Richardson Electronics (RELL) returns to Q3 profit as backlog hits $151.2M high

Rhea-AI Filing Summary

Richardson Electronics reported stronger results for its third quarter ended February 28, 2026, with net sales of $55.5 million, up 3.1% year over year, and net income of $0.9 million, or $0.07 per diluted share, compared with a loss a year ago.

Gross margin improved to 31.9% of net sales, and backlog rose 11.4% to $151.2 million, driven mainly by the PMT segment. The Board declared a quarterly cash dividend of $0.06 per common share and $0.054 per Class B common share, payable May 27, 2026.

Positive

• Return to profitability and margin expansion: Q3 FY26 net income was $0.9 million versus a loss in the prior-year quarter, with gross margin improving to 31.9% of net sales from 31.0%, and EBITDA rising to $2.2 million from negative $2.1 million.
• Growing backlog and solid balance sheet: Backlog reached $151.2 million, up 11.4% from the prior quarter and at its highest level in nearly three years, while the company held $29.5 million in cash and no outstanding debt on its revolving credit facility.
• Dividend maintained: The Board declared a quarterly cash dividend of $0.06 per common share and $0.054 per Class B share, reinforcing an ongoing capital return alongside resumed profitability.

Negative

• None.

Insights

Equity research analyst

Quarter shows a solid return to profitability with growing backlog and a maintained dividend.

Richardson Electronics grew Q3 FY26 net sales to $55.5 million, up 3.1%, led by a 9.7% increase in PMT sales. Net income reached $0.9 million after a loss in the prior-year quarter, and EBITDA improved to $2.2 million.

Profitability quality improved as gross margin expanded to 31.9% from 31.0%, while operating expenses rose to $16.2 million as the company added staff and support costs. Segment trends were mixed, with PMT growing but GES and Canvys declining on project timing.

Backlog increased 11.4% sequentially to $151.2 million, the highest level in nearly three years, indicating sustained demand, particularly in power management and semiconductor applications. The company ended the quarter with $29.5 million in cash, no revolver debt, and declared a quarterly dividend of $0.06 per common share.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q3 FY26 net sales: $55.5 million Q3 FY26 net income: $0.9 million Q3 FY26 diluted EPS: $0.07 per share +5 more

8 metrics

Q3 FY26 net sales $55.5 million Third quarter fiscal 2026 net sales, up 3.1% year over year

Q3 FY26 net income $0.9 million Third quarter fiscal 2026 net income, versus prior-year loss

Q3 FY26 diluted EPS $0.07 per share Earnings per common share (diluted) for third quarter fiscal 2026

Quarter-end backlog $151.2 million Backlog at February 28, 2026, up 11.4% from prior quarter end

Q3 gross margin 31.9% of net sales Third quarter fiscal 2026 gross margin versus 31.0% a year earlier

Quarterly dividend – common $0.06 per share Declared quarterly cash dividend on common stock, payable May 27, 2026

Q3 FY26 EBITDA $2.2 million EBITDA for the third quarter of fiscal 2026

Cash and cash equivalents $29.5 million Cash balance as of February 28, 2026, with no revolver debt

Key Terms

EBITDA, backlog, non-GAAP operating income, Adjusted EBITDA, +1 more

5 terms

EBITDA financial

"EBITDA* was $2.2 million in the third quarter of fiscal 2026."

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

backlog financial

"Backlog grew 11.4% to $151.2 million at the end of the third quarter of fiscal 2026."

A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.

non-GAAP operating income financial

"Non-GAAP operating income was $2.2 million in the prior year’s third quarter."

Non-GAAP operating income is a measure of a company's profit from its core business activities, calculated by excluding certain expenses or income that are not part of regular operations. It provides a clearer picture of how well the business is performing by focusing on ongoing operations, helping investors compare companies more consistently and make better-informed decisions.

Adjusted EBITDA financial

"EBITDA* after adjusting to exclude the loss on the sale of the majority of Healthcare assets (Adjusted EBITDA*) was $2.8 million in the third quarter of fiscal 2025."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Class B common stock financial

"a $0.054 cash dividend per share to holders of Class B common stock."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Earnings Snapshot

Net sales: $55.5 million

third quarter of fiscal 2026

Net sales $55.5 million +3.1% year over year

Net income $0.9 million improved from prior-year net loss of $2.1 million

Diluted EPS $0.07 improved from prior-year diluted loss per share of $0.15

Gross margin 31.9% up from 31.0% in prior-year quarter

Backlog $151.2 million up 11.4% from end of fiscal second quarter 2026

Understanding 8-K Material Events →

0000355948false00003559482026-04-082026-04-08

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): April 08, 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 April 8, 2026, Richardson Electronics, Ltd. (the “Company”) issued a press release announcing earnings results for the third quarter ended February 28, 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 April 8, 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:	April 8, 2026	By:	/s/ Robert J. Ben
			Chief Financial Officer and Chief Accounting Officer

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 THIRD QUARTER RESULTS; DECLARES QUARTERLY CASH DIVIDEND

Third-Quarter Net Income of $0.9 million, or $0.07 per diluted share

Q3 FY26 net sales increase led by a 9.7% YoY increase in

PMT net sales

Total backlog at February 28, 2026, was up 11.4% from end of the fiscal second quarter

LaFox, IL, APRIL 8, 2026: Richardson Electronics, Ltd. (NASDAQ: RELL) today reported financial results for its third quarter ended February 28, 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 has now delivered seven consecutive quarters of year-over-year sales growth, reflecting continued progress in executing our multi-year strategy. Our performance this quarter was led by strong momentum in PMT, particularly in EDG and the semifab equipment market. Third quarter sales growth was supported by continued discipline around gross margin and operating expenses. Our performance reflects the strength of our team, as we continue to invest across the organization to build depth, technical expertise, and operating performance,” said Edward J. Richardson, Chairman, CEO, and President.

“As we look ahead, our backlog now stands at its highest level in nearly three years, providing us with confidence in our future growth outlook. We are seeing sustained demand across key end markets, particularly in power management, energy transition, and semiconductor applications, and we believe our focused investments in engineering, product development, and customer engagement are positioning us to capitalize on these opportunities. With a strengthened pipeline, strong balance sheet, and improving order trends, we remain confident in our ability to drive continued growth and deliver long-term value for our shareholders,” Mr. Richardson concluded.

Third Quarter Results

Net sales for the third quarter of fiscal 2026 were $55.5 million, a 3.1% increase from $53.8 million in the prior year’s third quarter. When excluding Healthcare, net sales increased 6.0% year-over-year.

Year-over-year net sales growth was due to higher sales in PMT. PMT sales increased due to strong growth in semi-conductor wafer fab and RF and Microwave products. Since the January 2025 Healthcare asset sale, the Healthcare segment was consolidated into the PMT segment. When excluding Healthcare net sales, PMT net sales increased by 14.5%. GES sales decreased by $0.5 million, or 5.4% due to project timing. Canvys’ sales decreased $1.2 million, or 13.5%, due to project timing in North America.

Backlog grew 11.4% to $151.2 million at the end of the third quarter of fiscal 2026, versus $135.7 million at the end of the second quarter of fiscal 2026, primarily driven by an increase in PMT. While total GES backlog improved slightly, core backlog grew more, highlighting continued strength in underlying demand for both new products and existing programs.

Gross margin for the third quarter was 31.9% of net sales, compared to 31.0% during the third quarter of fiscal 2025. PMT gross margin increased to 32.1%, compared to 29.9%, as a result of product mix and lower manufacturing under absorption. GES gross margin decreased to 30.8%, from 32.8% due to product mix. Canvys gross margin decreased to 32.2%, from 33.2% primarily due to unfavorable manufacturing absorption and higher freight costs.

Operating expenses were $16.2 million, compared to $14.5 million in the third quarter of fiscal 2025. The increase in operating expenses resulted from higher salaries and incentives associated with critical adds to staff and in support of our existing employees, as well as related medical benefits and travel expenses. Also, the operating expenses in the third quarter of fiscal 2025 were historically low.

Operating income was $1.5 million for the third quarter of fiscal 2026, compared to an operating loss of $2.7 million and non-GAAP operating income* of $2.2 million in the prior year’s third quarter. Other expenses for the third quarter of fiscal 2026, including interest income and foreign exchange were $0.3 million, compared to other expenses of $0.3 million in the third quarter of fiscal 2025.

Income tax provision was $0.3 million for the third quarter of fiscal 2026, versus an income tax benefit of $1.0 million and non-GAAP income tax provision* of $0.2 million in the prior year’s third quarter. The effective tax rate for the third quarter of fiscal 2026 was 25.3%.

Net income was $0.9 million for the third quarter of fiscal 2026, compared to net loss of $2.1 million and non-GAAP net income* of $1.6 million for the third quarter of fiscal 2025. Earnings per common share (diluted) were $0.07 in the third quarter of fiscal 2026, compared to net loss per common share (diluted) of $0.15 and non-GAAP earnings per common share (diluted)* of $0.11 in the third quarter of fiscal 2025.

EBITDA* was $2.2 million in the third quarter of fiscal 2026. EBITDA* for the third quarter of fiscal 2025 was a negative $2.1 million. EBITDA* after adjusting to exclude the loss on the sale of the majority of Healthcare assets (Adjusted EBITDA*) was $2.8 million in the third quarter of fiscal 2025.

The Company maintained its solid financial position with cash and cash equivalents of $29.5 million as of February 28, 2026, versus $33.1 million as of November 29, 2025. Cash used during the third quarter of fiscal 2026 primarily related to inventory associated with final buys from a critical supplier and the payment of dividends. The Company also invested $0.8 million during the quarter in capital expenditures, primarily related to its manufacturing business, facilities improvements, and IT systems, versus $0.5 million during last year’s third quarter.

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

Financial Summary for the Nine Months Ended February 28, 2026

•Net sales for the first nine months of fiscal 2026 were $162.4 million, an increase of 3.4%, compared to net sales of $157.0 million during the first nine months of fiscal 2025. When excluding Healthcare, net sales increased 7.2% year-over-year. Sales increased by $3.0 million or 2.8% for PMT, $1.0 million or 4.3% for GES and $1.3 million or 5.6% for Canvys. When excluding Healthcare net sales, PMT net sales increased 8.2%.

•Gross profit increased to $50.7 million during the first nine months of fiscal 2026, compared to $48.4 million during the first nine months of fiscal 2025. As a percentage of net sales, gross margin improved to 31.2% of net sales during the first nine months of fiscal 2026, compared to 30.8% during the first nine months of fiscal 2025.

•Operating expenses increased to $48.1 million for the first nine months of fiscal 2026, compared to $46.6 million for the first nine months of fiscal 2025. As a percentage of net sales, operating expenses were 29.6% in the first nine months of fiscal 2026 versus 29.7% in the prior year’s first nine months. The increase in operating expenses resulted primarily from higher salaries, incentive and legal expenses.

•Operating income during the first nine months of fiscal 2026 was $2.6 million, compared to an operating loss of $3.1 million and non-GAAP operating income* of $1.8 million during the first nine months of fiscal 2025.

•Other income, for the first nine months of fiscal 2026, including interest income, foreign exchange, and other, was $0.7 million, as compared to other expense of $0.4 million in the first nine months of fiscal 2025. The increase from the prior year’s first nine months was mainly due to a non-recurring gain of $0.9 million.

•The income tax provision was $0.6 million for the first nine months of fiscal 2026 compared to an income tax benefit of $1.3 million and non-GAAP income tax provision* of $1,000 during the first nine months of fiscal 2025.

•Net income for the first nine months of fiscal 2026 was $2.7 million, versus a net loss of $2.2 million and non-GAAP net income* of $1.4 million during the first nine months of fiscal 2025. Earnings per common share (diluted) were $0.19 for the first nine months of fiscal 2026 compared to $0.16 net loss per common share (diluted) and non-GAAP earnings per common share* of $0.10 for the first nine months of fiscal 2025.

•EBITDA* for the first nine months of fiscal 2026 was $6.2 million versus negative $0.5 million in the prior year’s first nine months. EBITDA* after adjusting to exclude the loss on the sale of Healthcare assets (Adjusted EBITDA*) was $4.5 million in the first nine months of fiscal 2025.

* 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 May 27, 2026, to common stockholders of record as of May 8, 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: Non-GAAP operating income is GAAP operating income (loss), adjusted to exclude a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. The following table represents the Company’s calculation of non-GAAP operating income for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

		Unaudited
		($ in thousands)
		Three Months Ended								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Operating income (loss) reconciliation
Income (loss) from operations		$	1,497			$	(2,743	)		$	2,597			$	(3,094	)
Loss on disposal of healthcare assets and other charges			—				4,916				—				4,916
Non-GAAP operating income		$	1,497			$	2,173			$	2,597			$	1,822

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

		Unaudited
		($ in thousands)
		Three Months Ended								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Income (loss) before income taxes reconciliation
Income (loss) before income taxes		$	1,195			$	(3,088	)		$	3,329			$	(3,495	)
Loss on disposal of healthcare assets and other charges			—				4,916				—				4,916
Non-GAAP income before taxes		$	1,195			$	1,828			$	3,329			$	1,421

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 a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. 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								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Income tax provision (benefit) reconciliation
Income tax provision (benefit)		$	302			$	(1,031	)		$	648			$	(1,277	)
Loss on disposal of healthcare assets and other charges			—				1,278				—				1,278
Non-GAAP income tax provision		$	302			$	247			$	648			$	1

Non-GAAP Net Income: Non-GAAP Net Income is net income (loss), adjusted to exclude a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. The following table represents the Company’s calculation of non-GAAP Net Income for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

		Unaudited
		($ in thousands)
		Three Months Ended								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Net income (loss) reconciliation
Net income (loss)		$	893			$	(2,057	)		$	2,681			$	(2,218	)
Loss on disposal of healthcare assets and other charges			—				3,638				—				3,638
Non-GAAP net income		$	893			$	1,581			$	2,681			$	1,420

Non-GAAP Earnings Per Common Share (Diluted): Non-GAAP Earnings Per Common Share (Diluted) is net income (loss) per share (diluted), adjusted to exclude a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. The following table represents the Company’s calculation of non-GAAP Earnings Per Common Share (diluted) for the periods presented and a reconciliation to the most directly comparable GAAP financial measure:

		Unaudited
		Three Months Ended								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Net income (loss) per share (diluted) reconciliation
Net income (loss) per share (diluted)		$	0.07			$	(0.15	)		$	0.19			$	(0.16	)
Loss on disposal of healthcare assets and other charges			—				0.26				—				0.26
Non-GAAP net income per share (diluted)		$	0.07			$	0.11			$	0.19			$	0.10

NON-GAAP FINANCIAL MEASURES

(continued)

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								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Net income (loss)		$	893			$	(2,057	)		$	2,681			$	(2,218	)
Income tax provision (benefit)			302				(1,031	)			648				(1,277	)
Depreciation & amortization			989				978				2,897				3,037
EBITDA		$	2,184			$	(2,110	)		$	6,226			$	(458	)

Adjusted EBITDA: Adjusted EBITDA is EBITDA (a non-GAAP financial measure defined and calculated in accordance with the above), adjusted to exclude a one-time loss on the sale of assets of the Company’s Healthcare business recorded in fiscal 2025. 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								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Net income (loss)		$	893			$	(2,057	)		$	2,681			$	(2,218	)
Income tax provision (benefit)			302				(1,031	)			648				(1,277	)
Depreciation & amortization			989				978				2,897				3,037
EBITDA			2,184				(2,110	)			6,226				(458	)
Loss on disposal of healthcare assets and other charges			-				4,916				-				4,916
Adjusted EBITDA		$	2,184			$	2,806			$	6,226			$	4,458

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 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, April 9, 2026, at 9:00 a.m. Central Time, to discuss its third quarter 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 April 9, 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.

Consolidated Balance Sheets

(in thousands, except per share amounts)

		Unaudited				Audited
		February 28, 2026				May 31, 2025
Assets
Current assets:
Cash and cash equivalents		$	29,494			$	35,901
Accounts receivable, less allowance for credit losses of $300 and $250, respectively			27,041				24,117
Inventories, net			107,619				102,799
Prepaid expenses and other assets			5,827				3,070
Total current assets			169,981				165,887
Non-current assets:
Property, plant and equipment, net			18,894				18,355
Intangible assets, net			300				345
Right of use lease assets, net			1,573				2,276
Deferred income tax assets			8,709				8,744
Other non-current assets			342				228
Total non-current assets			29,818				29,948
Total assets		$	199,799			$	195,835
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	23,010			$	21,339
Accrued liabilities			13,872				14,276
Lease liabilities current			938				1,171
Total current liabilities			37,820				36,786
Non-current liabilities:
Deferred income tax liabilities			84				81
Lease liabilities non-current			635				1,105
Other non-current liabilities			1,110				1,204
Total non-current liabilities			1,829				2,390
Total liabilities			39,649				39,176
Commitments and contingencies
Stockholders’ Equity
Common stock, $0.05 par value; 12,520 and 12,362 shares issued    and outstanding on February 28, 2026 and May 31, 2025, respectively			625				618
Class B common stock, convertible, $0.05 par value; 2,037 and 2,049 shares      issued and outstanding on February 28, 2026 and May 31, 2025,      respectively			102				102
Additional paid-in-capital			76,088				74,445
Retained earnings			79,446				79,340
Accumulated other comprehensive income			3,889				2,154
Total stockholders' equity			160,150				156,659
Total liabilities and stockholders’ equity		$	199,799			$	195,835

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(in thousands, except per share amounts)

		Three Months Ended								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Net sales		$	55,472			$	53,804			$	162,367			$	157,020
Cost of sales			37,792				37,131				111,681				108,595
Gross profit			17,680				16,673				50,686				48,425
Selling, general and administrative expenses			16,176				14,500				48,079				46,607
Loss (gain) on disposal of property, plant and equipment			7				—				10				(4	)
Loss on disposal of healthcare assets and related charges			—				4,916				—				4,916
Operating income (loss)			1,497				(2,743	)			2,597				(3,094	)
Other (expense) income:
Interest income			122				84				436				187
Foreign exchange loss			(437	)			(456	)			(627	)			(616	)
Other, net			13				27				923				28
Total other (expense) income			(302	)			(345	)			732				(401	)
Income (loss) before income taxes			1,195				(3,088	)			3,329				(3,495	)
Income tax provision (benefit)			302				(1,031	)			648				(1,277	)
Net income (loss)			893				(2,057	)			2,681				(2,218	)
Foreign currency translation gain (loss), net of tax			1,072				(702	)			1,735				(1,814	)
Comprehensive income (loss)		$	1,965			$	(2,759	)		$	4,416			$	(4,032	)
Net income (loss) per share:
Common stock - Basic		$	0.07			$	(0.15	)		$	0.19			$	(0.16	)
Class B common stock - Basic			0.06				(0.13	)			0.17				(0.14	)
Common stock - Diluted			0.07				(0.15	)			0.19				(0.16	)
Class B common stock - Diluted			0.06				(0.13	)			0.17				(0.14	)
Weighted average number of shares:
Common stock – Basic			12,493				12,333				12,455				12,283
Class B common stock – Basic			2,037				2,049				2,044				2,049
Common stock – Diluted			12,696				12,333				12,628				12,283
Class B common stock – Diluted			2,037				2,049				2,044				2,049

Richardson Electronics, Ltd.

Unaudited Consolidated Statements of Cash Flows

(in thousands)

		Three Months Ended								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Operating activities:
Net income (loss)		$	893			$	(2,057	)		$	2,681			$	(2,218	)
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Unrealized foreign currency loss (gain)			(257	)			456				(421	)			429
Depreciation and amortization			989				978				2,897				3,037
Inventory provisions			135				123				314				346
Share-based compensation expense			330				320				1,296				1,226
Loss (gain) on disposal of property, plant and equipment			7				—				10				(4	)
Deferred income taxes			—				(3	)			36				(82	)
Loss on disposal of healthcare assets and related charges			—				4,916				—				4,916
Change in assets and liabilities:
Accounts receivable			642				(333	)			(2,532	)			(1,470	)
Inventories			(1,506	)			2,873				(2,999	)			1,132
Prepaid expenses and other assets			46				(382	)			(2,875	)			(344	)
Accounts payable			(682	)			2,585				1,406				7,249
Accrued liabilities			(2,924	)			(4,661	)			(563	)			(4,115	)
Other			(323	)			(214	)			(632	)			376
Net cash (used in) provided by operating activities			(2,650	)			4,601				(1,382	)			10,478
Investing activities:
Capital expenditures			(759	)			(549	)			(3,390	)			(1,992	)
Proceeds from sale of property, plant and equipment			—				—				—				7
Proceeds from disposal of Healthcare assets			—				6,985				—				6,985
Net cash (used in) provided by investing activities			(759	)			6,436				(3,390	)			5,000
Financing activities:
Proceeds from issuance of common stock			239				—				453				307
Cash dividends paid on common and Class B common stock			(859	)			(852	)			(2,575	)			(2,555	)
Proceeds from revolving credit facility			—				—				—				1,000
Repayment of revolving credit facility			—				—				—				(1,000	)
Other			—				—				(99	)			(159	)
Net cash used in by financing activities			(620	)			(852	)			(2,221	)			(2,407	)
Effect of exchange rate changes on cash and cash equivalents			385				(145	)			586				(659	)
(Decrease) increase in cash and cash equivalents			(3,644	)			10,040				(6,407	)			12,412
Cash and cash equivalents at beginning of period			33,138				26,635				35,901				24,263
Cash and cash equivalents at end of period		$	29,494			$	36,675			$	29,494			$	36,675

Richardson Electronics, Ltd.

Unaudited Net Sales and Gross Profit

For the Third Quarter and First Nine Months of Fiscal 2026 and 2025

($ in thousands)

By Strategic Business Unit

Net Sales

		Three Months Ended								FY26 vs. FY25
		February 28, 2026				March 1, 2025				% Change
PMT		$	38,726			$	35,310				9.7	%
GES			8,795				9,299				-5.4	%
Canvys			7,951				9,195				-13.5	%
Total		$	55,472			$	53,804				3.1	%

		Nine Months Ended								FY26 vs. FY25
		February 28, 2026				March 1, 2025				% Change
PMT		$	113,003			$	109,977				2.8	%
GES			24,359				23,359				4.3	%
Canvys			25,005				23,684				5.6	%
Total		$	162,367			$	157,020				3.4	%

Gross Profit

		Three Months Ended
		February 28, 2026				% of Net Sales				March 1, 2025				% of Net Sales
PMT		$	12,412				32.1	%		$	10,568				29.9	%
GES			2,711				30.8	%			3,049				32.8	%
Canvys			2,557				32.2	%			3,056				33.2	%
Total		$	17,680				31.9	%		$	16,673				31.0	%

		Nine Months Ended
		February 28, 2026				% of Net Sales				March 1, 2025				% of Net Sales
PMT		$	35,336				31.3	%		$	33,240				30.2	%
GES			7,375				30.3	%			7,337				31.4	%
Canvys			7,975				31.9	%			7,848				33.1	%
Total		$	50,686				31.2	%		$	48,425				30.8	%

Richardson Electronics, Ltd.

Unaudited Reconciliation Between GAAP and Non-GAAP Financial Measures

For the Third Quarter and First Nine Months of Fiscal 2026 and 2025

($ in thousands)

NON-GAAP INCOME (LOSS)

		Three Months Ended								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Operating income (loss) reconciliation
Income (loss) from operations		$	1,497			$	(2,743	)		$	2,597			$	(3,094	)
Loss on disposal of healthcare assets and other charges			—				4,916				—				4,916
Non-GAAP operating income		$	1,497			$	2,173			$	2,597			$	1,822
Income (loss) before income taxes reconciliation
Income (loss) before income taxes		$	1,195			$	(3,088	)		$	3,329			$	(3,495	)
Loss on disposal of healthcare assets and other charges			—				4,916				—				4,916
Non-GAAP income before taxes		$	1,195			$	1,828			$	3,329			$	1,421
Income tax provision (benefit) reconciliation
Income tax provision (benefit)		$	302			$	(1,031	)		$	648			$	(1,277	)
Loss on disposal of healthcare assets and other charges			—				1,278				—				1,278
Non-GAAP income tax provision		$	302			$	247			$	648			$	1
Net income (loss) reconciliation
Net income (loss)		$	893			$	(2,057	)		$	2,681			$	(2,218	)
Loss on disposal of healthcare assets and other charges			—				3,638				—				3,638
Non-GAAP net income		$	893			$	1,581			$	2,681			$	1,420
Net income (loss) per share (diluted) reconciliation
Net income (loss) per share (diluted)		$	0.07			$	(0.15	)		$	0.19			$	(0.16	)
Loss on disposal of healthcare assets and other charges			—				0.26				—				0.26
Non-GAAP net income per share (diluted)		$	0.07			$	0.11			$	0.19			$	0.10
EBITDA
		Three Months Ended								Nine Months Ended
		February 28, 2026				March 1, 2025				February 28, 2026				March 1, 2025
Net income (loss)		$	893			$	(2,057	)		$	2,681			$	(2,218	)
Income tax provision (benefit)			302				(1,031	)			648				(1,277	)
Depreciation & amortization			989				978				2,897				3,037
EBITDA			2,184				(2,110	)			6,226				(458	)
Loss on disposal of healthcare assets and other charges			—				4,916				—				4,916
Adjusted EBITDA		$	2,184			$	2,806			$	6,226			$	4,458

FAQ

How did Richardson Electronics (RELL) perform in Q3 fiscal 2026?

Richardson Electronics reported Q3 FY26 net sales of $55.5 million, up 3.1% year over year, and net income of $0.9 million. Earnings were $0.07 per diluted share, compared with a net loss and negative earnings per share in the prior-year quarter.

What drove Richardson Electronics’ revenue growth in Q3 FY26?

Revenue growth was led by the PMT segment, where net sales rose 9.7% year over year to $38.7 million. Growth reflected strong demand in semiconductor wafer fab and RF and microwave products, while GES and Canvys sales declined due to project timing factors.

How did Richardson Electronics’ profitability and margins change in Q3 FY26?

Profitability improved, with Q3 FY26 net income of $0.9 million versus a prior-year loss and EBITDA of $2.2 million versus negative EBITDA. Gross margin increased to 31.9% of net sales, helped by a higher PMT margin of 32.1% compared with 29.9% a year earlier.

What is Richardson Electronics’ backlog and what does it indicate?

Backlog at February 28, 2026, was $151.2 million, up 11.4% from the end of the fiscal second quarter. Management noted this is the highest level in nearly three years and highlighted strong demand, especially in power management, energy transition, and semiconductor applications.

Did Richardson Electronics (RELL) declare a dividend with these results?

Yes. The Board declared a quarterly cash dividend of $0.06 per common share and $0.054 per Class B common share. The dividend is payable on May 27, 2026, to shareholders of record as of May 8, 2026.

How did Richardson Electronics perform over the first nine months of fiscal 2026?

For the first nine months of FY26, net sales were $162.4 million, up 3.4% year over year, and net income was $2.7 million versus a loss previously. EBITDA improved to $6.2 million, and gross margin increased to 31.2% of net sales from 30.8%.

What is Richardson Electronics’ cash position and debt level as of Q3 FY26?

As of February 28, 2026, Richardson Electronics held $29.5 million in cash and cash equivalents, down from $33.1 million three months earlier. The company reported no outstanding debt on its revolving line of credit with PNC Bank.

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