Littelfuse Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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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 8, 2025

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LITTELFUSE, INC.

(Exact Name of Registrant as Specified in Charter)

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6133 N. River Rd.

Suite 500

Rosemont, IL 60018

(Address of Principal Executive Offices, and Zip Code)

(773) 628-1000

Registrant’s Telephone Number, Including Area Code

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N/A

(Former name, former address and former fiscal year, 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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 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. ☐

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On April 8, 2025, Littelfuse, Inc. (the “Company”) and Meenal Sethna, Executive Vice President and Chief Financial Officer of the Company, agreed to Ms. Sethna’s separation from employment with the Company, effective September 1, 2025 (the “Separation Date”). Ms. Sethna’s departure is not a result of any disagreement with the Company, its independent auditors, any member of the Company’s management, or the Company’s Board of Directors regarding any matter of financials, operations, policies or practices. The Company has commenced a search to identify a successor Chief Financial Officer.

The terms of Ms. Sethna’s separation from the Company have been memorialized in a Letter Agreement, dated April 8, 2025 (the “Letter Agreement”). Pursuant to the Letter Agreement, the Company has agreed, subject to Ms. Sethna’s execution and non-revocation of a Separation and Release Agreement (as described below), to provide Ms. Sethna with certain severance benefits including: (1) a lump sum cash payment pursuant to the Company’s Executive Severance Policy payable on the 60^th day following the Separation Date; (2) accelerated vesting of 50% of the restricted stock units granted to Ms. Sethna on January 23, 2025; (3) a prorated cash bonus under the Company’s Annual Incentive Plan for 2025 to be determined in accordance with the Letter Agreement and the Company’s Executive Severance Policy; and (4) continuation or reimbursement of certain welfare benefits and fringe benefits for limited transitional periods following termination.

The foregoing is only a summary of the Letter Agreement and is qualified in its entirety by the full text of the Letter Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

In connection with the Letter Agreement, the Company and Ms. Sethna will enter into a Separation and Release Agreement at the time of her termination of employment, containing customary terms including confidentiality, release of claims, and non-disparagement provisions.

A copy of the press release announcing the Chief Financial Officer transition is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

The exhibit furnished under Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

SIGNATURE

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 thereunto duly authorized.

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