UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~July~~August 0908, 2025

METHODE ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-33731	36-2090085
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8750 West Bryn Mawr Avenue
Chicago, Illinois		60631-3518
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (708) 867-6777

    

(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, $0.50 Par Value	MEI	New York Stock Exchange

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. ☐

Item 25.02‎ ResultsDeparture of OperationsDirectors andor FinancialCertain ConditionOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~July~~August 98, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Methode Electronics, Inc. (“Methode” or the “Company”) ~~issued~~awarded atime-based ~~press~~restricted ~~release~~stock ~~announcing~~units ~~its~~(“RSUs”) ~~financial~~and ~~results~~performance-based ~~for~~restricted ~~its~~stock ~~fourth~~units ~~quarter~~(“PSUs”) ~~and~~to ~~fiscal~~the ~~year~~Company’s ~~ended~~executive ~~May 3, 2025~~officers. AThe ~~copy~~RSUs ofand ~~the~~PSUs ~~press~~were ~~release~~each isawarded ~~furnished~~under asMethode’s ~~Exhibit~~2022 ~~99.1~~Omnibus toIncentive ~~this~~Plan ~~Current~~(the ~~Report~~“2022 ~~on Form 8-K~~Plan”).

~~The~~Together, ~~information~~the inRSUs ~~this Form 8-K~~ and ~~the~~PSUs ~~Exhibit~~awarded ~~attached~~to ~~hereto~~executive ~~pertaining~~officers torepresent the Company’s ~~financial~~long-term ~~results~~incentive ~~shall~~program ~~not~~for befiscal ~~deemed~~2026 (the “~~filed~~2026 LTI Program”). ~~for~~The ~~purposes~~2026 ofLTI ~~Section~~Program 18was ofadopted by the ~~Securities~~Committee ~~Exchange~~after ~~Act~~a comprehensive review of ~~1934,~~the asvarious ~~amended~~design alternatives and market practices presented by the Committee’s independent executive compensation consultant, ~~nor~~Frederic ~~shall~~W. itCook be& ~~deemed~~Co., ~~incorporated~~Inc., byand ~~reference~~taking ininto ~~any~~consideration ~~filing~~feedback ~~under~~received from investors relating to the ~~Securities~~Company’s ~~Act~~prior oflong-term ~~1933,~~incentive asprograms. ~~amended,~~The ~~except~~Compensation asCommittee ~~shall~~believes bethe ~~expressly~~mix ~~set~~of ~~forth~~performance-based byand ~~specific~~time-based ~~reference~~awards insupports ~~such~~Methode’s ~~filing~~operating performance and retention objectives.

~~Item~~The ~~9.01~~tables ~~Financial~~below ~~Statements~~set ~~and~~forth ~~Exhibits.~~details regarding the awards:

Exhibits:

     Executive

     RSUs

     Target PSUs

     Jonathan B. DeGaynor
Chief Executive Officer

     328,520

     328,520

     Laura Kowalchik
Chief Financial Officer

     78,310

     78,310

     Lars Ullrich
SVP, Global Automotive

     56,689
 
     56,689

     John Erwin
Chief Procurement Officer

     31,324
 
     31,324

     Kerry A. Vyverberg
General Counsel

     29,595
 
     29,595

ExhibitNumber		Description
99.1		Earnings Release of Methode Electronics, Inc. dated July 9, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Time-Based RSUs

~~SIGNATURES~~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. Dividend equivalents will not be paid on the RSUs until the units have vested. At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the vesting period and the number of vested RSUs.

~~Pursuant~~Subject to the ~~requirements~~terms of the ~~Securities~~applicable ~~Exchange~~award ~~Act~~agreement, (i) in the event of ~~1934~~an executive’s death, disability or qualified retirement (as defined in the ~~registrant~~agreement), ~~has~~all ~~duly~~unvested ~~caused~~RSUs ~~this~~will ~~report~~become immediately and fully vested and (ii) in the event an executive is terminated without cause, a prorated number of RSUs will vest through the date of termination subject to bethe ~~signed~~executive’s onexecution ~~its~~of ~~behalf~~a bygeneral release. In the ~~undersigned~~event ~~thereunto~~of ~~duly~~a ~~authorized~~change in control of the Company, as defined in the 2022 Plan, in which either (a) the successor company does not assume or replace the RSUs or (b) the successor company assumes or replaces the RSUs and then the executive is terminated without cause or resigns for good reason within two years, any unvested RSUs will immediately vest.

			Methode Electronics, Inc.
Date:	July 9, 2025	By:	/s/ Laura Kowalchik
			Laura KowalchikChief Financial Officer

Performance-Based PSUs

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 total stockholder return (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.

For performance below the threshold level of each performance measure for the cumulative three-year period, no shares would be earned with respect to that measure. For performance at threshold levels, 50% of the underlying shares would be earned, with 100% of the shares earned at the target levels of performance and a maximum of 200% earned at the maximum levels, with share payments prorated between these levels.

Dividends will not be paid on the PSUs until the shares have been earned. At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the restricted period and the number of shares earned.

Subject to the terms of the applicable award agreement, (i) in the event of an executive’s death or disability prior to the end of the three-year performance period, all unvested PSUs will become immediately and fully vested at target levels; (ii) in the event of an executive’s qualified retirement (as defined in the agreement), the PSUs will vest (if at all) at the end of the performance period based upon actual performance; and (iii) in the event an executive is terminated without cause, a prorated number of PSUs, based on the date of termination, will vest at the end of the performance period based on actual performance. In the event of a change in control of the Company prior to the end of the three-year performance period, in which either (a) the successor company does not assume or replace the PSUs or (b) the successor company assumes or replaces the PSUs and then the executive is terminated without cause or resigns for good reason within two years, any unvested PSUs will immediately vest at target performance levels.

Award Agreements

‎The descriptions of these awards are qualified by reference to the full text of the Form of Time-Based Restricted Stock Unit Award Agreement and Form of Performance-Based Restricted Stock Unit Award Agreement, in each case adopted in connection with the 2026 LTI Program and attached hereto as Exhibit 10.1 and 10.2, respectively, and by reference to the 2022 Plan which was filed as Exhibit 10.1 to Methode’s Form 8-K filed on September 14, 2022.

Item 9.01 Financial Statements and Exhibits

Exhibits:


Exhibit Number		Description
10.1		Form of Time-Based Restricted Stock Unit Award Agreement (2026 LTI Program)
10.2		Form of Performance-Based Restricted Stock Unit Award Agreement (2026 LTI Program)
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 thereunto duly authorized.


			Methode Electronics, Inc.

Date:	August 12, 2025	By:	/s/ Laura Kowalchik
			Laura Kowalchik Chief Financial Officer

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