PLEXUS CORP - Quarter Report: 2025 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________________________________________________________

FORM

____________________________________________________________________________________________________________________________________

(Mark One)


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

For the quarterly period ended


						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

____________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in charter)

____________________________________________________________________________________________________________________________________



(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

(Address of principal executive offices) (Zip Code)

Telephone Number ()

(Registrant’s telephone number, including Area Code)

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


Title of each class	Trading Symbol	Name of each exchange on which registered

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. x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x No o

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.

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 ☒

As of July 29, 2025, there were shares of common stock outstanding.

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PLEXUS CORP.

TABLE OF CONTENTS

June 28, 2025



PART I. FINANCIAL INFORMATION			3
ITEM 1. FINANCIAL STATEMENTS (Unaudited)			3
Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Shareholders' Equity			5
Condensed Consolidated Statements of Cash Flows			6
Notes to Condensed Consolidated Financial Statements			7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			19
"Safe Harbor" Cautionary Statement Under the Private Securities Litigation Reform Act of 1995			19
Overview			19
Results of Operations			20
Liquidity and Capital Resources			25
Disclosure About Critical Accounting Estimates			28
New Accounting Pronouncements			28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			28
ITEM 4. CONTROLS AND PROCEDURES			29
PART II. OTHER INFORMATION			30
ITEM 1A. Risk Factors			30
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			30
ITEM 5. Other Information			30
ITEM 6. Exhibits			31
SIGNATURES			32

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

(Unaudited)

Three Months Ended

Nine Months Ended

June 28,
2025

June 29,
2024

June 28,
2025

June 29,
2024

Net sales

Cost of sales

Gross profit

Selling and administrative expenses

Restructuring and other charges, net

Operating income

Other income (expense):

Interest expense

()

Interest income

Miscellaneous, net

()

Income before income taxes

Income tax expense

Net income

Earnings per share:

Basic

Diluted

Weighted average shares outstanding:

Basic

Diluted

Comprehensive income:

Net income

Other comprehensive income (loss):

Derivative instrument and other fair value adjustments

()

Foreign currency translation adjustments

()

Other comprehensive income (loss)

()

Total comprehensive income

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

June 28,
2025

September 28,
2024

ASSETS

Current assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net of allowances of $ and $, respectively

Contract assets

Inventories

Prepaid expenses and other

Total current assets

Property, plant and equipment, net

Operating lease right-of-use assets

Deferred income taxes

Other assets

Total non-current assets

Total assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt and finance lease obligations

Accounts payable

Advanced payments from customers

Accrued salaries and wages

Other accrued liabilities

Total current liabilities

Long-term debt and finance lease obligations, net of current portion

Accrued income taxes payable

Long-term operating lease liabilities

Deferred income taxes

Other liabilities

Total non-current liabilities

Total liabilities

Commitments and contingencies

Shareholders’ equity:

Preferred stock, $ par value, shares authorized, issued or outstanding

Common stock, $ par value, shares authorized, and shares issued, respectively, and and shares outstanding, respectively

Additional paid-in capital

Common stock held in treasury, at cost, and shares, respectively

()

Retained earnings

Accumulated other comprehensive income

Total shareholders’ equity

Total liabilities and shareholders’ equity

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

June 28,
2025

June 29,
2024

June 28,
2025

June 29,
2024

Common stock - shares outstanding

Beginning of period

Exercise of stock options and vesting of other share-based awards

Treasury shares purchased

()

End of period

Total stockholders' equity, beginning of period

Common stock - par value

Beginning of period

Exercise of stock options and vesting of other share-based awards

End of period

Additional paid-in capital

Beginning of period

Share-based compensation expense

Exercise of stock options and vesting of other share-based awards, including tax withholding

()

End of period

Treasury stock

Beginning of period

()

Treasury shares purchased

()

End of period

()

Retained earnings

Beginning of period

Net income

End of period

Accumulated other comprehensive income (loss)

Beginning of period

()

Other comprehensive income (loss)

()

End of period

()

Total stockholders' equity, end of period

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PLEXUS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

Nine Months Ended

June 28,
2025

June 29,
2024

Cash flows from operating activities

Net income

Adjustments to reconcile net income to net cash flows from operating activities:

Depreciation and amortization

Share-based compensation expense and related charges

Asset impairment charges

Deferred income taxes

()

Other, net

()

Changes in operating assets and liabilities, excluding impacts of currency:

Accounts receivable

()

Contract assets

()

Inventories

Other current and non-current assets

()

Accrued income taxes payable

()

Accounts payable

()

Advanced payments from customers

()

Other current and non-current liabilities

()

Cash flows provided by operating activities

Cash flows from investing activities

Payments for property, plant and equipment

()

Other, net

()

Cash flows used in investing activities

()

Cash flows from financing activities

Borrowings under debt agreements

Payments on debt and finance lease obligations

()

Repurchases of common stock

()

Proceeds from exercise of stock options

Payments related to tax withholding for share-based compensation

()

Cash flows used in financing activities

()

Effect of exchange rate changes on cash and cash equivalents

()

Net (decrease) increase in cash and cash equivalents and restricted cash

()

Cash and cash equivalents and restricted cash:

Beginning of period

End of period

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PLEXUS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JUNE 28, 2025 AND JUNE 29, 2024

(Unaudited)

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$ Work-in-process Finished goods Total inventories$ $

million a million, respectively.

% Senior Notes, due June 15, 2025$ $

% Senior Notes, due June 15, 2028

Borrowings under the Credit Facility Finance lease and other financing obligations Unamortized deferred financing fees()()Total obligations Less: current portion()()Long-term debt, finance lease and other financing obligations, net of current portion$ $

As of June 28, 2025, the Company was in compliance with covenants for all debt agreements.

On June 15, 2025, the Company repaid, on maturity, $ million in principal amount of its % Senior Notes.

During the nine months ended June 28, 2025, the highest daily borrowing under the Company's -year senior unsecured revolving credit facility (referred to as the "Credit Facility") was $ million; the average daily borrowings were $ million. During the nine months ended June 29, 2024, the highest daily borrowing was $ million; the average daily borrowings were $ million.

The fair value of the Company’s debt, excluding finance lease and other financing obligations, was $ million and $ million as of June 28, 2025 and September 28, 2024, respectively. The carrying value of the Company's debt, excluding finance lease and other financing obligations, was $ million and $ million as of June 28, 2025 and September 28, 2024, respectively. If measured at fair value in the financial statements, the Company's debt would be classified as Level 1 in the fair value hierarchy. Refer to Note 4, "Derivatives and Fair Value Measurements," for further information regarding the Company's fair value calculations and classifications.

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million of unrealized gains, net of tax, related to cash flow hedges will be reclassified from other comprehensive income (loss) into earnings. Changes in the fair value of the non-designated derivatives related to recognized foreign currency denominated assets and liabilities are recorded in "Miscellaneous, net" in the accompanying Condensed Consolidated Statements of Comprehensive Income.

The Company enters into forward currency exchange contracts for its operations in certain jurisdictions in the AMER and APAC segments on a rolling basis. The Company had cash flow hedges outstanding with a notional value of $ million as of June 28, 2025, and a notional value of $ million as of September 28, 2024. These forward currency contracts fix the exchange rates for the settlement of future foreign currency obligations that have yet to be realized. The total fair value of the forward currency exchange contracts was a $ million asset as of June 28, 2025, and an $ million asset as of September 28, 2024.

The Company had additional forward currency exchange contracts outstanding with a notional value of $ million as of June 28, 2025, and a notional value of $ million as of September 28, 2024. The Company did not designate these derivative instruments as hedging instruments. The net settlement amount (fair value) related to these contracts is recorded on the Condensed Consolidated Balance Sheets as either a current or long-term asset or liability, depending on the term, and as an element of "Miscellaneous, net" in the Condensed Consolidated Statements of Comprehensive Income. The total fair value of these derivatives was a $ million asset as of June 28, 2025, and a $ million asset as of September 28, 2024.

The tables below present information regarding the fair values of derivative instruments and the effects of derivative instruments on the Company’s Condensed Consolidated Financial Statements:

$ Other accrued liabilities$ $

Fair Values of Derivative Instruments (in thousands)

Derivative Assets

Derivative Liabilities

June 28,
2025

September 28,
2024

June 28,
2025

September 28,
2024

Derivatives not designated as hedging instruments

Balance sheet
classification

Fair Value

Balance sheet
classification

Fair Value

Foreign currency forward contracts

Prepaid expenses and other

Other accrued liabilities

$()

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)$()Foreign currency forward contractsSelling and administrative expenses()() $() $()

$()Foreign currency forward contractsSelling and administrative expenses () $

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$ $ $

Fiscal period ended September 28, 2024

DerivativesForeign currency forward contracts$ $ $ $ The fair value of foreign currency forward contracts is determined using a market approach, which includes obtaining directly or indirectly observable values from third parties active in the relevant markets. Inputs in the fair value of the foreign currency forward contracts include prevailing forward and spot prices for currency.

million and $ million, respectively, compared to $ million and $ million for the three and nine months ended June 29, 2024, respectively.

The effective tax rates for the three and nine months ended June 28, 2025 were % and %, respectively, compared to the effective tax rates of % and % for the three and nine months ended June 29, 2024, respectively. The effective tax rates for the three and nine months ended June 28, 2025 were lower than the effective tax rates for the three and nine months ended June 29, 2024 primarily due to an increase in discrete tax benefits of $ million and $ million, respectively. For the three months ended June 28, 2025, the Company released a state valuation allowance of $ million due to a tax law change.

The amount of unrecognized tax benefits recorded for uncertain tax positions increased by $ million for the three months ended June 28, 2025. The Company recognizes accrued interest and penalties on uncertain tax positions as a component of income tax expense. The amount of interest and penalties recorded for the three and nine months ended June 28, 2025 were $ million and $ million, respectively.

Within the next 12 months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce unrecognized tax benefits by approximately $ million, either because the Company’s tax positions are sustained on audit, the Company agrees to their disallowance or the statute of limitations closes. The Company is currently under examination by taxing authorities in the U.S.

The Company maintains valuation allowances when it is more likely than not that all or a portion of a net deferred tax asset will not be realized. During the three months ended June 28, 2025, the Company continued to record a full valuation allowance against its net deferred tax assets in certain jurisdictions within the EMEA and APAC segments and a partial valuation against its net deferred tax assets in certain jurisdictions within the AMER segment, as it was more likely than not that these assets would not be fully realized based primarily on historical performance. The Company will continue to provide a valuation allowance against its net deferred tax assets in each of the applicable jurisdictions going forward until it determines it is more likely than not that the deferred tax assets will be realized.

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$ $ $ Basic weighted average common shares outstanding Dilutive effect of share-based awards and options outstanding Diluted weighted average shares outstanding Earnings per share:Basic$ $ $ $ Diluted$ $ $ $

For the three and nine months ended June 28, 2025 and June 29, 2024, share-based awards for less than million shares were not included in the computation of diluted earnings per share as they were antidilutive awards.

See also Note 12, "Shareholders' Equity," for information regarding the Company's share repurchase plans.

$ $ $ Interest on lease liabilities Operating lease expense Other lease expense Total$ $ $ $

Based on the nature of the right-of-use ("ROU") asset, amortization of finance lease ROU assets, operating lease expense and other lease expense are recorded within either cost of goods sold or selling and administrative expenses and interest on finance lease liabilities is recorded within interest expense on the Condensed Consolidated Statements of Comprehensive Income. Other lease expense includes lease expense for leases with an estimated total term of twelve months or less and variable lease expense related to variations in lease payments as a result of a change in factors or circumstances occurring after the lease possession date.

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$ Operating lease assetsOperating lease right-of-use assets Total lease assets$ $ LIABILITIES AND SHAREHOLDERS' EQUITYCurrent Finance lease liabilitiesCurrent portion of long-term debt and finance lease obligations$ $ Operating lease liabilitiesOther accrued liabilities Non-current Finance lease liabilitiesLong-term debt and finance lease obligations, net of current portion Operating lease liabilitiesLong-term operating lease liabilities Total lease liabilities$ $

million and $ million of compensation expense associated with share-based awards for the three and nine months ended June 28, 2025, respectively, and $ million and $ million for the three and nine months ended June 29, 2024, respectively.

10.

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reportable segments for the three and nine months ended June 28, 2025 and June 29, 2024 is as follows (in thousands):

Three Months Ended

Nine Months Ended

June 28,
2025

June 29,
2024

June 28,
2025

June 29,
2024

Net sales:

AMER

APAC

EMEA

Elimination of inter-segment sales

()

Operating income:

AMER

APAC

EMEA

Corporate and other costs

()

Other income (expense):

Interest expense

()

Interest income

Miscellaneous, net

()

Income before income taxes

11.

months to months. The Company’s obligation is generally limited to correcting, at its expense, any defect by repairing or replacing such defective product. The Company’s warranty generally excludes defects resulting from faulty customer-supplied components, design defects or damage caused by any party or cause other than the Company.

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$ Accruals for warranties issued during the period Settlements (in cash or in kind) during the period()()Reserve balance, end of period$ $

12.

million of its common stock (the "2023 Program"). The 2023 program completed in February 2024. During the nine months ended June 29, 2024, the Company repurchased shares under this program for $ million at an average price of $ per share.

On January 16, 2024, the Company announced a share repurchase program authorized by the Board of Directors under which the Company was authorized to repurchase up to $ million of its common stock (the "2024 Program"). The 2024 Program commenced upon completion of the 2023 Program and was completed in fiscal 2024. During the three months ended June 29, 2024, the Company repurchased shares under this program for $ million at an average price of $ per share. During the nine months ended June 29, 2024, the Company repurchased shares under this program for $ million at an average price of $ per share.

On August 14, 2024, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $ million of its common stock (the "2025 Program"). The 2025 Program became effective upon completion of the 2024 Program and has no expiration. During the three months ended June 28, 2025, the Company purchased shares under this program for $ million at an average price of $ per share. During the nine months ended June 28, 2025, the Company repurchased shares under this program for $ million at an average price of $ per share. The nine months ended June 28, 2025 purchased amounts exclude excise tax on share repurchases of $ million. As of June 28, 2025, $ million of authority remained under the 2025 Program, which has since been fully expended.

On May 14, 2025, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $ million of its common stock (the “2026 Program”). The 2026 Program became effective upon completion of the 2025 Program and has no expiration.

All shares repurchased under the aforementioned programs were recorded as treasury stock.

13.

million. The maximum facility amount under the HSBC RPA is $ million. The MUFG RPA will be automatically extended each year

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days prior notice that the agreement should not be extended. The terms of the HSBC RPA are generally consistent with the terms of the MUFG RPA.

Transfers of receivables under the programs are accounted for as sales and, accordingly, receivables sold under the programs are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows. Proceeds from the transfer reflect the face value of the receivables less a discount. The sale discount is recorded within "Miscellaneous, net" in the Condensed Consolidated Statements of Comprehensive Income in the period of the sale. The Company continues servicing receivables sold and performing all accounts receivable administrative functions, in exchange receives a servicing fee, under both the MUFG RPA and HSBC RPA. Servicing fees related to trade accounts receivable programs recognized during the three and nine months ended June 28, 2025 and June 29, 2024 were not material.

The Company sold $ million and $ million of trade accounts receivable under these programs, or their predecessors, during the three months ended June 28, 2025 and June 29, 2024, respectively, in exchange for cash proceeds of $ million and $ million, respectively.

The Company sold $ million and $ million of trade accounts receivable under these programs, or their predecessors, during the nine months ended June 28, 2025 and June 29, 2024, respectively, in exchange for cash proceeds of $ million and $ million, respectively.

million and $ million, respectively, of accounts receivables sold under trade accounts receivable programs and subject to servicing by the Company remained outstanding.

14.

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$ $ $ Healthcare/Life Sciences Industrial Total net sales$ $ $ $

For both the three and nine months ended June 28, 2025, approximately %, of the Company's revenue was recognized as products and services transferred over time. For both the three and nine months ended June 29, 2024, approximately % of the Company's revenue was recognized as products and services transferred over time.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, contract assets and deferred revenue on the Company’s accompanying Condensed Consolidated Balance Sheets.

Contract Assets: For performance obligations satisfied at a point in time, billing occurs subsequent to revenue recognition, at which point the customer has been billed and the resulting asset is recorded within accounts receivable. For performance obligations satisfied over time as work progresses, the Company has an unconditional right to payment, which results in the recognition of contract assets.

$ Revenue recognized during the period Amounts collected or invoiced during the period()()Contract assets, end of period$ $

Deferred Revenue: Deferred revenue is recorded when consideration is received from a customer prior to transferring goods or services to the customer under the terms of the contract, which is included in advanced payments from customers on the Condensed Consolidated Balance Sheets. As of June 28, 2025 and September 28, 2024, the balance of advance payments from customers attributable to deferred revenue was $ million and $ million, respectively. The advance payment is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a contract and to protect the company from the other party failing to adequately complete some or all of its obligations under the contract. Deferred revenue is recognized into revenue when all revenue recognition criteria are met. For performance obligations satisfied over time, recognition will occur as work progresses; otherwise, deferred revenue will be recognized based on shipping terms.

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15.

incur any restructuring and other charges. For the nine months ended June 28, 2025, the Company incurred restructuring costs of $ million which primarily consisted of severance costs associated with a reduction of the Company's workforce in the EMEA and AMER regions. The Company recognized a tax benefit of $ million related to these restructuring and other charges.

For the three months ended June 29, 2024, the Company incurred restructuring and other charges of $ million, which consisted of severance from the reduction of the Company's workforce and associated site closure costs in the Company's AMER region. For the nine months ended June 29, 2024, the Company incurred restructuring and other charges of $ million, which consisted of the previously mentioned site closure costs in the AMER region, as well as severance from the reduction of the Company's workforce and closure costs associated with a site in the Company's EMEA region. These costs were offset by insurance proceeds received associated with an arbitration decision regarding a contractual matter that occurred in the Company's EMEA region in fiscal 2023. The Company recognized a tax benefit of $ million and $ million, respectively, related to restructuring and other charges for the three and nine months ended June 29, 2024.

$ $ Restructuring and other charges Amounts utilized()()()Accrual balance, as of December 28, 2024$ $ $ Restructuring and other charges Amounts utilized()()()Accrual balance, as of March 29, 2025$ $ $ Restructuring and other charges Amounts utilized()()()

Accrual balance, as of June 28, 2025

$ $ $

$ $ $ Restructuring and other charges () Amounts utilized()() ()

Accrual balance, as of March 30, 2024

$ $ $ $ Restructuring and other charges Amounts utilized()() ()

Accrual balance, as of June 29, 2024

$ $ $ $

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

"SAFE HARBOR" CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

The statements contained in this Form 10-Q that are guidance or which are not historical facts (such as statements in the future tense and statements including believe, expect, intend, plan, anticipate, goal, target and similar terms and concepts), including all discussions of periods which are not yet completed, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include the effects of tariffs, trade disputes, trade agreements and other trade protection measures; the effect of inflationary pressures on our costs of production, profitability, and on the economic outlook of our markets; the effects of shortages and delays in obtaining components as a result of economic cycles, natural disasters or otherwise; the risk of customer delays, changes, cancellations or forecast inaccuracies in both ongoing and new programs; the ability to realize anticipated savings from restructuring or similar actions, as well as the adequacy of related charges as compared to actual expenses; the lack of visibility of future orders, particularly in view of changing economic conditions; the economic performance of the industries, sectors and customers we serve; the outcome of litigation and regulatory investigations and proceedings, including the results of any challenges with regard to such outcomes; the effects of the volume of revenue from certain sectors or programs on our margins in particular periods; our ability to secure new customers, maintain our current customer base and deliver product on a timely basis; the risks of concentration of work for certain customers; the particular risks relative to new or recent customers, programs or services, which risks include customer and other delays, start-up costs, potential inability to execute, the establishment of appropriate terms of agreements, and the lack of a track record of order volume and timing; the effects of start-up costs of new programs and facilities or the costs associated with the closure or consolidation of facilities; possible unexpected costs and operating disruption in transitioning programs, including transitions between Company facilities; the risk that new program wins and/or customer demand may not result in the expected revenue or profitability; the fact that customer orders may not lead to long-term relationships; our ability to manage successfully and execute a complex business model characterized by high product mix and demanding quality, regulatory, and other requirements; the risks associated with excess and obsolete inventory, including the risk that inventory purchased on behalf of our customers may not be consumed or otherwise paid for by the customer, resulting in an inventory write-off; risks related to information technology systems and data security; increasing regulatory and compliance requirements; any tax law changes and related foreign jurisdiction tax developments; current or potential future barriers to the repatriation of funds that are currently held outside of the United States as a result of actions taken by other countries or otherwise; the potential effects of jurisdictional results on our taxes, tax rates, and our ability to use deferred tax assets and net operating losses; the weakness of areas of the global economy; the effect of changes in the pricing and margins of products; raw materials and component cost fluctuations; the potential effect of fluctuations in the value of the currencies in which we transact business; the effects of changes in economic conditions, political conditions and regulatory matters in the United States and in the other countries in which we do business; the potential effect of other world or local events or other events outside our control (such as the conflict between Russia and Ukraine, conflict in the Middle East, escalating tensions between China and Taiwan or China and the United States, changes in energy prices, terrorism, global health epidemics and weather events); the impact of increased competition; an inability to successfully manage human capital; changes in financial accounting standards; and other risks detailed herein and in our other Securities and Exchange Commission filings, particularly in Risk Factors contained in our fiscal 2024 Form 10-K.

* * *

OVERVIEW

Since 1979, Plexus has helped create the products that build a better world. Driven by a passion for excellence, we partner with our customers to design, manufacture and service highly complex products in demanding regulatory environments. From life-saving medical devices and mission-critical aerospace and defense products to industrial automation systems and semiconductor capital equipment, our innovative solutions across the lifecycle of a product converge where advanced technology and human impact intersect. We provide these solutions to market-leading as well as disruptive global companies in the Aerospace/Defense, Healthcare/Life Sciences, and Industrial sectors, supported by a global team of over 20,000 members across our 26 facilities in the Americas ("AMER"), Asia-Pacific ("APAC") and Europe, Middle East and Africa ("EMEA") regions.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide an analysis of both short-term results and future prospects from management’s perspective, including an assessment of the financial condition and results of operations, events and uncertainties that are not indicative of future operations and any other financial or statistical data that we believe will enhance the understanding of our company’s financial condition, cash flows and other changes in financial condition and results of operations.

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The following information should be read in conjunction with our condensed consolidated financial statements included herein and "Risk Factors" included in Part II, Item 1A included herein as well as Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, and our "Safe Harbor" Cautionary Statement included above.

RESULTS OF OPERATIONS

Consolidated Performance Summary. The following table presents selected consolidated financial data (dollars in millions, except per share data):


	Three Months Ended						Nine Months Ended
	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
Net sales	$	1,018.3		$	960.8		$	2,974.6		$	2,910.3
Cost of sales	915.0			866.3			2,672.9			2,639.6
Gross profit	103.3			94.4			301.7			270.6
Gross margin	10.1		%	9.8		%	10.1		%	9.3		%
Operating income	53.6			39.2			149.3			113.9
Operating margin	5.3		%	4.1		%	5.0		%	3.9		%
Other expense	3.8			8.9			10.9			29.8
Income tax expense	4.7			5.2			16.9			13.5
Net income	45.1			25.1			121.5			70.6
Diluted earnings per share	$	1.64		$	0.91		$	4.39		$	2.53
Return on invested capital*							14.1		%	10.4		%
Economic return*							5.2		%	2.2		%
*Non-GAAP metric; refer to "Return on Invested Capital ("ROIC") and economic return" below and Exhibit 99.1 for more information.

Net sales. For the three months ended June 28, 2025, net sales increased $57.5 million, or 6.0%, as compared to the three months ended June 29, 2024. For the nine months ended June 28, 2025, net sales increased $64.3 million, or 2.2%, as compared to the nine months ended June 29, 2024.

Net sales are analyzed by management by geographic segment, which reflects our reportable segments, and by market sector. Management measures operational performance and allocates resources on a geographic segment basis. Our global business development strategy is based on our targeted market sectors.

In the first quarter of fiscal 2025, we changed internal management reporting to focus on value-add sales in each region and adjusted the allocation of certain corporate costs among reportable segments. These changes have been implemented and are consistent with what was provided to the Chief Operating Decision Maker ("CODM"). Our composition of operating segments and reportable segments did not change. Net sales and operating income for our three reportable segments for the current period and comparative periods presented have been recast to conform to those changes. These changes had no effect on our consolidated net sales, operating income or net income for the current or comparative periods.

A discussion of net sales by reportable segment is presented below (in millions):


	Three Months Ended				Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales:
AMER	$	311.7	$	306.5	$	880.8	$	912.5
APAC	593.5		521.0		1,787.7		1,595.5
EMEA	117.1		136.7		321.0		410.2
Elimination of inter-segment sales	(4.0)		(3.4)		(14.9)		(7.9)
Total net sales	$	1,018.3	$	960.8	$	2,974.6	$	2,910.3

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AMER. Net sales for the three months ended June 28, 2025 in the AMER segment increased $5.2 million, or 1.7%, as compared to the three months ended June 29, 2024. The increase in net sales was driven by an increase of $14.4 million due to production ramps of new products for existing customers and overall net increased customer end-market demand. The increase was partially offset by a decrease of $9.0 million due to the discontinuation of a program with an existing customer and a decrease of $8.2 million due to disengagements with customers.

During the nine months ended June 28, 2025, net sales in the AMER segment decreased $31.7 million, or 3.5%, as compared to the nine months ended June 29, 2024. The decrease in net sales was driven by overall net decreased customer end-market demand, a decrease of $24.8 million due to disengagements with customers and a decrease of $13.8 million due to the discontinuation of a program with an existing customer. The decrease was partially offset by an increase of $40.1 million due to production ramps of new products for existing customers.

APAC. Net sales for the three months ended June 28, 2025 in the APAC segment increased $72.5 million, or 13.9%, as compared to the three months ended June 29, 2024. The increase in net sales was driven by overall net increased customer end-market demand and an increase of $26.1 million due to production ramps of new products for existing customers.

During the nine months ended June 28, 2025, net sales in the APAC segment increased $192.2 million, or 12.0%, as compared to the nine months ended June 29, 2024. The increase in net sales was driven by overall net increased customer end-market demand and an increase of $57.0 million due to production ramps of new products for existing customers. The increase was partially offset by a decrease of $7.1 million due to disengagements with customers.

EMEA. Net sales for the three months ended June 28, 2025 in the EMEA segment decreased $19.6 million, or 14.3%, as compared to the three months ended June 29, 2024. The decrease in net sales was driven by overall net decreased customer end-market demand.

During the nine months ended June 28, 2025, net sales in the EMEA segment decreased $89.2 million, or 21.7%, as compared to the nine months ended June 29, 2024. The decrease in net sales was driven by overall net decreased customer end-market demand and a decrease of $7.9 million due to disengagements with customers.

Our net sales by market sector for the indicated fiscal period were as follows (in millions):


	Three Months Ended				Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales:
Aerospace/Defense	$	183.2	$	177.6	$	515.4	$	515.0
Healthcare/Life Sciences	420.4		380.1		1,205.2		1,139.4
Industrial	414.7		403.1		1,254.0		1,255.9
Total net sales	$	1,018.3	$	960.8	$	2,974.6	$	2,910.3

Aerospace/Defense. Net sales for the three months ended June 28, 2025 in the Aerospace/Defense sector increased $5.6 million, or 3.2%, as compared to the three months ended June 29, 2024. The increase was driven by overall net increased customer end-market demand and an increase of $5.9 million due to production ramps of new products for existing customers. The increase was partially offset by a decrease of $9.0 million due to the discontinuation of a program with an existing customer.

During the nine months ended June 28, 2025, net sales in the Aerospace/Defense sector increased $0.4 million, or 0.1%, as compared to the nine months ended June 29, 2024. The increase in net sales was driven by an increase of $18.4 million due to production ramps of new products for existing customers and overall net increased customer end-market demand. The increase is partially offset by a decrease of $13.8 million due to the discontinuation of a program with an existing customer and a decrease of $12.6 million due to disengagements with customers.

Healthcare/Life Sciences. Net sales for the three months ended June 28, 2025 in the Healthcare/Life Sciences sector increased $40.3 million, or 10.6%, as compared to the three months ended June 29, 2024. The increase in net sales was driven by an increase of $34.6 million in production ramps of new products for existing customers and overall net increased customer end-market demand.

During the nine months ended June 28, 2025, net sales in the Healthcare/Life Sciences sector increased $65.8 million, or 5.8%, as compared to the nine months ended June 29, 2024. The increase in net sales was driven by an increase of $71.3 million in

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production ramps of new products for existing customers and overall net increased customer end-market demand. The increase was partially offset by a decrease of $10.9 million due to disengagements with customers.

Industrial. Net sales for the three months ended June 28, 2025 in the Industrial sector increased $11.6 million, or 2.9%, as compared to the three months ended June 29, 2024. The increase in net sales was driven by overall net increased customer end-market demand.

During the nine months ended June 28, 2025, net sales in the Industrial sector decreased $1.9 million, or 0.2%, as compared to the nine months ended June 29, 2024. The decrease in net sales was driven by a decrease of $16.2 million due to disengagements with customers. The decrease was partially offset by overall net increased customer end-market demand.

Cost of sales. Cost of sales for the three months ended June 28, 2025 increased $48.7 million, or 5.6%, as compared to the three months ended June 29, 2024, while cost of sales for the nine months ended June 28, 2025 increased $33.3 million, or 1.3%, as compared to the nine months ended June 29, 2024. Cost of sales is comprised primarily of material and component costs, labor costs and overhead. For both the three and nine months ended June 28, 2025 and June 29, 2024, approximately 88% of the total cost of sales was variable in nature and fluctuated with sales volumes. Approximately 87% of these costs were related to material and component costs.

As compared to the three months ended June 29, 2024, the increase in cost of sales in the three months ended June 28, 2025 was primarily driven by an increase in net sales and an increase in fixed costs. As compared to the nine months ended June 29, 2024, the increase in cost of sales for the nine months ended June 28, 2025 was primarily driven by an increase in net sales, partially offset by a positive shift in customer mix and a decrease in fixed costs resulting from progress on operational efficiency initiatives.

Gross profit. Gross profit for the three months ended June 28, 2025 increased $8.9 million, or 9.4%, as compared to the three months ended June 29, 2024. Gross margin of 10.1% for the three months ended June 28, 2025 increased 30 basis points compared to the three months ended June 29, 2024. The primary drivers of the increase in gross profit and gross margin as compared to the three months ended June 29, 2024 were lower costs resulting from operational efficiencies and prior restructuring activities.

Gross profit for the nine months ended June 28, 2025 increased $31.1 million, or 11.5%, as compared to the nine months ended June 29, 2024. Gross margin of 10.1% for the nine months ended June 28, 2025 increased 80 basis points compared to the nine months ended June 29, 2024. The primary drivers of the increase in gross profit and gross margin as compared to the nine months ended June 29, 2024 were lower costs resulting from operational efficiencies and prior restructuring activities.

Operating income. Operating income for the three months ended June 28, 2025 increased $14.4 million, or 36.7%, as compared to the three months ended June 29, 2024. Operating margin of 5.3% for the three months ended June 28, 2025 increased 120 basis points compared to the three months ended June 29, 2024. The primary drivers of the increase in operating income and operating margin for the three months ended June 28, 2025 were the result of a decrease of $9.2 million in restructuring and other charges as well as the increase in gross profit and gross margin. The restructuring and other charges for the three months ended June 29, 2024 consisted of severance from the reduction in the Company's workforce as well as closure costs associated with a site in the Company's AMER region. The increase in operating income was partially offset by an increase of $3.7 million in selling and administrative expenses ("S&A"). The increase in S&A was primarily due to an increase in compensation costs.

Operating income for the nine months ended June 28, 2025 increased $35.4 million, or 31.1%, as compared to the nine months ended June 29, 2024. Operating margin of 5.0% for the nine months ended June 28, 2025 increased 110 basis points compared to the nine months ended June 29, 2024. The primary drivers of the increase in operating income and operating margin for the nine months ended June 28, 2025 were the increase in gross profit and gross margin as well as a decrease of $15.6 million in restructuring and other charges. The restructuring and other charges for the nine months ended June 28, 2025 primarily consisted of severance costs associated with a reduction in the Company's workforce in the EMEA and AMER regions. The restructuring and other charges for the nine months ended June 29, 2024 consisted of employee severance costs associated with a reduction in the Company's workforce as well as closure costs associated with sites in the Company's AMER and EMEA regions, partially offset by insurance proceeds received in an arbitration decision regarding a contractual matter that took place in the Company's EMEA region in fiscal 2023. The increase in operating income was partially offset by an increase of $11.3 million in S&A. The increase in S&A was primarily due to an increase in compensation costs.

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A discussion of operating income by reportable segment for the indicated fiscal period is presented below (in millions):


	Three Months Ended				Nine Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Operating income:
AMER	$	28.7	$	23.9	$	71.0	$	58.4
APAC	83.8		75.3		253.8		225.3
EMEA	5.9		9.3		14.2		22.2
Corporate and other costs	(64.8)		(69.3)		(189.7)		(192.0)
Total operating income	$	53.6	$	39.2	$	149.3	$	113.9

AMER. Operating income increased $4.8 million for the three months ended June 28, 2025 as compared to the three months ended June 29, 2024, primarily as a result of an increase in net sales, a decrease in fixed costs resulting from progress on operational efficiency initiatives and a positive shift in customer mix.

During the nine months ended June 28, 2025, operating income in the AMER segment increased $12.6 million as compared to the nine months ended June 29, 2024, primarily as a result of a decrease in fixed costs resulting from progress on operational efficiency initiatives and a positive shift in customer mix, partially offset by a decrease in net sales.

APAC. Operating income increased $8.5 million for the three months ended June 28, 2025 as compared to the three months ended June 29, 2024, primarily as a result of an increase in net sales, partially offset by a negative shift in customer mix, an increase in fixed costs and an increase in S&A.

During the nine months ended June 28, 2025, operating income in the APAC segment increased $28.5 million as compared to the nine months ended June 29, 2024, primarily as a result of an increase in net sales, partially offset by an increase in S&A and an increase in fixed costs.

EMEA. Operating income decreased $3.4 million for the three months ended June 28, 2025 as compared to the three months ended June 29, 2024, primarily as a result of a decrease in net sales, partially offset by a decrease in fixed costs.

During the nine months ended June 28, 2025, operating income in the EMEA segment decreased $8.0 million as compared to the nine months ended June 29, 2024, primarily as a result of a decrease in net sales and an increase in S&A, partially offset by a decrease in fixed costs and a positive shift in customer mix.

Other expense. Other expense for the three months ended June 28, 2025 decreased $5.1 million as compared to the three months ended June 29, 2024. The decrease in other expense for the three months ended June 28, 2025 was primarily driven by a decrease in interest expense of $4.9 million due to lower borrowings on our credit facility and a decrease of $0.8 million in factoring fees, partially offset by an increase in foreign exchange losses of $0.6 million.

Other expense for the nine months ended June 28, 2025 decreased $18.9 million as compared to the nine months ended June 29, 2024. The decrease in other expense for the nine months ended June 28, 2025 was primarily driven by a decrease in interest expense of $14.1 million due to lower borrowings on our credit facility, a decrease of $2.9 million in factoring fees and a decrease in foreign exchange losses of $1.4 million.

Income taxes. Income tax expense for the three and nine months ended June 28, 2025 was $4.7 million and $16.9 million, respectively, compared to $5.2 million and $13.5 million for the three and nine months ended June 29, 2024. The decrease for the three months ended June 28, 2025 compared to the three months ended June 29, 2024 is primarily due to an increase in discrete tax benefits of $2.9 million. The increase for the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024 is primarily due to an increase in pre-tax book income, partially offset by an increase in discrete tax benefits of $4.4 million.

Our annual effective tax rate varies from the U.S. statutory rate of 21.0% primarily due to the geographic distribution of worldwide earnings as well as a tax holiday granted to a subsidiary located in the APAC segment where we derive a significant portion of our earnings. Our effective tax rate may also be impacted by disputes with taxing authorities, tax planning activities, adjustments to uncertain tax positions and changes in valuation allowances.

The annual effective tax rate for fiscal 2025 is expected to be approximately 10.0% to 12.0% assuming no changes to tax laws.

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On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes changes to U.S. tax law that has multiple effective dates through fiscal 2027. We are in the process of evaluating the impact of the Act to our Consolidated Financial Statements.

Net income. Net income for the three months ended June 28, 2025 increased $20.0 million, or 79.7%, from the three months ended June 29, 2024 to $45.1 million. Net income increased primarily as a result of the increase in operating income and the decrease in other expense and tax expense as previously discussed.

Net income for the nine months ended June 28, 2025 increased $50.9 million, or 72.1%, from the nine months ended June 29, 2024 to $121.5 million. Net income increased primarily as a result of the increase in operating income and the decrease in other expense, partially offset by the increase in tax expense as previously discussed.

Diluted earnings per share. Diluted earnings per share increased to $1.64 for the three months ended June 28, 2025 from $0.91 for the three months ended June 29, 2024, primarily as a result of increased net income due to the factors discussed above.

Diluted earnings per share increased to $4.39 for the nine months ended June 28, 2025 from $2.53 for the nine months ended June 29, 2024, primarily as a result of increased net income due to the factors discussed above.

Return on Invested Capital ("ROIC") and economic return. We use a financial model that is aligned with our business strategy and includes an ROIC goal of 15%, which would exceed our weighted average cost of capital ("WACC") by more than 500 basis points and represent positive economic return. Economic return is the amount our ROIC exceeds our WACC.

Non-GAAP financial measures, including ROIC and economic return, are used for internal management goals and decision making because such measures provide management and investors additional insight into financial performance. In particular, we provide ROIC and economic return because we believe they offer insight into the metrics that are driving management decisions. We view ROIC and economic return as important measures in evaluating the efficiency and effectiveness of our long-term capital investments. We also use ROIC as a performance criteria in determining certain elements of compensation as well as economic return performance.

We define ROIC as tax-effected operating income before restructuring and other charges divided by average invested capital over a rolling four-quarter period for the third fiscal quarter. Invested capital is defined as equity plus debt and operating lease liabilities, less cash and cash equivalents. Other companies may not define or calculate ROIC in the same way. ROIC and other non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of our financial performance prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").

We review our internal calculation of WACC annually. Our WACC is 8.9% for fiscal 2025 and 8.2% for fiscal 2024. By exercising discipline to generate ROIC in excess of our WACC, our goal is to create value for our shareholders. For the nine months ended June 28, 2025, ROIC of 14.1% reflects an economic return of 5.2%, based on our WACC of 8.9%, and for the nine months ended June 29, 2024, ROIC of 10.4% reflects an economic return of 2.2%, based on our WACC of 8.2%.

For a reconciliation of ROIC, economic return and adjusted operating income (tax-effected) to our financial statements that were prepared using U.S. GAAP, see Exhibit 99.1 to this Quarterly Report on Form 10-Q, which exhibit is incorporated herein by reference.

Refer to the table below, which includes the calculation of ROIC and economic return for the indicated fiscal period (dollars in millions):


	Nine Months Ended
	June 28, 2025			June 29, 2024
Adjusted operating income (tax-effected)	$	182.7		$	151.2
Average invested capital	1,298.6			1,454.9
After-tax ROIC	14.1		%	10.4		%
WACC	8.9		%	8.2		%
Economic return	5.2		%	2.2		%

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LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents and restricted cash were $237.6 million as of June 28, 2025, as compared to $347.5 million as of September 28, 2024.

As of June 28, 2025, 92% of our cash and cash equivalents balance was held outside of the U.S. by our foreign subsidiaries. Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents, potential borrowings under the Credit Facility, and our leasing capabilities should be sufficient to meet our working capital and fixed capital requirements, as well as execute our share repurchase authorization as management deems appropriate, for the next twelve months.

Our future cash flows from operating activities will be reduced by $17.2 million due to cash payments for U.S. federal taxes on the deemed repatriation of undistributed foreign earnings that are payable over an eight year period that began in fiscal 2019 and will end in fiscal 2026.

Cash Flows. The following table provides a summary of cash flows (in millions):


	Nine Months Ended
	June 28, 2025		June 29, 2024
Cash flows provided by operating activities	$	117.2	$	216.4
Cash flows used in investing activities	(60.8)		(68.8)
Cash flows used in financing activities	(168.3)		(134.3)
Effect of exchange rate changes on cash and cash equivalents	2.1		(0.1)
Net (decrease) increase in cash and cash equivalents and restricted cash	$	(109.8)	$	13.2

Operating Activities. Cash flows provided by operating activities were $117.2 million for the nine months ended June 28, 2025, as compared to cash flows provided by operating activities of $216.4 million for the nine months ended June 29, 2024. The decrease was primarily due to cash flow improvements (reductions) of:

•$50.9 million increase in net income.

•$(94.0) million in inventory cash flows driven by a smaller decrease in inventory in the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024.

•$(93.0) million in advanced payments from customers cash flows driven by a larger decrease in advanced payments in the nine months ended June 28, 2025 as compared to the nine months ended June 29, 2024.

•$(56.3) million in accounts receivable cash flows driven by timing of shipments and mix of customer payment terms.

•$(50.1) million in contract assets cash flows corresponding to changes in demand from over time customers.

•$(9.2) million in deferred income taxes driven by an increase in deferred income tax benefit in the nine months ended June 28, 2025 compared to an increase in deferred income tax expense in the nine months ended June 29, 2024.

•$(8.8) million in other, net cash flows driven by higher payments for operating leases in the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024.

•$128.1 million in accounts payables cash flows primarily driven by the timing of materials procurement and payments to suppliers.

•$29.7 million in other current and non-current asset cash flows primarily driven by a decrease in prepayments to suppliers in the nine months ended June 28, 2025 as compared to an increase in prepayments to suppliers in the nine months ended June 29, 2024.

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The following table provides a summary of cash cycle days for the periods indicated (in days):


	Three Months Ended
	June 28, 2025	June 29, 2024
Days in accounts receivable	59	61
Days in contract assets	13	11
Days in inventory	128	151
Days in accounts payable	(72)	(62)
Days in advanced payments	(59)	(78)
Annualized cash cycle	69	83

We calculate days in accounts receivable and contract assets as each balance sheet item for the respective quarter divided by annualized sales for the respective quarter by day. We calculate days in inventory, accounts payable and advanced payments as each balance sheet line item for the respective quarter divided by annualized cost of sales for the respective quarter by day. We calculate annualized cash cycle as the sum of days in accounts receivable, days in contract assets and days in inventory, less days in accounts payable and days in advanced payments.

As of June 28, 2025, annualized cash cycle days decreased fourteen days compared to June 29, 2024 due to the following:

Days in accounts receivable for the three months ended June 28, 2025 decreased two days compared to the three months ended June 29, 2024. The decrease is primarily attributable to the timing of customer shipments and payments as well as the mix of customer payment terms.

Days in contract assets for the three months ended June 28, 2025 increased two days compared to the three months ended June 29, 2024. The increase is primarily attributed to a decrease in advanced payments for customers with arrangements requiring revenue to be recognized over time as products are produced.

Days in inventory for the three months ended June 28, 2025 decreased twenty-three days compared to the three months ended June 29, 2024. The decrease is primarily due to inventory reduction efforts as well as lower working capital investments to support our customers. These efforts include improved materials management and timely disposition of aged inventory.

Days in accounts payable for the three months ended June 28, 2025 increased ten days compared to the three months ended June 29, 2024. The increase is primarily attributable to timing of materials procurement and payments to suppliers.

Days in advanced payments for the three months ended June 28, 2025 decreased nineteen days compared to the three months ended June 29, 2024. The decrease was primarily attributable to a return of advanced payments to customers in line with lower inventory balances.

Free Cash Flow. We define free cash flow ("FCF"), a non-GAAP financial measure, as cash flow generated or used in operations less capital expenditures. FCF was $56.8 million for the nine months ended June 28, 2025 compared to $147.5 million for the nine months ended June 29, 2024, a decrease of $90.7 million.

Non-GAAP financial measures, including FCF, are used for internal management assessments because such measures provide additional insight to investors into ongoing financial performance. In particular, we provide FCF because we believe it offers insight into the metrics that are driving management decisions. We view FCF as an important financial metric as it demonstrates our ability to generate cash and can allow us to pursue opportunities that enhance shareholder value. FCF is a non-GAAP financial measure that should be considered in addition to, not as a substitute for, measures of our financial performance prepared in accordance with GAAP.

A reconciliation of FCF to our financial statements that were prepared using GAAP as follows (in millions):


	Nine Months Ended
	June 28, 2025		June 29, 2024
Cash flows provided by operating activities	$	117.2	$	216.4
Payments for property, plant and equipment	(60.4)		(68.9)
Free cash flow	$	56.8	$	147.5

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Investing Activities. Cash flows used in investing activities were $60.8 million for the nine months ended June 28, 2025 compared to $68.8 million for the nine months ended June 29, 2024. The decrease in cash used in investing activities was due to an $8.4 million decrease in capital expenditures.

We currently estimate capital expenditures for fiscal 2025 will be approximately $80.0 million to $100.0 million to support new program ramps and replace older equipment.

Financing Activities. Cash flows used in financing activities were $168.3 million for the nine months ended June 28, 2025 compared to $134.3 million for the nine months ended June 29, 2024. The increase was primarily attributable to the overall increase in net repayments which included the repayment, on maturity, of $100.0 million in principal amount of our 4.05% Senior Notes and net repayments on the credit facility for the nine months ended June 28, 2025 of $5.0 million compared to net repayments on the credit facility for the nine months ended June 29, 2024 of $83.0 million as well as an increase of $7.7 million in cash used to repurchase our common stock.

On August 18, 2022, the Board of Directors approved a share repurchase program under which we were authorized to repurchase up to $50.0 million of our common stock (the "2023 Program"). The 2023 program was completed in February 2024. During the nine months ended June 29, 2024, we repurchased 59,277 shares under this program for $5.7 million at an average price of $95.59 per share.

On January 16, 2024, we announced a share repurchase program authorized by the Board of Directors under which we were authorized to repurchase up to $50.0 million of our common stock (the "2024 Program"). The 2024 Program commenced upon completion of the 2023 Program and was completed in fiscal 2024. During the three months ended June 29, 2024, we repurchased 184,581 shares under this program for $18.6 million at an average price of $100.64 per share. During the nine months ended June 29, 2024, we repurchased 311,431 shares under this program for $30.5 million at an average price of $97.87 per share.

On August 14, 2024, the Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $50.0 million of our common stock (the "2025 Program"). The 2025 Program became effective upon completion of the 2024 Program and has no expiration. During the three months ended June 28, 2025, we purchased 143,282 shares under this program for $18.4 million at an average price of $128.70 per share. During the nine months ended June 28, 2025, we repurchased 314,344 shares under this program for $43.4 million at an average price of $138.19 per share. The nine months ended June 28, 2025 purchased amounts exclude excise tax on share repurchases of $0.4 million. As of June 28, 2025, $6.6 million of authority remained under the 2025 Program.

On May 14, 2025, the Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $100.0 million of our common stock (the “2026 Program”). The 2026 Program became effective upon completion of the 2025 Program and has no expiration.

All shares repurchased under the aforementioned programs were recorded as treasury stock

On June 15, 2025, we repaid, on maturity $100.0 million in principal amount of our 4.05% Senior Notes.

We have Master Accounts Receivable Purchase Agreements with MUFG Bank, New York Branch (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (the "MUFG RPA"), HSBC Bank (China) Company Limited, Xiamen branch (the "HSBC RPA") and other unaffiliated financial institutions, under which we may elect to sell receivables, at a discount. These facilities are uncommitted facilities. The maximum facility amount under the MUFG RPA as of June 28, 2025 is $340.0 million. The maximum facility amount under the HSBC RPA as of June 28, 2025 is $70.0 million. The MUFG RPA will be automatically extended each year unless any party gives no less than 10 days prior notice that the agreement should not be extended. The terms of the HSBC RPA are generally consistent with the terms of the MUFG RPA previously discussed.

We sold $179.6 million and $201.4 million of trade accounts receivable under these programs during the three months ended June 28, 2025 and June 29, 2024, respectively, in exchange for cash proceeds of $177.8 million and $199.0 million, respectively. We sold $502.6 million and $638.8 million of trade accounts receivable under these programs during the nine months ended June 28, 2025 and June 29, 2024, respectively, in exchange for cash proceeds of $497.6 million and $631.1 million, respectively. As of June 28, 2025 and September 28, 2024, $191.8 million and $220.2 million, respectively, of accounts receivables sold under trade accounts receivable programs and subject to servicing by us remained outstanding.

In all cases, the sale discount was recorded within "Miscellaneous, net" in the Condensed Consolidated Statements of Comprehensive Income in the period of the sale. For further information regarding the receivable sale programs, see Note 13, "Trade Accounts Receivable Sale Programs," in Notes to Condensed Consolidated Financial Statements.

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Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents, potential borrowings under the Credit Facility, and our leasing capabilities should be sufficient to meet our working capital and fixed capital requirements, as well as execution upon our share repurchase authorizations as management deems appropriate, for the next twelve months. We believe our balance sheet is positioned to support the potential future challenges presented by macroeconomic factors including increased working capital requirements associated with longer lead-times for components, increased component and labor costs, and operating inefficiencies due to supply chain constraints. As of the end of the third quarter of fiscal 2025, cash and cash equivalents and restricted cash were $238 million, while debt, finance lease and other financing obligations were $143 million. If our future financing needs increase, then we may need to arrange additional debt or equity financing. Accordingly, we evaluate and consider from time to time various financing alternatives to supplement our financial resources. However, we cannot be assured that we will be able to make any such arrangements on acceptable terms or at all.

DISCLOSURE ABOUT CRITICAL ACCOUNTING ESTIMATES

Our critical accounting policies are disclosed in our 2024 Annual Report on Form 10-K. During the third quarter of fiscal 2025, there were no material changes.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 1, "Recently Issued Accounting Pronouncements Not Yet Adopted," in Notes to Condensed Consolidated Financial Statements regarding recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the third quarter of fiscal 2025, there were no material changes in our exposure to market risk from changes in foreign exchange and interest rates from those disclosed in our 2024 Annual Report on Form 10-K.

Foreign Currency Risk

Our international operations create potential foreign exchange risk. Our policy is to selectively hedge our foreign currency denominated transactions in a manner that partially offsets the effects of changes in foreign currency exchange rates. We typically use foreign currency contracts to hedge only those currency exposures associated with certain assets and liabilities denominated in non-functional currencies. Corresponding gains and losses on the underlying transaction generally offset the gains and losses on these foreign currency hedges. We cannot predict changes in currency rates, nor the degree to which we will be able to manage the impacts of currency exchange rate changes. Such changes could have a material effect on our business, results of operations and financial condition.

Our percentages of transactions denominated in currencies other than the U.S. dollar for the indicated periods were as follows:


	Three Months Ended
	June 28, 2025	June 29, 2024
Net Sales	9%	12%
Total Costs	18%	18%

We have evaluated the potential foreign currency exchange rate risk on transactions denominated in currencies other than the U.S. dollar for the periods presented above. Based on our overall currency exposure, as of June 28, 2025, a 10.0% change in the value of the U.S. dollar relative to our other transactional currencies would not have a material effect on our financial position, results of operations, or cash flows.

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Interest Rate Risk

We have financial instruments, including cash equivalents and debt, which are sensitive to changes in interest rates. The primary objective of our investment activities is to preserve principal while maximizing yields without significantly increasing market risk. To achieve this, we limit the amount of principal exposure to any one issuer.

As of June 28, 2025, our only material interest rate risk was associated with our Credit Facility. Borrowings under the Credit Facility bear interest, at the Company's option, at (a)(1) for borrowings denominated in U.S. dollars, the Term Secured Overnight Financing Rate ("SOFR"), (2) for borrowings denominated in pounds sterling, the Daily Simple Risk-Free Rate, plus, in each case of (a)(1) and (2), 10 basis points, (b) for borrowings denominated in euros, the EURIBOR Rate plus a statutory reserve rate, or (c) an Alternate Base Rate equal to the highest of (i) 100 basis points per annum, (ii) the prime rate last quoted by The Wall Street Journal (or, if not quoted, as otherwise provided in the Credit Facility), (iii) the greater of the federal funds effective rate and the overnight bank funding rate in effect on such day plus, in each case, 50 basis points per annum (or, if neither are available, as otherwise provided in the Credit Facility), and (iv) Term SOFR for a one month interest period on such day plus 110 basis points, plus, in each case of (a), (b), and (c), an applicable interest rate margin based on the Company's then current consolidated total indebtedness (minus certain unrestricted cash and cash equivalents in an amount not to exceed $100 million) to consolidated EBITDA. As of June 28, 2025, the borrowing rate under the Credit Facility was SOFR plus 1.00%. Borrowings under the 2018 NPA are based on a fixed interest rate, thus mitigating much of our interest rate risk. Based on our overall interest rate exposure, as of June 28, 2025, a 10.0% change in interest rates would not have a material effect on our financial position, results of operations, or cash flows.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission ("SEC") is recorded, processed, summarized and reported on a timely basis. The Company’s President and Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have reviewed and evaluated, with the participation of the Company’s management, the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report. Based on such evaluation, the CEO and CFO have concluded that, as of June 28, 2025, the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, (a) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act, and (b) in assuring that information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the third quarter of fiscal 2025, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the risks and uncertainties discussed herein, particularly those discussed in the “Safe Harbor” Cautionary Statement and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, see the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024 that have had no material changes.

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

The following table provides the specified information about the repurchases of shares by us during the three months ended June 28, 2025:


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum approximate dollar value of shares that may yet be purchased under the plans or programs (1)
March 30, 2025-April 26, 2025	32,397	$	120.59	32,397	$	21,093,873
April 27, 2025 - May 24, 2025	48,345	129.71		48,345	114,823,151
May 25, 2025- June 28, 2025	62,540	132.13		62,540	106,559,909
	143,282	$	128.70	143,282

(1) On August 14, 2024, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $50.0 million of its common stock (the "2025 Program"). The 2025 Program became effective upon completion of the 2024 Program, and has no expiration.

The table above reflects the maximum dollar amount remaining available for purchase under the 2025 and 2026 Programs as of June 28, 2025.

ITEM 5. OTHER INFORMATION

There were no directors or Section 16 officers that or a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K) during the three months ended June 28, 2025.

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ITEM 6. EXHIBITS

The list of exhibits is included below.


Exhibit No.						Exhibit
31.1						Certification of President and Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1						Certification of the CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of the CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1						Reconciliation of ROIC to GAAP and Economic Return Financial Statements.
101						The following materials from Plexus Corp.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2025, formatted in Inline Extensible Business Reporting Language ("XBRL"): (i) the Condensed Consolidated Statements of Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
101.INS						Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document).
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
104						The cover page from the Company’s Quarterly Report on Form 10-Q for the fiscal third quarter ended June 28, 2025, formatted in Inline XBRL and contained in Exhibit 101.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Plexus Corp.

Registrant

Date:

August 1, 2025

/s/ Todd P. Kelsey

Todd P. Kelsey

President and Chief Executive Officer

Date:

August 1, 2025

/s/ Patrick J. Jermain

Patrick J. Jermain

Executive Vice President and Chief Financial Officer

PLEXUS CORP - Quarter Report: 2025 June (Form 10-Q)

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