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TTM TECHNOLOGIES INC

For the period ended Sep 30, 2024. Filed Nov 5, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 5, 2024

TTMI$75.33+13.3%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2024, our directors and/or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (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 TitleActionAdoption / Termination DateRule 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)AdoptionAugust 8, 2024XIndeterminable (4)August 29, 2025
Thomas Clapprood (President, Radar Systems and Sensors Business Unit)AdoptionAugust 30, 2024XIndeterminable (4)November 28, 2025
Thomas T. Edman (CEO, President and Director)AdoptionAugust 8, 2024XIndeterminable (4)July 31, 2025
Robert Farrell (President, Communication and Computing Business Unit)AdoptionAugust 30, 2024XIndeterminable (5)November 28, 2025
Catherine A. Gridley (Executive Vice President and President, Aerospace & Defense Sector)AdoptionAugust 14, 2024XIndeterminable (4)July 31, 2025
Jeffrey S. Jankowsky (President, C4ISR + Space Business Unit)AdoptionAugust 29, 2024XUp to 10,000November 28, 2025
Jeffrey S. Jankowsky (President, C4ISR + Space Business Unit)AdoptionAugust 29, 2024XIndeterminable (4)July 31, 2025
Dale Knecht (Senior Vice President of Global Information Technology)AdoptionAugust 14, 2024XUp to 39,098 (6)July 31, 2025
Dale Knecht (Senior Vice President of Global Information Technology)AdoptionAugust 14, 2024XIndeterminable (4)July 31, 2025
Shawn Powers (Executive Vice President and Chief HR Officer)AdoptionAugust 16, 2024XUp to 12,400November 28, 2025
Name and TitleActionAdoption / Termination DateRule 10b5-1 (1)Non-Rule 10b5-1 (2)Total Number of Shares of Common Stock to be Sold (3)Expiration Date
Shawn Powers (Executive Vice President and Chief HR Officer)AdoptionAugust 16, 2024XIndeterminable (4)July 31, 2025
Antonio J. Sanchez (Vice President and Corporate Controller)AdoptionAugust 28, 2024XUp to 10,971 (7)July 31, 2025
Douglas L. Soder (Executive Vice President and President, Commercial Sector)AdoptionAugust 8, 2024XUp to 50,000November 28, 2025
Douglas L. Soder (Executive Vice President and President, Commercial Sector)AdoptionAugust 8, 2024XIndeterminable (4)July 31, 2025
Philip Titterton (Executive Vice President and COO)AdoptionAugust 8, 2024XUp to 73,815 (8)July 31, 2025
Daniel J. Weber (Executive Vice President, Chief Legal Officer and Secretary)AdoptionAugust 29, 2024XIndeterminable (4)July 31, 2025

(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 is 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 restricted stock units (RSUs) or performance-based restricted stock units (PRUs). The number of shares subject to covered RSUs or PSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is not currently determinable as the number will vary based on the market price of our common stock and the extent to which vesting conditions are satisfied. This sell-to-cover arrangement provides solely for the automatic sale of shares that would otherwise be issuable in respect of a covered RSU or PSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation.

(5)

Mr. Farrell’s trading plan provides for (i) sales of up to 1,660 shares of common stock that may be received upon the vesting of certain RSUs, and (ii) sales of a currently indeterminable number of shares of common stock to cover estimated tax withholding obligations and customary brokerage fees arising from vesting of certain other RSUs.

(6)

This trading plan for Mr. Knecht provides for sales of up to 39,098 shares of common stock that may be received upon the vesting of certain RSUs or PSUs, in each case, net of the number of shares sold pursuant to Mr. Knecht’s other trading plan concurrently adopted on August 14, 2024, as disclosed in the table, which other trading plan is intended to provide solely for “eligible sell-to-cover transactions” (as described above in Footnote 4).

(7)

Mr. Sanchez’s trading plan provides for sales of up to 10,971 shares of common stock that may be received upon the vesting of certain RSUs.

(8)

Mr. Titterton’s trading plan provides for sales of up to 73,815 shares of common stock that may be received upon the vesting of certain RSUs or PSUs.

Information Pursuant to Item 407(c)(3) of Regulation S-K

As previously disclosed, at the Company’s 2024 Annual Meeting the stockholders of the Company approved, among other things, amendments to the Company’s bylaws (Bylaw Amendments). Section 1.12 of the Bylaw Amendments contains multiple changes to the advance notice requirements that stockholders must adhere to in order to make director nominations, each of which is consistent with and intended to update the bylaws for the “universal proxy rules” adopted as Rule 14a-19 under the Exchange Act.

Specifically, these amendments (i) clarify that the bylaws do not preclude stockholders from using Rule 14a-19, (ii) require nominating stockholders to provide additional information about themselves and their proposed candidate pursuant to Section 1.12(c)(1)(F) of the Bylaw Amendments, (iii) require nominating stockholders to update and supplement the notice they provide to the Company with any changes or updates to the information provided in the initial notice, and (iv) require a nominating stockholder to represent whether they intend to solicit proxies under Rule 14a-19.

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