Garmin 10-Q 2025-09-27

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 27, 2025

or

For the transition period from to

Commission file number 001-41118

GARMIN LTD**.**

(Exact name of Company as specified in its charter)

Company’s telephone number, including area code: +41 52 630 1600

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

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ NO ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES ☐ NO ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☑

Number of shares outstanding of the registrant’s common shares as of October 24, 2025

Registered Shares, $0.10 par value: 192,334,806 (excluding treasury shares)

Garmin Ltd.

Form 10-Q

Quarter Ended September 27, 2025

Table of Contents

i

Part I - Financial Information

Item I - Condensed Consolidated Financial Statements

Garmin Ltd. and Subsidiaries

Condensed Consolidated State****ments of Income (Unaudited)

(In thousands, except per share information)

Showing the first 8K of 66K characters. Open the full section

The discussion set forth below, as well as other portions of this Quarterly Report on Form 10-Q, contain statements concerning potential future events. Such forward-looking statements are based upon assumptions by management, as of the date of this Quarterly Report on Form 10-Q, including assumptions about risks and uncertainties faced by the Company. Readers can identify these forward-looking statements by their use of such words as "future", "expects", "anticipates", "believes", “estimates”, “would”, “could”, “can”, “may,” or other similar words or other comparable terms. If any of the Company’s assumptions prove incorrect or should unanticipated circumstances arise, actual results could materially differ from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified in Part II, Item 1A of this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statement concerning the Company. These forward-looking statements are made as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements in this Quarterly Report on Form 10-Q to reflect future events or developments, except as required by law.

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024. Unless the context otherwise requires, references in this document to "we", "us", "our", the "Company" and similar terms refer to Garmin Ltd. and its subsidiaries.

Unless otherwise indicated, amounts set forth in the discussion below are in thousands.

Company Overview

The Company is a leading worldwide provider of wireless devices, many of which feature location technology such as Global Positioning System (GPS), and applications that are designed for people who live an active lifestyle. We are organized in the five operating segments of fitness, outdoor, aviation, marine, and auto OEM, which represent the primary markets served by the Company. We design, develop, manufacture, market, and distribute a diverse family of GPS-enabled products and other navigation, communications, sensor-based and information products for these markets, as well as products installed by original equipment manufacturers (OEMs) and for aftermarket applications. Our products are sold through a variety of indirect distribution channels, including a large worldwide network of independent retailers, dealers, distributors, installation and repair shops, and OEMs. We also sell our products and services directly through our online webshop (garmin.com), subscriptions for connected services, and our own retail stores.

Business Environment Update

Global economic and geopolitical conditions impact our operations and financial results, although we believe our vertically integrated and diversified business model enables us to be resilient and flexible in a dynamic business environment. Foreign currency fluctuations and rapidly changing global trade policies, particularly those affecting the United States, increase the economic and operational uncertainties that could significantly harm our business and results of operations. Refer to Part II, Item 1A, “Risk Factors” of this Quarterly Report for further discussion of the risks and uncertainties facing our Company.

Results of Operations

The following tables and discussion provides an analysis of our results of operations for the third quarter of 2025 compared to the third quarter of 2024.

Comparison of 13-Weeks Ended September 27, 2025 and September 28, 2024

Net Sales

Net sales increased 12% for the 13-week period ended September 27, 2025 when compared to the year-ago quarter. Total unit sales in the third quarter of 2025 increased by approximately 8% to 4,982 when compared to total unit sales of 4,620 in the third quarter of 2024, which differs from the percent increase in revenue primarily due to shifts in segment and product mix. Fitness was the largest portion of our revenue mix in the third quarter of 2025 at 34%, while outdoor was the largest portion of our revenue mix in the third quarter of 2024 at 33%.

The increase in fitness revenue was driven by strong demand for advanced wearables. The increase in aviation revenue was driven by sales growth in OEM and aftermarket product categories. The increase in marine revenue was driven by sales growth across multiple product categories. Outdoor revenue decreased primarily due to consumer auto and adventure watch product categories comparing against strong prior year product launch cycles. Auto OEM revenue decreased as certain legacy programs approach end-of-life and were partially offset by growth in a recent domain controller program.

Gross Profit

Gross profit dollars in the third quarter of 2025 increased 10%, primarily due to the increase in net sales when compared to the year-ago quarter, as described above. Consolidated gross margin as a percent of net sales decreased 90 basis points when compared to the year-ago quarter, primarily due to higher product costs.

Gross margin percentage remained relatively flat within the fitness, aviation, and marine segments when compared to the year-ago quarter. The outdoor gross margin percentage decrease of 190 basis points was primarily attributable to higher product costs. The auto OEM gross margin percentage decrease of 440 basis points was primarily attributable to an increase in accrued warranty costs associated with prior period sales.

Operating Expense

Total operating expense in the third quarter of 2025 increased 15% in absolute dollars and was relatively flat as a percent of revenue when compared to the year-ago quarter. Operating expense, as a percent of segment net sales, decreased in the fitness, aviation, and marine segments by 110 basis points, 380 basis points, and 100 basis points, respectively, when compared to the year-ago quarter due to increased sales and greater leverage of expenses. Operating expense, as a percent of segment net sales, increased in the outdoor and auto OEM segments by 370 basis points and 490 basis points, respectively, when compared to the year-ago quarter due to decreased sales while expenses increased.

Research and development expense increased 15% in absolute dollars when compared to the year-ago quarter. The absolute dollar expense increase was primarily due to higher engineering personnel-related expenses.

Selling, general and administrative expenses increased 14% in absolute dollars when compared to the year-ago quarter. The absolute dollar expense increase was primarily due to higher personnel-related expenses.

Operating Income

NM - Represents that the percentage change is not meaningful.

Total operating income in the third quarter of 2025 increased 4% in absolute dollars and decreased 180 basis points as a percent of revenue when compared to the year-ago quarter. The improved operating income dollar performance in fitness, aviation, and marine was partially offset by decreases in outdoor and auto OEM.

Other Income (Expense)

The average interest rate return on cash and investments during the third quarter of 2025 was 3.3%, and remained relatively flat compared to 3.3% during the same quarter of 2024.

Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.

The $20.3 million currency gain recognized in the third quarter of 2025 was primarily due to the U.S. Dollar strengthening against the Taiwan Dollar, partially offset by the U.S. Dollar strengthening against the Euro, Polish Zloty, and British Pound Sterling, within the 13-week period ended September 27, 2025. During this period, the U.S. Dollar strengthened 4.5% against the Taiwan Dollar, resulting in a gain of $26.5 million, while the U.S. Dollar strengthened 0.2% against the Euro, 1.0% against the Polish Zloty, and 2.3% against the British Pound Sterling, resulting in losses of $2.6 million, $2.2 million, and $1.6 million, respectively. The remaining net currency gain of $0.2 million was related to the impacts of other currencies, each of which was individually immaterial.

The $18.1 million currency gain recognized in the third quarter of 2024 was primarily due to the U.S. Dollar weakening against the British Pound Sterling, Euro, and Polish Zloty, partially offset by the U.S. Dollar weakening against the Taiwan Dollar, within the 13-week period ended September 28, 2024. During this period, the U.S. Dollar weakened 3.7% against the British Pound Sterling, 4.2% against the Euro, and 5.3% against the Polish Zloty, resulting in gains of $3.2 million, $8.9 million, and $9.3 million, respectively, while the U.S. Dollar weakened 2.9% against the Taiwan Dollar, resulting in a loss of $10.4 million. The remaining net currency gain of $7.1 million was related to the impacts of other currencies, each of which was individually immaterial.

Income Tax Provision

The Company recorded income tax expense of $108.2 million in the 13-week period ended September 27, 2025, compared to income tax expense of $87.1 million in the 13-week period ended September 28, 2024. The effective tax rate was 21.2% in the third quarter of 2025, compared to 17.9% in the third quarter of 2024. The increase in the effective tax rate in the current quarter was primarily driven by the U.S. tax legislation enacted during the current quarter, which, among other things, changed capitalization requirements of certain research and development costs, resulting in a year-to-date adjustment due to a decrease in certain expected U.S. tax deductions and credits.

Net Income

As a result of the above, net income for the 13-week period ended September 27, 2025 was $401.6 million compared to $399.1 million for the 13-week period ended September 28, 2024, an increase of $2.5 million.

Comparison of 39-Weeks Ended September 27, 2025 and September 28, 2024

Net Sales

Net sales increased 14% for the 39-week period ended September 27, 2025 when compared to the year-ago period. Total unit sales in the first three quarters of 2025 increased by approximately 10% to 14,547 when compared to total unit sales of 13,165 in the first three quarters of 2024, which differs from the percent increase in revenue primarily due to shifts in segment and product mix. Fitness was the largest portion of our revenue mix in the first three quarters of 2025 at 31%, while outdoor was the largest portion of our revenue mix in the first three quarters of 2024 at 30%.

The increase in fitness revenue was driven by strong demand for advanced wearables. Outdoor revenue increased primarily due to growth in adventure watches. The increase in aviation revenue was driven by sales growth in OEM and aftermarket product categories. The increase in marine revenue was driven by sales growth across multiple product categories, led by chartplotters. Auto OEM revenue increased primarily due to growth in domain controllers.

Gross Profit

Gross profit dollars in the first three quarters of 2025 increased 15%, primarily due to the increase in net sales when compared to the year-ago period, as described above. Consolidated gross margin as a percent of net sales was relatively flat when compared to the year-ago period.

The marine gross margin percentage increase of 140 basis points was primarily attributable to favorable product mix. The fitness, outdoor, and aviation gross margin percentages were relatively flat when compared to the year-ago period. The auto OEM gross margin percentage decrease of 150 basis points was primarily attributable to an increase in accrued warranty costs associated with prior period sales.

Operating Expense

Total operating expense in the first three quarters of 2025 increased 13% in absolute dollars and was relatively flat as a percent of revenue when compared to the year-ago period. Operating expense, as a percent of segment net sales, decreased in the fitness, aviation, and auto OEM segments when compared to the year-ago period by 230 basis points, 110 basis points, and 110 basis points, respectively, due to the increase in sales and greater leverage of expenses. Operating expense, as a percent of segment net sales, increased in the outdoor and marine segments by 110 basis points and 140 basis points, respectively, when compared to the year-ago period due to expenses growing more than sales.

Research and development expense increased 13% in absolute dollars when compared to the year-ago period. The absolute dollar expense increase was primarily due to higher engineering personnel-related expenses.

Selling, general and administrative expense increased 13% in absolute dollars when compared to the year-ago period. The absolute dollar expense increase was primarily due to higher personnel-related expenses.

Operating Income

NM - Represents that the percentage change is not meaningful.

Total operating income in the first three quarters of 2025 increased 17% in absolute dollars and was relatively flat as a percent of revenue when compared to the year-ago period. The improved operating income dollar performance in fitness, outdoor, aviation, and marine was partially offset by a decrease in auto OEM.

Other Income (Expense)

The average interest returns on cash and investments during the 39-week periods ended September 27, 2025 and September 28, 2024 were 3.2% and 3.3%, respectively.

Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.

The $21.6 million currency gain recognized in the 39-week period ended September 27, 2025 was primarily due to the U.S. Dollar weakening against the Euro and British Pound Sterling, partially offset by the U.S. Dollar weakening against the Taiwan Dollar, within the 39-week period ended September 27, 2025. During this period, the U.S. Dollar weakened 12.2% against the Euro and 6.5% against the British Pound Sterling, resulting in gains of $46.5 million and $2.9 million, respectively, while the U.S. Dollar weakened 7.8% against the Taiwan Dollar, resulting in a loss of $35.1 million. The remaining net currency gain of $7.3 million was related to the impacts of other currencies, each of which was individually immaterial.

The $15.6 million currency gain recognized in the 39-week period ended September 28, 2024 was primarily due to the U.S. Dollar strengthening against the Taiwan Dollar within the 39-week period ended September 28, 2024. During this period, the U.S. Dollar strengthened 2.8% against the Taiwan Dollar, resulting in a gain of $19.6 million. The remaining net currency loss of $4.0 million was related to the impacts of other drivers, each of which was individually immaterial.

Income Tax Provision

The Company recorded income tax expense of $243.9 million in the first three quarters of 2025, compared to income tax expense of $203.6 million in the first three quarters of 2024. The effective tax rate was 17.7% in the first three quarters of 2025, compared to 17.3% in the first three quarters of 2024. The increase in the effective tax rate in the current period was primarily driven by the U.S. tax legislation enacted during the current quarter, which, among other things, changed capitalization requirements of certain research and development costs, resulting in a decrease in certain expected U.S. tax deductions and credits.

Net Income

As a result of the above, net income for the 39-week period ended September 27, 2025 was $1,135.2 million compared to $975.7 million for the 39-week period ended September 28, 2024, an increase of $159.5 million.

Liquidity and Capital Resources

We primarily use cash flow from operations, and expect that future cash requirements may be used, to fund our capital expenditures, support our working capital requirements, pay dividends, fund share repurchases, and fund strategic acquisitions. We believe that our existing cash balances and cash flow from operations will be sufficient to meet our short- and long-term projected working capital needs, capital expenditures, and other cash requirements.

Cash, Cash Equivalents, and Marketable Securities

As of September 27, 2025, we had approximately $3.9 billion of cash, cash equivalents and marketable securities. Management invests idle or surplus cash in accordance with the Company's investment policy, which has been approved by the Company’s Board of Directors. The investment policy’s primary objectives are to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of low credit risk. Garmin’s average interest rate returns on cash and investments during the first three quarters of 2025 and 2024 were 3.2% and 3.3%, respectively. The fair value of our securities varies from period to period due to changes in interest rates, the performance of the underlying collateral, and the credit performance of the underlying issuer, among other factors. See Note 4 – Marketable Securities in the Notes to the Condensed Consolidated Financial Statements for additional information regarding marketable securities.

Cash Flows

Cash provided by operating activities totaled $1,079.6 million for the first three quarters of 2025, compared to $948.6 million for the first three quarters of 2024. The increase was primarily due to an increase in cash received from customers primarily driven by higher net sales, partially offset by increases in cash paid for cost of goods sold and operating expenses and a strategic increase in inventory in the first three quarters of 2025 compared to the first three quarters of 2024.

Cash used in investing activities totaled $513.8 million for the first three quarters of 2025, compared to $190.8 million for the first three quarters of 2024. The increase was primarily due to an increase in cash used for acquisitions, an increase in net purchases of marketable securities, and an increase in purchases of property and equipment in the first three quarters of 2025 compared to the first three quarters of 2024.

Cash used in financing activities totaled $625.5 million for the first three quarters of 2025, compared to $449.4 million for the first three quarters of 2024. This increase was primarily due to higher purchases of treasury shares under the share repurchase plan, higher cash dividend payments, and an increase in the purchase of treasury shares related to equity awards in the first three quarters of 2025 compared to the first three quarters of 2024.

Use of Cash

Operating Leases

The Company has lease arrangements for certain real estate properties, vehicles, and equipment. Leased properties are typically used for office space, distribution, data centers, and retail. As of September 27, 2025, the Company had fixed lease payment obligations of $222.7 million, with $42.8 million payable within 12 months.

Inventory Purchase Obligations

The Company obtains various raw materials and components for its products from a variety of third party suppliers. The Company’s inventory purchase obligations are primarily noncancelable commitments. As of September 27, 2025, the Company had inventory purchase obligations of $922.8 million, with $683.1 million payable within 12 months.

Other Purchase Obligations

The Company’s other purchase obligations primarily consist of noncancelable commitments for capital expenditures and other indirect purchases in connection with conducting our business. As of September 27, 2025, the Company had other purchase obligations of $375.6 million, with $173.7 million payable within 12 months.

Other Uses of Cash

The Company estimates net cash outlays for income taxes in 2025 will be lower than previously anticipated, primarily as a result of the U.S. tax legislation enacted during the current quarter, which changed capitalization requirements of certain research and development costs.

Critical Accounting Policies and Estimates

General

Our discussion and analysis of financial condition and results of operations are based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The presentation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to customer sales programs and incentives, product returns, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, and contingencies and litigation. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For a description of the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements, refer to Note 1, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. There were no significant changes to the Company’s critical accounting policies and estimates in the 13-week and 39-week periods ended September 27, 2025.

There are numerous market risks that can affect our future business, financial condition and results of operations. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. There have been no material changes during the 13-week and 39-week periods ended September 27, 2025 in the risks described in our Annual Report on Form 10-K related to market sensitivity, inflation, foreign currency exchange rate risk and interest rate risk.

(a) Evaluation of disclosure controls and procedures. The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. As of September 27, 2025, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of September 27, 2025 that our disclosure controls and procedures were effective such that the information relating to the Company, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There has been no change in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended September 27, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Othe****r Information

In the normal course of business, the Company and its subsidiaries are parties to various legal claims, actions, and complaints, including matters involving patent infringement, other intellectual property, product liability, customer claims and various other risks. It is not possible to predict with certainty whether or not the Company and its subsidiaries will ultimately be successful in any of these legal matters, or if not, what the impact might be. However, the Company’s management does not expect that the results in any of these legal proceedings will have a material adverse effect on the Company’s business, results of operations, financial position or cash flows. For additional information, see Note 8, "Commitments and Contingencies" in the above Condensed Consolidated Financial Statements and Part I, Item 3, “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

There are many risks and uncertainties that can affect our future business, financial performance or share price. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. There have been no material changes to the risks presented in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, except as described in the updated risk factor below, which is repeated from our Quarterly Report for the period June 28, 2025. These risks, however, are not the only risks facing our Company. Additional risks and uncertainties, including those not currently known to us or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition and/or operating results.

Changes to trade regulations, including trade restrictions, such as tariffs, duties, and sanctions, could significantly harm our results of operations.

The rapidly evolving international trade environment has created economic and operational uncertainties that could significantly harm our business and results of operations.

Certain of the goods we import are subject to tariffs and duties imposed by customs authorities of the jurisdictions into which they are imported. We manufacture our products in, and source goods from, multiple jurisdictions, such as Taiwan and China among others. New or increased tariffs, duties, or other trade restrictions imposed on products, goods, or components we import into the United States or other countries could have a substantial adverse impact on our business and financial results.

Additionally, some tariffs and duties are based on the classifications of the goods imported, which are routinely subject to review by customs authorities. We are unable to predict whether those authorities will change the determination of the classifications of any of our imports. Any such changes could result in increased tariffs or duties, or other restrictions on our importation of goods. The imposition of and our response to new or enhanced trade restrictions on imports or exports, or any selective or inconsistent application relating to trade restrictions, could result in a substantial adverse effect on our business, competitive position, results of operations, and financial condition.

Item 2. Unregistered Sales of Equi****ty Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share repurchase activity during the 13-week period ended September 27, 2025, summarized on a trade-date basis, was as follows (in thousands, except per share amounts):

(1) The Board of Directors approved a share repurchase program on February 16, 2024 (the "2024 Program"), which was announced on February 21, 2024. The 2024 Program authorizes the Company to purchase up to $300 million of its common shares, exclusive of the cost of any associated excise tax. Share repurchases may be made in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion. The 2024 Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. The 2024 Program expires on December 26, 2026. Refer to Note 9 – Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements for additional information related to share repurchases.

(2) Average price paid per share includes costs associated with the repurchases, except for the cost of any associated excise tax.

Item 3. Defaults Upo****n Senior Securities

None.

Item 4. Mine Saf****ety Disclosures

Not applicable.

(c) Trading Plans

During the 13-week period ended September 27, 2025, no directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:

On August 1, 2025, Patrick Desbois, Co-Chief Operating Officer, adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the potential sale of 100% of the net shares (net of tax withholding) resulting from the maximum potential equity awards vesting of 18,443 gross shares of our common shares during the plan period, subject to certain conditions. The first trade date will not occur until December 15, 2025 at the earliest, and the plan's maximum duration is until March 4, 2026.

• Management contract or compensatory plan or arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K.

‡ Filed herewith.

† Furnished herewith.

SIGNA****TURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 29, 2025