SEC Form 10-Q filed by Ducommun Incorporated

5/12/26 6:18:59 AM ET

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Military/Government/Technical

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 4, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-08174

_________________________________________________________

DUCOMMUN INCORPORATED

(Exact name of registrant as specified in its charter)

_________________________________________________________


Delaware						95-0693330
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

600 Anton Boulevard, Suite 1100, Costa Mesa, California						92626-7100
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (657) 335-3665

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value per share

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New York Stock Exchange

_________________________________________________________

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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). Yes x 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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 5, 2026, the registrant had 15,085,559 shares of common stock outstanding.

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DUCOMMUN INCORPORATED AND SUBSIDIARIES


			Page
PART I. FINANCIAL INFORMATION



		Forward Looking Statements	3

	Item 1.	Financial Statements (unaudited)	5

		Condensed Consolidated Balance Sheets as of April 4, 2026 and December 31, 2025	5

		Condensed Consolidated Statements of Income for the Three Months Ended April 4, 2026 and March 29, 2025 (As Restated)	6

		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended April 4, 2026 and March 29, 2025 (As Restated)	7

		Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended April 4, 2026 and March 29, 2025 (As Restated)	8

		Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 4, 2026 and March 29, 2025 (As Restated)	9

		Notes to Condensed Consolidated Financial Statements	10

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

	Item 4.	Controls and Procedures	42

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	43

	Item 1A.	Risk Factors	43

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

	Item 3.	Defaults Upon Senior Securities	43

	Item 4.	Mine Safety Disclosures	43

	Item 5.	Other Information	43

	Item 6.	Exhibits	44

Signatures			45

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FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, followed by or include words such as “could,” “may,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “would,” or similar expressions. These statements are based on the beliefs and assumptions of our management at the time such statements are made. Generally, forward-looking statements include information concerning our possible or assumed future actions, events or results of operations. Forward-looking statements specifically include, without limitation, the information in this Form 10-Q regarding: future revenues, earnings, cash flow, revenue recognition, uses of cash and other measures of financial performance, projections or expectations for future operations, including costs to complete contracts, goodwill impairment evaluations, useful life of intangible assets, unrecognized tax benefits and effective tax rate, possible labor disruptions, the imposition of tariffs, environmental remediation costs, insurance recoveries, industry trends and expectations, including ramp up times for build rates, our plans with respect to restructuring activities, capital expenditures, completed acquisitions, future acquisitions and dispositions, and expected business opportunities that may be available to us.

Although we believe that the expectations reflected in the forward-looking statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. We cannot guarantee future results, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. All written and oral forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the “Risk Factors” contained within Part I, Item 1A of our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K/A”).

There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. While it is impossible to identify all such factors, some factors that could cause actual results to differ materially from those estimated by us include, but are not limited to, those factors or conditions described under Risk Factors contained within Part I, Item 1A of our 2025 Form 10-K/A and the following:

•the considerable amount of cash needed to run our business and its impact on our ability to service our indebtedness;

•our indebtedness could limit our financing options;

•the covenants in our credit facilities impose restrictions that may limit our operating and financial flexibility;

•the typical trading volume of our common stock may affect an investor’s ability to sell significant stock holdings in the future without negatively impacting our stock price;

•our amount of debt may require us to raise additional capital to fund acquisitions;

•our end-use markets are cyclical;

•we depend on a select base of industries and customers;

•a significant portion of our business depends on the U.S. government defense spending, which could be impacted by a prolonged U.S. federal government shutdown;

•exports of certain of our products and our production facility in Guaymas, Mexico are subject to various export control regulations and authorizations for proposed sales to certain foreign customers;

•existing and new tariffs imposed by the U.S. administration or foreign governments could impact the operation and conduct of our business outside the United States, including our production facility in Mexico, the sale of products to customers outside the United States and the import of raw materials and equipment from suppliers outside the United States;

•contracts with some of our customers give them a variety of rights that are unfavorable to us and the OEMs (as defined below) to whom we provide products and services, including the ability to terminate a contract at any time for convenience;

•further consolidation in the aerospace industry could adversely affect our business;

•risks related to our ability to execute our growth strategy, which includes evaluating select acquisitions;

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•we may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and may experience business disruptions associated with restructuring, performance center consolidations, realignment, cost reduction, and other strategic initiatives;

•risks related to enhanced design, product development, manufacturing, supply chain project management and other skills will be required as we move up the value chain to become a more value added supplier;

•risks associated with operating and conducting our business outside the United States;

•customer pricing pressures could reduce the demand and/or price for our products and services;

•our products and processes are subject to risk of obsolescence as a result of changes in technology and evolving industrial and regulatory standards;

•we may not have the ability to renew facilities leases on terms favorable to us, and relocation of operations present risks due to business interruptions;

•we may be subject to litigation, other legal proceedings, indemnity and product liability claims, including claims that could exceed the limits of our insurance coverage and subrogation claims asserted by third-party insurers, including the Mexican-based carrier of the entity that initiated a lawsuit against us in federal court in California for losses incurred during the June 2020 fire in Guaymas, Mexico, which may become material;

•our operations are subject to numerous extensive, complex, costly and evolving laws, regulations and restrictions, including the Defense Contract Audit Agency and cybersecurity requirements;

•we are subject to a number of procurement laws with which we must comply;

•risks associated with unanticipated changes in our tax provision or exposure to additional income tax liabilities;

•possible goodwill and other asset impairments could result in substantial charges;

•the risk of environmental liabilities and our sustainability responsibilities;

•risks associated with our ability to implement changes in estimates when bidding on fixed-price contracts;

•risks related to the identified material weakness in our internal control over financial reporting;

•risks related to the restatement of our prior consolidated financial statements;

•risks related to our ability to accurately report our financial results, including fully remediating any material weakness on a timely basis, or prevent fraud if our internal control over financial reporting is not effective;

•risks related to our dependence upon our ability to attract and retain key personnel;

•risks associated with labor disruptions and the ability of our suppliers to meet the quality and delivery expectations of our customers;

•risks related to our reliance on our suppliers to meet quality and delivery expectations of our customers;

•risks associated with cybersecurity preparedness and attacks;

•risks related to assertions by third parties of violations of intellectual property rights or the inability to successfully enjoin the misappropriation of our intellectual property rights; and

•damage or destruction of our facilities caused by natural disasters could affect our financial results.

We caution the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this Form 10-Q. We do not undertake any duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, except as required by law.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Ducommun Incorporated and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands, except share and per share data)


	April 4, 2026		December 31, 2025
Assets
Current Assets
Cash and cash equivalents	$	39,103	$	45,289
Accounts receivable, net of allowance for credit losses of $1,690 and $1,802 at April 4, 2026 and December 31, 2025, respectively	137,027		124,442
Contract assets	249,229		249,845
Inventories	186,269		182,788
Production cost of contracts	5,914		7,178

Other current assets	16,314		16,442

Total Current Assets	633,856		625,984
Property and Equipment, Net of Accumulated Depreciation of $187,468 and $196,508 at April 4, 2026 and December 31, 2025, respectively	105,755		107,223
Operating Lease Right-of-Use Assets	37,888		40,077
Goodwill	244,600		244,600
Intangibles, Net	128,656		132,839
Deferred Income Taxes	14,180		15,500
Other Assets	20,398		20,192
Total Assets	$	1,185,333	$	1,186,415
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	79,961	$	74,653
Contract liabilities	52,473		40,694
Accrued and other liabilities	28,112		51,071
Operating lease liabilities	7,005		7,817
Current portion of long-term debt	5,000		5,000

Total Current Liabilities	172,551		179,235
Long-Term Debt, Less Current Portion	297,608		298,790
Non-Current Operating Lease Liabilities	33,091		34,223

Other Long-Term Liabilities	12,287		12,686
Total Liabilities	515,537		524,934
Commitments and Contingencies (Notes 9, 11)
Shareholders’ Equity
Common Stock - $0.01 par value; 35,000,000 shares authorized; 15,083,102 and 14,949,671 shares issued and outstanding at April 4, 2026 and December 31, 2025, respectively	151		149

Additional Paid-In Capital	246,378		248,482
Retained Earnings	416,220		406,304
Accumulated Other Comprehensive Income	7,047		6,546
Total Shareholders’ Equity	669,796		661,481
Total Liabilities and Shareholders’ Equity	$	1,185,333	$	1,186,415

See accompanying notes to Condensed Consolidated Financial Statements.

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Ducommun Incorporated and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

(Dollars in thousands, except per share amounts)


	Three Months Ended
	April 4, 2026		March 29, 2025
			(As Restated)
Net Revenues	$	209,022	$	192,481
Cost of Sales	152,789		142,030
Gross Profit	56,233		50,451
Selling, General and Administrative Expenses	40,513		45,050
Restructuring Charges	—		426

Operating Income	15,720		4,975
Interest Expense	(4,010)		(3,263)




Income Before Taxes	11,710		1,712
Income Tax Expense	1,794		310
Net Income	$	9,916	$	1,402
Earnings Per Share
Basic earnings per share	$	0.66	$	0.09
Diluted earnings per share	$	0.64	$	0.09
Weighted-Average Number of Common Shares Outstanding
Basic	15,044		14,856
Diluted	15,599		15,177

See accompanying notes to Condensed Consolidated Financial Statements.

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Ducommun Incorporated and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(Dollars in thousands)


	Three Months Ended
	April 4, 2026		March 29, 2025
			(As Restated)
Net Income	$	9,916	$	1,402
Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial losses and prior service costs, net of tax expense of $6 for each of the three months ended April 4, 2026 and March 29, 2025, respectively.	20		20

Change in net unrealized gains (losses) on cash flow hedges, net of tax expense (benefit) of $145 and $(715) for the three months ended April 4, 2026 and March 29, 2025, respectively.	481		(2,374)
Other Comprehensive Income (Loss), Net of Tax	501		(2,354)
Comprehensive Income (Loss)	$	10,417	$	(952)

See accompanying notes to Condensed Consolidated Financial Statements.

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Ducommun Incorporated and Subsidiaries

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

(Dollars in thousands)


	Shares Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity









Balance at December 31, 2024	14,781,218	148		224,933		443,657		11,384		680,122
Net income (As restated)	—	—		—		1,402		—		1,402
Other comprehensive loss, net of tax	—	—		—		—		(2,354)		(2,354)

Employee stock purchase plan	24,412	1		1,293		—		—		1,294

Stock awards vested	123,580	1		(1)		—		—		—
Stock repurchased related to the exercise of stock options and stock awards vested	(60,905)	(1)		(3,559)		—		—		(3,560)
Stock-based compensation (As restated)	—	—		15,163		—		—		15,163
Balance at March 29, 2025 (As Restated)	14,868,305	$	149	$	237,829	$	445,059	$	9,030	$	692,067










Balance at December 31, 2025	14,949,671	149		248,482		406,304		6,546		661,481
Net income	—	—		—		9,916		—		9,916
Other comprehensive income, net of tax	—	—		—		—		501		501

Employee stock purchase plan	18,039	—		1,373		—		—		1,373
Stock options exercised	19,983	1		807		—		—		808
Stock awards vested	208,796	2		(2)		—		—		—
Stock repurchased related to the exercise of stock options and stock awards vested	(113,387)	(1)		(15,374)		—		—		(15,375)
Stock-based compensation	—	—		11,092		—		—		11,092
Balance at April 4, 2026	15,083,102	$	151	$	246,378	$	416,220	$	7,047	$	669,796

See accompanying notes to Condensed Consolidated Financial Statements.

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Ducommun Incorporated and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)


	Three Months Ended
	April 4, 2026		March 29, 2025
			(As Restated)
Cash Flows from Operating Activities
Net Income	$	9,916	$	1,402
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and amortization	8,238		8,584
Non-cash operating lease cost	2,276		2,194



Stock-based compensation expense	11,419		15,734
Deferred income taxes	1,168		(1,296)

Provision for credit losses	(112)		(54)





Other	283		307
Changes in Assets and Liabilities:
Accounts receivable	(12,473)		(8,076)
Contract assets	616		(9,988)
Inventories	(3,481)		(1,019)
Production cost of contracts	1,151		(16)
Other assets	308		2,913
Accounts payable	5,664		4,929
Contract liabilities	11,779		3,051
Operating lease liabilities	(1,944)		(1,918)
Accrued and other liabilities	(23,569)		(15,976)
Net Cash Provided by Operating Activities	11,239		771
Cash Flows from Investing Activities
Purchases of property and equipment	(2,936)		(4,815)

Proceeds from sale of assets	45		—




Net Cash Used in Investing Activities	(2,891)		(4,815)
Cash Flows from Financing Activities


Borrowings from senior secured revolving credit facility	—		15,000
Repayments of senior secured revolving credit facility	—		(15,000)

Repayments of term loan	(1,250)		—
Repayments of other debt	(89)		(96)






Net cash paid upon issuance of common stock under stock plans	(13,195)		(2,267)
Net Cash Used in Financing Activities	(14,534)		(2,363)
Net Decrease in Cash and Cash Equivalents	(6,186)		(6,407)
Cash and Cash Equivalents at Beginning of Period	45,289		37,139
Cash and Cash Equivalents at End of Period	$	39,103	$	30,732

See accompanying notes to Condensed Consolidated Financial Statements.

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Ducommun Incorporated and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Summary of Significant Accounting Policies

Description of Business

We are a leading designer and manufacturer of and provider of manufacturing solutions for high-performance products often used in high-cost-of failure applications primarily in the aerospace and defense (“A&D”), industrial, medical, and other industries (collectively, “Industrial”). Our operations are organized into two primary businesses: Electronic Systems segment (“Electronic Systems”) and Structural Systems segment (“Structural Systems”), each of which is a reportable operating segment. Electronic Systems designs, engineers and manufactures high-reliability electronic and electromechanical products used in worldwide technology-driven markets including A&D and Industrial end-use markets. Electronic Systems’ product offerings primarily range from prototype development to complex assemblies. Structural Systems designs, engineers and manufactures large, complex contoured aerostructure components and assemblies and supplies composite and metal bonded structures and assemblies. Structural Systems’ products are primarily used on commercial aircraft, military fixed-wing aircraft, military and commercial rotary-wing aircraft, and military ground vehicles. All reportable operating segments generally follow the same accounting principles.

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of Ducommun Incorporated and its subsidiaries (“Ducommun,” the “Company,” “we,” “us” or “our”), after eliminating intercompany balances and transactions. The December 31, 2025 unaudited condensed consolidated balance sheet data was derived from audited financial statements, but does not contain all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).

Our significant accounting policies were described in Part IV, Item 15(a)1, “Note 1. Summary of Significant Accounting Policies” in our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K/A”). The financial information included in this Quarterly Report on Form 10-Q (“Form 10-Q”) should be read in conjunction with the 2025 Form 10-K/A.

In the opinion of management, all adjustments, including recurring accruals, have been made that are necessary to fairly state our unaudited condensed consolidated financial position, statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows in accordance with GAAP for the periods covered by this Form 10-Q. The results of operations for the three months ended April 4, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.

Our fiscal quarters end on the Saturday closest to the end of March, June and September for the first three fiscal quarters of each year, and on December 31 for our fourth fiscal quarter. As a result of using fiscal quarters for the first three quarters combined with leap years, our first and fourth fiscal quarters can range between 12 1/2 weeks to 13 1/2 weeks while the second and third fiscal quarters remain at a constant 13 weeks per fiscal quarter.

Certain reclassifications have been made to prior period amounts to conform to the current year’s presentation.

Use of Estimates

Certain amounts and disclosures included in the unaudited condensed consolidated financial statements require management to make estimates and judgments that affect the amounts of assets, liabilities (including contract liabilities), revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates are based on historical experience and on 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 values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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Supplemental Cash Flow Information


	(Dollars in thousands)
	Three Months Ended
	April 4, 2026		March 29, 2025
Interest paid, net	$	3,617	$	2,658
Taxes (refunded) paid, net	$	(230)	$	221
Non-cash activities:
Purchases of property and equipment not paid	$	151	$	664

Earnings Per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding in each period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding, plus any potentially dilutive shares that could be issued if exercised or converted into common stock in each period.

The net income and weighted-average common shares outstanding used to compute earnings per share were as follows:


	(Dollars in thousands, except per share data)
	Three Months Ended
	April 4, 2026		March 29, 2025
			As Restated
Net income	$	9,916	$	1,402
Weighted-average number of common shares outstanding
Basic weighted-average common shares outstanding	15,044		14,856
Dilutive potential common shares	555		321
Diluted weighted-average common shares outstanding	15,599		15,177
Earnings per share
Basic	$	0.66	$	0.09
Diluted	$	0.64	$	0.09

Potentially dilutive stock awards, as shown below, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. However, these awards may be potentially dilutive common shares in the future.

(In thousands)

Three Months Ended

April 4,
2026

March 29,
2025

Stock options and stock units

Fair Value

Assets and liabilities that are measured, recorded or disclosed at fair value on a recurring basis are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. Level 1, the highest level, refers to the values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant observable inputs. Level 3, the lowest level, includes fair values estimated using significant unobservable inputs.

We have money market funds which are included as cash and cash equivalents. We also have forward interest rate swap agreements and the fair value of the forward interest rate swap agreements was determined using pricing models that use observable market inputs as of the balance sheet date, a Level 2 measurement.

There were no transfers between Level 1, Level 2, or Level 3 financial instruments in the three months ended April 4, 2026.

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Cash and Cash Equivalents

Cash and cash equivalents include all cash on hand, demand deposits, and investments with original maturities of three months or less. We extinguish liabilities and reduce cash when the creditor receives our payment, and we are relieved of our obligation for the liability, which generally occurs when our bank clears the payment. These assets are valued at cost, which approximates fair value, which we classify as Level 1. See Fair Value above.

Derivative Instruments

We recognize derivative instruments on our unaudited condensed consolidated balance sheets at their fair value. On the date that we enter into a derivative contract, we designate the derivative instrument as a fair value hedge, a cash flow hedge, or a derivative instrument that will not be accounted for using hedge accounting methods. In November 2021, we entered into forward interest rate swap agreements with an aggregate notional amount of $150.0 million, all with an effective date of January 2024 (“Forward Interest Rate Swaps”), to manage our exposure to interest rate movements on a portion of our debt. At the time we entered into the Forward Interest Rate Swaps, there was a high probability of forecasted interest payments on our debts occurring and the swaps were highly effective in offsetting those interest payments; therefore, we elected to apply cash flow hedge accounting. In July 2022, as a result of refinancing all our existing debt, which allowed borrowing based on a Secured Overnight Financing Rate (“SOFR”), we were required to complete an amendment of the Forward Interest Rate Swaps from One Month London Interbank Offered Rate (“LIBOR”) to One Month Term SOFR (“Amended Forward Interest Rate Swaps”), which occurred on the same day. After the transition of the Forward Interest Rate Swaps and debt to SOFR was completed, we determined the hedging relationships were still highly effective as of the amendment date. See Note 4 and Note 8. As of April 4, 2026, all of our derivative instruments were designated as cash flow hedges.

We record changes in the fair value of a derivative instrument that is highly effective and that is designated and qualifies as a cash flow hedge in other comprehensive income (loss), net of tax until our earnings are affected by the variability of cash flows of the underlying hedged item. We report changes in the fair values of derivative instruments that are not designated or do not qualify for hedge accounting in current period earnings. We classify cash flows from derivative instruments in the unaudited condensed consolidated statements of cash flows in the same category as the item being hedged or on a basis consistent with the nature of the instrument. See Note 4.

When we determine that a derivative instrument is not highly effective as a hedge, we discontinue hedge accounting prospectively. In all situations in which we discontinue hedge accounting and the derivative instrument remains outstanding, we will carry the derivative instrument at its fair value on our unaudited condensed consolidated balance sheets and recognize subsequent changes in its fair value in our current period earnings.

Inventories

Inventories are stated at the lower of cost or net realizable value with cost being determined using a moving average cost basis for raw materials and actual cost for work-in-process and finished goods. The majority of our inventory is charged to cost of sales as raw materials are allocated to a customer order. Inventoried costs include raw materials, outside processing, direct labor and allocated overhead, adjusted for any abnormal amounts of idle performance center expense, freight, handling costs, and wasted materials (spoilage) incurred. We assess the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand forecasts using management’s best estimates given information currently available. The majority of our revenues are recognized over time, however, for revenue contracts where revenue is recognized using the point in time method, inventory is not reduced until control of the goods transfers to our customer. Our ending inventory consists of raw materials, work-in-process, and finished goods.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income, as reflected on the unaudited condensed consolidated balance sheets under the equity section, was comprised of cumulative pension and retirement liability adjustments, net of tax, and change in net unrealized gains and losses on cash flow hedges, net of tax.

Revenue Recognition

Our customers typically engage us to manufacture products based on designs and specifications provided by the end-use customer. In some instances, this requires the building of tooling and manufacturing first article inspection products (prototypes) before volume manufacturing. Contracts with our customers generally include a termination for convenience clause.

We have a significant number of contracts that are started and completed within the same year, as well as contracts derived from long-term agreements and programs that can span several years. We recognize revenue under ASC 606, “Revenue from

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Contracts with Customers” (“ASC 606”), which utilizes a five-step model.

The definition of a contract for us is typically defined as a customer purchase order as this is when we achieve an enforceable right to payment. The majority of our contracts are firm fixed-price contracts. The deliverables within a customer purchase order are analyzed to determine the number of performance obligations. In addition, at times, in order to achieve economies of scale and based on our customer’s forecasted demand, we may build in advance of receiving a purchase order from our customer. When that occurs, we would not recognize revenue until we have received the customer purchase order.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control is transferred and the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services are highly interrelated or met the series guidance. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service.

We manufacture most products to customer specifications, and the products cannot be easily modified for another customer. As such, these products are deemed to have no alternative use once we have allocated the raw materials to a customer order. In the event the customer invokes a termination for convenience clause, we would be entitled to costs incurred to date plus a reasonable profit. Contract costs typically include labor, materials, overhead, and when applicable, subcontractor costs. For most of our products, we are building assets with no alternative use and have enforceable right to payment, and thus, we recognize revenue using the over time method.

The majority of our performance obligations are satisfied over time as work progresses. Typically, revenue is recognized over time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion, also known as cost-to-cost plus reasonable profit) to measure progress. Our typical revenue contract is a firm fixed price contract, and the cost of raw materials could make up a significant amount of the total costs incurred. As such, we believe using the total costs incurred input method would be the most appropriate method. While the cost of raw materials could make up a significant amount of the total costs incurred, there is a direct relationship between our inputs and the transfer of control of goods or services to the customer.

For contracts with performance obligations being satisfied at a point in time, revenue is recognized when control of the goods or services transfers to our customer. For contracts with shipping terms at origin, we made the accounting policy election that allows us to account for shipping and handling activities as a fulfillment cost instead of being an additional promised service. A portion of the transaction price is not allocated to the shipping service; however, the cost of shipping and handling are accrued when the related revenue is recognized.

Contract estimates, known as “estimates at completion,” are based on various assumptions to project the outcome of future events that can span multiple months or years. These assumptions include among others, actual gross profits on the same or similar products manufactured previously; labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; overhead cost rates; and the performance of subcontractors. As a significant change in one or more of these estimates could affect the progress completed (and related profitability) on our contracts, we review and update our contract-related estimates on a regular basis. We recognize such adjustments under the cumulative catch-up method. Under this method, the impact of the adjustment is recognized in the period the adjustment is identified. In any given reporting period, we have a large number of active contracts, which we have defined as a customer purchase order, and changes in estimates may occur on a significant number of these contracts. Given the significant number of contracts that we may have at any given point in time, the varied nature of products produced under such contracts, and the different assumptions, facts and circumstances associated with each individual contract, and the fact that such changes at the contract level are typically not material, we disclose cumulative catch-up adjustments on a net basis.

Net cumulative favorable and unfavorable catch-up adjustments to contracts had the following impact on our operating results:


	(Dollars in thousands)
	Three Months Ended
	April 4, 2026		March 29, 2025
Total net revenues	$	(2,236)	$	891
Operating income	$	(2,236)	$	891

Payments under long-term contracts may be received before or after revenue is recognized. When revenue is recognized before we bill our customer, a contract asset is created for the work performed but not yet billed. Similarly, when we receive payment before revenue is recognized, a contract liability is created for the advance or progress payment. When a contract liability and a

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contract asset exist on the same contract, we report it on a net basis.

We record provisions for the total anticipated losses on contracts, considering total estimated costs to complete the contract compared to total anticipated revenues, in the period in which such losses are identified. The provisions for estimated losses on contracts require us to make certain estimates and assumptions, including those with respect to the future revenue under a contract and the future cost to complete the contract. Our estimate of the future cost to complete a contract may include assumptions as to changes in manufacturing efficiency, operating and material costs, and our ability to resolve claims and assertions with our customers. If any of these or other assumptions and estimates do not materialize in the future, we may be required to adjust the provisions for estimated losses on contracts. The provision for estimated losses on contracts is included as part of contract liabilities on the unaudited condensed consolidated balance sheets. As of April 4, 2026 and December 31, 2025, the provision for estimated losses on contracts were $6.9 million and $7.0 million, respectively. It is reasonably possible we may incur additional losses in the future.

Production cost of contracts includes non-recurring production costs, such as design and engineering costs, and tooling and other special-purpose machinery necessary to build parts as specified in a contract. Production costs of contracts are recorded to cost of sales using the over time revenue recognition model. We review the value of the production cost of contracts on a quarterly basis to ensure when added to the estimated cost to complete, the value is not greater than the estimated realizable value of the related contracts. As of April 4, 2026 and December 31, 2025, production cost of contracts were $5.9 million and $7.2 million, respectively.

Contract Assets and Contract Liabilities

Contract assets consist of our right to payment for work performed but not yet billed. Contract assets are transferred to accounts receivable when we bill our customers. We bill our customers when we ship the products and meet the shipping terms within the revenue contract. Contract liabilities consist of advance or progress payments received from our customers prior to the time transfer of control occurs plus the estimated losses on contracts. When a contract liability and a contract asset exist on the same contract, we report it on a net basis.

Contract assets and contract liabilities from revenue contracts with customers are as follows:


	(Dollars in thousands)
	April 4, 2026		December 31, 2025
Contract assets	$	249,229	$	249,845
Contract liabilities	$	52,473	$	40,694

The decrease in our contract assets as of April 4, 2026 compared to December 31, 2025 was primarily due to a net decrease of products in work in process in the current period.

The increase in our contract liabilities as of April 4, 2026 compared to December 31, 2025 was primarily due to a net increase of advance or progress payments received from our customers in the current period. We recognized $6.9 million of the contract liabilities as of December 31, 2025 as revenues during the three months ended April 4, 2026.

Performance obligations are defined as customer placed purchase orders (“POs”) with firm fixed price and firm delivery dates. Our remaining performance obligations as of April 4, 2026 totaled $1,073.7 million. Of the remaining performance obligations as of April 4, 2026, we anticipate recognizing an estimated 70% of our remaining performance obligations as revenue during the next 12 months with the remaining performance obligations being recognized in the remainder of 2027 and beyond.

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Revenue by Category

In addition to the revenue categories disclosed above, the following table reflects our revenue disaggregated by major end-use market:


	(Dollars in thousands)
	Three Months Ended
	April 4, 2026		March 29, 2025
			(As Restated)
Consolidated Ducommun
Military and space	$	117,633	$	112,196
Commercial aerospace	83,912		71,388
Industrial	7,477		8,897
Total	$	209,022	$	192,481

Electronic Systems
Military and space	$	89,440	$	84,091
Commercial aerospace	20,673		16,077
Industrial	7,477		8,897
Total	$	117,590	$	109,065

Structural Systems
Military and space	$	28,193	$	28,105
Commercial aerospace	63,239		55,311
Total	$	91,432	$	83,416

Recent Accounting Pronouncements

New Accounting Pronouncements Adopted in 2026

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides a practical expedient on assessing credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The new guidance is effective for fiscal years beginning after December 15, 2025, which is our annual period beginning January 1, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-12, “Accounting Standards Update Codification Improvements,” which addresses 34 issues such as (1) clarify the calculation of earnings per share when a loss from continuing operations exists, (2) update references to capitalization guidance for environmental remediation costs, and (3) remove other than temporary impairment guidance. The new guidance is effective for fiscal years beginning after December 15, 2026, which is our annual period beginning January 1, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are evaluating the impact of this standard.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” which improves the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments can be applied either (1) prospectively or (2) retrospectively to any or all periods presented in the financial statements. The new guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, which is our interim period beginning January 1, 2028. Early adoption is permitted. We are evaluating the impact of this standard.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements” (“ASU 2025-09”), which clarifies certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. It will more closely align

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accounting with the economics of an entity’s risk management activities. The new guidance is effective for fiscal years beginning after December 15, 2026, which is our annual period beginning January 1, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted on any date on or after the issuance of ASU 2025-09. We are evaluating the impact of this standard.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which removes all references to prescriptive and sequential software development stages. Therefore, an entity is required to start capitalizing software costs when i) management has authorized and committed to funding the software project, and ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new guidance is effective for fiscal years beginning after December 15, 2027, which is our annual period beginning January 1, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. We are evaluating the impact of this standard.

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 clarifies that all public business entities should initially adopt the disclosure requirements in the final annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The new guidance is effective for fiscal years beginning after December 15, 2026, which is our annual period beginning January 1, 2027, and interim reporting periods beginning after December 15, 2027, which will be our interim period beginning January 1, 2028. Early adoption of ASU 2024-03 (described below) is permitted. We are evaluating the impact of this standard in conjunction with ASU 2024-03 below.

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” (“ASU 2024-03”),which requires additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods. The new guidance is effective for fiscal years beginning after December 15, 2026, which is our annual period beginning January 1, 2027, and interim reporting periods beginning after December 15, 2027, which will be our interim period beginning January 1, 2028. Early adoption is permitted. The amendments in ASU 2024-03 should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date, or (2) retrospectively to any or all prior periods presented in the financial statements. We are evaluating the impact of this standard.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which incorporates updates to the Accounting Standards Codification (“Codification”) to align certain Securities and Exchange Commission (“SEC”) disclosure requirements. The amendments impact a variety of topics but are relatively narrow in nature. For entities required to comply with the SEC’s existing disclosure requirements, the effective date for each amendment will be the effective date of the removal of the disclosure requirement from SEC Regulation S-X or SEC Regulation S-K, with early adoption prohibited. The amendments should be applied prospectively. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. We are evaluating the impact of this standard.

Note 2. Restatement

As disclosed in our 2025 Form 10-K/A for the year ended December 31, 2025, we restated our audited consolidated financial statements for the year ended December 31, 2025, and our unaudited quarterly financial information for each quarter in the year ended December 31, 2025 (the “Affected Periods”), among other periods, and corrected certain other immaterial items that were previously identified and concluded as immaterial, individually and in the aggregate, to its financial statements during the Affected Periods as further described below.

While preparing the first quarter of 2026 consolidated financial statements, management identified an error in our historical consolidated financial statements for the Affected Periods relating to the timing of stock-based compensation expense recognition (the “Error”). In particular, the Company did not apply the proper accounting for changes made in April 2024 to the retirement provision in the Company’s performance stock unit and restricted stock unit award agreements and did not record stock-based compensation expense in the correct periods for retirement eligible employees. As a result of the changes to the stock unit award agreements in April 2024, the stock-based compensation expense for any employee eligible for retirement on or before the grant date should have been accelerated and fully recognized on the grant date. Further, the stock-based compensation expense related to employees expected to become retirement eligible during the vesting period should have been accelerated and recognized from the grant date through the retirement eligible date instead of being recognized over the typical vesting period applicable to other employees. The correction for the Error impacted (i) selling, general and administrative expenses, (ii) accrued and other liabilities, (iii) other long-term liabilities, and (iv) additional paid-in capital.

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Additionally, the Company corrected certain immaterial items that were previously corrected out of period and that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements during the Affected Periods. These items primarily related to (i) revenue and cost of sales being recognized in the wrong period, which also impacted accounts receivable, contract assets, inventory, and other current assets (ii) employee compensation and benefits costs being recorded in the wrong period which also impacted accrued and other liabilities and other long-term liabilities, and (iii) incorrect netting of contract liabilities against contract assets. In addition, the tax effects of these adjustments impacted other current assets and deferred income taxes.

For the three months ended March 29, 2025, the primary impact of the restatement on the unaudited condensed consolidated statements of changes in shareholders’ equity was a decrease to net income and an increase to stock-based compensation of $9.1 million and $10.6 million, respectively.

This Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter ended April 4, 2026 includes the impact of the restatement on the comparative unaudited quarterly financial information for the quarter ended March 29, 2025. In addition, our future Form 10-Qs for subsequent quarterly periods during 2026 will reflect the impact of the restatement in the 2025 comparative prior quarter and year-to-date periods. Certain reclassifications have been made to prior period amounts to conform to the current year’s presentation.

The account balances labeled “As Previous Reported” in the following tables for the quarter ended March 29, 2025 represent the previously reported unaudited balances in our Form 10-Q for the quarter ended March 29, 2025. The effects of the prior period errors on our unaudited condensed consolidated financial statements are as follows (dollars in thousands, except per share data):

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	March 29, 2025
Unaudited Condensed Consolidated Balance Sheet:	As Previously Reported		Adjustments (B)			As Restated
Assets
Current Assets
Cash and cash equivalents	$	30,732	$	—		$	30,732
Accounts receivable, net of allowance for credit losses of $2,122 at March 29, 2025	119,154		(1,307)			117,847
Contract assets	210,897		(434)			210,463
Inventories	197,414		595			198,009
Production cost of contracts	6,699		—			6,699

Other current assets	13,641		714			14,355

Total Current Assets	578,537		(432)			578,105
Property and Equipment, Net of Accumulated Depreciation of $197,524 at March 29, 2025	109,075		—			109,075
Operating Lease Right-of-Use Assets	26,423		—			26,423
Goodwill	244,600		—			244,600
Intangibles, Net	145,403		—			145,403
Deferred Income Taxes	4,245		167		(A)	4,412
Other Assets	20,332		—			20,332
Total Assets	$	1,128,615	$	(265)		$	1,128,350
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	80,290	$	—		$	80,290
Contract liabilities	37,496		—			37,496
Accrued and other liabilities	34,365		(1,677)		(A)	32,688
Operating lease liabilities	8,721		—			8,721
Current portion of long-term debt	12,500		—			12,500

Total Current Liabilities	173,372		(1,677)			171,695
Long-Term Debt, Less Current Portion	229,920		—			229,920
Non-Current Operating Lease Liabilities	19,103		—			19,103

Other Long-Term Liabilities	13,213		2,352		(A)	15,565
Total Liabilities	435,608		675			436,283
Commitments and Contingencies
Shareholders’ Equity
Common Stock - $0.01 par value; 35,000,000 shares authorized; 14,868,305 shares issued and outstanding at March 29, 2025	149		—			149

Additional Paid-In Capital	219,842		17,987		(A)	237,829
Retained Earnings	463,986		(18,927)			445,059
Accumulated Other Comprehensive Income	9,030					9,030
Total Shareholders’ Equity	693,007		(940)			692,067
Total Liabilities and Shareholders’ Equity	$	1,128,615	$	(265)		$	1,128,350

Note A: The correction for the Error impacted (i) accrued and other liabilities by less than $0.1 million, (ii) other long-term liabilities by $1.9 million, and (iii) additional paid-in capital by $18.0 million. The impact to income taxes was immaterial. See description of the Error in the paragraphs above.

Note B: The correction for the other adjustments aside from the Error. Additionally, the impact of the Error and other adjustments on retained earnings. See the paragraphs above for a description of the other adjustments.

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	Three Months Ended March 29, 2025
Unaudited Condensed Consolidated Statement of Income:	As Previously Reported		Adjustments (B)			As Restated
Net Revenues	$	194,114	$	(1,633)		$	192,481
Cost of Sales	142,517		(487)			142,030
Gross Profit	51,597		(1,146)			50,451
Selling, General and Administrative Expenses	34,594		10,456		(A)	45,050
Restructuring Charges	426		—			426
Operating Income	16,577		(11,602)			4,975
Interest Expense	(3,263)		—			(3,263)



Income Before Taxes	13,314		(11,602)			1,712
Income Tax Expense	2,803		(2,493)		(A)	310
Net Income	$	10,511	$	(9,109)		$	1,402
Earnings Per Share
Basic earnings per share	$	0.71				$	0.09
Diluted earnings per share	$	0.69				$	0.09
Weighted-Average Number of Common Shares Outstanding
Basic	14,856					14,856
Diluted	15,177					15,177

Note A: The correction for the Error impacted selling, general and administrative expenses by $10.4 million. The impact to income taxes was immaterial. See description of the Error in the paragraphs above.

Note B: The correction for the other adjustments aside from the Error. See the paragraphs above for a description of the other adjustments.


	Three Months Ended March 29, 2025
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss):	As Previously Reported		Adjustments		As Restated
Net Income	$	10,511	$	(9,109)	$	1,402
Other Comprehensive (Loss) Income, Net of Tax:
Amortization of actuarial losses and prior service costs, net of tax of $6 for the three months ended March 29, 2025.	20		—		20

Change in net unrealized losses on cash flow hedges, net of tax benefit of $715 for the three months ended March 29, 2025.	(2,374)		—		(2,374)
Other Comprehensive Loss, Net of Tax	(2,354)		—		(2,354)
Comprehensive Income (Loss)	$	8,157	$	(9,109)	$	(952)

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	Three Months Ended March 29, 2025
Unaudited Condensed Consolidated Statement of Cash Flows:	As Previously Reported		Adjustments (B)			As Restated
Cash Flows from Operating Activities
Net Income	$	10,511	$	(9,109)	(A)	$	1,402
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and amortization	8,584		—			8,584
Non-cash operating lease cost	2,194		—			2,194



Stock-based compensation expense	5,347		10,387		(A)	15,734
Deferred income taxes	(1,296)		—			(1,296)

Recovery of credit losses	(54)		—			(54)



Other	307		—			307
Changes in Assets and Liabilities:
Accounts receivable	(9,384)		1,308			(8,076)
Contract assets	(10,313)		325			(9,988)
Inventories	(533)		(486)			(1,019)
Production cost of contracts	(16)		—			(16)
Other assets	3,622		(709)			2,913
Accounts payable	4,929		—			4,929
Contract liabilities	3,051		—			3,051
Operating lease liabilities	(1,918)		—			(1,918)
Accrued and other liabilities	(14,260)		(1,716)		(A)	(15,976)
Net Cash Provided by Operating Activities	771		—			771
Cash Flows from Investing Activities
Purchases of property and equipment	(4,815)		—			(4,815)





Net Cash Used in Investing Activities	(4,815)		—			(4,815)
Cash Flows from Financing Activities


Borrowings from senior secured revolving credit facility	15,000		—			15,000
Repayments of senior secured revolving credit facility	(15,000)		—			(15,000)


Repayments of other debt	(96)		—			(96)






Net cash paid upon issuance of common stock under stock plans	(2,267)		—			(2,267)
Net Cash Used in Financing Activities	(2,363)		—			(2,363)
Net Decrease in Cash and Cash Equivalents	(6,407)		—			(6,407)
Cash and Cash Equivalents at Beginning of Period	37,139		—			37,139
Cash and Cash Equivalents at End of Period	$	30,732	$	—		$	30,732

Note A: The correction for the Error impacted (i) selling, general and administrative expenses which impacted net income by $10.4 million, (ii) accrued and other liabilities by less than $0.1 million, and (iii) other long-term liabilities (which is included in accrued and other liabilities above) by less than $0.1 million. See description of the Error in the paragraphs above.

Note B: The correction for the other adjustments aside from the Error. See description of the other adjustments in the paragraphs above.

Note 3. Restructuring Activities

Summary of 2022 Restructuring Plan

In April 2022, management approved and commenced a restructuring plan that is intended to better position us for stronger performance. The restructuring plan will mainly reduce headcount and consolidate facilities. As a result of this restructuring plan, we analyzed the need to write-down inventory and impair long-lived assets, including operating lease right-of-use assets. While we have completed the restructuring plan and recorded all incurred expenses as of December 31, 2025, we will be

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making payments related to such plan during 2026. Cumulative through December 31, 2025, we recorded aggregate total charges of $31.4 million.

In the Electronics Systems segment, we recorded $0.1 million during the three months ended March 29, 2025 for severance and benefits that were classified as restructuring charges. Cumulative through the three months ended March 29, 2025, we recorded total charges for severance and benefits that were classified as restructuring charges, accelerated depreciation of property and equipment that was classified as restructuring charges, charges for inventory write down that was classified as cost of sales, and other restructuring of $9.6 million, $0.3 million, $0.3 million, and $0.2 million, respectively.

In the Structural Systems segment, we recorded (credits) charges of $(0.2) million and $0.5 million during the three months ended March 29, 2025 for severance and benefits that were classified as restructuring charges and other restructuring charges, respectively. Cumulative through the three months ended March 29, 2025, we recorded total charges for severance and benefits that were classified as restructuring charges, accelerated depreciation of property and equipment/impairment of property and equipment that was classified as restructuring charges, charges for inventory write down that was classified as cost of sales, and other restructuring of $7.4 million, $2.0 million, $1.8 million, and $7.9 million, respectively.

Our restructuring activities during the three months ended April 4, 2026 were as follows (in thousands):


	December 31, 2025		Three Months Ended April 4, 2026								April 4, 2026
	Balance		Charges		Cash Payments		Non-Cash Payments		Change in Estimates		Balance
Severance and benefits	$	405	$	—	$	(62)	$	—	$	—	$	343




Other	389		—		(389)		—		—		—
Ending balance	$	794	$	—	$	(451)	$	—	$	—	$	343

The restructuring activities accrual for severance and benefits and other of $0.3 million as of April 4, 2026 was included as part of accrued and other liabilities and is expected to be paid during 2026.

Note 4. Derivative Financial Instruments

Cash Flow Hedges

Our cash flow hedges consist of forward interest rate swaps to manage our exposure to interest rate movements on a portion of our debt through January 1, 2031. Our forward interest rate swaps hedge forecasted transactions through January 1, 2031.

The notional amounts of derivative instruments are as follows:


	(Dollars in thousands)
	April 4, 2026		December 31, 2025
Derivative instruments designated as hedging instruments:
Interest rate contracts	$	150,000	$	150,000

The following table summarizes the fair value and presentation on the unaudited condensed consolidated balance sheets for derivative instruments:


		(Dollars in thousands)
	Balance Sheet Location	April 4, 2026		December 31, 2025
Derivative instruments designated as hedging instruments:
Interest rate contracts	Other assets, current	$	2,878	$	2,547
	Other assets	9,317		9,271

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Accumulated other comprehensive income activities during the three months ended April 4, 2026 were as follows (in thousands):


	December 31, 2025		Three Months Ended April 4, 2026				April 4, 2026
	Balance		Changes in Fair Value Recognized		Reclassifications to Income Statement		Balance
Cash flow hedges, before tax totals	$	11,543	$	1,380	$	(752)	$	12,171

Unrealized (losses) gains associated with our hedging transactions recognized in other comprehensive income are presented in the following table:


	(Dollars in thousands) Three Months Ended
	April 4, 2026		March 29, 2025
Change in Other Comprehensive Income:
Interest rate contracts	$	481	$	(2,374)

We began reclassifying gains/losses associated with our cash flow hedges from accumulated other comprehensive income to the condensed statements of income when the Forward Interest Rate Swaps became effective as of January 1, 2024. We reclassify amounts to income as the hedged item impacts earnings and those amounts are presented in the following table:


	(Dollars in thousands) Three Months Ended
	April 4, 2026		March 29, 2025
Interest rate contracts:
Interest expense	$	752	$	948

The pre-tax deferred gains recorded in other comprehensive income that will mature in the next 12 months total $2.9 million.

Note 5. Inventories

Inventories consisted of the following:


	(Dollars in thousands)
	April 4, 2026		December 31, 2025
Raw materials and supplies	$	161,894	$	158,406
Work in process	20,217		19,613
Finished goods	4,158		4,769


Total	$	186,269	$	182,788

Note 6. Goodwill

We perform our annual goodwill impairment test as of the first day of the fourth fiscal quarter. If certain factors occur, including significant under performance of our business relative to expected operating results, significant adverse economic and industry trends, significant decline in our market capitalization for an extended period of time relative to net book value, a decision to divest individual businesses within a reporting unit, or a decision to group individual businesses differently, we may be required to perform an interim impairment test prior to the fourth quarter.

We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment. The qualitative approach for potential impairment analysis is performed by evaluating a number of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit was less than its carrying amount. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment.

The quantitative approach for potential impairment analysis is performed by comparing the fair value of a reporting unit to its carrying value, including goodwill. Fair value is estimated by management using a combination of the income approach (which

is based on a discounted cash flow model) and market approach. Management’s cash flow projections include significant judgments and assumptions, including the amount and timing of expected cash flows, long-term growth rates, and discount rates. The cash flows used in the discounted cash flow model are based on our best estimate of future revenues, gross margins, and adjusted after-tax earnings. If any of these assumptions are incorrect, it will impact the estimated fair value of a reporting unit. The market approach also requires management judgment in selecting comparable companies, business acquisitions and the transaction values observed and its related control premiums.

No material adverse factors/changes have occurred since the fourth quarter of 2025 that would require us to perform another qualitative or quantitative assessment as of our quarter ended April 4, 2026. As such, for the first quarter of 2026, it was also not more likely than not that the fair values of the reporting units were less than their carrying amounts and thus, the respective goodwill amounts were not deemed to be impaired.

The carrying amounts of our goodwill were as follows:


	(Dollars in thousands)
	Electronic Systems		Structural Systems		Consolidated Ducommun
Gross goodwill	$	199,157	$	127,165	$	326,322
Accumulated goodwill impairment	(81,722)		—		(81,722)
Balance at December 31, 2025	$	117,435	$	127,165	$	244,600

Balance at April 4, 2026	$	117,435	$	127,165	$	244,600

Note 7. Accrued and Other Liabilities

The components of accrued and other liabilities were as follows:


	(Dollars in thousands)
	April 4, 2026		December 31, 2025
Accrued compensation	$	20,444	$	39,161
Accrued income tax and sales tax	293		353



Accrued litigation settlement costs	—		4,085
Other	7,375		7,472
Total	$	28,112	$	51,071

Note 8. Long-Term Debt

Long-term debt and the current period interest rates were as follows:


	(Dollars in thousands)
	April 4, 2026			December 31, 2025
Term loan	$	198,750		$	200,000
Revolving credit facility	105,000			105,000



Total debt	303,750			305,000
Less current portion	5,000			5,000
Total long-term debt, less current portion	298,750			300,000
Less debt issuance costs - term loan	1,142			1,210
Total long-term debt, net of debt issuance costs - term loan	$	297,608		$	298,790
Debt issuance costs - revolving credit facility (1)	$	2,850		$	3,006
Weighted-average interest rate	5.74		%	6.10		%

(1) Included as part of other assets.

In November 2025, we completed a refinancing of our existing debt by entering into a new term loan (“2025 Term Loan”) and a new revolving credit facility (“2025 Revolving Credit Facility”). The 2025 Term Loan is a $200.0 million senior secured loan that matures in November 2030. The 2025 Revolving Credit Facility is a $450.0 million senior secured revolving credit facility that matures in November 2030. The 2025 Term Loan replaced the 2022 Term Loan (“2022 Term Loan”) which was a $250.0 million senior secured loan. The 2025 Revolving Credit Facility replaced the 2022 Revolving Credit Facility (“2022 Revolving Credit Facility”) which was a $200.0 million senior secured revolving credit facility. The 2025 Term Loan and 2025

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Revolving Credit Facility, collectively are the new credit facilities (“2025 Credit Facilities”). The 2022 Term Loan and 2022 Revolving Credit Facility, collectively were the 2022 credit facilities that were entered into in July 2022 and would have matured in July 2027 (“2022 Credit Facilities”).

The 2025 Term Loan bears interest, at our option, at a rate equal to either (i) Term Secured Overnight Financing Rate (“Term SOFR”) plus an applicable margin ranging from 1.250% to 2.125% per year or (ii) Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50%, [b] Bank of America’s prime rate, and [c] Term SOFR plus 1.00%, and if the Base Rate is less than zero percent, it will be deemed zero percent) plus an applicable margin ranging from 0.250% to 1.125% per year, in each case based upon the consolidated total net adjusted leverage ratio. Interest payments are typically paid either on a monthly or quarterly basis, depending on the interest rate selected, on the last business day each month or quarter. In addition, the terms of the 2025 Term Loan require us to make installment payments of 0.625% of the initial outstanding principal balance on a quarterly basis during years one and two, 1.250% during years three and four, and 1.875% during year five, on the last business day of each calendar quarter. Under the 2025 Term Loan, no quarterly amortization payment was required to be paid during the fourth quarter of 2025, instead, it began in the first quarter of 2026. For the three months ended April 4, 2026 and March 29, 2025, we made the required quarterly amortization payments of $1.3 million and zero, respectively. The required quarterly amortization due on March 31, 2025 was in our second fiscal quarter of 2025.

The 2025 Revolving Credit Facility bears interest, at our option, at a rate equal to either (i) Term SOFR plus an applicable margin ranging from 1.250% to 2.125% per year or (ii) Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50%, [b] Bank of America’s prime rate, and [c] Term SOFR plus 1.00%, and if the Base Rate is less than zero percent, it will be deemed zero percent) plus an applicable margin ranging from 0.250% to 1.125% per year, in each case based upon the consolidated total net adjusted leverage ratio. Interest payments are typically paid either on a monthly or a quarterly basis, depending on the interest rate selected, on the last business day each month or quarter. The undrawn portion of the commitment of the 2025 Revolving Credit Facility is subject to a commitment fee ranging from 0.175% to 0.250%, based upon the consolidated total net adjusted leverage ratio, typically paid on a quarterly basis, on the last business day each quarter. However, the 2025 Revolving Credit Facility does not require any principal installment payments.

In conjunction with the closing of the 2025 Credit Facilities, we utilized the entire $200.0 million of proceeds from the 2025 Term Loan combined with drawing down on the 2025 Revolving Credit Facility to pay off our entire debt balance outstanding of $320.0 million under the 2022 Credit Facilities.

As of April 4, 2026, we had $344.8 million of unused borrowing capacity under the 2025 Revolving Credit Facility, after deducting $0.2 million for standby letters of credit.

As of April 4, 2026, we were in compliance with all covenants required under the 2025 Credit Facilities.

The 2025 Term Loan was considered a modification of debt for some lenders and an extinguishment of debt for other lenders, and thus, a loss of $0.3 million was recorded related to the extinguishment. In addition, the new fees incurred of $1.0 million were capitalized and will be amortized to interest expense over the life of the 2025 Term Loan. Further, the remaining debt issuance costs related to the 2022 Term Loan of $0.2 million as of the modification date will be amortized to interest expense over the life of the 2025 Term Loan, using the effective interest method.

The 2025 Revolving Credit Facility that replaced the 2022 Revolving Credit Facility was considered a modification of debt except for the portion related to the creditors that are no longer a part of the 2025 Revolving Credit Facility and in which case, it was considered an extinguishment of debt. As a result, we expensed the portion of the unamortized debt issuance costs related to the 2022 Revolving Credit Facility that was considered an extinguishment of debt of $0.3 million. In addition, the new fees incurred of $2.6 million as part of the 2025 Revolving Credit Facility were capitalized and will be amortized to interest expense over the life of the 2025 Revolving Credit Facility. Further, the remaining debt issuance costs related to the 2022 Revolving Credit Facility of $0.5 million as of the modification date will also be amortized on a straight-line basis to interest expense over the life of the 2025 Revolving Credit Facility.

The 2025 Credit Facilities were entered into by us (“Parent Company”) and guaranteed by all of our domestic subsidiaries, other than two subsidiaries that were considered minor (“Subsidiary Guarantors”). The Subsidiary Guarantors jointly and severally guarantee the 2025 Credit Facilities. The Parent Company has no independent assets or operations and, therefore, no consolidating financial information for the Parent Company and its subsidiaries is presented.

In November 2021, we entered into U.S. dollar-one month London Interbank Offered Rate (“LIBOR”) forward interest rate swaps designated as cash flow hedges, all with an effective date of January 1, 2024, for an aggregate total notional amount of $150.0 million, weighted average fixed rate of 1.8%, and all terminating on January 1, 2031 (“Forward Interest Rate Swaps”). The Forward Interest Rate Swaps mature on a monthly basis, with fixed amount payer payment dates on the first day of each calendar month, commencing on February 1, 2024 through January 1, 2031. The Forward Interest Rate Swaps were deemed to be highly effective upon entering into the derivative contracts and thus, hedge accounting treatment was utilized. See Note 1 and Note 4 for further information.

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In July 2022, as a result of completing a refinancing of our existing debt by entering into the 2022 Credit Facilities, we were required to complete an amendment of the Forward Interest Rate Swaps (“Amended Forward Interest Rate Swaps”). The Forward Interest Rate Swaps were based on U.S. dollar-one month LIBOR and were amended to be based on one month Term SOFR as borrowings using LIBOR were no longer available under the 2022 Credit Facilities. Since this was an amendment of just the reference rate as a result of the cessation of LIBOR, utilizing the guidance under ASU 2020-04, we determined the Amended Forward Interest Rate Swaps as of the amendment date to continue to be highly effective. The Amended Forward Interest Rate Swaps weighted average fixed rate was 1.7% as a result of the difference between U.S. dollar-one month LIBOR and one month Term SOFR.

Note 9. Indemnifications

We have made guarantees and indemnities under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. Additionally, we indemnify our directors and officers to the maximum extent permitted under the laws of the State of Delaware and have a directors and officers insurance policy that may reduce our exposure in certain circumstances and may enable us to recover a portion of future amounts that may be payable, if any. Moreover, in connection with certain performance center leases, we have indemnified our lessors for certain claims arising from the performance center or the lease.

The duration of the guarantees and indemnities varies and, in many cases, is indefinite but subject to applicable statutes of limitations. The majority of guarantees and indemnities do not provide any limitations on the maximum potential future payments we could be obligated to make. Historically, payments related to these guarantees and indemnities have been immaterial. We estimate the fair value of our indemnification obligations as insignificant based on this history and insurance coverage and have, therefore, not recorded any liability for these guarantees and indemnities in the accompanying unaudited condensed consolidated balance sheets.

Note 10. Income Taxes

The provision for income taxes is determined using an estimated annual effective tax rate. Our effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as expected R&D tax credits, non-deductible book compensation expenses, tax deductions for Foreign Derived Intangible Income, valuation allowances against deferred tax assets, recognition or derecognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where we conduct business. Also, excess tax benefits and tax detriments related to our equity compensation recognized in the unaudited condensed consolidated income statement could result in fluctuations in our effective tax rate period-over-period depending on the volatility of our stock price, number of restricted or performance stock units that vests, and stock options exercised during the period. We recognize deferred tax assets and liabilities, using enacted tax rates, for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities along with net operating loss and tax credit carryovers.

We record a valuation allowance against our deferred tax assets to reduce the net carrying value to an amount that we believe is more likely than not to be realized. When we establish or reduce our valuation allowances against our deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period when that determination is made.

We recorded income tax expense of $1.8 million for the three months ended April 4, 2026 compared to income tax expense of $0.3 million for the three months ended March 29, 2025. The increase in income tax expense for the first quarter of 2026 compared to the first quarter of 2025 was primarily due to higher pre-tax income in the first quarter of 2026 compared to the first quarter of 2025. The increase in income tax expense was partially offset by higher income tax benefits recognized for net tax windfalls related to stock-based compensation in the first quarter of 2026 compared to the first quarter of 2025.

Our total amount of unrecognized tax benefits was $5.3 million and $5.0 million as of April 4, 2026 and December 31, 2025, respectively. If recognized, $3.2 million would affect the effective tax rate. We record interest and penalty charges, if any, related to uncertain tax positions as a component of tax expense and unrecognized tax benefits. The amounts accrued for interest and penalty charges as of April 4, 2026 and December 31, 2025 were not significant.

We file U.S. Federal and state income tax returns. We are subject to examination by the Internal Revenue Service (“IRS”) for tax years after 2021 and by state taxing authorities for tax years after 2020. While we are no longer subject to examination prior to those periods, carryforwards generated prior to those periods may still be adjusted upon examination by the IRS or state taxing authorities if they either have been or will be used in a subsequent period. We believe we have adequately accrued for tax deficiencies or reductions in tax benefits, if any, that could result from the examination and all open audit years.

In July 2025, the U.S. enacted the One Big Beautiful Bill Act (“OBBBA”). Amongst other things, the OBBBA provides for several corporate tax provision changes including restoring the full expensing of qualified property placed in service after

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January 19, 2025, reinstating the immediate expensing of U.S. research and development expenditures paid or incurred for tax years beginning after December 31, 2024, and changes in the computations of U.S. taxation on international earnings for tax years beginning after December 31, 2025. We completed the initial assessment of the OBBBA corporate tax provisions as they relate to our financial statements. The enactment of the OBBBA did not have a material impact to our effective tax rate for the three months ended April 4, 2026. However, we expect the OBBBA to decrease our cash tax liability for 2026. We will continue to evaluate the full impact of the OBBBA corporate tax provision changes as additional guidance becomes available.

Note 11. Commitments and Contingencies

Guaymas Performance Center Fire

Impact to Performance Center. In June 2020, a fire severely damaged our performance center in Guaymas, Mexico, which is part of our Structural Systems segment. There were no injuries, however, property and equipment, inventories, and tooling in this leased facility were damaged. Our Guaymas performance center, comprised of two buildings with an aggregate total of 62,000 square feet, was severely damaged. The insurance claim for damages to our operating assets and business interruption was deemed final and closed by our insurance company during the three months ended July 1, 2023. The loss of production from the Guaymas performance center was absorbed by our other existing performance centers; however, we have reestablished our operations and are in the process of certification with various customers and ramping up our manufacturing capabilities in a different leased facility with 117,000 square feet in Guaymas.

Guaymas Fire Litigation. A neighboring, non-related manufacturing facility also suffered fire damage during the same time as the fire that severely damaged our Guaymas performance center, and in November 2023, the occupant of the neighboring facility filed suit against us in U.S. District Court for the Central District of California (the “District Court”) seeking unspecified amounts for damages relating to the fire (“Guaymas Fire Litigation”). Subsequent to our quarter ended September 27, 2025, on October 3, 2025, we entered into a binding settlement term sheet (the “Term Sheet”) to resolve the Guaymas Fire Litigation against us. The Term Sheet provides for, among other things, the final dismissal of the Guaymas Fire Litigation against us with prejudice and a release of claims against us in exchange for us issuing a payment of $150.0 million, $56.0 million of which we expected at that time to be funded by our insurance carriers. The Term Sheet also included a mutual release of all the plaintiff’s past, present, and future claims arising from the fire and an indemnification in favor of us from any future subrogation claims that may be brought by the plaintiff’s insurers. Thereafter, on October 17, 2025, we entered into a settlement agreement that memorialized the terms set forth in and superseded the Term Sheet.

We recorded the litigation settlement costs of $150.0 million, which was included as part of the operating loss, and the related accrual which is included as part of accrued and other liabilities during the three months ended September 27, 2025 as such conditions existed as of the end of our fiscal third quarter. In addition, we recorded an insurance receivable of $56.0 million related to the Guaymas Fire Litigation and included as other current assets and on the same line as the litigation settlement costs as the determination that the insurance recovery receivable was probable of collection was based on the terms of the applicable insurance policies, settlement agreement, and communications with our insurance carriers. Our insurance carriers made payments directly to the plaintiff totaling $56.0 million, and on November 24, 2025, we made a payment to the plaintiff of $94.0 million and thus, the $150.0 million settlement liability was extinguished as of December 31,2025.

Subrogation Claims. Subsequent to our quarter ended September 27, 2025, on October 9, 2025, we also settled an ancillary subrogation claim for $1.4 million. We recorded the litigation settlement costs of $1.4 million, which was included as part of the operating loss, and the related accrual which was included as part of accrued and other liabilities during the three months ended September 27, 2025 as such conditions existed as of the end of our fiscal third quarter. Thereafter, on October 24, 2025, we entered into a settlement agreement that memorialized the terms agreed to on October 9, 2025. We made the $1.4 million payment to the plaintiff during the three months ended December 31, 2025. Further, in connection with the Guaymas Fire Litigation, in July 2024, we received a subrogation demand (“Additional Subrogation Claim”) from our landlord’s insurer. Subsequent to the fiscal year ended December 31, 2025, on January 7, 2026, we entered into a binding confidential agreement, (“Settlement Agreement”) to resolve the Additional Subrogation Claim against us. The Settlement Agreement provides for, among other things, the final dismissal of the Additional Subrogation Claim and a release of all claims against us, with prejudice, in exchange for us issuing a payment of $4.0 million. We recorded this litigation settlement cost, which was included as part of operating loss, and the related accrual, which was included as part of accrued and other liabilities as of December 31, 2025 as such conditions existed as of our fiscal year ended December 31, 2025. We made a payment of $4.0 million on January 14, 2026. While we do not believe there are any remaining subrogation or other claims relating to the Guaymas fire at this time, other than by an insurer of the plaintiff in the Guaymas Fire Litigation based in Mexico for payments issued to its insured for damages allegedly incurred in the Guaymas fire, and which we believe to be time barred, it is possible that we may face additional subrogation claims associated with the Guaymas Fire Litigation in the future.

Our insurance covers damage, up to a capped amount, to the facility, equipment, unfinished inventory, and other assets at replacement cost, finished goods inventory at selling price, as well as business interruption, third party property damage, and

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recovery related expenses caused by the fire, less our per claim deductible. The anticipated insurance recoveries related to losses and incremental costs incurred are recognized when receipt is probable. The anticipated insurance recoveries in excess of net book value of the damaged operating assets and business interruption are not recorded until all contingencies related to our claim have been resolved.

Groundwater

Structural Systems has been directed by California environmental agencies to investigate and take corrective action for groundwater contamination at our facilities located in El Mirage and Monrovia, California. Based on currently available information, we have established an accrual for the estimated liability for such investigation and corrective action of $1.5 million at both April 4, 2026 and December 31, 2025, which is reflected in other long-term liabilities on our unaudited condensed consolidated balance sheets.

Waste Disposal

Structural Systems also faces liability as a potentially responsible party for hazardous waste disposed at landfills located in Casmalia and West Covina, California. Structural Systems and other companies and government entities have entered into consent decrees with respect to these landfills with the United States Environmental Protection Agency and/or California environmental agencies under which certain investigation, remediation and maintenance activities are being performed. Based on currently available information, we preliminarily estimate that the range of our future liabilities in connection with the landfill located in West Covina, California is between $0.4 million and $3.1 million. We have established an accrual for the estimated liability in connection with the West Covina landfill, which had a balance of $0.4 million as of both April 4, 2026 and December 31, 2025, which is reflected in other long-term liabilities on our unaudited condensed consolidated balance sheets. We anticipate an updated estimate will be available over the next 12 to 24 months however, and will update our accrual for the estimated liability at that time, if needed. Our ultimate liability in connection with these matters will depend upon a number of factors, including changes in existing laws and regulations, the design and cost of construction, operation and maintenance activities related to a final remedy, and the allocation of liability among potentially responsible parties.

In the normal course of business, Ducommun and its subsidiaries are defendants in certain other litigation, claims and inquiries, including matters relating to environmental laws. In addition, Ducommun makes various commitments and incurs contingent liabilities in the ordinary course of business. While it is not feasible to predict the outcome of these matters, Ducommun does not presently expect that any sum it may be required to pay in connection with these matters would have a material adverse effect on its unaudited condensed consolidated financial position, results of operations or cash flows.

Note 12. Business Segment Information

We supply products and services primarily to the aerospace and defense industries. Our subsidiaries are organized into two strategic businesses, Electronic Systems and Structural Systems, each of which is an operating segment as well as a reportable segment. Electronic Systems designs, engineers and manufactures high-reliability electronic and electromechanical products used in worldwide technology-driven markets including A&D and Industrial end-use markets. Structural Systems designs, engineers and manufactures large, complex contoured aerostructure components and assemblies and supplies composite and metal bonded structures and assemblies.

Our chief operating decision maker (“CODM”) is the Chairman, President and Chief Executive Officer. The measure used by the CODM to assess segment performance is segment operating income. Monitoring of segment operating income budgeted versus actual results is used for assessing performance of the segment and in establishing management’s compensation.

Financial information by reportable segment was as follows:

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	(Dollars in thousands) Three Months Ended
	April 4, 2026						March 29, 2025
	Electronic Systems		Structural Systems		Total		Electronic Systems		Structural Systems		Total
							(As restated)		(As restated)		(As restated)
Consolidated Net Revenues	$117,590		$91,432		$209,022		$109,065		$83,416		$192,481
Less: Significant Expenses
Cost of sales	82,771		70,018				80,785		61,245
Selling, general and administrative expenses	11,895		10,976				10,740		11,916
Restructuring charges	—		—				90		336


Segment Operating Income	$	22,924	$	10,438	33,362		$	17,450	$	9,919	27,369

Reconciliation of Profit or Loss (Segment Operating Income)
Unallocated Amounts:
Corporate general and administrative expenses (1)					(17,642)						(22,394)



Operating Income					15,720						4,975
Interest Expense					(4,010)						(3,263)


Income Before Taxes					$	11,710					$	1,712

(1) Includes costs not allocated to either the Electronic Systems or Structural Systems operating segments.

Additional financial information by reportable segment was as follows:


	(Dollars in thousands) Three Months Ended
	April 4, 2026		March 29, 2025
Depreciation and Amortization Expenses
Electronic Systems	$	3,584	$	3,566
Structural Systems	4,559		4,916
Corporate Administration	95		102
Total Depreciation and Amortization Expenses	$	8,238	$	8,584
Capital Expenditures
Electronic Systems	$	886	$	2,265
Structural Systems	1,475		2,114
Corporate Administration	219		13
Total Capital Expenditures	$	2,580	$	4,392

Segment assets include assets directly identifiable with each segment. Corporate assets include assets not specifically identified with a business segment, including cash. The following table summarizes our segment assets:


	(Dollars in thousands)
	April 4, 2026		December 31, 2025
Total Assets
Electronic Systems	$	560,106	$	561,954
Structural Systems	545,132		538,109
Corporate Administration	80,095		86,352
Total Assets	$	1,185,333	$	1,186,415
Goodwill and Intangibles
Electronic Systems	$	152,316	$	154,638
Structural Systems	220,940		222,801
Total Goodwill and Intangibles	$	373,256	$	377,439

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Restatement of Previously Issued Financial Statements

As disclosed in our Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K/A”), we restated our audited consolidated financial statements for the year ended December 31, 2025, and our unaudited quarterly financial information for each quarter in the year ended December 31, 2025 (the “Affected Periods”), among other periods, and corrected certain other immaterial items that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements during the Affected Periods as further described below.

Additionally, the Company also corrected certain items that were previously corrected out of period and that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements during the Affected Periods. These items primarily related to (i) revenue and cost of sales being recognized in the wrong period, which also impacted accounts receivable, contract assets, inventory, and other current assets (ii) employee compensation and benefits costs being recorded in the wrong period which also impacted accrued and other liabilities and other long-term liabilities, and (iii) incorrect netting of contract liabilities against contract assets. In addition, the tax effects of these adjustments impacted other current assets and deferred income taxes.

See Part I, Item 4 of this Quarterly Report on Form 10-Q for information regarding our controls and procedures.

Overview

Ducommun Incorporated (“Ducommun,” “the Company,” “we,” “us” or “our”) is a leading designer and manufacturer of and provider of manufacturing solutions for high-performance products often used in high-cost-of failure applications primarily in the aerospace and defense (“A&D”), industrial, medical, and other industries (collectively, “Industrial”). We differentiate ourselves as a full-service solution-based provider, offering a wide range of value-added products and services in our primary businesses of electronics, structures and integrated solutions. We operate through two primary business segments: Electronic Systems and Structural Systems, each of which is a reportable segment.

Economic Environment

The Boeing Company

In its 2025 Annual Report on Form 10-K, The Boeing Company (“Boeing”) indicated that in 2025, global air traffic expanded to near historical trend rates on an annual basis. The growth occurred despite a lower than usual contribution from the North America market, which had stagnant demand, particularly in the low-cost space. International demand outpaced domestic demand on an annual basis as the international demand continue to build on the recovery momentum from 2024, including in China, lifting demand for wide-body airplanes. Based on these trends, both single-aisle and wide-body demand remain above current industry supply levels. Overall, Boeing is experiencing strong demand from their airplane customers globally.

Boeing was one of our largest customers in 2025, and the 737 MAX was one of our highest commercial end use market revenue platforms. In early January 2024, the Federal Aviation Administration (“FAA”) initiated an investigation into Boeing’s quality control system, which was followed by the agency announcing actions to increase its oversight of Boeing as well as not approving production rate increases or additional production lines for the 737 MAX until it was satisfied that Boeing attained full compliance with required quality control procedures. Subsequently, in July 2024, Boeing pleaded guilty to conspiracy fraud charges, which may result in additional external oversight on its manufacturing and quality control processes. More recently, Boeing announced that the FAA cleared Boeing’s plan to raise 737 MAX production from 38 airplanes to 42 airplanes per month.

Since Boeing is one of our largest customers, if Boeing is unable to meet the full compliance of the FAA’s required quality control procedures, in the near term, it could have a material adverse impact on our business, results of operations and financial condition.

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Airbus AE

Airbus SE (“Airbus”) is aligned with Boeing’s view on international demand as its Global Services Forecast for Asia-Pacific (including China and India) anticipates that total services demand in the region will grow at a 5.2% compound annual growth rate through 2044, reaching an estimated market value of $138.7 billion. This sustained growth is expected to be underpinned by expanding air traffic and fleet growth. The region is also expected to remain the world’s fastest growing air travel market, with passenger traffic expected to rise by 4.4% annually, well above the global average of 3.6%.

U.S. Government Tariffs

Since February 2025, the U.S. government has issued several executive orders (“Executive Orders”), under various statutes, imposing tariffs on imports from most countries with whom the U.S. engages in trade. As such, during 2025, the United States reached bilateral trade agreements that recognize tariff-free trade of products within the scope of the World Trade Organization Agreement on Trade in Civil Aircraft with the United Kingdom, Japan, and the European Union. Moreover, the United States applies a diverse range of reciprocal tariffs to imports originating from countries that have not concluded bilateral trade agreements with the United States. On February 20, 2026, the U.S. Supreme Court struck down the sweeping tariffs that the U.S. government had imposed through the Executive Orders issued pursuant to International Emergency Economic Powers Act (“IEEPA”) of 1977. However, the U.S. government subsequently imposed a global tariff of 10% (which could potentially increase to 15%) that went into effect on February 24, 2026, and which would be effective for 150 days unless they are extended by the U.S Congress.

If the imposition of current tariff levels is sustained, our profitability, cash flows and the estimates inherent in our financial statements could be negatively affected to the extent we are either unable to claim duty exemptions or are unable to pass on such incremental tariffs to our customers. The actual financial impacts of tariffs are dependent upon various factors, most notably, the scope of goods covered by tariffs, the value of our imports subject to tariffs, the rate of tariffs applied, the timing and duration of tariffs, the implementation of tariff and non-tariff countermeasures by countries subject to U.S. tariffs, and our ability to mitigate the impacts of tariffs by availing ourselves of applicable exemptions. Changes in any of these factors and actual tariff costs incurred could significantly affect the estimates inherent in our financial statements, including those used in our estimates-at-completion (“EACs”), and estimates supporting the recoverability of our inventories, contract assets, intangible assets, and goodwill, and could have a material effect on our results of operations and cash flows in the periods recognized and paid.

U.S. Government Budget

In October 2025, Congress failed to reach an agreement on funding the federal government, resulting in a shutdown until an agreement is reached. This resulted in the disruption of non-essential government services, with over hundreds of thousands of federal employees being furloughed or working without pay.

In November 2025, the U.S. Government enacted a continuing resolution (“CR”) to keep the government funded through January 30, 2026 while Congress works to enact full year fiscal year 2026 (“FY26”) remaining appropriation bills or an additional CR to fund government departments and agencies after January 30, 2026. In addition, on January 7, 2026, President Trump called for increasing the FY27 U.S. military budget to $1.5 trillion, significantly higher than the $901 billion approved by Congress for FY26. However, such increase in the military budget would require congressional authorization.

On February 3, 2026, President Trump signed into law a funding package to end the brief U.S. Government shutdown. The legislation will ensure full year funding for the federal government through the end of September 2026, with the lone exception of funding for the Department of Homeland Security.

U.S. Taxation Legislation

In July 2025, the U.S. enacted the One Big Beautiful Bill Act (“OBBBA”), which, among other things, provides a corporate tax provision change in reinstating the immediate expensing of U.S. research and development expenditures paid or incurred for tax years beginning after December 31, 2024. See Note 10 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further information.

The OBBBA also provides a supplementary $156 billion to the U.S. Department of War (“DoW”) for obligations through 2029.

Executive Order Regarding Modernizing Defense Acquisitions

In April 2025, the U.S. government issued an executive order requiring, among other things, a DoW review of its Major Defense Acquisition Programs to identify those programs that are 15% behind schedule, 15% over budget, unable to meet key performance parameters, or unaligned with the Secretary of Defense’s mission priorities for potential cancellation. Although Ducommun does not, at this time, believe the Executive Order will have a material impact on our business or results of operations, the longer-term ramifications, if any, to Ducommun will depend on a variety of factors including the formulation and implementation of the review criteria in the order, the review timeline, the Secretary of Defense’s mission priorities, and future budget determinations based on the results of such review.

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Guaymas Fire - Developments

Subsequent to December 31, 2025, on January 7, 2026, we entered into a binding confidential agreement (“Confidential Agreement”) to resolve an additional subrogation claim (“Additional Subrogation Claim”) against us related to the Guaymas fire. The Confidential Agreement provides for, among other things, the final dismissal of the Additional Subrogation Claim and a release of all claims against us, with prejudice, in exchange for us issuing a payment of $4.0 million. We do not believe there are any remaining subrogation or other claims relating to the Guaymas fire at this time other than by an insurer of the plaintiff in the Guaymas Fire Litigation based in Mexico for payments issued to its insured for damages allegedly incurred in the Guaymas fire, which we believe to be time barred. See Note 11 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further information.

First quarter 2026 recap:

•Net revenues of $209.0 million

•Net income of $9.9 million, or 4.7% of net revenues, or $0.64 per diluted share

•Adjusted EBITDA of $35.4 million, or 16.9% of net revenues

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Results of Operations

First Quarter of 2026 Compared to First Quarter of 2025 (As Restated)

The following table sets forth net revenues, selected financial data, the effective tax rate and diluted earnings per share:


	(Dollars in thousands, except per share data) Three Months Ended
	April 4, 2026			% of Net Revenues		March 29, 2025			% of Net Revenues
						(As Restated)			(As Restated)
Net Revenues	$	209,022		100.0	%	$	192,481		100.0	%
Cost of Sales	152,789			73.1	%	142,030			73.8	%
Gross Profit	56,233			26.9	%	50,451			26.2	%
Selling, General and Administrative Expenses	40,513			19.4	%	45,050			23.5	%
Restructuring Charges	—			—	%	426			0.2	%

Operating Income	15,720			7.5	%	4,975			2.6	%
Interest Expense	(4,010)			(1.8)	%	(3,263)			(1.6)	%



Income Before Taxes	11,710			5.6	%	1,712			0.9	%
Income Tax Expense	1,794			nm		310			nm
Net Income	$	9,916		4.7	%	$	1,402		0.7	%

Effective Tax Rate	15.3		%	nm		18.1		%	nm
Diluted Earnings Per Share	$	0.64		nm		$	0.09		nm

nm = not meaningful

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Net Revenues by End-Use Market and Operating Segment

Net revenues by end-use market and operating segment during the fiscal three months ended April 4, 2026 and March 29, 2025, respectively, were as follows:


	Three Months Ended
			(Dollars in thousands)				% of Net Revenues
	Change		April 4, 2026		March 29, 2025		April 4, 2026		March 29, 2025
					(As Restated)				(As Restated)
Consolidated Ducommun
Military and space	$	5,437	$	117,633	$	112,196	56.3	%	58.3	%
Commercial aerospace	12,524		83,912		71,388		40.1	%	37.1	%
Industrial	(1,420)		7,477		8,897		3.6	%	4.6	%
Total	$	16,541	$	209,022	$	192,481	100.0	%	100.0	%

Electronic Systems
Military and space	$	5,349	$	89,440	$	84,091	76.1	%	77.1	%
Commercial aerospace	4,596		20,673		16,077		17.6	%	14.7	%
Industrial	(1,420)		7,477		8,897		6.3	%	8.2	%
Total	$	8,525	$	117,590	$	109,065	100.0	%	100.0	%

Structural Systems
Military and space	$	88	$	28,193	$	28,105	30.8	%	33.7	%
Commercial aerospace	7,928		63,239		55,311		69.2	%	66.3	%
Total	$	8,016	$	91,432	$	83,416	100.0	%	100.0	%

Net revenues for the three months ended April 4, 2026 were $209.0 million, compared to $192.5 million for the three months ended March 29, 2025. The year-over-year increase in our key end-use markets were primarily due to the following:

•$12.5 million higher revenues in our commercial aerospace end-use markets due to higher rates on large aircraft and rotary-wing aircraft platforms; and

•$5.4 million higher revenues in our military and space end-use markets due to higher rates on selected fixed-wing aircraft and missiles platforms, partially offset by lower rates on electronic warfare, ground vehicle weapons, and radar platforms.

In addition, revenues for our industrial end-use markets for the three months ended April 4, 2026 decreased $1.4 million compared to the three months ended March 29, 2025, mainly due to timing of orders.

Net Revenues by Major Customers

A significant portion of our net revenues are from our top ten customers as follows:


	Three Months Ended
	April 4, 2026		March 29, 2025
Boeing Company	14.4	%	13.3	%

Lockheed Martin Corporation	3.3	%	6.8	%
Northrop Grumman Corporation	4.9	%	5.2	%
RTX Corporation	18.8	%	17.6	%


Total top ten customers (1)	63.4	%	60.2	%

(1)Includes The Boeing Company (“Boeing”), Lockheed Martin Corporation (“Lockheed”), Northrop Grumman Corporation (“Northrop”), and RTX Corporation (“RTX”) for the three months ended April 4, 2026 and March 29, 2025.

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Boeing, Lockheed, Northrop, and RTX, represented the following percentages of total accounts receivable:


	April 4, 2026		December 31, 2025
Boeing	14.0	%	7.3	%

Lockheed	1.6	%	1.5	%
Northrop	4.5	%	13.3	%
RTX	18.8	%	14.7	%

The net revenues and accounts receivable from Boeing, Lockheed, Northrop, and RTX were diversified over a number of commercial, military and space programs and were generated by both operating segments.

Gross Profit

Gross profit consists of net revenues less cost of sales. Cost of sales includes the cost of production of finished products and other expenses related to inventory management, manufacturing quality, and order fulfillment. Gross profit as a percentage of net revenues increased year-over-year with the three months ended April 4, 2026 of 26.9%, compared to the three months ended March 29, 2025 of 26.2% primarily due to lower other manufacturing costs, favorable product mix, and higher manufacturing volume.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses decreased $4.5 million year-over-year in the three months ended April 4, 2026 compared to the three months ended March 29, 2025, primarily due to lower stock-based compensation expense of $4.4 million.

Restructuring Charges

Restructuring charges decreased $0.4 million year-over-year in the three months ended April 4, 2026, compared to the three months ended March 29, 2025, primarily due to the completion as of December 31, 2025, the previously disclosed restructuring plan that was approved and commenced in April 2022. See Note 3 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further information.

Interest Expense

Interest expense increased $0.7 million year-over-year in the three months ended April 4, 2026, compared to the three months ended March 29, 2025, respectively, primarily due to a higher outstanding debt balance partially offset by lower interest rates.

Income Tax Expense

In July 2025, the U.S. enacted the OBBBA. Amongst other things, the OBBBA provides for several corporate tax provision changes including restoring the full expensing of qualified property placed in service after January 19, 2025, reinstating the immediate expensing of U.S. research and development expenditures paid or incurred for tax years beginning after December 31, 2024, and changes in the computations of U.S. taxation on international earnings for tax years beginning after December 31, 2025. We completed the initial assessment of the OBBBA corporate tax provisions as they relate to our financial statements. The enactment of the OBBBA did not have a material impact to our effective tax rate for the three months ended April 4, 2026. However, we expect the OBBBA to decrease our cash tax liability for 2026. We will continue to evaluate the full impact of the OBBBA corporate tax provision changes as additional guidance becomes available.

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Net Income and Earnings per Share

Net income, net income as a percentage of revenues, and earnings per share for the three months ended April 4, 2026 were $9.9 million, or 4.7% of revenues, or $0.64 per diluted share, respectively, compared to $1.4 million, or 0.7% of revenues, or $0.09 per diluted share, respectively, for the three months ended March 29, 2025. The increase in net income for the three months ended April 4, 2026 compared to the three months ended March 29, 2025 was primarily due to higher gross profit of $5.8 million and lower stock-based compensation expense of $4.3 million discussed above, partially offset by higher income tax expense of $1.5 million discussed above.

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Business Segment Performance

We report our financial performance based upon our two reportable operating segments: Electronic Systems and Structural Systems. The results of operations differ between our reportable operating segments due to differences in competitors, customers, extent of proprietary deliverables and performance. The following table summarizes our business segment performance for the three months ended April 4, 2026 and March 29, 2025:


	Three Months Ended
	%		(Dollars in thousands)				% of Net Revenues
	Change		April 4, 2026		March 29, 2025		April 4, 2026		March 29, 2025
					(As Restated)				(As Restated)
Net Revenues
Electronic Systems	7.8	%	$	117,590	$	109,065	56.3	%	56.7	%
Structural Systems	9.6	%	91,432		83,416		43.7	%	43.3	%
Total Net Revenues	8.6	%	$	209,022	$	192,481	100.0	%	100.0	%
Segment Operating Income
Electronic Systems			$	22,924	$	17,450	19.5	%	16.0	%
Structural Systems			10,438		9,919		11.4	%	11.9	%
			33,362		27,369
Corporate General and Administrative Expenses (1)			(17,642)		(22,394)		(8.4)	%	(11.6)	%
Total Operating (Loss) Income			$	15,720	$	4,975	7.5	%	2.6	%
Adjusted EBITDA
Electronic Systems
Operating Income			$	22,924	$	17,450

Depreciation and Amortization			3,584		3,566
Stock-Based Compensation Expense (2)			102		77
Restructuring Charges			—		90
			26,610		21,183		22.6	%	19.4	%
Structural Systems
Operating Income			10,438		9,919

Depreciation and Amortization			4,559		4,916
Stock-Based Compensation Expense (3)			82		179
Restructuring Charges			—		336



			15,079		15,350		16.5	%	18.4	%
Corporate General and Administrative Expenses (1)
Operating Loss			(17,642)		(22,394)

Depreciation and Amortization			95		102
Stock-Based Compensation Expense (4)			11,235		15,478




			(6,312)		(6,814)
Adjusted EBITDA			$	35,377	$	29,719	16.9	%	15.4	%



Capital Expenditures
Electronic Systems			$	886	$	2,265
Structural Systems			1,475		2,114
Corporate Administration			219		13
Total Capital Expenditures			$	2,580	$	4,392

(1)Includes costs not allocated to either the Electronic Systems or Structural Systems operating segments.

(2)The three months ended April 4, 2026 and March 29, 2025 each included less than $0.1 million of stock-based compensation expense recorded as cost of sales.

(3)The three months ended April 4, 2026 and March 29, 2025 included less than $0.1 million and $0.2 million, respectively, of stock-based compensation expense recorded as cost of sales.

(4)The three months ended April 4, 2026 and March 29, 2025 included $0.3 million and $0.6 million, respectively, of stock-based compensation expense for awards with both performance and market conditions that will be settled in cash.

Electronic Systems

Electronic Systems net revenues in the three months ended April 4, 2026 compared to the three months ended March 29, 2025 increased $8.5 million primarily due to the following in our key end-use markets:

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•$5.3 million higher revenues in our military and space end-use markets due to higher rates on selected fixed-wing aircraft and missile platforms, partially offset by lower rates on electronic warfare and radar platforms; and

•$4.6 million higher revenues in our commercial aerospace end-use markets due to higher rates on other commercial aerospace and large aircraft platforms.

In addition, revenues for our industrial end-use markets for the three months ended April 4, 2026 decreased $1.4 million compared to the three months ended March 29, 2025 mainly due to timing of orders.

Electronic Systems segment operating income in the three months ended April 4, 2026 compared to the three months ended March 29, 2025 increased $5.5 million primarily due to favorable product mix, higher manufacturing volume, and lower other manufacturing costs.

Structural Systems

Structural Systems net revenues in the three months ended April 4, 2026 compared to the three months ended March 29, 2025 increased $8.0 million primarily due to the following:

•$7.9 million higher revenues in our commercial aerospace end-use markets due to due to higher rates on large aircraft and rotary-wing aircraft platforms; and

•$0.1 million higher revenues in our military and space end-use markets due to higher rates on selected missile platforms, partially offset by lower rates on selected rotary-wing aircraft platforms.

The Structural Systems segment operating income in the three months ended April 4, 2026 compared to the three months ended March 29, 2025 increased $0.5 million primarily due to lower other manufacturing costs, partially offset by unfavorable product mix.

In June 2020, a fire severely damaged our performance center in Guaymas, Mexico, which is part of our Structural Systems segment. The loss of production from the Guaymas performance center was absorbed by our other existing performance centers, however, we have reestablished our operations and are in the process of certification with various customers and ramping up our manufacturing capabilities in a different leased facility in Guaymas. We have insurance coverage up to a capped amount, less our deductible. The insurance claim for damages to our operating assets and business interruption was deemed final and closed by our insurance company during the three months ended July 1, 2023.

A neighboring, non-related manufacturing facility, also suffered fire damage during the same time as the fire that severely damaged our Guaymas performance center and, in November 2023, the occupant of the neighboring facility filed suit against us in U.S. District Court for the Central District of California seeking unspecified amounts for damages relating to the fire. Subsequent to our quarter ended September 27, 2025, on October 3, 2025, we entered into a binding settlement term sheet (the “Term Sheet”) to resolve the Guaymas fire litigation against us. The Term Sheet provides for, among other things, the final dismissal of the Guaymas fire litigation against us with prejudice and a release of claims against us in exchange for us issuing a payment of $150.0 million, $56.0 million of which is expected to be funded by our insurance carriers. Also subsequent to our quarter ended September 27, 2025, on October 9, 2025, we settled an ancillary subrogation claim related to the fire for $1.4 million. Further, subsequent to the fiscal year ended December 31, 2025, on January 7, 2026, we settled another ancillary subrogation claim related to the fire for $4.0 million. See Note 11 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further information.

Corporate General and Administrative (“CG&A”) Expenses

CG&A expenses decreased $4.8 million for the three months ended April 4, 2026 compared to the three months ended March 29, 2025, primarily due to lower stock-based compensation expense of $4.2 million.

Non-GAAP Financial Measures

Adjusted earnings before interest, taxes, depreciation, amortization, stock-based compensation expense, and restructuring charges (“Adjusted EBITDA”) were $35.4 million and $29.7 million for the three months ended April 4, 2026 and March 29, 2025, respectively.

When viewed with our financial results prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and accompanying reconciliations, we believe Adjusted EBITDA provides additional useful information that clarifies and enhances the understanding of the factors and trends affecting our past performance and future prospects. We define this measure, explain how it is calculated and provide a reconciliation of this measure to the most comparable GAAP measure in the table below. Adjusted EBITDA and the related financial ratios, as presented in this Quarterly Report on Form 10-Q (“Form 10-Q”), are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. They are not a measurement of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP, or as an alternative to net cash provided by operating activities as measures of our liquidity. The presentation of these measures should not be interpreted to mean that our future results will be unaffected by unusual or nonrecurring items.

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We use Adjusted EBITDA as a non-GAAP operating performance measure internally as a complementary financial measure to evaluate the performance and trends of our businesses. We present Adjusted EBITDA and the related financial ratios, as applicable, because we believe that measures such as these provide useful information with respect to our ability to meet our operating commitments.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

•It does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;

•It does not reflect changes in, or cash requirements for, our working capital needs;

•It does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

•It is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

•It does not reflect the impact on earnings of charges resulting from matters unrelated to our ongoing operations; and

•Other companies in our industry may calculate Adjusted EBITDA differently from us, limiting its usefulness as a comparative measure.

As a result of these limitations, Adjusted EBITDA and the related financial ratios should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information. See our unaudited condensed consolidated financial statements contained in this Form 10-Q.

Even with the limitations above, we believe that Adjusted EBITDA is useful to an investor in evaluating our results of operations as this measure:

•Is widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such terms, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

•Helps investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating performance; and

•Is used by our management team for various other purposes in presentations to our Board of Directors as a basis for strategic planning and forecasting.

The following financial items have been added back to or subtracted from our net income when calculating Adjusted EBITDA:

•Interest expense may be useful to investors for determining current cash flow;

•Income tax expense may be useful to investors because it represents the taxes which may be (receivable) payable for the period and the change in deferred taxes during the period, and may (increase) reduce cash flow available for use in our business;

•Depreciation may be useful to investors because it generally represents the wear and tear on our property and equipment used in our operations;

•Amortization expense may be useful to investors because it represents the estimated attrition of our acquired customer base and the diminishing value of product rights;

•Stock-based compensation may be useful to our investors for determining current cash flow; and

•Restructuring charges may be useful to our investors in evaluating our core operating performance.

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Reconciliations of net income to Adjusted EBITDA and the presentation of Adjusted EBITDA as a percentage of net revenues were as follows:


	(Dollars in thousands)
	Three Months Ended
	April 4, 2026			March 29, 2025
				(As Restated)
Net income	$	9,916		$	1,402
Interest expense	4,010			3,263

Income tax expense	1,794			310
Depreciation	3,943			4,277
Amortization	4,295			4,307
Stock-based compensation expense (1)	11,419			15,734

Restructuring charges	—			426











Adjusted EBITDA	$	35,377		$	29,719
Net income as a % of net revenues	4.7		%	0.7		%
Adjusted EBITDA as a % of net revenues	16.9		%	15.4		%

(1) The three months ended April 4, 2026 and March 29, 2025 included $0.3 million and $0.6 million, respectively, of stock-based compensation expense for awards with both performance and market conditions that will be settled in cash. The three months ended April 4, 2026 and March 29, 2025 included $0.1 million and less than $0.1 million, respectively, of stock-based compensation expense recorded as cost of sales.

Remaining Performance Obligations

Under generally accepted accounting principles (“GAAP”) of the United States, Accounting Standards Codification 606 (“ASC 606”), we define performance obligations as customer placed purchase orders (“PO”) with firm fixed price and firm delivery dates. The unrecognized revenue on POs are the remaining performance obligations (“RPO”). POs are subject to delivery delays or program cancellations, which are beyond our control. As such, RPO is affected by timing differences in the placement of customer orders and tends to be concentrated in several programs to a greater extent than our net revenues.


	(Dollars in thousands)
	Change		April 4, 2026		December 31, 2025
Consolidated Ducommun
Military and space	$	(13,907)	$	678,812	$	692,719
Commercial aerospace	(20,262)		381,912		402,174
Industrial	1,859		13,006		11,147
Total	$	(32,310)	$	1,073,730	$	1,106,040
Electronic Systems
Military and space	$	4,072	$	496,316	$	492,244
Commercial aerospace	7,007		56,542		49,535
Industrial	1,859		13,006		11,147
Total	$	12,938	$	565,864	$	552,926
Structural Systems
Military and space	(17,979)		$	182,496	$	200,475
Commercial aerospace	(27,269)		325,370		352,639
Total	$	(45,248)	$	507,866	$	553,114

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Liquidity and Capital Resources

Available Liquidity

Total debt, the weighted-average interest rate, cash and cash equivalents and available credit facilities were as follows:


	(Dollars in millions)
	April 4,			December 31,
	2026			2025
Total debt, including long-term portion	$	303.8		$	305.0
Weighted-average interest rate on debt	5.74		%	6.10		%
Term Loan interest rate	5.40		%	5.81		%

Cash and cash equivalents	$	39.1		$	45.3
Unused Revolving Credit Facility	$	344.8		$	344.8

Credit Facilities

On November 24, 2025, we completed a refinancing of our existing debt by entering into a new senior secured term loan (“2025 Term Loan”) and a new revolving credit facility (“2025 Revolving Credit Facility”). The 2025 Term Loan is a $200.0 million senior secured loan that matures in November 2030. The 2025 Revolving Credit Facility is a $450.0 million senior secured revolving credit facility that matures on November 24, 2030. The 2025 Term Loan replaced the 2022 Term Loan (“2022 Term Loan”) which was a $250.0 million senior secured loan. The 2025 Revolving Credit Facility replaced the 2022 Revolving Credit Facility (“2022 Revolving Credit Facility”) which was a $200.0 million senior secured revolving credit facility. The 2025 Term Loan and 2025 Revolving Credit Facility, collectively are the new credit facilities (“2025 Credit Facilities”). The 2022 Term Loan and 2022 Revolving Credit Facility, collectively were the 2022 credit facilities that were entered into in July 2022 and would have matured in July 2027 (“2022 Credit Facilities”). The terms of the 2025 Term Loan require us to make installment payments of 0.625% of the initial outstanding principal balance on a quarterly basis during years one and two, 1.250% during years three and four, and 1.875% during year five, on the last business day of each calendar quarter. The terms of the 2025 Revolving Credit Facility do not require us to make installment payments. However, the undrawn portion of the commitment of the 2025 Revolving Credit Facility is subject to a commitment fee ranging from 0.175% to 0.250%, based upon the consolidated total net adjusted leverage ratio. As of April 4, 2026, we were in compliance with all covenants required under the 2025 Credit Facilities. See Note 8 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further information.

For the three months ended April 4, 2026 and March 29, 2025, we made the required quarterly amortization payments of $1.3 million and zero, respectively. The required quarterly amortization due on March 31, 2025 was in our second fiscal quarter of 2025. We made no voluntary prepayments on our term loans during each of the three months ended April 4, 2026 and March 29, 2025.

Subrogation Claim

Subsequent to the fiscal year ended December 31, 2025, on January 7, 2026, we entered into a binding confidential agreement, (“Settlement Agreement”) to resolve the Additional Subrogation Claim against us. The Settlement Agreement provides for, among other things, the final dismissal of the Additional Subrogation Claim and a release of all claims against us, with prejudice, in exchange for us issuing a payment of $4.0 million. We made the $4.0 million payment on January 14, 2026. See Note 11 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further information.

Derivatives

In November 2021, we entered into U.S. dollar-one month London Interbank Offered Rate (“LIBOR”) forward interest rate swaps designated as cash flow hedges, all with an effective date of January 1, 2024, for an aggregate total notional amount of $150.0 million, weighted average fixed rate of 1.8%, and all terminating on January 1, 2031 (“Forward Interest Rate Swaps”). The Forward Interest Rate Swaps mature on a monthly basis, with fixed amount payer payment dates on the first day of each calendar month, commencing on February 1, 2024 through January 1, 2031. Thus, the interest rate is fixed on $150 million of our debt. See Note 1, Note 4, and Note 8 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further information.

In July 2022, as a result of completing a refinancing of our existing debt, we were required to complete an amendment of the Forward Interest Rate Swaps (“Amended Forward Interest Rate Swaps”). The Forward Interest Rate Swaps were based on U.S. dollar-one month LIBOR and were amended to be based on one month Term Secured Overnight Financing Rate (“SOFR”) as borrowings using LIBOR were no longer available under the 2022 Credit Facilities. The Amended Forward Interest Rate Swaps weighted average fixed rate is 1.7%, as a result of the difference between U.S. dollar-one month LIBOR and one month Term

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SOFR. See Note 1, Note 4, and Note 8 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for further information.

Capital Expenditures

We expect to spend a total of $20.0 million to $24.0 million for capital expenditures in 2026 financed by cash generated from operations, principally to support new contract awards in Electronic Systems and Structural Systems. As part of our strategic plan to become a supplier of higher-level assemblies and win new contract awards, additional up-front investment in tooling will be required for newer programs which have higher engineering content and higher levels of complexity in assemblies.

Transaction Activity

We believe the ongoing aerospace and defense subcontractor consolidation makes acquisitions an increasingly important component of our future growth. We will continue to make prudent acquisitions and capital expenditures for manufacturing equipment and facilities to support long-term contracts for commercial and military aircraft and defense programs.

Properties

We monitor our asset base, including the market dynamics of the properties we own, and we may sell such properties and/or enter into sale-leaseback transactions. Such transactions would provide cash for various capital deployment options.

Short Term Liquidity

We continue to depend on operating cash flow and the availability of our 2025 Credit Facilities to provide short-term liquidity. Cash generated from operations and bank borrowing capacity is expected to provide sufficient liquidity to meet our obligations during the next twelve months from the date of issuance of these financial statements.

Cash Flow Summary

Net cash provided by operating activities for the three months ended April 4, 2026 was $11.2 million compared to $0.8 million for the three months ended March 29, 2025. The higher net cash provided by operating activities during the first three months of 2026 was mainly due to higher net income and higher contract liabilities as a result of higher progress payments, partially offset by lower accrued and other liabilities and higher accounts receivable.

Net cash used in investing activities was $2.9 million for the three months ended April 4, 2026, compared to $4.8 million in the three months ended March 29, 2025. The lower net cash used in investing activities during the first three months of 2026 was mainly due to lower purchases of property and equipment.

Net cash used in financing activities was $14.5 million for the three months ended April 4, 2026, compared to $2.4 million for the three months ended March 29, 2025. The higher net cash used in financing activities during the first three months of 2026 was mainly due to higher net cash paid upon issuance of common stock under stock plans related to the release of vested performance stock units and higher stock options exercised, both of which are net settled.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist of operating and finance leases not recorded as a result of the practical expedients utilized, right of offset of industrial revenue bonds and associated failed sales-leasebacks on property and equipment, and indemnities, none of which we believe may have a material current or future effect on our financial condition, liquidity, capital resources, or results of operations.

Critical Accounting Policies

The preparation of our unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires estimation and judgment that affect the reported amounts of net revenues, expenses, assets and liabilities. For a description of our critical accounting policies, please refer to “Critical Accounting Policies” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K/A. There have been no material changes in any of our critical accounting policies during the three months ended April 4, 2026.

Recent Accounting Pronouncements

See “Part I, Item 1. Ducommun Incorporated and Subsidiaries—Notes to Condensed Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Recent Accounting Pronouncements” for further information.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our main market risk exposure relates to changes in U.S. interest rates on our outstanding long-term debt. At April 4, 2026, we had total borrowings of $303.8 million under our 2025 Credit Facilities.

A hypothetical 10% increase or decrease in the interest rate would have an immaterial impact on our financial condition and results of operations.

Item 4. Controls and Procedures

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 April 4, 2026 due to the existence of 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, is in the process of designing and implementing a remediation plan in response to the identified material weakness described above. Specifically, the Company will design and implement a review over any changes to employee stock award plan documents and determine the appropriate accounting treatment of the revised terms and conditions.

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 and strengthen its internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no 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 April 4, 2026.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 11 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for a description of our legal proceedings.

Item 1A. Risk Factors

See Part I, Item 1A of our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K/A”) for a discussion of our risk factors. There have been no material changes during the three months ended April 4, 2026 to the risk factors disclosed in our 2025 Form 10-K/A for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit

No. Description

3.1 Restated Certificate of Incorporation filed with the Delaware Secretary of State on May 29, 1990. Incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended December 31, 1990.

3.2 Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on May 27, 1998. Incorporated by reference to Exhibit 3.2 to Form 10-K for the year ended December 31, 1998.

3.3 Amended and Restated Bylaws of Ducommun Incorporated, dated as of November 5, 2024. Incorporated by reference to Exhibit 3.1 to Form 8-K filed on November 7, 2024.

*10.1 Form of Performance Stock Unit Agreement for 202 6 and after.

*10.2 Form of Revenue Performance Stock Unit Agreement for 202 6 and after.

31.1 Certification of Principal Executive Officer.

31.2 Certification of Principal Financial Officer.

32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS Inline XBRL Instance Document with Embedded Linkbase Documents - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________________

* Indicates an executive compensation plan or arrangement.

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SIGNATURES

Pursuant to the requirements 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.


		DUCOMMUN INCORPORATED
		(Registrant)

Date: May 12, 2026	By:	/s/ Stephen G. Oswald
		Stephen G. Oswald
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)

Date: May 12, 2026	By:	/s/ Suman B. Mookerji
		Suman B. Mookerji
		Senior Vice President, Chief Financial Officer
		(Principal Financial and Principal Accounting Officer)

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Date	Price Target	Rating	Analyst
12/12/2025	$110.00	Buy	Citigroup
12/31/2024	$60.00 → $72.00	Outperform	RBC Capital Mkts
8/13/2024	$64.00 → $80.00	Neutral → Buy	Goldman
8/14/2023	$52.00	Neutral	Goldman
7/6/2023	$65.00	Buy	Citigroup
10/22/2021	$62.00	Outperform	RBC Capital

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