DUCOMMUN INC /DE/

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), we carried out an evaluation of 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 Securities Exchange Act of 1934, as amended (“Exchange Act”) and have concluded that as of July 4, 2026 due to the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed in our 2025 Form 10-K/A, we identified a material weakness whereby we did not design and maintain effective controls to review the terms of employee stock award plan documents to ensure that stock-based compensation expense is recorded completely and accurately. The material weakness resulted in the restatement of the consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and the unaudited condensed consolidated financial statements as of and for the quarters ended June 29, 2024 and September 28, 2024, and all fiscal quarters within 2025, as well as the revision to the condensed financial statements as of and for the quarter ended March 30, 2024, related to stock-based compensation expense included as part of selling, general and administrative expense, accrued and other liabilities, other long-term liabilities, and additional paid-in capital. Additionally, this material weakness could result in misstatements to stock-based compensation expense and related disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Management’s Remediation Activities for Previously Identified Material Weakness in Internal Control Over Financial Reporting

The Company’s management, with oversight from the Company’s Audit Committee, has completed the design and implementation of the remediation plan in response to the identified material weakness described above. Specifically, during the quarter ended July 4, 2026, the Company designed and implemented a periodic review over any changes to employee stock award plan documents, including review of the documentation of the appropriate accounting treatment of the revised terms and conditions, as applicable.

This material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. The Company believes the above measures will remediate the material weakness identified.

Changes in Internal Control over Financial Reporting

As discussed above under “Management's Remediation Activities for Previously Identified Material Weakness in Internal Control Over Financial Reporting,” there were changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended July 4, 2026.