INTT

• InTest Corporation and M&T Bank entered into the Eighth Amendment to the Amended and Restated Loan and Security Agreement on August 14, 2026.
• The amendment extends the period during which InTest may request advances under the term loan facility until August 28, 2028.
• The Eighth Amendment is filed as Exhibit 10.1 to the Form 8-K.
• The amendment involves InTest and its subsidiaries: Ambrell Corporation, inTEST EMS, LLC, Temptronic Corporation, Videology Imaging Corporation, Acculogic Ltd., Acculogic Inc., and Alfamation US, Inc.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Second quarter 2026 revenue was $35.3 million, up 25.5% year-over-year, driven largely by strength in the Auto/EV market.
• Adjusted EPS (Non-GAAP) was $0.09, and Adjusted EBITDA (Non-GAAP) was $2.2 million, up 73.7% year-over-year.
• Backlog at June 30, 2026 was $45.4 million, up 19.8% year-over-year.
• The company reiterated full-year 2026 revenue guidance of $135 million to $140 million and provided Q3 2026 revenue guidance of $33 million to $35 million.

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

• Q2 gross margin estimated at approximately 40%, below prior guidance of approximately 45%.
• Q1 2026 gross margin to be revised downward by 220 basis points due to overstated inventory and gross margin at Alfamation.
• FY26 revenue outlook raised to $135-$140 million, with gross margin expected at approximately 43%.
• Management will report Q2 results on August 10, 2026.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• All five director nominees were elected: Steven J. Abrams, Jeffrey A. Beck, Joseph W. Dews IV, Karl E. Johnsen, and Richard Rogoff.
• Amendment No. 1 to the 2023 Stock Incentive Plan was approved with 6,760,213 votes for and 283,087 against.
• RSM US LLP was ratified as independent auditor for fiscal 2026 with 9,394,702 votes for.
• Advisory say-on-pay proposal passed with 6,116,432 votes for and 659,032 against.

5.07 Submission of Matters to a Vote of Security Holders

• The company raised its full-year 2026 revenue guidance to $130 million to $135 million, citing improving market conditions.
• On May 4, 2026, InTest amended its credit agreement with M&T Bank, extending the term loan draw period to August 28, 2026, and removing inTEST Silicon Valley Corporation as a guarantor.
• First quarter orders were $31.8 million, up 25.4% year-over-year but down 15.2% sequentially; backlog was $51.8 million at quarter end.
• The company provided Q2 2026 revenue guidance of $32 million to $34 million with gross margin of approximately 45%.

1.01 Entry into a Material Definitive Agreement · 2.02 Results of Operations and Financial Condition · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Gerald J. Maginnis notified InTest Corporation on April 6, 2026, that he will not stand for re-election to the Board at the 2026 annual meeting of shareholders.
• He will continue to serve as a director, Audit Committee Chairman, and member of the Compensation and Nominating and Corporate Governance Committees until the annual meeting.
• His decision is not related to any disagreement with the Company on operations, policies, or practices.
• The Company thanked Maginnis for his service and contributions.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Richard Rogoff, 59, was appointed President, CEO, and Board member effective March 31, 2026, after serving as VP of Corporate Development since October 2021.
• Rogoff's employment agreement provides an annual base salary of $375,000, a 2026 target bonus of 65% of base salary, and an initial award of performance-vesting stock options for up to 300,000 shares.
• The performance options vest based on a three-year performance period tied to the volume-weighted average price of InTest's common stock.
• The company issued a press release on April 1, 2026, announcing the leadership change.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On March 4, 2026, InTest's Compensation Committee kept CEO Richard N. Grant Jr.'s base salary at $428,915 and CFO Duncan Gilmour's at $282,500 for 2026.
• Long-term incentive awards were approved with grant date fair values of $600,000 for the CEO and $250,000 for the CFO, split equally among time-vesting, performance-vesting, and stock option awards.
• Equity awards will be granted on the second business day after the company's 2025 10-K filing, with time-vested and option awards vesting over four years and performance-vested awards vesting on the third anniversary.
• Performance-vested restricted stock is tied to the company's enterprise value as of December 31, 2028, as determined by the Committee.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements