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): ~~November~~January 247, ~~2025~~2026

DUCOMMUN INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	001-08174	95-0693330
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Anton Blvd., Suite 1100,

Costa Mesa, California

92626-7100

(Address of principal executive offices)

(Zip Code)

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

N/A

(Former name or former address, if changed since last report.)

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $.01 par value per share

DCO

New York Stock Exchange

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, $.01 par value per share		DCO		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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~November~~January 247, ~~2025~~2026, Ducommun Incorporated (the “~~Closing Date~~Company”) ~~Ducommun~~entered ~~Incorporated,~~into a ~~Delaware~~binding ~~corporation~~confidential settlement agreement (the “~~Ducommun~~Settlement Agreement”) ~~and~~to ~~certain~~resolve ofa ~~its~~previously ~~subsidiaries~~disclosed ~~entered~~subrogation ~~into~~claim afor ~~First~~damages ~~Amendment~~allegedly toincurred ~~Credit~~from ~~Agreement,~~a ~~Security~~June ~~Agreement~~2020 ~~and~~fire ~~Pledge~~(the ~~Agreement~~“Fire”) ~~with~~at ~~Bank~~our ofperformance ~~America~~center in Guaymas, NMexico (the “Performance Center”).~~A.,~~ asThe ~~administrative~~subrogation ~~agent,~~claim ~~swingline~~was ~~lender~~asserted ~~and~~by anthe ~~L/C~~insurer ~~issuer,~~of the entity that provides the labor and facilities for the ~~lender~~Performance ~~parties~~Center ~~thereto~~for amounts it had previously paid to Williams International Co., LLC (the “~~Amendment~~Subrogation Action”). The ~~Amendment,~~subrogation ~~among~~claim ~~other~~was ~~things~~pending in an arbitration proceeding in Arizona, ~~made~~and ~~certain~~the ~~amendments~~parties were able to ~~that~~resolve ~~certain~~the ~~Credit~~dispute ~~Agreement,~~following ~~dated~~a asmediation ofheld ~~July~~on December 149, ~~2022~~2025. ~~(the~~For ~~“Existing~~additional ~~Credit~~information ~~Agreement”~~about ~~and~~the asSubrogation ~~amended~~Action, bysee Note 10 to the ~~Amendment,~~unaudited Condensed Consolidated Financial Statements included in the ~~“Amended~~Company’s ~~Credit~~Quarterly ~~Agreement”)~~Report ~~among~~on ~~Ducommun,~~Form ~~certain~~10-Q ~~subsidiaries~~for ofthe ~~Ducommun~~quarterly ~~party~~period ~~thereto~~ended September 27, ~~the~~2025, ~~lenders~~filed ~~party~~with ~~thereto~~the Securities and ~~Bank~~Exchange ofCommission ~~America,~~(the ~~N.A.~~“SEC”) on November 6, as2025 ~~administrative~~and ~~agent,~~the ~~swingline~~Form ~~lender~~8-K ~~and~~filed anwith ~~L/C~~the ~~issuer~~SEC on October 9, 2025.

The ~~Amended~~Settlement ~~Credit~~ Agreement provides for, ~~(i) a~~among ~~five-year~~other ~~$200 million~~things, ~~senior~~the ~~secured~~final ~~term~~dismissal ~~loan~~of ~~facility (~~the ~~“Term~~Subrogation ~~Loan~~Action ~~Facility”),~~and ~~all~~a release of ~~which~~all ~~was~~claims ~~drawn~~against on the ~~Closing~~Company, ~~Date~~with ~~and~~prejudice, ~~(ii)~~ in exchange for the Company issuing a ~~five-year~~payment to the insurer of $~~450~~4.0 million. ~~senior~~The ~~secured~~Settlement ~~revolving~~Agreement ~~credit~~also ~~facility~~includes ~~(the~~a ~~“Revolving~~mutual ~~Credit~~release ~~Facility”~~of ~~and~~all past, ~~together~~present ~~with~~and future claims arising from the ~~Term~~Fire ~~Loan~~at ~~Facility,~~the Performance Center. In settling the ~~“Facilities”)~~case, ofthe ~~which~~Company ~~$120~~is ~~million~~not ~~was~~admitting ~~drawn~~any onliability, and entry into the ~~Closing~~Settlement ~~Date.~~Agreement ~~The~~does ~~Revolving~~not ~~Credit~~constitute ~~Facility~~an ~~includes~~admission aof ~~$30 million~~liability ~~sublimit~~or ~~for~~fault or an admission regarding the ~~issuance~~accuracy of ~~standby~~any ~~and~~allegation ~~commercial~~made ~~letters~~by ofthe ~~credit~~insurer ~~and~~in athe ~~$15 million~~Subrogation ~~swingline subfacility~~Action.

~~Ducommun~~The ~~used~~Company ~~the~~expects ~~proceeds~~to ofrecord the ~~borrowings~~settlement ~~made~~amount onas ~~the~~an ~~Closing~~expense ~~Date~~for ~~under~~ the ~~Revolving~~quarter ~~Credit~~ending ~~Facility~~December 31, 2025 and to ~~prepay~~pay asuch ~~portion~~settlement from cash on hand within twenty (20) days of the ~~outstanding~~date ~~term~~of ~~loan~~the ~~and~~Settlement ~~accrued~~Agreement. ~~and~~The ~~unpaid~~Company ~~interest~~believes ~~thereon~~that ~~under~~there ~~the~~are ~~Existing~~no ~~Credit~~remaining ~~Agreement~~subrogation ~~and~~or other claims relating to ~~pay~~the ~~all~~Fire ~~related~~at ~~fees~~this ~~and~~time ~~expenses.~~other ~~Additionally~~than a claim that may be asserted by an insurer of Williams International Co., ~~Ducommun~~LLC ~~intends~~based toin ~~use~~Mexico ~~the~~for ~~proceeds~~payments issued to ~~fund~~its ~~working~~insured ~~capital~~for ~~and~~damages ~~for~~allegedly ~~other~~incurred ~~general~~from ~~corporate~~the ~~expenses~~Fire, which the Company believes to be time-barred.

~~Ducommun~~The ~~has~~information ~~the~~contained ~~option~~in tothis ~~request~~Current ~~the~~Report ~~addition~~on ofForm ~~one~~8-K or(this ~~more~~“Report”) ~~incremental~~is ~~term~~considered ~~loan~~to ~~facilities~~be or‘furnished’ ~~the~~and ~~increase~~shall ofnot ~~commitments~~be ~~under~~deemed ~~the~~‘filed’ ~~Revolving~~for ~~Credit~~purposes ~~Facility~~of ~~by (i)~~Section up18 toof the ~~greater~~Securities ofExchange ~~(a)~~Act ~~$125 million~~of ~~and~~1934, ~~(b)~~as ~~100%~~amended, ofor ~~consolidated~~otherwise ~~EBITDA~~subject ~~for~~to ~~the~~liability ~~most~~under ~~recently~~that ~~completed~~Section. ~~four~~The ~~fiscal~~information ~~quarters~~in ~~plus~~this ~~(ii) such~~Report ~~amounts~~shall ~~as would~~ not ~~cause~~be ~~the~~incorporated ~~consolidated~~by ~~first~~reference ~~lien~~into ~~net~~any ~~adjusted~~filing ~~leverage~~or ~~ratio,~~other ~~determined~~document onpursuant ~~a pro forma basis after giving effect~~ to ~~any~~the ~~such~~Securities ~~additions~~Act ~~and~~of ~~increases~~1933, toas ~~exceed 4.00:1.00~~amended, ~~which~~except ~~additions~~as ~~and~~shall ~~increases~~be ~~are~~expressly ~~subject~~set toforth ~~the~~by ~~satisfaction~~specific ofreference ~~certain conditions set forth~~ in ~~the~~such ~~Amended~~filing ~~Credit~~or ~~Agreement~~document.

~~The~~Forward ~~initial~~Looking ~~variable~~Statements ~~interest rate on amounts outstanding under the Facilities will be Term SOFR plus 1.50%, subject to adjustments based on Ducommun’s consolidated total net adjusted leverage ratio.~~

~~Ducommun’s~~This ~~obligations~~Report ~~under~~includes “forward-looking statements” within the ~~Amended~~meaning ~~Credit~~of ~~Agreement~~Section 27A ~~and~~of ~~any~~the ~~hedging~~Securities orAct ~~cash~~of ~~management~~1933, ~~obligations~~as ~~entered~~amended, ~~into~~and bySection 21E ~~Ducommun~~of orthe ~~any~~Securities Exchange Act of ~~its~~1934, ~~current~~as ~~and~~amended, ~~future~~which ~~material~~are ~~domestic~~intended ~~restricted~~to ~~subsidiaries~~qualify (for the “~~Subsidiary~~safe ~~Guarantors~~harbor” ~~and,~~from ~~together~~liability ~~with~~under ~~Ducommun~~the Private Securities Litigation Reform Act. Forward-looking statements may be preceded by, followed by or include the words “~~Loan~~could,” ~~Parties~~“may,”) ~~with~~“will,” a“believe,” ~~lender~~“expect,” “anticipate,” “plan,” “estimate,” “intend,” or similar expressions. All statements other than statements of historical fact, including, without limitation, statements regarding future events, occurrences, circumstances and activities, performance under the ~~Amended~~Settlement ~~Credit~~ Agreement, orthe anconsideration ~~affiliate~~to be paid in connection therewith, settlement of ~~such~~the ~~lender~~claims ~~are~~in ~~guaranteed~~the bySubrogation ~~Ducommun~~Action, the disbursement of settlement funds, the effectiveness of the releases in favor of the Company, possible future subrogation claims and ~~each~~expectations ~~such~~for ~~Subsidiary~~the ~~Guarantor.~~resolution ~~Ducommun~~thereof, and the Company’s accounting treatment of the settlement amount constitute forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and performance under the ~~Subsidiary~~Settlement ~~Guarantors’~~Agreement. ~~obligations~~Actual results could differ materially from those projected in the forward-looking statements. You should not put undue reliance on any forward-looking statements, and you should understand that many important factors, including those discussed herein and the factors disclosed under “Risk Factors” in the ~~Amended~~Company’s ~~Credit~~reports ~~Agreement~~filed ~~are~~with ~~secured~~the SEC, including the Company’s most recent Annual Report on Form 10-K, could cause the Company’s results or expectations to differ materially from those expressed or suggested in any forward-looking statement. Except as required by ~~substantially~~law, ~~all~~the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of ~~their~~the ~~assets~~filing of this Report, ~~subject~~or to ~~certain~~reflect ~~customary~~the ~~exceptions~~occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the SEC (which are available at the SEC’s website, www.sec.gov).

Ducommun is required to make payments of amounts outstanding under the Amended Credit Agreement (without payment of a premium or penalty) with (i) 100% of the net cash proceeds received from certain non-ordinary course asset sales, dispositions and extraordinary proceeds in excess of agreed upon thresholds, subject to certain reinvestment rights and repatriation issues and (ii) 100% of the net cash proceeds received by Ducommun or any of its restricted subsidiaries from the issuance of any indebtedness (other than indebtedness permitted to be incurred under the Amended Credit Agreement). The loans under the Term Loan Facility will amortize in quarterly installments, equal to 2.50% per annum of the original aggregate principal amount thereof during the first two years, 5.00% per annum of the original aggregate principal amount thereof during the next two years and 7.50% per annum of the original aggregate principal amount thereof during the final year with the remaining balance payable on November 24, 2030. The loans under the Revolving Credit Facility are due on November 24, 2030.

The Amended Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Loan Parties and the restricted subsidiaries of Ducommun, including, without limitation, restrictions on liens, indebtedness, investments, fundamental changes, dispositions, restricted payments and prepayment of junior indebtedness. The Amended Credit Agreement contains financial covenants that require the Loan Parties and restricted subsidiaries of Ducommun to (i) not exceed a maximum consolidated total net adjusted leverage ratio initially set at 4.75:1.00, which, at Ducommun’s option, may increase up to 5.25:1.00 for certain permitted acquisitions and (ii) maintain a consolidated interest coverage ratio of at least 2.00:1.00.

The Amended Credit Agreement contains customary events of default, including, without limitation, payment defaults, covenant defaults, breaches of certain representations and warranties, cross defaults to certain material indebtedness, certain events of bankruptcy and insolvency, certain events under ERISA, material judgments and change of control. If an event of default occurs and is not cured within any applicable grace period or is not waived, the administrative agent and the lenders are entitled to take various actions, including, without limitation, the acceleration of amounts due thereunder and termination of commitments under the Facilities.

The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above, which is incorporated by reference herein.

Item 8.01 Other Events

In connection with the entry into the Amendment, Ducommun issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		First Amendment to Credit Agreement, Security Agreement and Pledge Agreement, dated as of November 24, 2025, by and among Ducommun Incorporated, as Borrower, the subsidiaries of the Borrower party thereto, as Guarantors, Bank of America, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer, and the lenders party thereto.
99.1		Ducommun Incorporated press release issued on December 1, 2025.
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.

	DUCOMMUN INCORPORATED
	(Registrant)
Date: December 1, 2025	By:	/s/ Suman B. Mookerji
Date: January 9, 2026	By:	/s/ Rajiv A. Tata
		Suman B. Mookerji
		Rajiv A. Tata
		Senior Vice President, Chief Financial Officer
		Vice President, General Counsel & Corporate Secretary

Filing Compare · DUCOMMUN INC /DE/