CTS CORP

From time to time, our directors and officers may purchase or sell shares of our common stock in the market, including pursuant to plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (“Rule 10b5-1 Plans”).

During the quarter ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

On October 26, 2026, the Board of Directors (the “Board”) of CTS Corporation (the “Company”), acting upon the recommendation of the Nominating, Governance and Sustainability Committee of the Board, approved the amendment and restatement of the Company’s Amended and Restated Bylaws, effective as of such date (as amended and restated, the “2026 Amended and Restated Bylaws”).

The 2026 Amended and Restated Bylaws, among other things:

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expressly permit recesses and adjournments of meetings of shareholders;

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require additional disclosures and representations from nominating or proposing shareholders, certain associated persons and nominees;

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enhance the existing procedural mechanics in connection with shareholder nominations of directors and submission of proposals;

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require that any shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board;

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require director nominees to make themselves available for interviews with the Board and its committees if requested;

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clarify the powers of the presiding officer of any meeting of shareholders to regulate conduct at the meeting; and

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incorporate certain administrative, modernizing, clarifying and conforming changes.

The foregoing general description of the 2026 Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the 2026 Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Form 10-Q and is incorporated by reference herein.

On October 22, 2026, the Compensation and Talent Committee (the “Committee”) of the Board approved and adopted a new form of change in control severance agreement to be entered into with certain executives of the Company from time to time (the “New Severance Agreement”). Each of the following named executive officers of the Company is expected to enter into the New Severance Agreement with the Company: Kieran O’Sullivan, Pratik Trivedi, Ashish Agrawal and Mark Pacioni.

For purposes of the New Severance Agreement, a “change in control” of the Company is defined generally as: (1) the acquisition by any person of 25% or more of the Company’s voting stock, subject to certain limited exceptions; (2) the incumbent Board members ceasing to constitute a majority of the Board, subject to certain limited exceptions; (3) consummation of certain corporate transactions, such as a Company reorganization, merger or consolidation, or a sale of all or substantially all of the Company’s assets, subject to certain limited exceptions; or (4) the approval by the Company’s shareholders of a complete liquidation or dissolution of the Company, subject to certain limited exceptions; all as further described in the New Severance Agreement.

Under the New Severance Agreement, a participating executive is generally entitled to “double trigger” severance compensation, subject to applicable withholding, if, within three years after a change in control, such executive either terminates employment with the Company for “good reason” or has the executive’s employment with the Company terminated by the Company or its successor for any reason other than “cause,” disability (as defined in the New Severance Agreement) or death. Certain anticipatory terminations of the executive’s employment or service prior to a change in control may also trigger severance compensation for the executive, as further described in the New Severance Agreement.

“Good reason” for these purposes generally means: (1) the failure of the Company to maintain the executive in the executive’s current office or position (or an equivalent or better office or position); (2) a significant adverse change in the nature or scope of the executive's authorities, powers, functions, responsibilities or duties; (3) a reduction in the executive’s base pay plus incentive pay opportunity or certain adverse changes in the executive’s other employee benefits; (4) the executive’s good faith determination that, as a result of a change in circumstances following the change in control, the executive is substantially unable to carry out, or is substantially hindered in, or has suffered a substantial reduction in the authorities, powers, functions, responsibilities or duties the executive had prior to the change in control; (5) a successor entity's failure to assume all obligations of the Company under the New Severance Agreement; (6) the Company or its successor moves the executive's principal work location by more than 35 miles or requires the executive to travel at least 20% more than previously required; (7) the Company or its successor materially breaches the New Severance Agreement; or (8) the Company’s stock ceases to be publicly traded or listed on the New York Stock Exchange or Nasdaq Stock Market, as applicable, or the Company ceases to have certain stock registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended; in each case, subject to applicable notice and cure requirements as described in the New Severance Agreement. “Cause” for these purposes generally means: (1) being convicted of a crime involving fraud, embezzlement or theft in connection with Company duties or responsibilities or in the course of employment; (2) intentionally and wrongfully damaging Company property; (3) intentionally and wrongfully disclosing Company confidential information; or (4) intentionally and wrongfully competing with the Company without the Company’s consent, subject to certain exceptions.

If the New Severance Agreement is triggered, the severance compensation to which the named executive officer is entitled includes: (1) a lump sum cash payment equal to two times the sum of the greater of the executive’s base salary at the time of the change in control or the executive’s average base salary over the three years prior to termination, plus the greater of the executive’s average cash incentive pay over the three years prior to the change in control and the executive’s target cash incentive pay for the year in which the change in control occurred; (2) continued availability of medical and dental benefits for 24 months following termination at the executive’s expense, with the Company reimbursing the executive, on a taxable basis, for the portion of the premium in excess of the active employee share for such coverage (or certain economically comparable benefits), provided that the obligation to provide these benefits will be terminated to the extent medical and dental benefits are provided by another employer; (3) reimbursement of up to $30,000 for certain outplacement services; and (4) only in the case of Mr. Trivedi, in consideration of the non-compete provision contained in his New Severance Agreement, a lump sum cash payment equal to one times the sum of the greater of his base salary at the time of the change in control or his average base salary over the three years prior to termination, plus the greater of his average cash incentive pay over the three years prior to the change in control and his target cash incentive pay for the year in which the change in control occurred.

In addition, if any payments made to the executive would be subject to excise tax under the “golden parachute” rules of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, those payments will be (1) reduced as described in the New Severance Agreement so that no portion will exceed the “excess parachute payment” threshold that would trigger the excise tax, or (2) paid in full, depending on which approach puts the executive in the best net, after-tax position with respect to the payments. Payment of severance compensation under the New Severance Agreement will be reduced to the extent of any corresponding payments under any other employment or severance agreement in existence prior to the date of the New Severance Agreement.

In general, to the extent that the executive receives severance benefits under the New Severance Agreement, the executive will be subject to a customary one-year non-competition covenant. The New Severance Agreement also imposes a four-year non-solicitation covenant, as further described in the New Severance Agreement. The executive is generally entitled to be reimbursed by the Company for legal fees incurred to enforce the executive’s rights under the New Severance Agreement. Further, the payments and benefits under the New Severance Agreement are subject to the Company’s clawback policies as in effect from time to time.

The term of each New Severance Agreement runs initially for three years, subject thereafter to an annual “evergreen” extension for one additional year, unless either the executive or the Company gives notice to the other party, not less than 90 days before the end of the term, of non-renewal of the term. If an applicable change in control of the Company occurs during the term of the New Severance Agreement, then the term will end on the later of the then-current term’s expiration date and the end of the applicable severance period under the New Severance Agreement.