Form 8-K

8-K — RICHARDSON ELECTRONICS, LTD.

Accession: 0001193125-26-312436

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0000355948

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rell-20260722.htm (Primary)

EX-99.1 (rell-ex99_1.htm)

GRAPHIC (img150668434_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rell-20260722.htm · Sequence: 1

8-K

false000035594800003559482026-07-222026-07-22

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 22, 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 22, 2026, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the fourth quarter and year ended May 30, 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 July 22, 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:

July 22, 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 FOURTH QUARTER AND FISCAL 2026 RESULTS; DECLARES QUARTERLY CASH DIVIDEND

Fourth quarter net sales increased 27.6% year over year, with growth across all three business units

Fourth quarter GAAP net income increased 244.4% to $3.7 million, or $0.25 per common share (diluted)

Fiscal 2026 net sales increased 9.4%, marking the Company’s second consecutive year of annual sales growth

Backlog reached $164.4 million, its highest level in three years and an increase of 8.7% from the third quarter

LaFox, IL, JULY 22, 2026: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its fourth quarter and fiscal year ended May 30, 2026. The Company also announced that its Board of Directors declared a $0.06 per share quarterly cash dividend.

“I am pleased to report that Richardson Electronics delivered its eighth consecutive quarter of year-over-year sales growth, and the highest quarterly net sales since the third quarter of fiscal 2023. Fourth-quarter performance reflected strong demand in Power and Microwave Technologies, particularly for engineered solutions serving the semiconductor wafer fabrication equipment market, as well as distributed RF and microwave products. We also continued to see growth in Green Energy Solutions and Canvys had a record quarter. For the full fiscal year, our team executed well, delivering sales growth, improved gross margin, and stronger operating performance,” said Edward J. Richardson, Chairman, Chief Executive Officer, and President.

“Our backlog ended the year at its highest level in three years, reflecting continued customer activity across several of our key markets. We are encouraged by the opportunities we see in power management, semiconductor manufacturing, defense, energy storage, and customized display solutions. While the broader economic environment remains fluid, our strong balance sheet, technical capabilities, and focus on higher-value engineered solutions position us well to build on the progress achieved in fiscal 2026 and create sustainable long-term value for our shareholders,” Mr. Richardson concluded.

Fourth Quarter Results

Net sales for the fourth quarter of fiscal 2026 were $66.2 million, a 27.6% increase from $51.9 million in the prior year’s fourth quarter. All business units experienced strong year-over-year sales growth.

PMT sales increased $10.4 million, or 28.1% due to strong growth in semiconductor wafer fab and RF and Microwave products. GES sales increased by $1.1 million, or 20.4% as a result of higher sales of Wind products. Canvys’ sales increased $2.8 million, or 29.5%, reflecting higher sales in North America.

Backlog grew 8.7% to $164.4 million at the end of the fourth quarter of fiscal 2026, versus $151.2 million at the end of the third quarter of fiscal 2026, primarily driven by an increase in PMT. Total GES backlog improved by nearly 5%.

Gross margin for the fourth quarter was 31.2% of net sales, compared to 31.6% during the fourth quarter of fiscal 2025. PMT gross margin decreased to 31.1%, compared to 31.4%, as a result of product mix. GES gross margin decreased to 30.2%, from 31.6% also due to product mix. Canvys gross margin increased to 32.3%, from 32.1% primarily due to improved freight costs as a percentage of net sales.

Operating expenses were $17.6 million, compared to $15.6 million in the fourth quarter of fiscal 2025. The increase in operating expenses resulted from higher salaries and incentives driven by the significant sales growth in both the fourth quarter and fiscal year 2026. Also, included in operating expenses for the fourth quarter of fiscal 2026 was a $0.4 million unclaimed property state audit settlement. As a percentage of net sales, operating expenses improved to 26.6% in the fourth quarter of fiscal 2026 versus 30.0% in the prior year’s fourth quarter.

Gain on disposal of assets of $0.8 million resulted from the sale of healthcare equipment and inventory related to ALTA products, which are no longer being manufactured and sold.

Operating income was $3.9 million and non-GAAP operating income* was $3.5 million for the fourth quarter of fiscal 2026, compared to an operating income of $0.6 million and non-GAAP operating income* of $0.8 million in the prior year’s fourth quarter. Other income for the fourth quarter of fiscal 2026, including interest income and foreign exchange was $0.3 million, compared to other income of $1.3 million in the fourth quarter of fiscal 2025.

Income tax provision was $0.4 million and non-GAAP income tax provision* was $0.7 million for the fourth quarter of fiscal 2026, versus an income tax provision of $0.9 million and non-GAAP income tax provision* of $0.3 million in the prior year’s fourth quarter. The effective tax rate for the fourth quarter of fiscal 2026 was 10.8%.

Net income was $3.7 million and non-GAAP net income* was $3.0 million for the fourth quarter of fiscal 2026, compared to net income of $1.1 million and non-GAAP net income* of $1.8 million for the fourth quarter of fiscal 2025. Earnings per common share (diluted) were $0.25 and non-GAAP earnings per common share (diluted)* were $0.21 in the fourth quarter of fiscal 2026, compared to earnings per common share (diluted) of $0.08 and non-GAAP earnings per common share (diluted)* of $0.12 in the fourth quarter of fiscal 2025.

EBITDA* was $5.0 million in the fourth quarter of fiscal 2026. EBITDA* after adjusting to exclude the gain on the sale of Healthcare assets and the unclaimed property state audit settlement (Adjusted EBITDA*) was $4.2 million in the fourth quarter of fiscal 2026.

EBITDA* for the fourth quarter of fiscal 2025 was $2.9 million. EBITDA* after adjusting to exclude the loss on the sale of the majority of its Healthcare assets (Adjusted EBITDA*) was $3.1 million in the fourth quarter of fiscal 2025.

The Company maintained its solid financial position with cash and cash equivalents of $31.8 million

as of May 30, 2026, versus $29.5 million as of February 28, 2026. Cash generated during the fourth quarter of fiscal 2026 primarily related to net income adjusted for depreciation and amortization and lower inventory, partially offset by higher accounts receivable. The Company also invested $1.0 million during the quarter in capital expenditures, primarily related to its manufacturing business, facilities improvements, and IT systems, versus $0.8 million during last year’s fourth quarter.

As of the end of the fourth quarter of fiscal 2026, the Company had no outstanding debt on its revolving line of credit with PNC Bank.

Fiscal Year Ended May 30, 2026

Net sales for fiscal 2026 were $228.6 million, an increase of 9.4%, compared to net sales of $208.9 million during fiscal 2025. Sales increased by $13.5 million, or 9.1% for PMT, $2.1 million, or 7.3% for GES, and $4.1 million, or 12.4% for Canvys.

Gross profit increased to $71.3 million during fiscal 2026, compared to $64.8 million during fiscal 2025. As a percentage of net sales, gross margin was 31.2% of net sales during fiscal 2026, compared to 31.0% during fiscal 2025 primarily due to product mix.

Operating expenses increased to $65.7 million for fiscal 2026, compared to $62.2 million for fiscal 2025. The increase in operating expenses resulted from higher salaries and incentive compensation as a result of the significant sales growth in fiscal 2026 as well as the unclaimed property state audit settlement expense. As a percentage of net sales, operating expenses were 28.8% during fiscal 2026 versus 29.8% during fiscal 2025.

Operating income was $6.5 million and non-GAAP operating income* was $6.1 million during fiscal 2026, compared to an operating loss of $2.5 million and non-GAAP operating income* of $2.6 million during fiscal 2025. Other income for fiscal 2026, including interest income, foreign exchange and other, was $1.0 million, compared to other income of $0.9 million in fiscal 2025.

The income tax provision was $1.1 million and the non-GAAP income tax provision* was $1.4 million for fiscal 2026 compared to an income tax benefit of $0.4 million and a non-GAAP income tax provision* of $0.3 million during fiscal 2025. The effective tax rate for fiscal 2026 was 14.6%.

Net income was $6.4 million and non-GAAP net income* was $5.7 million for fiscal 2026, versus a net loss of $1.1 million and a non-GAAP net income* of $3.2 million during fiscal 2025. Earnings per common share (diluted) was $0.44 and non-GAAP earnings per common share (diluted)* was $0.40 for fiscal 2026 compared to $0.08 net loss per common share (diluted) and non-GAAP earnings per common share (diluted)* of $0.22 for fiscal 2025.

EBITDA* for fiscal 2026 was $11.3 million. EBITDA* after adjusting to exclude the gain on sale of Healthcare assets and the unclaimed property state audit settlement expense (Adjusted EBITDA*) was $10.4 million. EBITDA* for fiscal 2025 was $2.5 million. EBITDA* after adjusting to exclude the loss on the sale of Healthcare assets (Adjusted EBITDA*) was $7.5 million.

* Please refer to Unaudited Reconciliation between GAAP and non-GAAP Financial Measures below for a reconciliation of non-GAAP items to the comparable GAAP measures.

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 August 26, 2026, to common stockholders of record as of August 7, 2026.

NON-GAAP FINANCIAL MEASURES

In addition to financial measures (“GAAP financial measures”) prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), we have included financial measures in this press release that are not defined by or calculated in accordance with GAAP (collectively, “non-GAAP financial measures”). For each of the non-GAAP financial measures referenced in this release, we are providing below a reconciliation of differences between the non-GAAP financial measure and the most directly comparable GAAP financial measure. We also provide an explanation of why the Company believes these non-GAAP financial measures provide useful information to investors, and any additional material purposes for which our management or Board of Directors use these non-GAAP financial measures.

Non-GAAP Operating Income (Loss): Non-GAAP operating income (loss) is GAAP operating income (loss), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026 and the settlement of an unclaimed state property audit in fiscal 2026. The following table represents the Company’s calculation of non-GAAP operating income (loss) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

($ in thousands)

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Operating income (loss) reconciliation

Income (loss) from operations

3,867

631

6,464

(2,463

)

(Gain) loss on disposal of healthcare assets and related charges

(847

)

158

(847

)

5,074

Settlement of an unclaimed state property audit

436

—

436

—

Non-GAAP operating income

3,456

789

6,053

2,611

Non-GAAP Income (Loss) Before Taxes: Non-GAAP Income (Loss) Before Taxes is income (loss) before taxes, adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026 and the settlement of an unclaimed state property audit in fiscal 2026.The following table represents the Company’s calculation of non-GAAP Income (Loss) Before Taxes for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

($ in thousands)

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Income (loss) before income taxes reconciliation

Income (loss) before income tax

4,149

1,964

7,478

(1,531

)

(Gain) loss on disposal of healthcare assets and related charges

(847

)

158

(847

)

5,074

Settlement of an unclaimed state property audit

436

—

436

—

Non-GAAP income before tax

3,738

2,122

7,067

3,543

NON-GAAP FINANCIAL MEASURES (continued)

Non-GAAP Income Tax Expense or Benefit: Non-GAAP Income Tax Expense or Benefit is income tax provision (benefit), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026, the settlement of an unclaimed state property audit in fiscal 2026 and valuation allowance adjustments in fiscal 2025 and fiscal 2026. The following table represents the Company’s calculation of non-GAAP Income Tax Expense (Benefit) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

($ in thousands)

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Income tax provision (benefit) reconciliation

Income tax provision (benefit)

447

889

1,095

(388

)

(Gain) loss on disposal of healthcare assets and related charges

(225

)

(225

)

1,319

Settlement of an unclaimed state property audit

—

Valuation allowance adjustment

426

(617

)

426

(617

)

Non-GAAP income tax provision

726

313

1,374

314

Non-GAAP Net Income (Loss): Non-GAAP Net Income (Loss) is net income (loss), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026, the settlement of an unclaimed state property audit in fiscal 2026, and valuation allowance adjustments in fiscal 2025 and fiscal 2026. The following table represents the Company’s calculation of non-GAAP Net Income (Loss) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

($ in thousands)

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Net income (loss) reconciliation

Net income (loss)

3,702

1,075

6,383

(1,143

)

(Gain) loss on disposal of healthcare assets and related charges

(622

)

117

(622

)

3,755

Settlement of an unclaimed state property audit

358

—

358

—

Valuation allowance adjustment

(426

)

617

(426

)

617

Non-GAAP net income

3,012

1,809

5,693

3,229

NON-GAAP FINANCIAL MEASURES (continued)

Non-GAAP Earnings (Loss) Per Common Share (Diluted): Non-GAAP Earnings (Loss) Per Common Share (Diluted) is net income (loss) per share (diluted), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026, the settlement of an unclaimed state property audit in fiscal 2026, and valuation allowance adjustments in fiscal 2025 and fiscal 2026. The following table represents the Company’s calculation of non-GAAP Earnings (Loss) Per Common Share (diluted) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Net income (loss) per diluted share reconciliation

Net income (loss) per diluted share

0.25

0.08

0.44

(0.08

)

(Gain) loss on disposal of healthcare assets and related charges

(0.04

)

—

(0.04

)

0.26

Settlement of an unclaimed state property audit

0.03

—

0.03

—

Valuation allowance reversal

(0.03

)

0.04

(0.03

)

0.04

Non-GAAP income per diluted share

0.21

0.12

0.40

0.22

EBITDA: EBITDA is net income (loss), plus income tax expense (benefit) and depreciation and amortization expense. The following table represents the Company’s calculation of EBITDA for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

($ in thousands)

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Net income (loss)

3,702

1,075

6,383

(1,143

)

Income tax provision (benefit)

447

889

1,095

(388

)

Depreciation & amortization

892

965

3,789

4,002

EBITDA

5,041

2,929

11,267

2,471

Adjusted EBITDA: Adjusted EBITDA is EBITDA (a non-GAAP financial measure defined and calculated in accordance with the above), adjusted to exclude the gain/loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025 and fiscal 2026 and the settlement of an unclaimed state property audit in fiscal 2026. The following table represents the Company’s calculation of Adjusted EBITDA for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

Unaudited

($ in thousands)

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Net income (loss)

3,702

1,075

6,383

(1,143

)

Income tax provision (benefit)

447

889

1,095

(388

)

Depreciation & amortization

892

965

3,789

4,002

EBITDA

5,041

2,929

11,267

2,471

Disposal of healthcare assets

(847

)

158

(847

)

5,074

Settlement of an unclaimed state property audit

436

—

436

—

Adjusted EBITDA

4,194

3,087

10,420

7,545

Management believes the non-GAAP financial measures referenced herein provide useful information to investors in assessing the Company’s financial performance because items that are not considered by the

Company to be indicative of the Company’s ongoing results, such as the one-time gain/loss on the sale of assets of the Company’s Healthcare business, are excluded.

Our management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating our financial performance and when planning, forecasting and analyzing future periods.

The non-GAAP financial measures presented herein, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies. These non-GAAP financial measures are not intended to be used as a substitute for the related GAAP financial measures. The non-GAAP financial measures 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, July 23, 2026, at 9:00 a.m. Central Time, to discuss its fourth quarter and fiscal 2026 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 July 23, 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 4, 2025, 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.

Unaudited Consolidated Balance Sheets

(in thousands, except per share amounts)

May 30, 2026

May 31, 2025

Assets

Current assets:

Cash and cash equivalents

31,779

35,901

Accounts receivable, less allowance for credit losses of $350 and $250, respectively

33,162

24,117

Inventories, net

103,020

102,799

Prepaid expenses and other assets

4,770

3,070

Total current assets

172,731

165,887

Non-current assets:

Property, plant and equipment, net

19,003

18,355

Intangible assets, net

285

345

Right of use lease assets, net

1,389

2,276

Deferred income tax assets

8,346

8,744

Other non-current assets

263

228

Total non-current assets

29,286

29,948

Total assets

202,017

195,835

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

19,593

21,339

Accrued liabilities

15,989

14,276

Lease liabilities current

787

1,171

Total current liabilities

36,369

36,786

Non-current liabilities:

Deferred income tax liabilities

177

Lease liabilities non-current

602

1,105

Other non-current liabilities

1,168

1,204

Total non-current liabilities

1,947

2,390

Total liabilities

38,316

39,176

Commitments and contingencies

Stockholders’ Equity

Common stock, $0.05 par value; 12,588 and 12,362 shares issued and outstanding on May 30, 2026 and May 31, 2025, respectively

629

618

Class B common stock, convertible, $0.05 par value; 2,036 and 2,049 shares issued and outstanding on May 30, 2026 and May 31, 2025, respectively

102

Additional paid-in-capital

76,950

74,445

Retained earnings

82,284

79,340

Accumulated other comprehensive income

3,736

2,154

Total stockholders’ equity

163,701

156,659

Total liabilities and stockholders’ equity

202,017

195,835

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except per share amounts)

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Net sales

66,197

51,889

228,564

208,909

Cost of sales

45,536

35,514

157,217

144,109

Gross profit

20,661

16,375

71,347

64,800

Selling, general and administrative expenses

17,638

15,566

65,717

62,173

Loss on disposal of property, plant and equipment

(Gain) loss on disposal of healthcare assets and related charges

(847

)

158

(847

)

5,074

Operating income (loss)

3,867

631

6,464

(2,463

)

Other (income) expense:

Interest income

(108

)

(205

)

(544

)

(392

)

Foreign exchange

(175

)

(1,112

)

452

(496

)

Other, net

(16

)

(922

)

(44

)

Total other (income) expense

(282

)

(1,333

)

(1,014

)

(932

)

Income (loss) before income taxes

4,149

1,964

7,478

(1,531

)

Income tax provision (benefit)

447

889

1,095

(388

)

Net income (loss)

3,702

1,075

6,383

(1,143

)

Foreign currency translation gain, net of tax

(153

)

3,204

1,582

1,390

Comprehensive income

3,549

4,279

7,965

247

Net income (loss) per share:

Common stock - Basic

0.26

0.08

0.45

(0.08

)

Class B common stock - Basic

0.23

0.07

0.40

(0.07

)

Common stock - Diluted

0.25

0.08

0.44

(0.08

)

Class B common stock - Diluted

0.23

0.07

0.40

(0.07

)

Weighted average number of shares:

Common stock - Basic

12,535

12,341

12,492

12,298

Class B common stock - Basic

2,037

2,049

2,042

2,049

Common stock - Diluted

12,787

12,515

12,690

12,298

Class B common stock - Diluted

2,037

2,049

2,042

2,049

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

Fiscal Year Ended

May 30, 2026

May 31, 2025

Operating activities:

Net income (loss)

6,383

(1,143

)

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

Unrealized foreign currency gain

(24

)

(1,002

)

Depreciation and amortization

3,789

4,002

Inventory provisions

499

550

Share-based compensation expense

1,621

1,545

Loss on disposal of property, plant and equipment

Deferred income taxes

1,060

(3,257

)

(Gain) loss on disposal of healthcare assets and related charges

(847

)

5,074

Change in assets and liabilities:

—

Accounts receivable

(8,909

)

130

Inventories

742

206

Prepaid expenses and other assets

(2,265

)

(180

)

Accounts payable

(1,870

)

5,525

Accrued liabilities

1,127

(1,240

)

Other

(554

)

326

Net cash provided by operating activities

762

10,552

Investing activities:

Capital expenditures

(4,383

)

(2,811

)

Proceeds from the sale of property, plant and equipment

—

Proceeds from disposal of healthcare assets

1,300

6,827

Net cash (used in) provided by investing activities

(3,083

)

4,023

Financing activities:

Proceeds from issuance of common stock

993

320

Cash dividends paid on common and Class B common stock

(3,439

)

(3,407

)

Proceeds from revolving credit facility

—

1,000

Repayment of revolving credit facility

—

(1,000

)

Other

(98

)

(159

)

Net cash used in financing activities

(2,544

)

(3,246

)

Effect of exchange rate changes on cash and cash equivalents

743

309

(Decrease) increase in cash and cash equivalents

(4,122

)

11,638

Cash and cash equivalents at beginning of period

35,901

24,263

Cash and cash equivalents at end of period

31,779

35,901

Richardson Electronics, Ltd.

Unaudited Net Sales and Gross Profit

For the Fourth Quarter and Fiscal 2026 and 2025

($ in thousands)

By Strategic Business Unit:

Net Sales

Three Months Ended

FY26 vs. FY25

May 30, 2026

May 31, 2025

% Change

PMT

47,487

37,068

28.1

GES

6,455

5,360

20.4

Canvys

12,255

9,461

29.5

Total

66,197

51,889

27.6

Twelve Months Ended

FY26 vs. FY25

May 30, 2026

May 31, 2025

% Change

PMT

160,490

147,045

9.1

GES

30,814

28,719

7.3

Canvys

37,260

33,145

12.4

Total

228,564

208,909

9.4

Gross Profit

Three Months Ended

May 30, 2026

% of Net Sales

May 31, 2025

% of Net Sales

PMT

14,756

31.1

11,641

31.4

GES

1,952

30.2

1,693

31.6

Canvys

3,953

32.3

3,041

32.1

Total

20,661

31.2

16,375

31.6

Twelve Months Ended

May 30, 2026

% of Net Sales

May 31, 2025

% of Net Sales

PMT

50,092

31.2

44,881

30.5

GES

9,327

30.3

9,030

31.4

Canvys

11,928

32.0

10,889

32.9

Total

71,347

31.2

64,800

31.0

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the Fourth Quarter and Fiscal 2026 and 2025

($ in thousands except per share amounts)

NON-GAAP INCOME (LOSS)

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Operating income (loss) reconciliation

Income (loss) from operations

3,867

631

6,464

(2,463

)

(Gain) loss on disposal of healthcare assets and related charges

(847

)

158

(847

)

5,074

Settlement of an unclaimed state property audit

436

—

436

—

Non-GAAP operating income

3,456

789

6,053

2,611

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Income (loss) before income taxes reconciliation

Income (loss) before income tax

4,149

1,964

7,478

(1,531

)

(Gain) loss on disposal of healthcare assets and related charges

(847

)

158

(847

)

5,074

Settlement of an unclaimed state property audit

436

—

436

—

Non-GAAP income before tax

3,738

2,122

7,067

3,543

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Income tax provision (benefit) reconciliation

Income tax provision (benefit)

447

889

1,095

(388

)

(Gain) loss on disposal of healthcare assets and related charges

(225

)

(225

)

1,319

Settlement of an unclaimed state property audit

—

Valuation allowance adjustment

426

(617

)

426

(617

)

Non-GAAP income tax provision

726

313

1,374

314

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Net income (loss) reconciliation

Net income (loss)

3,702

1,075

6,383

(1,143

)

(Gain) loss on disposal of healthcare assets and related charges

(622

)

117

(622

)

3,755

Settlement of an unclaimed state property audit

358

—

358

—

Valuation allowance adjustment

(426

)

617

(426

)

617

Non-GAAP net income

3,012

1,809

5,693

3,229

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Net income (loss) per diluted share reconciliation

Net income (loss) per diluted share

0.25

0.08

0.44

(0.08

)

(Gain) loss on disposal of healthcare assets and related charges

(0.04

)

—

(0.04

)

0.26

Settlement of an unclaimed state property audit

0.03

—

0.03

—

Valuation allowance reversal

(0.03

)

0.04

(0.03

)

0.04

Non-GAAP income per diluted share

0.21

0.12

0.40

0.22

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the Fourth Quarter and Fiscal 2026 and 2025

($ in thousands except per share amounts)

EBITDA

Three Months Ended

Twelve Months Ended

May 30, 2026

May 31, 2025

May 30, 2026

May 31, 2025

Net income (loss)

3,702

1,075

6,383

(1,143

)

Income tax provision (benefit)

447

889

1,095

(388

)

Depreciation & amortization

892

965

3,789

4,002

EBITDA

5,041

2,929

11,267

2,471

Disposal of healthcare assets

(847

)

158

(847

)

5,074

Settlement of an unclaimed state property audit

436

—

436

—

Adjusted EBITDA

4,194

3,087

10,420

7,545

GRAPHIC

Filename: img150668434_0.jpg · Sequence: 3

Binary file (41460 bytes)

Download img150668434_0.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.1

Document And Entity Information

Jul. 22, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 22, 2026

Entity Registrant Name

RICHARDSON ELECTRONICS, LTD.

Entity Central Index Key

0000355948

Entity Emerging Growth Company

false

Entity File Number

0-12906

Entity Incorporation, State or Country Code

Entity Tax Identification Number

36-2096643

Entity Address, Address Line One

40W267 Keslinger Road

Entity Address, Address Line Two

P.O. Box 393

Entity Address, City or Town

LaFox

Entity Address, State or Province

Entity Address, Postal Zip Code

60147-0393

City Area Code

(630)

Local Phone Number

208-2200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, $0.05 Par Value per share

Trading Symbol

RELL

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- 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

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

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:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- 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:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

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:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration