CLFD

• Net income from continuing operations was $3.0 million, or $0.22 per diluted share, compared to $2.3 million, or $0.16 per diluted share, in Q3 FY2025.
• Gross margin from continuing operations was 31.8%, down from 35.3% in the prior year quarter, impacted by a $2.6 million inventory charge.
• Received first significant order for $22 million to support a hyperscale data center project after quarter close; shipments expected to begin in early fiscal 2027.
• Company reduced fiscal 2026 outlook: net sales from continuing operations expected in range of $151 million to $155 million, and net income per share in range of $0.14 to $0.21.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment extends the maturity of the line of credit from July 24, 2026 to November 21, 2026.
• The amendment includes customary representations and warranties; all other material terms remain unchanged.
• The original Loan Agreement was dated April 27, 2022, with Old National Bank as successor by merger to Bremer Bank.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Net loss from continuing operations was $0.5 million, or $0.04 per diluted share, compared to net income of $2.5 million, or $0.18 per diluted share, in Q2 FY2025.
• Order backlog increased 39% from December 31, 2025, to $31.6 million as of March 31, 2026.
• The company repurchased 237,000 shares for $7.3 million during the quarter, with $15.9 million remaining for future repurchases.
• Clearfield reiterated full-year fiscal 2026 guidance of net sales from continuing operations of $160 million to $170 million and EPS of $0.48 to $0.62.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment extends the line of credit maturity from April 25, 2026 to July 24, 2026.
• It incorporates updated interest and payment provisions previously in the promissory note.
• The amendment adds new default events and a jury trial waiver for related proceedings.
• All other material terms of the Agreement remain unchanged.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Clearfield, Inc. held its 2026 Annual Meeting of Shareholders on February 26, 2026, with 10,106,442 shares (72.98% of outstanding) present.
• Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers, with 8,282,235 votes for and 158,594 against.
• Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending September 30, 2026, with 10,049,089 votes for.
• The report was filed under Item 5.07 to disclose the final voting results of the matters submitted to a shareholder vote.

5.07 Submission of Matters to a Vote of Security Holders

• Gross margin from continuing operations improved to 33.2% from 29.2% year over year.
• Net loss from continuing operations was $0.28 million, or $0.02 per diluted share, compared to a net loss of $0.35 million, or $0.02 per diluted share, in the prior year quarter.
• The company reiterated full-year fiscal 2026 guidance: net sales from continuing operations of $160 million to $170 million and EPS of $0.48 to $0.62.
• Share repurchases totaled $5.2 million in Q1, with $23.1 million remaining available under the repurchase authorization.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendments add proxy access for shareholders owning 3% or more of stock for at least three years.
• Changes align with SEC universal proxy rules and add Minnesota exclusive forum provisions.
• Shareholders soliciting proxies must use a non-white proxy card, with white reserved for the Board.
• The full amended bylaws were filed as Exhibit 3.1 to the 8-K.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Fiscal 2025 net income from continuing operations was $6.3 million, or $0.45 per diluted share, versus a net loss of $8.5 million, or $(0.58) per share, in fiscal 2024.
• Fiscal 2025 gross margin from continuing operations improved to 33.7% from 20.6% in fiscal 2024.
• For fiscal 2026, Clearfield expects net sales from continuing operations of $160 million to $170 million and EPS of $0.48 to $0.62.
• Board increased share repurchase authorization from $65 million to $85 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits