[8-K] CTS Corporation Reports Material Event

Rhea-AI Filing Summary

Amended Form 6-K corrects a clerical error in the previously filed July 1, 2025 report and restates AGM Group’s current capital structure.

On 25 Jun 2025 the board:

• Cancelled 12,000 Class B shares held by former CTO Yufeng Mi and 30,000 held by Wenjie Tang.
• Issued 1,200,000 new Class B shares to CEO/CSO Bo Zhu for past and future services; no cash was paid.

After these actions the company has 3,174,163 shares outstanding (1,974,163 Class A; 1,200,000 Class B). Class A carries one vote, Class B five votes. Bo Zhu now owns 37.81 % of equity but controls 75.24 % of total voting power.

The dual-class structure makes AGMH a “controlled company” under Nasdaq rules, allowing optional exemptions from certain corporate-governance requirements. No financial results, earnings data or operational updates are included.

Positive

• Corrects previously misstated Class B share count, improving disclosure accuracy.

Negative

• CEO now controls 75.24 % of voting power, heightening governance and minority-rights risk.
• Issuance of 1.2 M Class B shares without cash consideration significantly dilutes public voting influence.

Insights

Corporate Governance Analyst

TL;DR: CEO awarded 1.2 M super-voting shares, gaining 75 % control; minority-holder risk rises.

The amendment fixes disclosure but formalises a substantial governance shift. The 1.2 M non-convertible Class B shares issued for “services” expand total equity by only 36 %, yet voting control consolidates under Bo Zhu (75.24 %). AGMH now qualifies as a Nasdaq “controlled company,” enabling exemptions from board-independence and committee rules. With no performance hurdles or cash consideration, the grant entrenches management and weakens shareholder protections—overall a negative signal for governance-focused investors.

Securities Analyst

TL;DR: Structural—not operational—change; limited near-term financial impact.

The filing involves share-class rebalancing, with negligible effect on aggregate market capitalization because Class B is illiquid and non-transferable. While voting dilution is material, economic dilution is minor (net +1.158 M shares). Unless the market prices a governance discount, valuation impact should be modest. No earnings, cash-flow or guidance metrics were provided, so fundamental forecasts remain unchanged.

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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 24, 2025

CTS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Indiana			1-4639	35-0225010
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4925 Indiana Avenue
Lisle, Illinois				60532
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (630) 577-8800

(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, no par value		CTS		The 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 2.02 Results of Operations and Financial Condition.

On July 24, 2025, CTS Corporation (the "Company") issued a press release providing certain results for the second quarter ended June 30, 2025, as more fully described in the press release. A copy of the press release is attached hereto as Exhibit 99.l and is incorporated by reference herein.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.l hereto, is being "furnished" to the Securities and Exchange Commission and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

As disclosed in the press release furnished as Exhibit 99.1, the Company will hold a live web cast on July 24, 2025, relating to the Company's financial results for the second quarter ended June 30, 2025. A copy of the slides to be presented during the Company's web cast and discussed in the conference call relating to such financial results is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1		Earnings Release dated July 24, 2025
99.2		Slides of CTS Corporation, 2nd Quarter 2025, dated July 24, 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2025		CTS CORPORATION
	By:	/s/ Ashish Agrawal
		Ashish Agrawal
		Vice President and Chief Financial Officer

FAQ

What did AGM Group (AGMH) change in this amended Form 6-K?

It corrected the number of Class B shares held by CEO Bo Zhu and restated share cancellations and issuances.

How many new Class B shares were issued to CEO Bo Zhu?

1,200,000 Class B shares were issued on 25 Jun 2025 for past and future services.

What is AGMH’s post-transaction share count?

Total shares: 3,174,163 (1,974,163 Class A; 1,200,000 Class B).

How much voting power does the CEO now hold?

Bo Zhu controls 75.24 % of the company’s aggregate voting power.

Does AGMH now qualify as a Nasdaq “controlled company”?

Yes. With over 50 % voting control held by one individual, AGMH meets the definition and may claim related governance exemptions.