On March 31, 2021, as subsequently amended on June 16, 2022, the Board of Directors authorized the purchase of up to $200.0 million of the Company’s outstanding common stock through June 14, 2024 (the “2021 Buyback Authorization”). On June 13, 2024, the Board of Directors approved a new share buyback authorization, commencing on June 17, 2024, for the purchase of up to $200.0 million of the Company’s outstanding common stock through June 17, 2026 (the “2024 Buyback Authorization”). Purchases may be made on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, or in private transactions.

Prior to its expiration, a total of 3,553,961 shares were purchased under the 2021 Buyback Authorization at a total cost of $134.6 million, including 136,000 shares purchased in the three months ended July 27, 2024 at a cost of $1.6 million. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied as a reduction to retained earnings. No further shares can be purchased under the 2021 Buyback Authorization. No shares have been purchased under the 2024 Buyback Authorization. As of August 2, 2025, the dollar value of shares that remained available to be purchased by the Company under the 2024 Buyback Authorization was $200.0 million.

The Company paid dividends totaling $2.8 million and $5.1 million in the three months ended August 2, 2025 and July 27, 2024, respectively. Dividends paid in the three months ended August 2, 2025 and July 27, 2024, include $0.3 million and $0.2 million, respectively, of dividend equivalent payments for restricted stock units that vested.

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. A summary of changes in AOCL, net of tax is shown below:


	Three Months Ended August 2, 2025 (13 Weeks)
(in millions)	Currency translation adjustments			Derivative instruments			Total
Balance at beginning of period	$	(28.2	)	$	(1.6	)	$	(29.8	)
Other comprehensive income		6.2			0.7			6.9
Tax benefit (expense)		0.1			(0.2	)		(0.1	)
Net other comprehensive income		6.3			0.5			6.8
Balance at the end of period	$	(21.9	)	$	(1.1	)	$	(23.0	)


	Three Months Ended July 27, 2024 (13 Weeks)
(in millions)	Currency translation adjustments			Derivative instruments			Total
Balance at beginning of period	$	(36.5	)	$	(0.2	)	$	(36.7	)
Other comprehensive income (loss)		1.1			(2.2	)		(1.1	)
Tax benefit		1.0			0.5			1.5
Net other comprehensive income (loss)		2.1			(1.7	)		0.4
Balance at the end of period	$	(34.4	)	$	(1.9	)	$	(36.3	)

The Company has granted restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (“2022 Plan” and the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”). The Company can no longer make grants under the 2014 Plan.

Subject to adjustment as provided in the 2022 Plan and the 2022 Plan’s share counting provisions, the number of shares of the Company's common stock that will be available for all awards under the 2022 Plan is 5,550,000, less an amount to reflect shares, options or other awards granted under prior plans after April 30, 2022. As of August 2, 2025, there were approximately 5.1 million shares available for award under the 2022 Plan.

As of May 3, 2025, the Company had 710,349 RSAs outstanding which were subject to the achievement of an EBITDA measure for fiscal 2025. The EBITDA performance measure for fiscal 2025 was not met and the outstanding RSAs were cancelled in June 2025.

In fiscal 2025, the Company granted 208,661 PSUs which will vest upon the achievement of a total stockholder return (“TSR”) measure based on the growth in the Company’s stock price over a three-year performance period that ends April 30, 2027. The number of shares to be issued may range from 0% to a maximum of 200% of the PSUs granted. The Company estimated the grant date fair value of the PSUs using the Monte Carlo simulation model, as the TSR metric and changes in stock price are considered market conditions under ASC 718, “Compensation - Stock Compensation.”

The PSUs earn dividend equivalents during the vesting periods, which are forfeitable if the PSUs do not vest. As of August 2, 2025, unrecognized share-based compensation expense for the PSUs was $2.0 million, which is expected to be recognized over a weighted average period of approximately 2.0 years. The following table summarizes PSU activity:


	Performance stock units		Weighted average grant date fair value
Non-vested at May 3, 2025		208,661	$	14.09
Awarded		—	$	—
Vested		—	$	—
Forfeited		—	$	—
Non-vested at August 2, 2025		208,661	$	14.09

On August 8, 2025, the Company granted 795,195 PSUs to certain employees, including 328,520 PSUs granted to the Company’s Chief Executive Officer (“CEO”). The PSUs may be earned on the third anniversary of the grant date based on a cumulative three-year performance period relative to established goals for threshold and target performance. The performance measures are based on return on invested capital (“ROIC”) and annualized TSR, in each case through the end of the Company’s fiscal 2028, with 60% of the award allocated to the ROIC measure and 40% to TSR.

RSUs granted vest over a pre-determined period of time, up to five years from the date of grant. The fair value of the RSUs granted are based on the closing stock price on the date of grant and earn dividend equivalents during the vesting periods, which are forfeitable if the RSUs do not vest. The following table summarizes RSU activity:


	Restricted stock units			Weighted average grant date fair value
Non-vested at May 3, 2025		620,550		$	15.31
Awarded		—		$	—
Vested		(40,615	)	$	18.69
Forfeited		(11,548	)	$	28.21
Non-vested at August 2, 2025		568,387		$	14.81

As of August 2, 2025, unrecognized share-based compensation expense for RSUs was $2.8 million which will be recognized over a weighted-average amortization period of 1.4 years.

On August 8, 2025, the Company granted 839,125 RSUs to certain employees, including 328,520 RSUs granted to the Company’s CEO. The RSUs are subject to a three-year vesting period based on continued service, with 33%, 33% and 34% of each award vesting on each of the first three anniversaries of the grant date.

The Company grants stock awards to its non-employee directors as a component of their compensation. The stock awards vest immediately upon grant. Non-employee directors may elect to defer receipt of their shares under the Company’s non-qualified deferred compensation plan. The following table summarizes awards granted to non-employee directors:


	Non-employee director awards		Deferred non-employee director awards		Total		Weighted average grant date fair value
Outstanding at May 3, 2025		—		147,312		147,312	$	22.39
Awarded		—		1,629		1,629	$	6.33
Issued		—		—		—	$	—
Non-vested at August 2, 2025		—		148,941		148,941	$	22.21

All stock-based awards to employees and non-employee directors are recognized in selling and administrative expenses on the condensed consolidated statements of operations. Awards subject to graded vesting are recognized using the accelerated recognition method over the requisite service period. The table below summarizes the stock-based compensation expense related to the equity awards:


	Three Months Ended
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)
RSUs	$	0.9	$	0.7
PSUs		0.3		—
Deferred non-employee director awards		—		0.9
Non-employee director awards		—		0.6
Total stock-based compensation expense	$	1.2	$	2.2