TTM Technologies (NASDAQ: TTMI) pairs 50% growth outlook with Epiq takeover
Rhea-AI Filing Summary
TTM Technologies, Inc. is planning to acquire Epiq Solutions for an all-cash $1.1 billion purchase price, subject to customary closing adjustments. TTM’s subsidiary will buy all membership interests of Epiq, with TTM providing a parent guarantee. Closing is conditioned on regulatory approvals, including expiration or termination of the Hart-Scott-Rodino waiting period, satisfaction of customary covenants, and the absence of a defined Material Adverse Effect. The agreement can terminate if the deal has not closed by November 15, 2026, with a possible automatic extension to May 15, 2027, and includes a $77.0 million fee payable by the buyer if required regulatory approvals are not obtained. To fund the transaction, TTM obtained committed incremental senior secured term loan facilities totaling $1.1 billion (a $300 million Term A and $800 million Term B) under its existing credit agreement, with proceeds to pay the purchase price, transaction fees and expenses, and refinance certain Epiq indebtedness. TTM states the acquisition is expected to be immediately accretive to Adjusted EBITDA margin and accretive to Non-GAAP diluted EPS during 2028, and highlights strong recent performance, including Q2 2026 revenue of $1.0 billion (up 37% year over year) and 2026 revenue guidance of $4.4 billion, signaling over 50% growth year over year.
Positive
- Planned acquisition of Epiq Solutions for $1.1 billion in cash, expected to be immediately accretive to Adjusted EBITDA margin and accretive to Non-GAAP diluted EPS during 2028.
- Record Q2 2026 revenue of $1.0 billion, representing 37% year-over-year growth, indicating rapid top-line expansion.
- Data Center & Networking Q2 2026 revenue of $405 million, up 91% year over year, driven by strategic investments in capacity.
- Aerospace & Defense Q2 2026 revenue of $371 million, up 14% year over year, with a record A&D program backlog of $1.7 billion.
- 2026 revenue guidance of $4.4 billion, signaling over 50% year-over-year growth, with N+M production ramps expected to contribute $600 million of Data Center & Networking revenue in the second half of 2026.
Negative
- Acquisition financing relies on new incremental senior secured term loans totaling $1.1 billion, increasing leverage and exposing TTM to credit market and refinancing risks.
- If required regulatory approvals are not obtained and the deal terminates under specified circumstances, the buyer must pay a $77.0 million termination fee to Epiq Solutions.
Filing Explained
TTM’s proposed Epiq acquisition remains subject to regulatory and other closing conditions, but not to financing: the committed debt facilities have their own conditions, and the deal may close without those facilities or other financing.
8-K Event Classification
Key Figures
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Material Adverse Effect regulatory
representation and warranty insurance policy financial
incremental senior secured term loan B facility financial
Adjusted EBITDA financial
Non-GAAP Diluted EPS financial
FAQ
What acquisition did TTM Technologies (TTMI) announce and what is the purchase price?
How will TTM Technologies (TTMI) finance the Epiq Solutions acquisition?
When is the TTM Technologies (TTMI) acquisition of Epiq Solutions expected to close and what approvals are needed?
What are the key termination and breakup fee terms in TTM Technologies’ (TTMI) deal for Epiq Solutions?
How is TTM Technologies (TTMI) currently performing financially and what is its 2026 outlook?
Is the planned Epiq Solutions acquisition expected to be accretive to TTM Technologies (TTMI)?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. ☐
Section 1 - Registrant’s Business and Operations
| Item 1.01. | Entry Into a Material Definitive Agreement. |
Purchase Agreement
On August 15, 2026, TTM Technologies, Inc., a Delaware corporation (the “Company”), TTM Technologies North America, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Buyer”), EDS Intermediate Holding, LLC, a Delaware limited liability company (“Epiq Solutions”), and EDS TopCo, LP, a Delaware limited partnership (the “Seller”), entered into a definitive securities purchase agreement (the “Purchase Agreement”) pursuant to which the Buyer agreed to purchase from the Seller all of the issued and outstanding membership interests of Epiq Solutions for a purchase price of $1,100,000,000 in cash (the “Purchase Price”), subject to customary working capital and certain other adjustments (the “Acquisition”). The Acquisition has been unanimously approved by the board of directors of the Company. Pursuant to the Purchase Agreement, the Company has guaranteed the payment and performance obligations of the Buyer under the Purchase Agreement, including the obligation of Buyer to pay the Purchase Price (the “Parent Guarantee”), and the Company is a party to the Purchase Agreement solely for the limited purpose of providing the Parent Guarantee.
Consummation of the Acquisition is subject to the satisfaction of certain conditions, including (i) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) the absence of any order or injunction restraining or prohibiting the consummation of the Acquisition. The Buyer’s obligation to consummate the transactions contemplated by the Purchase Agreement is also subject to, among other things, (i) the accuracy of representations and warranties of the Seller and Epiq Solutions set forth in the Purchase Agreement, (ii) compliance with covenants of the Seller and Epiq Solutions set forth in the Purchase Agreement, and (iii) the absence of a Material Adverse Effect (as defined in the Purchase Agreement) after the date of the Purchase Agreement.
The parties to the Purchase Agreement (other than the Company) have made to each other certain representations and warranties, and have agreed to certain covenants and agreements, including with respect to cooperation, regulatory approvals, the Buyer’s financing of the Acquisition, the conduct and operation of Epiq Solutions prior to the closing and similar matters. Although the Purchase Agreement does not include general indemnification provisions in favor of the Buyer or the Company, the Buyer has obtained a representation and warranty insurance policy that will provide coverage for certain representations and warranties of the Seller and Epiq Solutions contained in the Purchase Agreement, subject to a retention amount, exclusions, policy limits and certain other terms and conditions.
The Purchase Agreement may be terminated in certain circumstances, including, among others, if the transaction does not close by November 15, 2026 (subject to automatic extension to May 15, 2027 in certain circumstances). Additionally, either party may terminate the Purchase Agreement upon a breach by the other party of any representation, warranty, covenant or agreement made by such breaching party in the Purchase Agreement, such that the conditions related to the representations, warranties, covenants and agreements made by such breaching party would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 30 days after written notice of such breach and intention to terminate as a result of such breach or (ii) November 13, 2026 (subject to extension to May 14, 2027 in certain circumstances). If the Purchase Agreement is terminated under circumstances in which certain required regulatory approvals are not obtained, the Buyer is required to pay or cause to be paid to Epiq Solutions a termination fee of $77.0 million.
The Purchase Agreement has been filed with this Current Report on Form 8-K (“Report”) to provide investors and security holders with information regarding its terms. Except for its status as the contractual document that established and governs the legal relations among the parties thereto with respect to the transactions described above, it is not intended to provide any other factual, business or operational information about the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties or covenants or any description hereof as characterization of the actual state of facts or condition of the Company, Buyer, Epiq Solutions, Seller, any of their respective affiliates, or their respective businesses. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
A copy of the Purchase Agreement is filed as Exhibit 2.1 to this Report and incorporated herein by reference thereto. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement.
Debt Commitment Letter
In connection with the Company entering into the Purchase Agreement, on August 15, 2026, the Company entered into a commitment letter (the “Commitment Letter”) with JPMorgan Chase Bank, N.A. (“JPM”), Barclays Bank PLC (“Barclays”), Bank of America, N.A. (“Bank of America”), and BofA Securities, Inc. (“BofA Securities” and, together with JPM, Barclays and Bank of America, the “Commitment Parties”) pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide, and agreed to arrange and syndicate pursuant to the Company’s existing Second Amended and Restated Credit Agreement, dated as of June 1, 2026, by and among the Company, JPM, as Administrative Agent, and the other parties thereto (the “Existing Credit Agreement”): (a) an incremental senior secured term loan A facility in an aggregate principal amount of $300 million (the “Term A Incremental Facility”) and (b) a seven-year incremental senior secured term loan B facility in an aggregate principal amount of $800 million (the “Term B Incremental Facility” and, together with the Term A Incremental Facility, the “Incremental Facilities”), the proceeds of which will be used for the payment of the Purchase Price contemplated by, and the payment of fees, costs and expenses incurred in connection with, the Purchase Agreement and the refinancing of certain indebtedness of Epiq Solutions. The Term A Incremental Facility may include a springing maturity date consistent with the Revolving Springing Maturity Date (as defined in the Existing Credit Agreement) to the extent that the consent of the Required Lenders (as defined in the Existing Credit Agreement) is received on or prior to the Incremental Facility Closing Date (as defined in the Commitment Letter). The above amendment does not reflect any inability to incur the Term A Incremental Facility absent such amendment.
The obligations of the Commitment Parties with respect to the Incremental Facilities are subject to certain conditions, consistent with the Purchase Agreement and the Commitment Letter. The Company will pay customary fees and expenses in connection with obtaining the Incremental Facilities. Neither the closing of the Incremental Facilities, nor the receipt of any other financing, is a condition to the closing of the Acquisition.
From time to time, JPM, Barclays, Bank of America and BofA Securities and/or their respective affiliates have performed, and may in the future perform, various commercial banking, investment banking or other financial advisory services for the Company, for which the Company pays customary fees and expenses.
A copy of the Commitment Letter is filed as Exhibit 10.1 to this Report and incorporated herein by reference thereto. The foregoing description of the Commitment Letter and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Commitment Letter.
Section 7 - Regulation FD
Item 7.01 – Regulation FD Disclosure.
On August 17, 2026, the Company issued a press release announcing that it has signed the Purchase Agreement under which the Buyer will acquire Epiq Solutions from the Seller (the “Press Release”). A copy of the Press Release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
On August 17, 2026, the Company will host a conference call with financial analysts and investors to discuss the announcement of the Acquisition and answer questions. A copy of investor presentation materials is furnished with this Report as Exhibit 99.2 and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Report, including Exhibit 99.1 and Exhibit 99.2, contains forward-looking statements that relate to future events. The Company cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect the Company’s current expectations, and the Company does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other Company statements will not be realized. The statements also involve risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the forward-looking statements. For a description of additional factors that may cause the Company’s actual events or results to differ from any forward-looking statements, please review the information set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the Securities and Exchange Commission.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed with this Report:
| Exhibit |
Description | |
| 2.1* | Securities Purchase Agreement, dated as of August 15, 2026, by and among EDS Intermediate Holding, LLC, EDS TopCo, LP, TTM Technologies North America, LLC, and TTM Technologies, Inc. | |
| 10.1* | Commitment Letter, dated as of August 15, 2026, by and among TTM Technologies, Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc. and Bank of America, N.A. | |
| 99.1 | Press Release dated August 17, 2026 | |
| 99.2 | Investor Presentation, dated August 17, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
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.
| TTM TECHNOLOGIES, INC. | ||||||
| Date: August 17, 2026 | /s/ Daniel J. Weber | |||||
| By: | Daniel J. Weber | |||||
| Executive Vice President, Chief Legal Officer & Secretary | ||||||
Exhibit 99.1
| Contact: Sean K.F. Hannan, Vice President, Investor Relations Sean.Hannan@ttmtech.com +1 339 466 7737 |
TTM Technologies, Inc. Continues Global Growth Strategy with Planned Acquisition of Epiq Solutions, Enhancing Technologically Differentiated Market Offerings.
All-cash purchase price of $1.1 billion. Expected to be Immediately Accretive to Adjusted EBITDA Margin and Accretive to Non-GAAP Diluted EPS during 2028.
SANTA ANA, Calif., August 17, 2026 – TTM Technologies, Inc. (NASDAQ: TTMI) (“TTM”), a leading global manufacturer of technology products, including mission systems, radio frequency (“RF”) components, RF microwave/microelectronic assemblies, and technologically advanced interconnect products, including printed circuit boards (“PCB”s) and substrates, today announced that it has entered into a definitive agreement to acquire EPIQ Design Solutions LLC (“Epiq”), a premier provider of open-architecture, AI-enabled software-defined radios (“SDRs”), high-performance RF products and radiation-tolerant space compute solutions supporting mission-critical signals intelligence and electronic warfare applications, for approximately $1.1 billion in an all-cash transaction, subject to customary closing adjustments.
This acquisition reinforces TTM’s Strategy to Drive Long-Term Sustainable Results for Shareholders. TTM continues to balance its portfolio with investments for growth in fast growing markets as demonstrated by:
| • | Investment in capacity and innovative technology for Advanced Interconnect: |
| • | Committed to $1.2 billion in total expected investment from 2025-2029 for Data Center & Networking capacity |
| • | Over $130 million invested in Syracuse Diamond facility for Ultra-HDI solutions for Aerospace & Defense customers |
| • | Planned investment of over $400 Million through 2029 for growth across U.S. manufacturing facilities as munitions demand surge is expected to add on-going growth in A&D market |
| • | Planned investment of $50 million for TTM Innovation Center in Eau Claire, Wisconsin facility, located close to our existing technology center in Chippewa Falls, Wisconsin |
| • | Geographic expansion into Europe: |
| • | Initiated by our planned acquisitions of Swiss Technology Group & ILFA, which are expected to close in late Q3 |
| • | Vertical Integration in Integrated Electronics: |
| • | The planned acquisition of Epiq Solutions is projected to elevate TTM’s vertical integration capabilities for its integrated electronics products |
| • | We believe it significantly expands TTM’s addressable opportunities in high-priority defense mission areas including Missile Defense, GEO-to-LEO Space, Communications and Signals Intelligence, Electronic Warfare, and Intelligence, Surveillance and Reconnaissance |
| Contact: Sean K.F. Hannan, Vice President, Investor Relations Sean.Hannan@ttmtech.com +1 339 466 7737 |
Planned Epiq Acquisition Strategic Rationale:
| • | Provides highly complementary offerings that enable full command of the RF spectrum through small-form-factor, software-driven solutions |
| • | Accelerates TTM’s “up the chain” vertical integration strategy across land, air, sea, and space domains through multiple defense and commercial expansion opportunities |
| • | Brings cutting edge technologies optimized for size, weight, and power rooted in open architectures supporting defense and commercial markets |
Enhances TTM’s financial profile:
| • | All-cash purchase price of $1.1 billion, subject to customary closing adjustments |
| • | Committed financing from JPMorgan, Bank of America, and Barclays, subject to customary conditions |
| • | Synergy-adjusted transaction multiple estimated to be 17.4x expected Adjusted 2027 EBITDA 1 |
| • | Expected to be immediately accretive to Adjusted EBITDA margin and accretive to Non-GAAP Diluted EPS during 2028 1 |
| • | At the close of the transaction, we estimate total net leverage of 2.3x and we expect to reduce this to within the range of 1.5x to 1.7x within 12-18 months |
| • | The transaction strengthens our financial model by adding a projected high margin long-cycle business |
| • | Plenty of projected dry powder remains to invest in other strategic opportunities for growth in our end markets |
“In support of our strategic direction we plan to continue to invest in critical technologies for our customer base. The addition of Epiq Solutions to TTM is highly strategic and provides complementary technology to our overall portfolio and represents an important step in executing our long-term growth strategy,” said Edwin Roks, President and Chief Executive Officer of TTM.
Guggenheim Securities, LLC is serving as the exclusive financial advisor and Polsinelli PC is serving as exclusive legal adviser to TTM for the potential acquisition of Epiq.
Conference Call
TTM will hold a conference call today at 12:30 p.m. EDT, hosted by President & CEO, Edwin Roks, and Executive Vice President & CFO, Dan Boehle. Access to the conference call will be available by clicking on the registration link TTM Technologies Planned Acquisition of Epiq Solutions Conference Call. Registering participants will receive dial in information and a unique PIN to join the call. Participants can register at any time up to the start of the conference call. The conference call will also be simulcast on the company’s website for those who would like to view the live webcast, and this can be accessed by clicking on the link TTM Technologies Planned Acquisition of Epiq Solutions Webcast. The webcast will remain accessible for one week following the live event. Details will be available on TTM’s Investor Relations website at https://investors.ttm.com/
| 1 | Assumes run-rate EBITDA synergies of $9 million |
| Contact: Sean K.F. Hannan, Vice President, Investor Relations Sean.Hannan@ttmtech.com +1 339 466 7737 |
About TTM
TTM Technologies, Inc. is a leading global manufacturer of technology products, including mission systems, radio frequency (“RF”) components, RF microwave/microelectronic assemblies, and technologically advanced interconnect products, including PCBs and substrates. TTM stands for time-to-market, representing how TTM’s time-critical, one-stop design, engineering and manufacturing services enable customers to reduce the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com.
About Epiq Solutions
Epiq Solutions was founded in 2009 and headquartered in Rolling Meadows, IL, with additional operations in Frederick, MD, and Montreal, QC. Epiq Solutions, a portfolio company of Veritas Capital, is a premier provider of open-architecture, ITAR-free, commercial SDRs, turnkey radio frequency, and embedded computing solutions for governments and enterprises. Additional information can be found at epiqsolutions.com.
Safe Harbor Forward-Looking Statements
This release contains forward-looking statements that relate to future events or performance. TTM cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect TTM’s current expectations, and TTM does not undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other TTM statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond TTM’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, TTM’s ability to successfully consummate the acquisitions discussed in this press release, including receipt of required regulatory approvals and satisfaction of other conditions, the conditions of the credit markets and TTM’s ability to issue debt to fund the transaction on acceptable terms, general market and economic conditions, including interest rates, currency exchange rates, and consumer spending, demand for TTM’s products, market pressures on prices of TTM’s products, warranty claims, changes in product mix, contemplated significant capital expenditures and related financing requirements, TTM’s dependence upon a small number of customers, and other factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of TTM’s public reports filed with the SEC.
Use of Non-GAAP Financial Measures
This release includes information about the adjusted EBITDA of Epiq Solutions, which is a non-GAAP financial measure. TTM presents non-GAAP financial information to enable investors to see TTM through the eyes of management and to provide better insight into TTM’s ongoing financial performance. A material limitation associated with the use of the above non-GAAP financial measures is that they have no standardized measurement prescribed by GAAP and may not be comparable to similar non-GAAP financial measures used by other companies. The non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
| Contact: Sean K.F. Hannan, Vice President, Investor Relations Sean.Hannan@ttmtech.com +1 339 466 7737 |
With respect to the expected 2027 Adjusted EBITDA of Epiq Solutions, we are unable to predict with reasonable certainty or without unreasonable effort certain items that may affect a comparable measure calculated and presented in accordance with GAAP. The expected 2027 Adjusted EBITDA of Epiq Solutions excludes the future impact of reconciling items that are highly variable and difficult to predict due to various factors outside of management’s control and could have a material impact on future period net income of Epiq Solutions calculated and presented in accordance with GAAP. Accordingly, reconciliations of expected Adjusted EBITDA of Epiq Solutions to a comparable measure calculated and presented in accordance with GAAP has not been provided because TTM is unable to provide such reconciliation without unreasonable effort. For the same reasons, TTM is unable to address the probable significance of the information.
TTM Investor Presentation Executing on Growth Strategy August 17, 2026 Exhibit 99.2
Disclaimers Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements related to the future business outlook, the proposed consummation of the refinancing transactions described in this presentation, the expected performance of TTM Technologies, Inc. (“TTM”, “we” or the “Company”) and other future events. Actual results may differ materially from these forward-looking statements. Such statements relate to a variety of matters, including but not limited to the operations of TTM’s businesses and the anticipated closing of the refinancing transactions. These statements reflect the current beliefs, expectations and assumptions of the management of TTM, and we believe such statements to have a reasonable basis. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the Company. These forward-looking statements are based on assumptions that may not materialize, and involve certain risks and uncertainties, many of which are beyond our control, that could cause actual events or performance to differ materially from those indicated in such forward-looking statements. Factors, risks, trends, and uncertainties that could cause actual results to differ materially from those projected, anticipated, or implied in forward-looking statements include, but are not limited to TTM’s ability to successfully complete the transaction on a timely basis, including receipt of required regulatory approvals and satisfaction of other conditions; the conditions of the credit markets and TTM’s ability to issue debt to fund the transaction on acceptable terms; potential changes in domestic or global economic conditions, demand for our products, market pressures on prices of our products, warranty claims, changes in product mix, contemplated significant capital expenditures and related financing requirements, our dependence upon a small number of customers, and other factors set forth in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and in the Company’s other filings filed with the Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors”, and which are available at the SEC’s website at www.sec.gov. TTM does not undertake any obligation to update any of these statements to reflect any new information, subsequent events or circumstances, or otherwise, except as may be required by law, even if experience or future changes make it clear that any projected results expressed in this communication or future communications to stockholders, press releases or Company statements will not be realized. In addition, the inclusion of any statement in this communication does not constitute an admission by us that the events or circumstances described in such statement are material. Use of Non-GAAP Financial Measures This presentation includes information about the Adjusted EBITDA of Epiq Solutions, which is a non-GAAP financial measure. We present non-GAAP financial information to enable investors to see TTM through the eyes of management and to provide better insight into our ongoing financial performance. A material limitation associated with the use of the above non-GAAP financial measure is that it has no standardized measurement prescribed by GAAP and may not be comparable to similar non-GAAP financial measures used by other companies. The non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. With respect to the expected 2027 Adjusted EBITDA of Epiq Solutions, TTM is unable to predict with reasonable certainty or without unreasonable effort certain items that may affect a comparable measure calculated and presented in accordance with GAAP. The expected 2027 Adjusted EBITDA of Epiq Solutions excludes the future impact of reconciling items that are highly variable and difficult to predict due to various factors outside of management’s control and could have a material impact on future period net income of Epiq Solutions calculated and presented in accordance with GAAP. Accordingly, a reconciliation of expected Adjusted EBITDA of Epiq Solutions to a comparable measure calculated and presented in accordance with GAAP has not been provided because TTM is unable to provide such reconciliation without unreasonable effort. For the same reasons, TTM is unable to address the probable significance of the information.
TTM: Strong Growth Through Proactive Strategies & Investments Notable Recent Highlights Q2 2026 record quarterly revenue of $1 billion (+37% YoY) Data Center & Networking: $405 million in revenue (+91% YoY) Enabled by strategic “brownfield” investments: $1.2 billion committed from 2025-2029 Aerospace & Defense (“A&D”): $371 million in revenue (+14% YoY) Record A&D program backlog of $1.7 billion, proposal activity at all-time high DoW continues to signal funding prioritization aligned with our programs/positioning 2026 Revenue Guidance of $4.4B signals over 50% growth YoY N+M production ramp expected to contribute $600M in Data Center & Networking revenue in second half of 2026 Expecting full-year 2026 A&D revenue growth in low-/mid-teens YoY Implied fourth quarter expectations suggest strong organic quarterly run-rate into 2027
TTM: Fundamental to Our Strategy - Enhance Capabilities & Capacity Our Investor Day Framed Three Key Strategic Directives TTM’s Underlying Businesses Data Center & Networking Wave Epiq Solutions Investment in capacity and innovative technology for Advanced Interconnect Committed to $1.2 billion in expected investment from 2025-2029 for Data Center & Networking capacity Over $130 million invested in Syracuse Diamond facility for Ultra-HDI solutions for our A&D customers Planned investment of over $400M through 2029 for growth across U.S. manufacturing facilities to support expected growth in A&D market Planned investment of $50 million for TTM Innovation Center in Eau Claire, Wisconsin facility, located close to our existing technology center in Chippewa Falls, Wisconsin Geographic expansion into Europe Initiated by our planned acquisitions of Swiss Technology Group & ILFA, which are expected to close in late Q3 Vertical Integration in Integrated Electronics The planned acquisition of Epiq Solutions moves TTM further up the vertical in our product offerings, as illustrated by the step function in our growth chart Significantly expands TTM's addressable exposure to high-priority defense mission areas including Missile Defense, GEO-to-LEO Space, Communications and Signals Intelligence, Electronic Warfare, and Intelligence, Surveillance and Reconnaissance
EPIQ SOLUTIONS: Financial Overview Transaction Breakdown All-cash purchase price of ~$1.1 billion, subject to customary closing adjustments Committed financing from JPMorgan, Bank of America, and Barclays, subject to customary conditions Timing & Approvals Expected to close in Q4 2026 Subject to regulatory approvals and other customary closing conditions Financial Highlights Expected to be immediately accretive to Adjusted EBITDA margin Expected to be accretive to Non-GAAP Diluted EPS during 2028 (1) Synergy-adjusted transaction multiple estimated to be 17.4x expected Adjusted 2027 EBITDA (1) (1) Assumes run-rate EBITDA synergies of $9 million.
EPIQ SOLUTIONS: Financial Overview Continued Projected Strong EBITDA generation and cash flow conversion is expected to provide a path to rapid de-leveraging over the next 12-18 months Denotes target leverage profile 12-18 months
Modules/Subsystems Components Systems Communications COMINT Surveillance Radar Electronic Warfare LEO Space Ka Band 27 GHz – 40 GHz K Band 18 GHz – 27 GHz Ku Band 12 GHz – 18 GHz X Band 8 GHz – 12 GHz C Band 4 GHz – 8 GHz S Band 2 GHz – 4 GHz L Band 1 GHZ – 2 GHz UHF 300 MHz – 1 GHz VHF Band 30 MHz – 300 MHz Missile Defense GPS/PNT 40 GHz 2 MHz RF Spectrum Range Competition (<6 GHz) FREQUENCY SPECTRUM Epiq + TTM would span the full RF spectrum
Key Takeaways Adds complementary and unique technologies and product offerings Supports stated, multi-faceted growth strategy Enhances TTM’s long-term business composition and financial model – margin and earnings accretive(1) (1) Expected to be immediately accretive to Adjusted EBITDA margins and expected to be accretive to Non-GAAP Diluted EPS during 2028.
