METHODE ELECTRONICS INC

Current report

Fourth Amendment to Second Amended and Restated Credit Agreement

Current report

Because we are filing this Quarterly Report within four business days after the triggering event, we are making the following disclosure under this Item 5, “Other Information” instead of filing a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement, and Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Current report

On August 31, 2026, the Company entered into a Fourth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and other parties thereto, which amends the Second Amended and Restated Credit Agreement, dated as of October 31, 2022, among such parties (as amended and with applicable waivers, the “Amended Credit Agreement”). Unless defined herein, capitalized terms used in this description of the Amendment have the meanings given to them in the Amended Credit Agreement.

Current report

(i)

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(ii)

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(iii)

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extends the Third Amendment Period (the period from and including July 7, 2025 to and including the date that financial statements and compliance certificate are delivered for the fiscal quarter ending October 31, 2026, such period, the “Third Amendment Period”) (where, among other things, financial covenants are relaxed to a certain extent and certain exceptions to covenants restricting liens on, investments by and indebtedness of the Company and its subsidiaries are restricted or decreased) to and including the date that financial statements and compliance certificate are delivered for the fiscal quarter ending October 31, 2027,

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(iv)

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extends the general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries to $2.5 million in any fiscal quarter through the Maturity Date,

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(v)

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adds that there will be an automatic and permanent reduction of $75 million to the 2028 Extended Revolving Commitments at such time as the Company and its Subsidiaries have received gross cash proceeds from certain Dispositions exceeding $50 million occurring after the Amendment effective date, and

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(vi)

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For further information, see Note 7, “Debt” to the condensed consolidated financial statements included in this Quarterly Report.

Current report

The foregoing description of each of the Amendment and the Amended Credit Agreement is not intended to be complete and is qualified in its entirety by reference to (i) the complete text of the Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference and (ii) the complete text of the Second Amended and Restated Credit Agreement prior to the Amendment, which is filed as Exhibits 10.1 to 10.5 to the Annual Report on Form 10-K for the fiscal year ended May 2, 2026.

Current report

Trading Arrangements

Previous report

On June 13, 2024, the Board of Directors approved a share buyback authorization, commencing on June 17, 2024, for the purchase of up to $200.0 million of our outstanding common stock through June 17, 2026 (the “2024 Buyback Authorization”). Purchases under the 2024 Buyback Authorization may be made on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, or in private transactions. We have not made any purchases under the 2024 Buyback Authorization.