11-K: Annual report of employee stock purchase, savings and similar plans
Published on June 26, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
☒ ANNUAL REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended
OR
☐ TRANSITION REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission File No. 001-42030
Loar Group Inc. 401(k) Plan
(Full title of the plan)
(Name of issuer of the securities held pursuant to the plan)
20 New King Street
White Plains, New York 10604
(Address of the plan and address of issuer's principal executive offices)
Loar Group Inc. 401(k) Plan
Table of Contents
December 31, 2025 and 2024
1 |
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Financial Statements |
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2 |
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3 |
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4 |
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Supplementary Information |
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Form 5500, Schedule H, Line 4i – Schedule of Assets Held at End of Year |
11 |
Form 5500, Schedule H, Line 4a – Schedule of Delinquent Participant Contributions |
12 |
Report of Independent registered public accounting firm
To the Plan Administrator and Plan Management of the
Loar Group Inc. 401(k) Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Loar Group Inc. 401(k) Plan (the “Plan”) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedules of Form 5500, Schedule H, Line 4a – Schedule of Delinquent Participant Contributions as of December 31, 2025, and Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2025, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of Plan Management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Whitley Penn LLP
We have served as the Plan’s auditor since 2026.
Fort Worth, Texas
June 26, 2026
1
Loar Group Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2025 and 2024
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December 31, 2025 |
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December 31, 2024 |
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Assets |
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Investments, at fair value |
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$ |
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$ |
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Notes receivable from participants |
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Contributions receivable |
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Employer |
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Participant |
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Net Assets Available for Benefits |
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$ |
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$ |
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See Notes to Financial Statements.
2
Loar Group Inc. 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2025
Additions |
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Investment Income |
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Interest and dividends |
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$ |
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Net appreciation in fair value of investments |
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Interest income on notes receivable from participants |
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Contributions |
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Employer |
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Participant |
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Rollovers |
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Total contributions |
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Total additions |
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Deductions |
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Benefits paid to participants |
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Administrative expenses |
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Total deductions |
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Net Increase |
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Transfers into Plan (see Note 1) |
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Net Assets Available for Benefits |
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Beginning of year |
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End of year |
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$ |
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See Notes to Financial Statements.
3
Loar Group Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
Note 1 - Description of Plan
The following brief description of the Loar Group Inc. 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
General
The Plan was originally adopted effective January 1, 2015, and has from time to time been further amended. The Plan is a defined contribution profit-sharing plan covering qualified employees, as defined in the Plan, employed by the following (collectively, the Employer or Company):
Plan Amendments
The Plan has adopted certain provisions to comply with recent legislative and regulatory changes, including increasing the mandatory distribution limit from $
The Plan was amended, effective February 18, 2025, to merge the CAV Ice Protection, Inc. 401(k) Plan into the Plan. Participant account balances of $
On May 19, 2025, the Employer elected to establish share accounted stock trading within the Plan. The Employer opened the real time trading option to purchase Loar Holdings stock in the Plan effective July 1, 2025.
4
Loar Group Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
Administration
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Employer’s Board of Directors is responsible for oversight of the Plan. The 401(k) Retirement Plan Committee determines the appropriateness of the Plan’s investment offerings, monitors investment performance and reports to the Employer’s Board of Directors. Fidelity Workplace Services LLC provides recordkeeping services for the Plan. Fidelity Management Trust Company (the “Trustee”) provides trust services for the Plan.
Eligibility
Employees are eligible to participate in the Plan for elective deferrals and Employer matching contributions on the first of the month coinciding with or following the completion of three months of service and reaching the age of eighteen. Leased employees, reclassified employees, temporary employees, and self-employed individuals are not eligible to participate in the Plan.
Contributions
The Plan allows participants to contribute up to
The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at
Except for SMR employees and PPR union employees, the Employer matches participant contributions equal to
SMR Contributions – Due to SMR’s employees consisting of union and non-union members, their Employer contribution calculation is different from the rest of the Plan. Union employees that meet the Employer contribution eligibility requirements outlined above automatically receive a
PPR Union Employee Contributions – The Employer contribution calculation for PPR union employees is different from the rest of the Plan. Union employees that meet the Employer contribution eligibility requirements outlined above automatically receive a
All contributions are invested as directed by participants.
Participant Accounts
Each participant’s account is credited with the participant’s contributions (including rollovers) and the Employer matching contributions, as well as allocations of the Employer discretionary contributions and Plan earnings. Participant accounts are charged with an allocation of administrative expenses that are paid by the Plan. Allocations are based on participant’s compensation, account balances or specific participant transactions, as defined by the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
5
Loar Group Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
Investment Options
Upon enrollment to the Plan, a participant may direct deferrals and employer contributions in any of the funds offered by the Plan. Participants may change their investment options daily.
Vesting
For participants hired prior to February 1, 2015 with Loar Group, Inc., AMG, AGC, and TMM, all contributions are fully vested. For participants hired prior to December 1, 2016 with Applied Engineering, Inc., General Ecology, Inc., and SAF Industries, LLC, all contributions are fully vested. For participants hired prior to January 1, 2018 with Maverick Molding Co., all contributions, except for Employer fixed matching contributions, are fully vested. For participants hired prior to January 1, 2020 with Hydra and BAM, all contributions are fully vested. Participants who are employees of SMR receive credit for their years of service prior to being acquired by the Loar Group, Inc. on February 18, 2019, and follow the below vesting schedule for Employer contributions. For participants hired prior to July 1, 2021 with SFI and PPR, all contributions are fully vested. For participants hired prior to January 12, 2024 with Schroth Safety Products, LLC, all contributions are fully vested. For participants hired prior to February 18, 2025 with CAV Ice Protection, Inc, all contributions are fully vested.
Completed |
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Vested |
Years of Service |
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Percentage |
Less than one |
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1st Year |
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2nd Year |
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3rd Year |
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4th Year |
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5th Year |
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Separate provisions apply in the event of death, disability or reaching early or normal retirement age.
Forfeitures
At December 31, 2025 and 2024, forfeited non-vested accounts totaled $
Notes Receivable from Participants
Payment of Benefits
6
Loar Group Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of Plan termination, participants would become
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires Plan management to make estimates that affect certain reported amounts and disclosures. Actual results may differ from those estimates.
Investment Valuation and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan’s 401(k) Retirement Plan Committee determines the Plan’s valuation policies utilizing information provided by the investment advisers and trustee. See Note 3 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. The net appreciation or depreciation consists of realized gains and losses and changes in unrealized gains or losses on investments during the year.
Contributions
Participant contributions and the related Employer matching contributions are recorded in the year in which the employee contributions are withheld from compensation.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred.
Payment of Benefits
Distributions to participants are recorded when payment is made. In-kind distributions are recorded based on the market value of the shares at the date of distribution.
Expenses
Certain administrative expenses were paid by the Plan, as permitted by the Plan document. All other administrative expenses were paid by the Company. Expenses that are paid directly by the Employer are excluded from these financial statements. Certain expenses incurred in connection with the general administration of the Plan that are paid by the Plan are recorded as deductions in the accompanying statement of changes in net asset available for benefits. In addition, certain investment-related expenses are included in net appreciation in fair value of investments presented in the accompanying statement of changes in net assets available for benefits. Certain administrative functions are performed by officers or employees of the Employer. No such officer of employee received compensation from the Plan.
7
Loar Group Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
Note 3 - Fair Value Measurements
Financial Accounting Standards Board Accounting Standards Codification 820 (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also established a fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs to the valuation methodology include:
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2025 and 2024.
Mutual funds (including money market mutual funds) – Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Common stock – Valued at the closing price reported on the active market on which the individual securities are traded.
Self-directed brokerage account – Account primarily consists of mutual funds, common stock, and corporate bonds. Mutual funds are valued at the daily closing price as reported by the fund. These funds are required to publish their daily NAV and to transact at that price and are deemed to be actively traded. Common stock is valued at the closing price reported on the active market on which the individual securities are traded. Corporate bonds are valued using observable market inputs, including benchmark yields, credit spreads, and other market data.
Collective investment trust – Valued at the NAV of the fund’s underlying investments held at year end. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the observable market prices of the underlying investments within the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.
8
Loar Group Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of:
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December 31, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Money market fund |
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$ |
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$ |
— |
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$ |
— |
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$ |
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Mutual funds |
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— |
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— |
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Common stock |
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— |
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— |
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Self-directed brokerage account |
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— |
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$ |
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$ |
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$ |
— |
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Collective investment trust measured at net asset value (a) |
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Total Investments at fair value |
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$ |
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December 31, 2024 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Money market fund |
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$ |
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$ |
— |
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$ |
— |
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$ |
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Mutual funds |
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— |
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— |
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Self-directed brokerage account |
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— |
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$ |
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$ |
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$ |
— |
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Collective investment trust measured at net asset value (a) |
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Total Investments at fair value |
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$ |
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The following tables set forth additional disclosures of Plan’s investments whose fair value is estimated using net asset value per share (or its equivalent) as of:
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December 31, 2025 |
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Fair Value |
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Unfunded |
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Redemption |
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Redemption |
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Collective investment trust |
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$ |
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$ |
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None |
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December 31, 2024 |
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Fair Value |
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Unfunded |
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Redemption |
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Redemption |
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Collective investment trust |
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$ |
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$ |
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None |
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Note 5 - Tax Status
The Plan uses a
9
Loar Group Inc. 401(k) Plan
Notes to Financial Statements
December 31, 2025 and 2024
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 6 - Related Party and Party-in-Interest Transactions
Participants have the option to invest their deferrals into the Company's common stock. In addition, certain Plan investments consist of investments managed by Fidelity Investments. Fidelity Investments and Fidelity Management Trust Company, the trustee as defined by the Plan, are related entities. As described in Note 2, the Plan paid certain expenses related to Plan operations and investment activity to various service providers. These transactions are exempt party-in-interest transactions under ERISA.
The trustee provides certain administrative services to the Plan pursuant to a service agreement between the Plan and the trustee. The trustee receives income from mutual fund service providers for services provided to the funds. This income is used to offset certain amounts owed to the trustee for its administrative services to the Plan.
If the income received by Fidelity Management Trust Company from such mutual fund service providers exceeds the amount owed under the service agreement, Fidelity Management Trust Company remits the excess to the Plan’s trust on a quarterly basis. Such amounts may be applied to pay Plan administrative expenses or allocated to the accounts of the participant. During the year ended December 31, 2025 income in the amount of $
Note 7 - Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Market risks include global events which could impact the value of investment securities, such as a pandemic or global conflict. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
Note 8 - Regulatory Matters and Late Contributions
During 2025 and 2024, the Employer identified instances where participant contributions totaling $
The Employer has had communications with the DOL regarding these matters. The contributions have been remitted to the Plan. Related lost earnings have been or are in the process of being remitted to the Plan. The Employer is in the process of correcting these transactions through the DOL’s Voluntary Fiduciary Correction Program (VFCP).
10
Loar Group Inc.
Form 5500, Schedule H, Line 4i – Schedule of Assets Held at End of Year
December 31, 2025
EIN:
Plan:
(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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Identity of Issue Borrower, |
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Description of Investment Including Maturity Date, |
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Current |
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* |
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Lessor or Similar Party |
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Rate of Interest, Collateral, Par, or Maturity Value |
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Cost |
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Value |
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Mutual Funds |
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* |
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N/A |
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$ |
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* |
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N/A |
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* |
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N/A |
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* |
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N/A |
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* |
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N/A |
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* |
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N/A |
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* |
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N/A |
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* |
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N/A |
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* |
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N/A |
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||||
* |
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N/A |
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||||
* |
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N/A |
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||||
* |
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N/A |
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||||
* |
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N/A |
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||||
* |
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N/A |
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||||
* |
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N/A |
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||||
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N/A |
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||||
* |
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N/A |
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||||
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N/A |
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||||
* |
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N/A |
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||||
* |
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N/A |
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||||
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N/A |
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||||
* |
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N/A |
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||||
|
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|
|
N/A |
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||||
* |
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|
|
N/A |
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|
||||
|
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|
|
N/A |
|
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|
||||
* |
|
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|
N/A |
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|
||||
* |
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|
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N/A |
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|
||||
|
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|
|
N/A |
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|
||||
* |
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|
|
N/A |
|
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|
||||
* |
|
|
|
N/A |
|
|
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|
||||
|
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|
|
N/A |
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|
||||
* |
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N/A |
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|
||||
|
|
|
|
N/A |
|
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|
||||
* |
|
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|
N/A |
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|
||||
|
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|
|
N/A |
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|
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|
||||
|
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|
|
N/A |
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|
||||
* |
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|
N/A |
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|
||||
|
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|
|
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|
|
|
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|
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* |
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N/A |
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|
||||
|
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|
|
|
|
|
|
|
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|
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** |
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N/A |
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|
||||
|
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|
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|
|
|
|
||
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N/A |
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||||
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* |
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Notes receivable from participants |
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Maturing to at interest rates |
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Total |
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|
$ |
|
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*A party-in-interest as defined by ERISA.
**Includes investments which are party-in-interest as defined by ERISA.
N/A - Not applicable for participant-directed plan.
11
Loar Group Inc.
Form 5500, Schedule H, Line 4a – Schedule of Delinquent Participant Contributions
December 31, 2025
EIN:
Plan:
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Total that Constitutes Nonexempt Prohibited Transactions |
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Participant |
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Late Participant |
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Contributions |
|
|
Total Fully |
|
|||||
|
|
Contributions |
|
|
Loan Repayments |
|
|
|
|
Contributions |
|
|
Pending |
|
|
Corrected Under |
|
|||||
|
|
Transferred Late |
|
|
are Included |
|
Contributions |
|
|
Corrected |
|
|
Correction |
|
|
VFCP and |
|
|||||
|
|
to Plan |
|
|
(Yes/No) |
|
Not Corrected |
|
|
Outside VFCP |
|
|
in VFCP |
|
|
PTE-2002-51 |
|
|||||
(a) |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(b) |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(a) Amount represents late contributions during the 2024 plan year. The contributions were remitted during 2024 and lost earnings are
in the process of being fully corrected.
(b) Amount represents late contributions during the 2025 plan year. The contributions were remitted during 2025. Lost earnings were
not funded during 2025.
12
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
23.1 |
|
Consent of Independent Registered Public Accounting Firm |
13
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Loar Group Inc. 401(k) Retirement Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
Loar Group Inc. 401(k) Plan (Name of Plan)) |
|
|
|
|
|
Date: June 26, 2026 |
|
By: |
/s/ Glenn D'Alessandro |
|
|
|
Glenn D’Alessandro |
|
|
|
Chairperson, Loar Group Inc. 401(k) Retirement Committee |
14