Form 8-K/A

8-K/A — RICHARDSON ELECTRONICS, LTD.

Accession: 0000355948-26-000021

Filed: 2026-10-08

Period: 2026-10-07

CIK: 0000355948

SIC: 5065 (WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K/A — rell-20261007.htm (Primary)

EX-99.1 (rell-ex99_1.htm)

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8-K/A

8-K/A (Primary)

Filename: rell-20261007.htm · Sequence: 1

8-K/A

0000355948true00003559482026-10-072026-10-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 07, 2026

RICHARDSON ELECTRONICS, LTD.

(Exact name of Registrant as Specified in Its Charter)

Delaware

0-12906

36-2096643

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

40W267 Keslinger Road

P.O. Box 393

LaFox, Illinois

60147-0393

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (630) 208-2200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.05 Par Value per share

RELL

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Explanatory Note

This Amendment corrects that administrative header item. No changes have been made to the financial statements, disclosures, or any other information contained in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing.

Item 2.02 Results of Operations and Financial Condition.

On October 7, 2026, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the first quarter ended August 29, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Press release issued October 7, 2026, furnished herewith

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Richardson Electronics, Ltd.

Date:

October 8, 2026

By:

/s/ Robert J. Ben

Chief Financial Officer and Chief Accounting Officer

EX-99.1

Filename: rell-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

Press Release

For Immediate Release

For Details Contact:

40W267 Keslinger Road

Edward J. Richardson

Robert J. Ben

PO BOX 393

Chairman and CEO

EVP & CFO

LaFox, IL 60147-0393 USA

Phone: (630) 208-2320

(630) 208-2203

(630) 208-2200 | Fax: (630) 208-2550

RICHARDSON ELECTRONICS REPORTS STRONG FIRST QUARTER RESULTS; DECLARES QUARTERLY CASH DIVIDEND

First quarter net sales increased 18.9% year over year, with growth across all three business units

First quarter net income increased 112.6% to $4.1 million, or $0.27 per common share (diluted)

Company generated free cash flow of $4.2 million for first quarter

Backlog at August 29, 2026 was $184.4 million, up 36.9% year-over-year

LaFox, IL, OCTOBER 7, 2026: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its first quarter ended August 29, 2026. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.

“Fiscal 2027 is off to an excellent start, as Richardson Electronics delivered its ninth consecutive quarter of year-over-year sales growth, expanded levels of profitability, and generated strong free cash flow. First-quarter performance continued to reflect strong demand in Power and Microwave Technologies (PMT), particularly for engineered solutions serving the semiconductor wafer fabrication equipment market, as well as distributed RF and microwave products. We also experienced significant growth in Green Energy Solutions (GES) and Canvys. Overall, our team delivered another strong operating performance,” said Edward J. Richardson, Chairman, Chief Executive Officer, and President.

“Our backlog ended the first quarter at $184.4 million, which increased year-over-year by nearly $50 million, or 36.9%, and the highest level in more than three years. While the broader economic environment remains fluid, we remain focused on driving the adoption of our engineered solutions, increasing efficiency, and executing against our long-term strategic growth priorities. We believe fiscal 2027 will be another year of profitable growth supported by the highest level of backlog in more than three years, and continued customer demand across semiconductor manufacturing, power management, energy storage, defense and specialized display solutions,” Mr. Richardson concluded.

First Quarter Results

Net sales for the first quarter of fiscal 2027 were $64.9 million, an 18.9% increase from $54.6 million in the prior year’s first quarter. All business units experienced strong year-over-year sales growth.

PMT sales increased $7.7 million, or 19.7% due to strong growth in semiconductor wafer fab and RF and Microwave products. GES sales increased $2.0 million, or 27.1% as a result of higher sales of wind products and new products, including Battery Energy Storage Systems (BESS). Canvys’ sales increased $0.6 million, or 7.9%, reflecting higher sales in North America.

Backlog grew 12.2% to $184.4 million at the end of the first quarter of fiscal 2027 versus $164.4 million at the end of fiscal 2026, primarily driven by an increase in PMT. GES backlog improved by 10.2%.

Gross margin for the first quarter was 34.6% of net sales, compared to 31.0% during the first quarter of fiscal 2026. In the first quarter of fiscal 2027, gross margin was impacted 1.7% due to an IEEPA Tariff Refund. PMT gross margin increased to 35.4%, compared to 31.3%, as a result of product mix and the IEEPA Tariff Refund. GES gross margin increased to 32.6%, from 29.6% due to product mix that included new products. Canvys gross margin increased to 33.0%, from 30.9% primarily due to the IEEPA Tariff Refund.

Operating expenses were $17.4 million, compared to $16.0 million in the first quarter of fiscal 2026. The increase in operating expenses resulted primarily from higher employee compensation expenses, including incentives driven by the strong sales growth, and higher travel expenses. As a percentage of net sales, operating expenses improved to 26.8% in the first quarter of fiscal 2027, versus 29.2% in the prior year’s first quarter.

Operating income was $5.1 million for the first quarter of fiscal 2027, compared to an operating income of $1.0 million in the prior year’s first quarter. Other expense for the first quarter of fiscal 2027, including interest income, foreign exchange and other, net, were $0.1 million, compared to other income of $1.4 million in the first quarter of fiscal 2026.

Income tax provision was $1.0 million for the first quarter of fiscal 2027, versus an income tax provision of $0.4 million in the prior year’s first quarter. The effective tax rate for the first quarter of fiscal 2027 was 19.6%.

Net income was $4.1 million for the first quarter of fiscal 2027, compared to net income of $1.9 million for the first quarter of fiscal 2026. Earnings per common share (diluted) were $0.27 in the first quarter of fiscal 2027, compared to earnings per common share (diluted) of $0.13 in the first quarter of fiscal 2026.

EBITDA was $6.0 million in the first quarter of fiscal 2027, compared to $3.3 million for the first quarter of fiscal 2026.

The Company maintained its solid financial position with cash and cash equivalents of $36.9 million as of August 29, 2026, versus $31.8 million as of May 30, 2026. Cash generated during the first quarter of fiscal 2027 primarily related to net income adjusted for non-cash items and higher accounts payable, partially offset by higher accounts receivable. The Company also invested $1.7 million during the quarter in capital expenditures, primarily related to facilities improvements and IT systems, versus $1.0 million during last year’s first quarter.

As of the end of the first quarter of fiscal 2027, the Company had no outstanding debt on its revolving line of credit with PNC Bank.

CASH DIVIDEND DECLARED

The Board of Directors of Richardson Electronics declared a $0.06 quarterly cash dividend per share to holders of common stock and a $0.054 cash dividend per share to holders of Class B common stock. The dividend will be payable on November 25, 2026, to common stockholders of record as of November 6, 2026.

NON-GAAP FINANCIAL MEASURE

In addition to the results reported in accordance with generally accepted accounting principles in the United States (GAAP) included throughout this press release, the Company has provided information regarding “EBITDA” (a “non-GAAP financial measure”). This non-GAAP financial measure reflects earnings before interest, income tax, depreciation and amortization expenses. Detailed reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth in this press release.

Management believes that the disclosure of this non-GAAP financial measure provides useful information to investors in assessing the Company’s financial performance excluding items that are not considered by the Company to be indicative of the Company’s ongoing results. Our management uses this non-GAAP financial measure along with the most directly comparable GAAP financial measure in evaluating our financial performance and when planning, forecasting and analyzing future periods. The non-GAAP financial measure presented herein, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies. The non-GAAP financial measure incorporated herein is not intended to be used as a substitute for the related GAAP measurements. The non-GAAP financial measure should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

CONFERENCE CALL INFORMATION

The Company will host a conference call and question-and-answer session on Thursday, October 8, 2026, at 9:00 a.m. Central Time, to discuss its first quarter fiscal 2027 results.

Participants may register for the call here. While not required, it is recommended you join 10 minutes prior to the event start. A replay of the call will be available beginning at 1:00 p.m. Central Time on October 8, 2026, for seven days. Registration instructions are also on our website at www.rell.com.

In addition, the webcast link is available here .

FORWARD-LOOKING STATEMENTS

This release includes certain “forward-looking” statements as defined by the Securities and Exchange Commission. Statements in this press release regarding the Company’s business that are not historical facts represent “forward-looking” statements that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K filed on August 3, 2026, and other reports we file with the Securities and Exchange Commission. The Company assumes no responsibility to update the “forward-looking” statements in this release as a result of new information, future events or otherwise.

ABOUT RICHARDSON ELECTRONICS, LTD.

Richardson Electronics, Ltd. is a leading global manufacturer of engineered solutions, green energy products, power grid and microwave tubes, and related consumables; power conversion and RF and microwave components including green energy solutions; tubes for diagnostic imaging equipment; and customized display solutions.

More than 55% of our products are manufactured in LaFox, Illinois, Marlborough, Massachusetts, or Donaueschingen, Germany, or by one of our manufacturing partners throughout the world. All our partners manufacture to our strict specifications and per our Supplier Code of Conduct. We serve customers in alternative energy, healthcare, aviation, broadcast, communications, industrial, marine, medical, military, scientific, and semiconductor markets. The Company’s strategy is to provide specialized technical expertise and “engineered solutions” based on our core engineering and manufacturing capabilities. The Company provides solutions and adds value through design-in support, systems integration, prototype design and manufacturing, testing, logistics, and aftermarket technical service and repair through its global infrastructure. More information is available at www.rell.com.

Richardson Electronics’ common stock trades on the NASDAQ Global Select Market under the ticker symbol RELL.

Richardson Electronics, Ltd.

Consolidated Balance Sheets

(in thousands, except per share amounts)

Unaudited

Audited

August 29, 2026

May 30, 2026

Assets

Current assets:

Cash and cash equivalents

36,915

31,779

Accounts receivable, less allowance for credit losses of $274 and $350, respectively

34,939

33,162

Inventories, net

103,280

103,020

Prepaid expenses and other assets

4,441

4,770

Total current assets

179,575

172,731

Non-current assets:

Property, plant and equipment, net

19,806

19,003

Intangible assets, net

270

285

Right of use lease assets, net

3,520

1,389

Deferred income tax assets, net

8,300

8,346

Other non-current assets

223

263

Total non-current assets

32,119

29,286

Total assets

211,694

202,017

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

22,648

19,593

Accrued liabilities

14,938

15,989

Lease liabilities current

1,049

787

Total current liabilities

38,635

36,369

Non-current liabilities:

Deferred income tax liabilities

176

177

Lease liabilities non-current

2,471

602

Other non-current liabilities

1,187

1,168

Total non-current liabilities

3,834

1,947

Total liabilities

42,469

38,316

Commitments and contingencies

Stockholders’ Equity

Common stock, $0.05 par value; 12,841 and 12,588 shares issued and outstanding on August 29, 2026 and May 30, 2026, respectively

642

629

Class B common stock, convertible, $0.05 par value; 2,036 and 2,036 shares issued and outstanding on August 29, 2026 and May 30, 2026, respectively

102

Additional paid-in-capital

79,555

76,950

Retained earnings

85,463

82,284

Accumulated other comprehensive income

3,463

3,736

Total stockholders' equity

169,225

163,701

Total liabilities and stockholders’ equity

211,694

202,017

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive Income

(in thousands, except per share amounts)

Three Months Ended

August 29, 2026

August 30, 2025

Net sales

64,923

54,607

Cost of sales

42,431

37,678

Gross profit

22,492

16,929

Selling, general and administrative expenses

17,377

15,961

Operating income

5,115

968

Other (expense) income:

Interest income

121

169

Foreign exchange (loss) gain

(188

)

289

Other, net

)

904

Total other (expense) income

(68

)

1,362

Income before income taxes

5,047

2,330

Income tax provision

988

421

Net income

4,059

1,909

Foreign currency translation (loss) gain, net of tax

(273

)

1,054

Comprehensive income

3,786

2,963

Net income per share:

Common stock - Basic

0.28

0.13

Class B common stock - Basic

0.25

0.12

Common stock - Diluted

0.27

0.13

Class B common stock - Diluted

0.25

0.12

Weighted average number of shares:

Common stock – Basic

12,666

12,393

Class B common stock – Basic

2,036

2,049

Common stock – Diluted

13,024

12,544

Class B common stock – Diluted

2,036

2,049

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended

August 29, 2026

August 30, 2025

Operating activities:

Net income

4,059

1,909

Adjustments to reconcile net income to cash provided by operating activities:

Unrealized foreign currency gain

(88

)

(511

)

Depreciation and amortization

907

971

Inventory provisions

102

Share-based compensation expense

695

641

Deferred income taxes

Change in assets and liabilities:

Accounts receivable

(1,744

)

(2,654

)

Inventories

(647

)

(578

)

Prepaid expenses and other assets

373

Accounts payable

3,062

1,626

Accrued liabilities

(1,039

)

(150

)

Other

155

(98

)

Net cash provided by operating activities

5,873

1,367

Investing activities:

Capital expenditures

(1,697

)

(1,025

)

Net cash used in investing activities

(1,697

)

(1,025

)

Financing activities:

Proceeds from issuance of common stock

2,115

Cash dividends paid on common and Class B common stock

(880

)

(857

)

Other

(192

)

(99

)

Net cash provided by (used in) financing activities

1,043

(895

)

Effect of exchange rate changes on cash and cash equivalents

(83

)

306

Increase (decrease) in cash and cash equivalents

5,136

(247

)

Cash and cash equivalents at beginning of period

31,779

35,901

Cash and cash equivalents at end of period

36,915

35,654

Richardson Electronics, Ltd.

Unaudited Net Sales and Gross Profit

For the First Quarter of Fiscal 2027 and 2026

($ in thousands)

By Strategic Business Unit

Net Sales

Three Months Ended

FY27 vs. FY26

August 29, 2026

August 30, 2025

% Change

PMT

46,765

39,069

19.7

GES

9,231

7,263

27.1

Canvys

8,927

8,275

7.9

Total

64,923

54,607

18.9

Gross Profit

Three Months Ended

August 29, 2026

% of Net Sales

August 30, 2025

% of Net Sales

PMT

16,538

35.4

12,226

31.3

GES

3,010

32.6

2,150

29.6

Canvys

2,944

33.0

2,553

30.9

Total

22,492

34.6

16,929

31.0

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the First Quarter of Fiscal 2027 and 2026

($ in thousands)

EBITDA

Unaudited

($ in thousands)

Three Months Ended

August 29, 2026

August 30, 2025

Net income

4,059

1,909

Income tax provision

988

421

Depreciation & amortization

907

971

EBITDA

5,954

3,301

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Document And Entity Information

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Trading Symbol

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Security Exchange Name

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Amendment Description

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Richardson Electronics, Ltd. (the “Company”) solely to correct an error in the submission header of the original Form 8-K filed with the Securities and Exchange Commission on October 7, 2026 (the “Original Filing”). The submission header of the Original Filing incorrectly listed the Item 2.02 Results of Operations and Financial Condition as Item 2.01 Completion of Acquisition or Disposition of Assets.This Amendment corrects that administrative header item. No changes have been made to the financial statements, disclosures, or any other information contained in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing.

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duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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dei_Security12bTitle

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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