acquisition over the fair value of net assets acquired. Goodwill is not amortized but instead is assessed for impairment, at a reporting unit level, annually and when events and circumstances warrant an evaluation. Goodwill is allocated to reporting units, which are operating segments or one level below the Company’s operating segments (the component level). Reporting units are determined by the discrete financial information available for the component and whether it is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics. The Company evaluates its goodwill on an annual basis in the fourth quarter or more frequently if it believes indicators of impairment exist. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount or performs a quantitative impairment test. When tested quantitatively, the Company compares the fair value of the applicable reporting unit with its carrying value. In making this assessment, management relies on a number of factors, including expected future operating results, business plans, economic projections, anticipated future cash flows, business trends and declines in the Company’s market capitalization. The Company estimates the fair values of its reporting units using a combination of the DCF and market approaches. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount by which the carrying value exceeds the fair value is recognized as an impairment loss. See Note 6, Goodwill and Definite-lived Intangibles , for further details. Intangible Assets Intangible assets include customer relationships and technology, which are being amortized over their estimated useful lives on a straight-line basis. The estimated useful lives of such intangibles range from 5 years to 13 years . 57 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) Impairment of Long-lived Assets Long-lived tangible assets, including property, plant, and equipment, assets held for sale, and definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset groups may not be recoverable. The Company regularly evaluates whether events or circumstances have occurred that indicate possible impairment and relies on a number of factors, including expected future operating results, business plans, economic projections, and anticipated future cash flows. The Company uses an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable. If the sum of the undiscounted cash flows is less than the carrying amount of the net assets, impairment is measured based on the difference between the net asset’s carrying value and estimated fair value. Fair value is determined through various valuation techniques, including cost-based, market, and income approaches as considered necessary. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and lease liabilities are included in other current liabilities and operating lease liabilities on the consolidated balance sheets. Finance lease ROU assets are included in property, plant, and equipment, net and lease liabilities are included in other current liabilities and other long-term liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating and finance lease ROU assets also include any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective interest method over the lease term. The Company has lease agreements with lease and non-lease components and accounts for the lease and non-lease components as a single lease component. Revenue Recognition The Company derives revenues primarily from the sale of PCBs, engineered systems using customer-supplied engineering and design plans as well as long-term contracts related to the design and manufacture of highly sophisticated intelligence, surveillance, and communications solutions, RF and microwave/microelectronics components, assemblies, and subsystems. In the absence of a sales agreement, the Company’s standard terms and conditions apply. Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the corresponding performance obligation is satisfied. Revenue Streams For PCBs and engineered systems, including pursuant to the Company’s long-term contracts related to the manufacture of highly sophisticated intelligence, surveillance, and communications solutions, components, assemblies, and subsystems, orders for products generally correspond to the production schedules of the Company’s customers and are supported with firm purchase orders. The Company’s customers have continuous control of the work in progress and finished goods throughout the PCB and engineered systems manufacturing process, as these are built to customer specifications with no alternative use, and there is an enforceable right to payment for work performed to date. As a result, the Company recognizes revenue progressively over time based on the extent of progress towards completion of the performance obligation. Revenue recognized is based on a cost method as it best depicts the transfer of control to the customer which takes place as we incur costs. Revenues are recorded proportionally as costs are incurred. For contracts in which anticipated total costs exceed the total expected revenue, an estimated loss is recognized in the period when identifiable. A provision for the entire amount of the estimated loss is recorded on a cumulative basis. In addition, the Company manufactures components, assemblies, subsystems, and completed systems which service its RF&S Components and certain aerospace and defense customers. The Company recognizes revenue at a point in time upon transfer of control of the products to the customer. Point in time recognition was determined as the customer does not simultaneously receive or consume the benefits provided by the Company’s performance and the asset being manufactured has alternative uses to the Company. 58 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) Performance Obligations Each distinct promise to transfer products is considered to be an identified performance obligation for which revenue is recognized upon transfer of control of the products to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual good or service is not separately identifiable from other promises in the contract and is, therefore, not distinct. Transaction Price The Company provides customers a limited right of return for defective PCBs including components, assemblies, and subsystems. Estimates of returns are treated as variable consideration for purposes of determining the transaction price. The Company accrues an estimate for sales returns and allowances progressively over time based on the extent of progress towards completion of the performance obligation using the Company’s judgment based on historical results and anticipated returns. To the extent actual experience varies from its historical experience, revisions to the sales returns and allowances accrual may be required. Sales returns and allowances are recorded as a reduction of revenue and included as a component of other current liabilities on the consolidated balance sheets. Shipping and handling fees and related freight costs and supplies associated with shipping products to customers are included as a component of cost of goods sold. Warranty-related services are not considered a separate performance obligation. Incremental warranty costs that are not related to sales returns are recorded in other current liabilities on the consolidated balance sheets and cost of goods sold on the consolidated statements of operations. The following summarizes the activity in the Company’s sales returns and allowances: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) Balance at beginning of year $ 10,777 $ 12,301 $ 12,319 Addition charged as a reduction of sales 4,831 2,787 4,692 Deductions ( 3,238 ) ( 4,281 ) ( 4,719 ) Effect of foreign currency exchange rates 22 ( 30 ) 9 Balance at end of year $ 12,392 $ 10,777 $ 12,301 Contract Balances Accounts receivable represents the Company’s unconditional right to receive consideration from its customer. Payments are generally due within 90 days or less of invoicing and do not include a significant financing component. To date, there have been no material credit losses on accounts receivable. A contract asset is recognized when the Company has recognized revenue, but has not issued an invoice for payment. Amounts will be invoiced when applicable contract terms, such as the achievement of specified milestones or product delivery, are met. Contract assets represent unbilled amounts for work performed to date and are transferred to receivables when the entitlement to payment becomes unconditional. A contract liability is recognized when the Company has received payment in advance for the future transfer of goods or services. The Company’s contract liabilities are reduced as the contract requirements are fulfilled. The Company has elected to account for shipping and handling activities as a fulfillment cost as permitted by the standard. All incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. Value-added and sales taxes are collected from customers and remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. Such taxes are excluded from reported revenues and costs of goods sold presented in the consolidated statements of operations and comprehensive income (loss). Stock-Based Compensation The Company recognizes stock-based compensation expense in its consolidated financial statements for its incentive compensation plan awards. The incentive compensation plan awards include PRUs, RSUs, and stock options. The associated compensation expense for all awards is based on the grant date fair value of the awards. For PRUs, compensation expense also includes management’s periodic assessment of annual financial performance goals to be achieved. Compensation expense for the incentive compensation plan awards is recognized on a straight-line basis over the vesting period of the awards. The fair value of PRUs is estimated on the grant date using a Monte Carlo simulation model based on the underlying common stock closing price as of the date 59 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) of grant, stock price volatility, and risk-free interest rates. The fair value of RSUs is measured on the grant date based on the quoted closing market price of the Company’s common stock. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets or liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled or realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax assets are reviewed for recoverability, and the Company records a valuation allowance to reduce its deferred income tax assets when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. The Company has various foreign subsidiaries formed or acquired to conduct or support its business outside the United States. The Company expects its earnings attributable to foreign subsidiaries will not be indefinitely reinvested except for certain subsidiaries, and we have established a deferred tax liability for foreign withholding taxes and the estimated federal/state tax impact. For those other companies with earnings currently being reinvested outside of the U.S., no deferred tax liabilities on undistributed earnings are recorded. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Estimated interest and penalties related to underpayment of income taxes are recorded as a component of income tax provision in the consolidated statements of operations. Fair Value Measures The Company measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: Level 1 — Quoted market prices in active markets for identical assets or liabilities; Level 2 — Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs); and Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions. Earnings (Loss) Per Share Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share reflect the potential dilution that could occur if stock options, or other common stock equivalents were exercised or converted into common stock. The dilutive effect of stock options or other common stock equivalents is calculated using the treasury stock method. Comprehensive Income (Loss) Comprehensive income (loss) includes changes to equity accounts that were not the result of transactions with stockholders. Comprehensive income (loss) is comprised of net income (loss), changes in the cumulative foreign currency translation adjustments, pension obligation adjustments, and realized and unrealized gains or losses on hedged derivative instruments. Loss Contingencies The Company establishes an accrual for an estimated loss contingency when it is both probable that an asset has been impaired or that a liability has been incurred and the amount of the loss can be reasonably estimated. Any legal fees expected to be incurred in connection with a contingency are expensed as incurred. 60 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) Government Incentives Government incentives are recorded in the Company’s consolidated financial statements in accordance with their purpose as a reduction of expense or an offset to the related capital asset. The benefit is generally recognized when all conditions attached to the incentive have been met or are expected to be met and there is reasonable assurance of their receipt. The Company records operating grants as a reduction to expense in the same line item on the consolidated statements of operations as the expenditure for which the grant is intended to compensate. The Company records capital-related incentives as a reduction to property, plant, and equipment, net on the consolidated balance sheets and recognizes a reduction to depreciation expense over the useful life of the related acquired asset. The Company expects to receive cash and credits in connection with capital expenditure expansion projects and process and product qualifications under the Defense Industrial Base Consortium (DIBC) base agreement. The duration of the grant agreement is three years. During the year ended December 29, 2025, the Company received government assistance of $ 20,396 in cash, of which $ 17,844 resulted from investment of manufacturing equipment and was recorded as a reduction to property, plant, and equipment, net on the consolidated balance sheets. Recently Adopted and Issued Accounting Standards Recently Adopted Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The Company adopted ASU 2023-09 on a prospective basis for the year ended December 29, 2025. See Note 8, Income Taxes , for further information. Recently Issued Accounting Standards Not Yet Adopted In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities , to provide guidance on how business entities should recognize, measure, and present government grants received. The ASU is effective for annual periods beginning after December 15, 2028, and interim periods within those annual reporting periods. Early adoption is permitted. The guidance may be applied on a modified prospective basis, a modified retrospective basis, or a retrospective basis. The Company is currently evaluating the timing of the adoption and the impact of this ASU on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software , which amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The guidance may be applied on a prospective basis, a modified basis, or a retrospective basis. The Company is currently evaluating the timing of the adoption and the impact of this ASU on its consolidated financial statements and related disclosures. 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 , which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date , which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures, but expects additional disclosures upon adoption. 61 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) (2) Revenues For contracts in which anticipated total costs exceed the total expected revenue, an estimated loss is recognized in the period when identifiable. A provision for the entire amount of the estimated loss is recorded on a cumulative basis. The estimated remaining costs to complete for loss contracts as of December 29, 2025 and December 30, 2024 were $ 33,163 and $ 36,976 , respectively. As of December 29, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations for long‑term contracts was $ 415,062 . The Company expects to recognize revenue on approximately 62 % of the remaining performance obligations for the Company’s long-term contracts over the next 12 months with the remaining amount expected to be recognized thereafter. The remaining performance obligations for the Company’s short‑term contracts are expected to be recognized within one year, and the Company is applying the optional exemption to not disclose the amount of transaction price allocated to the remaining performance obligations for contracts with an expected duration of one year or less. Contract Balances As of December 29, 2025, total contract assets were $ 472,255 , of which $ 468,006 are expected to be collected within one year and recorded as contract assets and $ 4,249 are expected to be collected after one year and included as a component of deposits and other non-current assets on the consolidated balance sheets. As of December 30, 2024, total contract assets were $ 386,817 , of which $ 381,382 were expected to be collected within one year and recorded as contract assets and $ 5,435 were expected to be collected after one year and included as a component of deposits and other non-current assets on the consolidated balance sheets. The increase in total contract assets in 2025 is primarily due to recognition of revenues for which invoicing had not yet occurred. In 2025, there were no material impairment losses on contract assets. Contract liabilities were $ 175,627 and $ 170,915 as of December 29, 2025 and December 30, 2024, respectively, and represent customer advances for work yet to be performed. The contract liabilities increased by $ 4,712 due to timing of customer billings and/or payments. Revenue recognized for the year ended December 29, 2025 from amounts recorded as contract liabilities as of December 30, 2024 was $ 106,638 . Disaggregated Revenue Revenue from products and services transferred to customers over time and at a point in time accounted for 96 % and 4 % , respectively, of the Company’s revenue in 2025, 2024, and 2023. Disaggregated revenue by principal end markets within reportable segments was as follows: For the Year Ended December 29, 2025 A&D Commercial RF&S Components Total (In thousands) End Markets (1) : Aerospace and Defense $ 1,281,536 $ — $ — $ 1,281,536 Automotive — 302,194 — 302,194 Data Center Computing — 682,374 1,019 683,393 Medical/Industrial/Instrumentation — 405,132 4,329 409,461 Networking — 195,151 34,610 229,761 Total $ 1,281,536 $ 1,584,851 $ 39,958 $ 2,906,345 For the Year Ended December 30, 2024 A&D Commercial RF&S Components Total (In thousands) End Markets (1) : Aerospace and Defense $ 1,130,781 $ — $ — $ 1,130,781 Automotive — 315,125 — 315,125 Data Center Computing — 500,798 619 501,417 Medical/Industrial/Instrumentation — 332,346 2,809 335,155 Networking — 126,565 33,710 160,275 Total $ 1,130,781 $ 1,274,834 $ 37,138 $ 2,442,753 62 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) For the Year Ended January 1, 2024 A&D Commercial RF&S Components Total (In thousands) End Markets (1) : Aerospace and Defense $ 1,030,491 $ — $ 18 $ 1,030,509 Automotive — 351,477 — 351,477 Data Center Computing — 313,378 51 313,429 Medical/Industrial/Instrumentation — 357,264 3,448 360,712 Networking — 141,436 35,004 176,440 Total $ 1,030,491 $ 1,163,555 $ 38,521 $ 2,232,567 (1) The end market revenue for the years ended December 30, 2024 and January 1, 2024 has been recast to reflect certain adjustments to allocations resulting from the segment reorganization that occurred during the quarter ended June 30, 2025. The end market revenue excludes intersegment sales totaling $ 11,893 , $ 10,220 , and $ 16,707 for the years ended December 29, 2025, December 30, 2024, and January 1, 2024, respectively. See Note 4, Segment Information , for further information. (3) Significant Customers and Concentration of Credit Risk Financial instruments that are potentially subject to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. The Company had cash and cash equivalents held by its foreign subsidiaries of $ 191,925 and $ 207,909 as of December 29, 2025 and December 30, 2024, respectively. The Company maintains its cash and cash equivalents with major financial institutions and such balances exceed Federal Deposit Insurance Corporation (FDIC) insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on cash and cash equivalents. In the normal course of business, the Company extends credit to its customers. Some customers to whom the Company extends credit are located outside the United States. The Company performs ongoing credit evaluations of customers, does not require collateral, and considers the credit risk profile of the entity from which the receivable is due in further evaluating collection risk. As of December 29, 2025, one customer accounted for 14 % of the Company's accounts receivable. There were no customers that accounted for 10 % or more of the Company's accounts receivable as of December 30, 2024. The Company’s customers include both OEMs and EMS companies. The Company’s OEM customers often direct a significant portion of their purchases through EMS companies. While the Company’s customers include both OEM and EMS providers, the Company measures customer concentration based on OEM companies, as they are the ultimate end customers. For the year ended December 29, 2025, two customers collectively accounted for approximately 23 % of the Company's net sales. For the years ended December 30, 2024 and January 1, 2024, one customer accounted for approximately 11 % and 13 % , respectively, of the Company's net sales. (4) Segment Information During the quarter ended June 30, 2025, in connection with the Company's change in organizational structure to enhance clarity in sector performance, accountability, and operating costs, the Company’s management finalized its assessment of the Company's operating segments and concluded that the Company now has three reportable segments: A&D, Commercial, and RF&S Components. In prior periods, the Company had two reportable segments: PCB and RF&S Components. As a result, certain prior period amounts have been reclassified to conform with this new presentation. The reportable segments shown below are the Company’s segments for which separate financial information is available and upon which operating results are evaluated by the CODM, who is the President and Chief Executive Officer , to assess performance and to allocate resources. The CODM uses segment operating income to allocate resources such as employees and capital resources for each segment during the Company’s annual budgeting and forecasting process. Total sales and operating profit by segment include intersegment sales which are generally recorded at cost-plus a specified fee or at a negotiated fixed price. Separate segment asset measures are not used as a basis for the CODM to evaluate the performance of or to allocate resources to the segments. 63 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) The A&D reportable segment consists of PCBs, value-added assemblies, microelectronics, RF/microwave components and assemblies, and integrated mission systems. These highly engineered electronics products include the manufacture and test of customer‑supplied designs as well as long-term contracts to design, develop, manufacture, and test new products. The products in the A&D reportable segment support surveillance, intelligence, communications, and other critical missions for customers in the aerospace and defense industry. The Commercial reportable segment consists of PCBs using customer-supplied engineering and design plans supporting customers in the automotive, medical, industrial, and instrumentation, networking, and data center computing end markets. The RF&S Components reportable segment consists of TTM designed RF components for commercial customers in the telecommunications, industrial, and instrumentation markets, as well as commercial off-the-shelf (COTS) components for certain aerospace and defense customers. Reconciliations of net sales and segment operating income were as follows: For the Year Ended December 29, 2025 A&D Commercial RF&S Components Eliminations Total (In thousands, except margin rates) Net sales $ 1,281,536 $ 1,584,851 $ 39,958 $ — $ 2,906,345 Intersegment sales 10,987 850 56 ( 11,893 ) — Segment sales $ 1,292,523 $ 1,585,701 $ 40,014 $ ( 11,893 ) $ 2,906,345 Net Sales Cost of Goods Sold Operating Expenses Operating Income Operating Margin A&D $ 1,292,523 $ ( 988,792 ) $ ( 119,918 ) $ 183,813 14.2 % Commercial 1,585,701 ( 1,271,779 ) ( 75,141 ) 238,781 15.1 RF&S Components 40,014 ( 19,640 ) ( 9,121 ) 11,253 28.1 Total segment 2,918,238 ( 2,280,211 ) ( 204,180 ) 433,847 14.9 Eliminations ( 11,893 ) — Unallocated amounts: Restructuring ( 2,847 ) Acquisition-related and other charges ( 15 ) Stock-based compensation ( 41,668 ) Other corporate expenses ( 87,736 ) Amortization of definite-lived intangibles ( 36,897 ) Consolidated $ 2,906,345 264,684 9.1 % Interest expense ( 45,334 ) Other, net ( 9,013 ) Income before income taxes $ 210,337 64 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) For the Year Ended December 30, 2024 A&D Commercial RF&S Components Eliminations Total (In thousands, except margin rates) Net sales $ 1,130,781 $ 1,274,834 $ 37,138 $ — $ 2,442,753 Intersegment sales 9,174 867 179 ( 10,220 ) — Segment sales $ 1,139,955 $ 1,275,701 $ 37,317 $ ( 10,220 ) $ 2,442,753 Net Sales Cost of Goods Sold Operating Expenses Operating Income Operating Margin A&D $ 1,139,955 $ ( 883,450 ) $ ( 114,705 ) $ 141,800 12.4 % Commercial 1,275,701 ( 1,029,647 ) ( 66,272 ) 179,782 14.1 RF&S Components 37,317 ( 19,139 ) ( 9,512 ) 8,666 23.2 Total segment 2,452,973 ( 1,932,236 ) ( 190,489 ) 330,248 13.5 Eliminations ( 10,220 ) — Unallocated amounts: Restructuring ( 11,200 ) Impairment of goodwill ( 32,600 ) Gain on sale of property, plant, and equipment 15,669 Acquisition-related and other charges ( 14,524 ) Stock-based compensation ( 29,780 ) Other corporate expenses ( 96,878 ) Amortization of definite-lived intangibles ( 44,892 ) Consolidated $ 2,442,753 116,043 4.8 % Interest expense ( 47,515 ) Other, net 15,421 Income before income taxes $ 83,949 For the Year Ended January 1, 2024 A&D Commercial RF&S Components Eliminations Total (In thousands, except margin rates) Net sales $ 1,030,491 $ 1,163,555 $ 38,521 $ — $ 2,232,567 Intersegment sales 15,492 1,117 98 ( 16,707 ) — Segment sales $ 1,045,983 $ 1,164,672 $ 38,619 $ ( 16,707 ) $ 2,232,567 Net Sales Cost of Goods Sold Operating Expenses Operating Income Operating Margin A&D $ 1,045,983 $ ( 847,452 ) $ ( 103,510 ) $ 95,021 9.1 % Commercial 1,164,672 ( 930,144 ) ( 63,149 ) 171,379 14.7 RF&S Components 38,619 ( 17,540 ) ( 10,124 ) 10,955 28.4 Total segment 2,249,274 ( 1,795,136 ) ( 176,783 ) 277,355 12.3 Eliminations ( 16,707 ) — Unallocated amounts: Restructuring ( 24,352 ) Impairment of goodwill ( 44,100 ) Gain on sale of property, plant, and equipment 195 Acquisition-related and other charges ( 4,529 ) Stock-based compensation ( 22,887 ) Other corporate expenses ( 77,790 ) Amortization of definite-lived intangibles ( 61,576 ) Consolidated $ 2,232,567 42,316 1.9 % Interest expense ( 48,124 ) Loss on extinguishment of debt ( 1,154 ) Gain on sale of subsidiary 1,270 Other, net 5,989 Income before income taxes $ 297 65 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) Amortization of definite-lived intangibles relates to the A&D, Commercial, and RF&S Components reportable segments, but is not reviewed separately by the CODM. For the years ended December 29, 2025, December 30, 2024, and January 1, 2024, amortization expense of $ 9,343 , $ 9,342 , and $ 12,292 , respectively, is included in cost of goods sold for the A&D reportable segment. For the year ended January 1, 2024, amortization expense of $ 609 is included in cost of goods sold for the RF&S Components reportable segment. Depreciation expense by reportable segment was as follows: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) A&D $ 33,770 $ 36,998 $ 42,587 Commercial 68,904 58,234 48,370 RF&S Components 1,765 1,693 1,833 Segment total 104,439 96,925 92,790 Corporate 5,835 8,308 6,365 Total $ 110,274 $ 105,233 $ 99,155 The Company markets and sells its products in approximately 60 countries. For the years ended December 29, 2025 and January 1, 2024, the Company did not conduct business in any country other than the United States in which its net sales in that country exceeded 10 % of the Company’s total net sales. For the year ended December 30, 2024 , in addition to the United States, net sales in Taiwan exceeded 10 % of the Company’s total net sales. Net sales are attributed to countries by the invoiced location and were as follows: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) United States $ 1,554,258 $ 1,232,288 $ 1,263,065 Taiwan 256,995 274,345 177,042 Other 1,095,092 936,120 792,460 Total net sales $ 2,906,345 $ 2,442,753 $ 2,232,567 Long-lived assets include property, plant, and equipment, goodwill, and definite-lived intangibles and were as follows: As of December 29, 2025 December 30, 2024 (In thousands) United States $ 876,099 $ 1,171,611 China 732,843 357,159 Other 226,825 203,141 Total $ 1,835,767 $ 1,731,911 66 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) (5) Composition of Certain Consolidated Financial Statement Captions As of December 29, 2025 December 30, 2024 (In thousands) Inventories: Raw materials $ 197,531 $ 178,066 Work-in-process 48,236 45,580 Finished goods 4,290 1,339 Inventories $ 250,057 $ 224,985 Property, plant, and equipment, net: Land and land use rights $ 72,342 $ 69,788 Buildings and improvements 634,785 515,773 Machinery and equipment 1,187,187 1,116,658 Furniture and fixtures and other 11,642 11,115 Construction-in-progress 101,945 75,502 Property, plant, and equipment, gross 2,007,901 1,788,836 Less: Accumulated depreciation ( 997,191 ) ( 918,879 ) Property, plant, and equipment, net $ 1,010,710 $ 869,957 Other current liabilities: Sales return and allowances $ 12,392 $ 10,777 Accrued facility operating costs 10,497 8,925 Operating leases 8,909 7,556 Interest 8,792 9,054 Housing fund 8,783 7,927 Income taxes payable 8,080 15,919 Warranty 7,855 7,685 Accrued professional fees 3,522 3,606 Other 37,420 48,525 Other current liabilities $ 106,250 $ 119,974 Other long-term liabilities: Deferred income taxes $ 46,334 $ 41,362 Customer deposits 23,465 28,390 Finance leases 15,829 11,985 Other 30,393 26,011 Other long-term liabilities $ 116,021 $ 107,748 67 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) (6) Goodwill and Definite-lived Intangibles Goodwill In connection with the Company’s assessment of its operating segments, effective during the quarter ended June 30, 2025, the Company determined that its operating segments were also its reporting units and reallocated its PCB goodwill between A&D and Commercial based on the estimated relative fair values of the reporting units. In connection with the reallocation of goodwill, management performed a goodwill impairment assessment for each segment and concluded no impairment indicators existed as of June 30, 2025. Goodwill by reportable segment was as follows: A&D Commercial RF&S Components Total (In thousands) As of December 29, 2025 and December 30, 2024 Goodwill $ 256,199 $ 382,636 $ 177,200 $ 816,035 Accumulated impairment losses — — ( 145,900 ) ( 145,900 ) Carrying amount $ 256,199 $ 382,636 $ 31,300 $ 670,135 In the fourth quarter of 2025, the Company performed its annual goodwill impairment test qualitatively and concluded that it was more likely than not that there was no impairment to goodwill. Definite-lived Intangibles The components of definite-lived intangibles were as follows: Gross Amount Accumulated Amortization Net Carrying Amount Weighted Average Amortization Period (In thousands) (In years) As of December 29, 2025 Customer relationships $ 323,500 $ ( 189,264 ) $ 134,236 11.8 Technology 66,650 ( 45,964 ) 20,686 8.2 Total $ 390,150 $ ( 235,228 ) $ 154,922 As of December 30, 2024 Customer relationships $ 323,500 $ ( 161,710 ) $ 161,790 11.8 Technology 66,650 ( 36,621 ) 30,029 8.2 Total $ 390,150 $ ( 198,331 ) $ 191,819 Amortization expense was $ 36,897 , $ 44,892 , and $ 61,576 for the years ended December 29, 2025, December 30, 2024, and January 1, 2024, respectively. For the years ended December 29, 2025, December 30, 2024, and January 1, 2024, $ 9,343 , $ 9,342 , and $ 12,901 , respectively, of amortization expense was included in cost of goods sold. In connection with the finalization of acquired identifiable intangible asset valuation during the second quarter of 2023 related to the Company's acquisition in 2022 of Telephonics, the Company recorded amortization expense of $ 24,877 related to the acquired identifiable intangible assets during the year ended January 1, 2024. For the year ended January 1, 2024, $ 8,850 of amortization expense related to the acquired identifiable intangible assets was included in cost of goods sold. Estimated aggregate amortization for definite-lived intangible assets for the next five years and thereafter is as follows: (In thousands) 2026 $ 36,897 2027 34,543 2028 30,997 2029 22,355 2030 18,178 Thereafter 11,952 Total $ 154,922 68 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) (7) Long-term Debt and Letters of Credit Long-term debt was as follows: As of December 29, 2025 As of December 30, 2024 Interest Rate Principal Outstanding Interest Rate Principal Outstanding (In thousands, except interest rates) Senior Notes due March 2029 4.00 % $ 500,000 4.00 % $ 500,000 Term Loan due May 2030 5.97 342,169 6.59 345,634 Asia ABL Revolving Loan due June 2028 5.02 80,000 5.64 80,000 Other 5.99 1,981 5.99 2,311 Total debt 924,150 927,945 Less: Unamortized debt issuance costs ( 5,617 ) ( 6,951 ) Less: Unamortized debt discount ( 2,382 ) ( 2,840 ) Subtotal 916,151 918,154 Less: Current maturities ( 3,815 ) ( 3,795 ) Long-term debt, less current maturities $ 912,336 $ 914,359 The fiscal calendar maturities of debt for the next five years are as follows: (In thousands) 2026 $ 3,815 2027 4,735 2028 83,828 2029 503,018 2030 328,754 Total $ 924,150 Senior Notes due 2029 On March 10, 2021, the Company issued $ 500,000 of Senior Notes due 2029, which are included in long-term debt and bear interest at a rate of 4.0 % per annum. Interest is payable semiannually in arrears on March 1 and September 1 of each year beginning September 1, 2021. The Senior Notes due 2029 will mature on March 1, 2029 . The Senior Notes due 2029 are irrevocably and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company’s existing and future domestic subsidiaries, subject to certain exceptions. The Senior Notes due 2029 and related guarantees are senior unsecured obligations of, respectively, the Company and applicable subsidiary guarantors. Term Loan Facility On August 1, 2024, the Company entered into the Term Loan Facility, by and among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the several lenders from time to time parties thereto, pursuant to which the Company closed its $ 346,500 senior secured term loan that bears interest at a floating rate of 1-month CME SOFR plus an applicable margin of 2.25 %. The Term Loan Facility is issued at par and matures on May 30, 2030, and the majority is a cashless rollover from the previous term loan facility. This Term Loan Facility had an outstanding balance of $ 342,169 as of December 29, 2025, of which $ 3,465 is included in short-term debt and $ 338,704 is included in long-term debt. The Term Loan Facility was issued with a 1.0 % original issue discount. There is no provision, other than an event of default, for the interest margin to increase. The Company is required to make quarterly principal repayments in an aggregate annual amount equal to 1% of the $ 346,500 aggregate principal amount of the Term Loan Facility. Such principal repayment is payable quarterly on January 1, April 1, July 1, and October 1 and ending with the last such day to occur prior to May 30, 2030. The remaining principal under the Term Loan Facility is scheduled to mature on May 30, 2030. In addition, the Term Loan Facility permits the Company to add one or more senior secured incremental term loan facilities to the Term Loan Facility subject to the satisfaction of certain conditions. The obligations under the Term Loan Facility are unconditionally guaranteed by the Guarantors. The Term Loan Facility is secured by (i) a perfected first priority security interest in substantially all of the assets of the Company and the Guarantors (other than the U.S. ABL Priority Collateral), including all of the total outstanding voting capital stock held by the Company and the Guarantors (subject to a limitation of 65 % on pledges of such capital stock of certain foreign subsidiaries and domestic holding companies of 69 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) foreign subsidiaries) and (ii) a perfected second priority interest in all of the U.S. ABL Priority Collateral. The Term Loan Facility is structurally senior to the Company’s Senior Notes due 2029. Based on certain parameters defined in the Term Loan Facility, including a Secured Leverage Ratio, the Company may be required to make an additional principal payment on an annual basis if its Secured Leverage Ratio is greater than 2.0 . Borrowings under the Term Loan Facility are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and share payments. Asset-Based Lending Agreements The U.S. ABL is comprised of a revolving credit facility for up to $ 150,000 and a sublimit for letter of credit for up to $ 50,000 , provided that at no time may amounts outstanding under the agreement exceed in the aggregate $ 150,000 or the applicable borrowing base, which is the sum of (i) a percentage of the principal amount of “Eligible Accounts”, plus (ii) a percentage of the net orderly liquidation value of (x) “Eligible Inventory”, minus (y) “Inventory Reserves” applicable thereto, minus (iii) “Reserves”, each as defined in the U.S. ABL agreement. Borrowings under the U.S. ABL bear interest at a floating rate of Term SOFR plus a margin ranging from 1.25 % to 1.50 % . The applicable margin can vary based on the remaining availability of the facility, from 1.25 % to 1.50 % for Term SOFR-based loans and from 0.25 % to 0.50 % for JPMorgan Chase Bank’s prime rate-based loans. Other than availability and an event of default, there are no other provisions for the interest margin to increase. The U.S. ABL is scheduled to mature on May 30, 2028 . The Guarantors have also fully guaranteed the full and timely payment of all obligations in respect of the U.S. ABL. Loans made under the U.S. ABL are secured by U.S. ABL Priority Collateral as well as by a perfected second priority interest in all of the collateral securing the Term Loan Facility. The Asia ABL is comprised of a revolving credit facility for up to $ 150,000 and a sublimit for letter of credit for up to $ 100,000 , provided that at no time may amounts outstanding under the agreement exceed in aggregate $ 150,000 or the applicable borrowing base, which is a percentage of the principal amount of Eligible Accounts, as defined in the Asia ABL agreement. Borrowings under the Asia ABL bear interest at a floating rate of Term SOFR plus 1.30 % . There is no provision, other than an event of default, for the interest margin to increase. As of December 29, 2025, the interest rate on the outstanding borrowings under the Asia ABL was 5.02 % . As of December 29, 2025, $ 80,000 under the Asia ABL was outstanding and classified as long-term debt, which is consistent with its maturity date. The Asia ABL is scheduled to mature on June 13, 2028 . Loans made under the Asia ABL are secured by a portion of the Company’s Asia Pacific cash and receivables and are structurally senior to the Company’s domestic obligations, including the Senior Notes due 2029. As of December 29, 2025, letters of credit in the amount of $ 6,628 were outstanding under the U.S. ABL and $ 17,540 were outstanding under the Asia ABL with various maturities through February 2027. Available borrowing capacity under the U.S. ABL and the Asia ABL was $ 143,372 and $ 52,460 respectively, which considers letters of credit outstanding as of December 29, 2025. The Company is required to pay a commitment fee of 0.25 % per annum on any unused portion of the ABL Revolving Loans. The Company incurred total commitment fees related to unused borrowing availability of $ 504 , $ 476 , and $ 620 for the years ended December 29, 2025, December 30, 2024, and January 1, 2024, respectively. Under the occurrence of certain events, the ABL Revolving Loans are subject to various financial covenants, including leverage and fixed charge coverage ratios. Debt Issuance Costs and Debt Discount Remaining unamortized debt issuance costs and debt discount were as follows: As of December 29, 2025 As of December 30, 2024 Debt Issuance Costs Debt Discount Effective Interest Rate Debt Issuance Costs Debt Discount Effective Interest Rate (In thousands, except interest rates) Senior Notes due March 2029 $ 2,608 $ — 4.18 % $ 3,362 $ — 4.18 % Term Loan due May 2030 3,009 2,382 8.01 3,589 2,840 8.01 Total $ 5,617 $ 2,382 $ 6,951 $ 2,840 The above debt issuance costs and debt discount are recorded as a reduction of the debt and are amortized into interest expense using an effective interest rate over the duration of the debt. Remaining unamortized debt issuance costs for the ABL Revolving Loans of $ 874 and $ 1,239 as of December 29, 2025 and December 30, 2024, respectively, are included in deposits and other non-current assets and are amortized to interest expense over the duration of the ABL Revolving Loans using the straight-line method of amortization. 70 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) As of December 29, 2025, the remaining weighted average amortization period for all unamortized debt issuance costs and debt discount was 3.9 years. Debt Covenants As of December 29, 2025, the Company was in compliance with the financial covenants under the Senior Notes due 2029, Term Loan Facility, and ABL Revolving Loans. Loss on Extinguishment of Debt During the year ended January 1, 2024, the Company recognized loss on extinguishment of debt of $ 1,154 , primarily associated with the write-off of the remaining unamortized debt issuance costs and debt discount as a result of the repayment of the remaining outstanding balance of the previous Term Loan Facility that was due to mature September 2024. (8) Income Taxes The components of income before income taxes from continuing operations were as follows: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) United States $ 62,677 $ ( 36,745 ) $ ( 105,101 ) Foreign 147,660 120,694 105,398 Income before income taxes $ 210,337 $ 83,949 $ 297 The components of income tax provision from continuing operations were as follows: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) Current (provision) benefit: Federal $ ( 3,235 ) $ ( 2,984 ) $ 445 State ( 2,900 ) ( 2,958 ) ( 1,592 ) Foreign ( 22,964 ) ( 22,934 ) ( 29,094 ) Total current ( 29,099 ) ( 28,876 ) ( 30,241 ) Deferred (provision) benefit: Federal ( 1,664 ) 340 1,321 State ( 216 ) 85 271 Foreign ( 1,910 ) 801 9,634 Total deferred ( 3,790 ) 1,226 11,226 Total income tax (provision) benefit: Federal ( 4,899 ) ( 2,644 ) 1,766 State ( 3,116 ) ( 2,873 ) ( 1,321 ) Foreign ( 24,874 ) ( 22,133 ) ( 19,460 ) Income tax provision $ ( 32,889 ) $ ( 27,650 ) $ ( 19,015 ) 71 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) The reconciliation of the provision for income taxes at the statutory federal income tax rate compared to the Company’s provision for income taxes was as follows: For the Year Ended December 29, 2025 Amount Rate (In thousands, except rates) U.S. federal statutory income tax $ ( 44,171 ) 21.0 % Domestic federal tax effects: Tax credits Research credits 4,696 ( 2.2 ) Foreign tax credits 11,681 ( 5.6 ) Nontaxable and nondeductible items IRC section 162(m) limitation ( 4,355 ) 2.1 Other 421 ( 0.2 ) Cross-border tax laws Global intangible low-taxed income ( 30,760 ) 14.6 Foreign derived intangible income 16,916 ( 8.0 ) Excess tax benefits on share-based payments 5,355 ( 2.5 ) Change in valuation allowance 5,983 ( 2.8 ) Domestic state and local income taxes, net of federal effect ( 3,116 ) 1.5 Foreign tax effects: China Super research and development expenditure 3,482 ( 1.7 ) Tax settlement ( 3,221 ) 1.5 Other 681 ( 0.3 ) Hong Kong Statutory income tax rate differential 4,123 ( 2.0 ) Other ( 450 ) 0.2 Other foreign jurisdictions 1,177 ( 0.6 ) Worldwide changes in unrecognized tax benefits ( 1,331 ) 0.6 Total income tax provision $ ( 32,889 ) 15.6 % For the Year Ended December 30, 2024 January 1, 2024 (In thousands) Statutory federal income tax provision $ ( 17,629 ) $ ( 62 ) State income taxes, net of federal benefit and state tax credits ( 672 ) ( 1,875 ) IRC section 162(m) limitation ( 1,467 ) ( 2,121 ) Stock options 453 ( 651 ) Global intangible low-taxed income ( 7,435 ) ( 12,639 ) Foreign tax credits 10,131 14,916 Permanently reinvested earnings assertion ( 2,634 ) ( 3,934 ) Foreign tax differential on foreign earnings and other permanent items 6,928 3,788 Change in valuation allowance ( 13,650 ) ( 13,460 ) Uncertain tax positions — 957 Federal research and development credits 6,052 4,665 Goodwill impairment ( 6,846 ) ( 9,261 ) Other ( 881 ) 662 Income tax provision $ ( 27,650 ) $ ( 19,015 ) 72 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) As of December 29, 2025, the majority of the Company's domestic state income taxes were attributed to the following states: $ 1,332 in Maryland and $ 497 in Massachusetts. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the net deferred income tax assets (liabilities) were as follows: As of December 29, 2025 December 30, 2024 (In thousands) Deferred income tax assets: Net operating loss carryforwards $ 28,843 $ 29,974 Reserves and accruals 59,071 57,453 Interest expense limitation — 41 Tax credit carryforwards 30,334 33,559 Stock-based compensation 8,038 6,591 Property, plant, and equipment 3,515 3,748 Intangible and capitalized research expenditure amortization 1,909 7,601 Operating lease liabilities 22,913 — Other deferred income tax assets 1,822 880 156,445 139,847 Less: Valuation allowance ( 85,963 ) ( 95,373 ) 70,482 44,474 Deferred income tax liabilities: Debt discount and issuance cost ( 1,123 ) ( 1,582 ) Repatriation of foreign earnings ( 6,196 ) ( 4,961 ) Property, plant, and equipment basis differences ( 85,275 ) ( 74,632 ) Goodwill and intangible amortization ( 1,458 ) ( 1,358 ) Unrealized gain on cash flow hedge ( 527 ) ( 1,895 ) Operating lease right-of-use assets ( 19,342 ) — Other deferred income tax liabilities ( 329 ) ( 465 ) Net deferred income tax liabilities (included in other long-term liabilities and deposits and other non-current assets) $ ( 43,768 ) $ ( 40,419 ) As of December 29, 2025, the Company had the following NOLs carryforwards: $ 68,667 in the U.S. for federal, $ 19,054 in various U.S. states, $ 8,805 in China, $ 22,796 in Hong Kong, and $ 33,156 in Malaysia. The U.S. federal NOLs expire in 2029 through 2032 , the various U.S. states’ NOLs expire in 2026 through 2045 , the China NOLs expire in 2031 through 2035 , and the Hong Kong and Malaysia NOLs carryforward indefinitely. Further, the Company’s tax credits were approximately $ 41,153 , of which $ 4,883 carryforward indefinitely. In connection with the Company’s acquisition of Viasystems Group, Inc. during 2015, there was more than a 50 % change in ownership under Section 382 of the Internal Revenue Code of 1986, as amended, and regulations issued thereunder. As a consequence, the utilization of the remaining Viasystems Group, Inc. U.S. NOLs is limited to approximately $ 9,826 per year and total $ 68,667 . As of December 29, 2025, the Company expects its earnings attributable to foreign subsidiaries will not be indefinitely reinvested, except for certain subsidiaries, and the Company established a deferred tax liability of $ 4,682 and $ 1,514 for the foreign and U.S. federal/state impact, respectively. For those other companies with earnings currently being reinvested outside of the U.S., the undistributed earnings amounted to $ 60,769 , and the unrecognized deferred tax liability related to these undistributed earnings was $ 2,687 . A valuation allowance is provided when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. The Company established a valuation allowance on its U.S. net deferred tax assets in the current year mainly due to cumulative book losses in the U.S. In addition, certain subsidiaries in various tax jurisdictions continue to have NOL carryforwards, which the Company has determined are not more likely than not to be utilized. As a result, a full valuation allowance has been recorded for these subsidiaries as of December 29, 2025. For the remaining net deferred income tax assets, management has determined that it is more likely than not that the results of future operations will generate sufficient income to realize the net deferred tax assets. 73 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) A summary of the activity in the Company’s valuation allowance was as follows: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) Balance at beginning of year $ 95,373 $ 81,779 $ 67,173 (Reduction) addition charged to expense ( 2,937 ) 13,743 13,811 Addition related to acquisition — — 1,187 Reduction related to tax law changes ( 5,983 ) — — Reduction related to other comprehensive income ( 530 ) — — Other addition (reduction) charged to expense 40 ( 149 ) ( 392 ) Balance at end of year $ 85,963 $ 95,373 $ 81,779 Certain entities within China qualified for the HNTE status enabling those entities to utilize certain benefits, which were effective for the years ended December 29, 2025, December 30, 2024, and January 1, 2024 . The HNTE status as well as enhanced R&D deductions decreased Chinese taxes. The HNTE and R&D benefit and effect on earnings per share were as follows: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands, except per share data) HNTE and R&D benefit $ 5,792 $ 5,187 $ 6,056 Basic shares 102,598 101,781 102,744 Diluted shares 105,453 104,098 102,744 Increase on earnings per share: Basic $ 0.06 $ 0.05 $ 0.06 Diluted 0.05 0.05 0.06 The HNTE status expired for certain subsidiaries in 2025, but the Company expects to continue to file for renewal of such HNTE status for the foreseeable future. The Company operates under a tax incentive approved by MIDA, which provides for a 0 % tax rate for three consecutive five-year periods (totaling 15 years), subject to the satisfaction of specific operational requirements. For the year ended December 29, 2025, the Company concluded that it did not meet certain conditions required to maintain the incentive and recorded tax at the statutory tax rate of 24 %. The Company is currently in the process of applying to MIDA for a revision of incentive criteria; however, there is no assurance that such revision will be approved. A reconciliation of unrecognized tax benefits, exclusive of accrued interest and penalties, was as follows: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) Balance at beginning of year $ 10,639 $ 10,363 $ 9,778 Additions based on tax positions related to the current year 1,125 1,220 934 Additions for tax positions of prior years 977 — 13 Reductions for tax positions of prior years — ( 3 ) — Lapse of statute of limitations ( 337 ) ( 941 ) ( 362 ) Balance at end of year $ 12,404 $ 10,639 $ 10,363 During the year ended December 29, 2025, the Company increased uncertain tax positions by $ 1,765 due to U.S. R&D credit generation, prior year international tax matters, and U.S. foreign sourced income deductions, offset by the release of uncertain tax positions due to the statute of limitations expiration. As of December 29, 2025 and December 30, 2024, the Company recorded unrecognized tax expense of $ 1,261 and $ 446 , respectively, as well as interest and penalties of $ 63 and $ 475 , respectively, to other current liabilities and other long-term liabilities. Additionally, the Company recorded unrecognized tax expenses of $ 11,143 and $ 10,193 against certain deferred tax assets as of December 29, 2025 and December 30, 2024, respectively. 74 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) As of December 29, 2025 , the Company is open for (1) U.S. federal income tax examination for the tax periods from 2022 to 2025 and NOL and credit carryforwards are subject to adjustment for three years post utilization; (2) state and local income tax examination for tax years from 2020 to 2025 and NOL and credit carryforwards are subject to adjustment for four years post utilization; and (3) foreign income tax examinations generally for tax years from 2015 to 2025 . A summary of the Company's income taxes paid, net of refunds was as follows: For the Year Ended December 29, 2025 (In thousands) U.S. federal $ 3,460 U.S. state and local 4,258 Foreign: China 4,209 Hong Kong 23,668 Other 1,842 Total foreign 29,719 Total income taxes paid, net of refunds $ 37,437 (9) Earnings Per Share, Share Repurchase Program, Preferred Stock, and Accumulated Other Comprehensi ve Loss Earnings (Loss) Per Share The reconciliation of the numerator and denominator used to calculate ba sic earnings (loss) per share and diluted earnings (loss) per share is as follows: For the Year Ended December 29, 2025 December 30, 2024 January 1, 2024 (In thousands, except per share amounts) Net income (loss) $ 177,448 $ 56,299 $ ( 18,718 ) Basic weighted average shares 102,598 101,781 102,744 Dilutive effect of PRUs, RSUs, and stock options 2,855 2,317 — Diluted shares 105,453 104,098 102,744 Earnings (loss) per share: Basic earnings (loss) per share $ 1.73 $ 0.55 $ ( 0.18 ) Diluted earnings (loss) per share 1.68 0.54 ( 0.18 ) For the years ended December 29, 2025 and December 30, 2024, PRUs and RSUs to purchase 167 shares of common stock and PRUs, RSUs, and stock options to purchase 158 shares of common stock, respectively, were not included in the computation of diluted earnings per share. The PRUs were not included in the computation of diluted earnings per share because the performance conditions had not been met, and for the RSUs and stock options, the options’ exercise prices or the total expected proceeds under the treasury stock method were greater than the average market price of common stock during the applicable year and, as a result, the impact would be anti-dilutive. For the year ended January 1, 2024, potential shares of common stock, consisting of stock options to purchase 60 shares of common stock at exercise prices ranging from $ 11.83 to $ 16.60 per share, 3,527 RSUs, and 668 PRUs were not included in the computation of diluted earnings per share because the Company incurred a net loss and as a result, the impact would be anti-dilutive. Share Repurchase Program On May 8, 2025, the Company's Board of Directors authorized the 2025 Repurchase Program , under which the Company may repurchase up to $ 100,000 in value of the Company’s outstanding shares of common stock from time to time through May 7, 2027 . The Company’s previous two-year repurchase program expired on May 3, 2025 . The Company may repurchase shares through open market purchases, privately‑negotiated transactions, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act, which sets certain restrictions on the method, timing, price, and volume of open market stock repurchases. In addition, the Company adopted one trading plan in accordance with Rule 10b5-1 of the Exchange Act to facilitate certain purchases that may be effected under the share repurchase program. The timing, manner, price, and amount of any repurchases will be determined 75 TTM TECHNOLOGIES, INC. Notes to Consolidated Financial Statements — (Continued) at the Company’s discretion, and the share repurchase program may be suspended, terminated, or modified at any time for any reason. The repurchase program does not obligate the Company to acquire any specific number of shares. During the year ended December 29, 2025, the Company repurchased 700 shares of common stock for a total cost of $ 17,875 (including commissions) under the Company’s previous repurchase program. As of December 29, 2025, the remaining amount in value available to be repurchased under the 2025 Repurchase Program was $ 100,000 . Preferred Stock Authorized preferred stock may be issued with designation s, rights, privileges, powers, and preferences designated by the Board of Directors. There were no shares of preferred stock issued or outstanding in 2025, 2024, or 2023. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax were as follows: As of December 29, 2025 December 30, 2024 January 1, 2024 (In thousands) Foreign currency translation $ ( 33,374 ) $ ( 33,757 ) $ ( 32,860 ) Pension obligation 2,891 3,612 2,530 Cash flow hedges ( 447 ) 2,263 1,263 Total $ ( 30,930 ) $ ( 27,882 ) $ ( 29,067 ) (10) Fair Value Measures The carrying amount and estimated fair value of the Company’s financial instruments were as follows: As of December 29, 2025 As of December 30, 2024 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) Derivative assets, current $ 5,212 $ 5,212 $ 1,765 $ 1,765 Derivative assets, non-current — — 1,326 1,326 Derivative liabilities, current 31 31 667 667 Derivative liabilities, non-current 382 382 — — Senior Notes due March 2029 497,392 488,325 496,638 464,325 Term Loan due May 2030 336,778 345,806 339,205 346,930 ABL Revolving Loans 80,000 80,000 80,000 80,000 Other loan 1,981 1,981 2,311 2,311 The fair value of the derivative instruments was determined using pricing models developed based on the 1-month CME Term SOFR swap rate, foreign currency exchange rates, and other observable market data, including quoted market prices, as appropriate using Level 2 inputs. The values were adjusted to reflect non-performance risk of both the counterparty and the Company, as necessary. The fair value of the long-term debt was estimated based on quoted market prices, where available, as of December 29, 2025 and December 30, 2024, which are considered Level 2 inputs. The fair value of plan assets in the defined benefit plan of $ 23,229 and $ 23,297 as of December 29, 2025 and December 30, 2024, respectively, was not included in the table above and was estimated based on quoted market prices of the securities that are actively traded and price quotes that are readily available, which are considered Level 1 inputs. As of December 29, 2025 and December 30, 2024, the Company’s other financial instruments included cash and cash equivalents, accounts receivable, contract assets, accounts payable, and contract liabilities. The carrying amount of these instruments approximates fair value. As of December 30, 2024, the Company’s goodwill balance related to its RF&S Components reporting unit of $ 31,300 was measured at fair value on a nonrecurring basis. The Company recorded a non-cash goodwill impairment charge of $ 32,600 related to its RF&S Components reporting unit during the year ended December 30, 2024. The fair value of goodwill was determined using both a DCF and a market approach, which are considered Level 3 inputs. The Company used a risk adjusted discount rate of 12 % t o discount the expected future cash flows in 2024. 76