美國
證券和交易委員會
華盛頓特區 20549

表單 8-K

當前報告

根據1934年證券交易法第13條或第15(d)節

Culp, Inc.

(註冊人名稱如章程所示)

(如果自上次報告以來更改的前名稱或前地址)

如果8-K表格的提交意圖同時滿足註冊人根據以下任何條款的提交義務，請在下面勾選適當的框。

根據法案第12(b)節註冊的證券：

請勾選註冊人是否爲《1933年證券法》第405條（本章第230.405條）或《1934年證券交易法》第120億.2條（本章第2401.2億.2條）定義的成長型公司。

新興增長公司 ☐

如果是新興成長公司，請通過勾選來表明註冊者是否選擇不使用根據《交易所法》第13(a)條款提供的任何新的或修訂的財務會計標準的延長期限。 ☐

本報告及其附帶的附錄包含根據聯邦證券法，包括1995年的私人證券訴訟改革法（1933年證券法第27A條和1934年證券交易法第21E條）的定義的「前瞻性陳述」。此類陳述本質上面臨風險和不確定性，可能導致實際事件和結果與此類陳述有重大差異。前瞻性陳述是包含對未來事件或結果的預測、期望或信念的陳述，或以其他方式不是歷史事實的陳述。此類陳述通常但不總是以「期望」、「相信」、「將」、「可能」、「應該」、「能夠」、「潛在」、「繼續」、「目標」、「預測」、「尋求」、「預期」、「估計」、「打算」、「計劃」、「項目」等限定詞及其衍生形式來表徵，包括但不限於關於我們未來運營、戰略舉措和計劃、重組行動、生產水平、新產品發佈、銷售、利潤率、盈利能力、營業（虧損）收入、資本支出、營運資金水平、成本節約（包括但不限於預期的重組行動帶來的成本節約）、所得稅、銷售及一般管理費用或其他費用、稅前（虧損）收入、收益、現金流以及其他績效或流動性指標的陳述，以及關於分紅、股票回購、流動性、現金使用和現金需求、期末現金餘額和現金狀況、借款能力、投資、潛在收購、現金及非現金重組和與重組相關的費用、開支和/或信用、與重組相關的資產處置的淨收益、未來經濟或行業趨勢、公共衛生流行病或未來發展的任何陳述。我們不能保證我們將實現這些期望或滿足我們的指導，或者這些信念將被證明是正確的。

影響上述陳述中討論事項的因素包括住房開工量和現有房屋銷售的水平、家居用品的需求、消費信心、可支配收入的趨勢以及整體經濟狀況。這些經濟因數的減少可能對我們的業務和前景產生負面影響。同樣，利率的上升，特別是住房抵押貸款利率的上升，以及消費債務或通貨膨脹率的普遍上升，都可能對我們產生不利影響。我公司的未來業績在一定程度上依賴於我們在進行和最終達成收購談判以及將收購的業務整合到現有運營中的成功。消費者對我們不生產的產品的口味或偏好的變化可能會削弱我們產品的需求。關稅或貿易政策的變化，包括美國貿易執法優先事項的變化，或者美元相對於其他貨幣的價值變化，可能會影響我們的財務結果，因爲我們大部分經營在美國以外的地區。美元對其他貨幣的升值可能會使我們的產品在美國以外的市場上價格競爭力下降，而在中國貨幣的升值可能對我們在該地區生產的產品的銷售產生負面影響。此外，由於我們的海外業務以美元作爲其功能貨幣，當地貨幣與美元之間的匯率變化可能會影響我們從這些海外業務報告的利潤。此外，國際地區的經濟或政治不穩定可能會影響我們在這些地區的運營或貨源，以及我們產品在國際市場上的需求。公共健康流行病對員工、客戶、供應商以及全球經濟的影響，例如最近的冠狀病毒大流行，也可能對我們的運營和財務表現產生不利影響。此外，潛在資產減值的影響，包括對物業、廠房和設備、庫存或無形資產的減值，及對我們的淨遞延所得稅資產應用的估值準備的影響，可能影響我們的財務結果。運費、勞動力成本和原材料價格的增加，包括石化產品市場價格的上漲，也可能顯著影響我們支付交通、勞工和原材料的價格，並進而增加我們的運營成本並降低我們的盈利能力。此外，我們在與可靠夥伴多樣化供應鏈、有效服務於全球平台的成功也可能影響我們的業務並對我們的財務結果產生不利影響。最後，我公司的未來表現還依賴於我們成功重組牀墊面料業務並使該部門恢復盈利的能力。關於這些因素以及可能影響我們未來運營或財務結果的其他因素和前瞻性陳述中討論的事項的更多信息，已包含在我們最近向證券交易委員會提交的第10-K和第10-Q表格的1A項「風險因素」中。

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this report and the exhibits attached hereto as anticipated, believed, estimated, expected, intended, planned or projected. The forward-looking statements included in this report and the exhibits attached hereto are made only as of the date of of this report. Unless required by United States federal securities laws, we neither intend nor assume any obligation to update these forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Additional risks and uncertainties that we do not presently know about or that we currently consider to be immaterial may also affect our business operations or financial results.

Item 2.02 – Results of Operations and Financial Condition

On March 5, 2025, we issued a news release to announce our financial results for our third quarter ended January 26, 2025. A copy of the news release is attached hereto as Exhibit 99.1.

The information set forth in this Item 2.02 of this Current Report, and in Exhibit 99.1, is intended to be “furnished” under Item 2.02 of Form 8-K. Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The news release contains adjusted income statement information for the three and nine month periods ending January 26, 2025, and January 28, 2024, respectively, which disclose adjusted loss from operations, a non-U.S. GAAP performance measure that eliminates items which are not expected to occur on a recurring or regular basis. For the three and nine month periods ending January 26, 2025, these items include, as applicable for the period presented, restructuring related charges and restructuring expense associated with the gradual discontinuation of the mattress fabrics manufacturing operations in Quebec, Canada, the process of selling the facility located in Quebec, Canada, and the relocation of certain equipment from Quebec, Canada, to Stokesdale, North Carolina; restructuring expense associated with consolidation of the mattress fabrics sewn cover operation in Haiti from two buildings into one building; restructuring expense associated with moving equipment from our upholstery fabrics operation located in Knoxville, Tennessee to our upholstery fabrics distribution center located in Burlington, N.C.; and restructuring expense associated with the rationalization of the upholstery fabrics finishing operation located in Shanghai, China. For the three and nine month period ending January 28, 2024, these items include, as applicable for the period presented, restructuring-related credits, restructuring related charges, and restructuring expense associated with the discontinued production of cut and sewn upholstery kits in Ouanaminthe, Haiti. The company has included this adjusted information in order to show operational performance excluding the effects of items not expected to occur on a recurring or regular basis. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. Management believes this presentation aids in the comparison of financial results among comparable financial periods. Management uses adjusted income statement information in evaluating the financial performance of our overall operations and business segments. Also, adjusted income statement information is used as a performance measure in our incentive-based executive compensation program. We note, however, that this adjusted income statement information should not be viewed in isolation or as a substitute for loss from operations calculated in accordance with U.S. GAAP.

The news release contains disclosures about our net debt, which is a non-U.S. GAAP liquidity measure that we define as cash and cash equivalents (which we sometimes refer to as “cash”) plus investments that are available to fund operations minus the total amount of outstanding borrowings under our lines of credit or other debt instruments. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe this non-GAAP measure is useful to investors as it provides a way to compare our cash or debt position across periods on a consistent basis, regardless of the impact of financing activities. Net debt should not be viewed in isolation by investors and should not be used as a substitute for GAAP measures of liquidity.

The news release contains disclosures about free cash flow, a non-U.S. GAAP liquidity measure that we define as net cash (used in) provided by operating activities, less cash capital expenditures and any payments on vendor-financed capital expenditures, plus any proceeds from sale of property, plant, and equipment, plus proceeds from note receivable, plus proceeds from the sale of investments associated with our rabbi trust, less the purchase of investments associated with our rabbi trust, and plus or minus the effects of foreign currency exchange rate changes on cash and cash equivalents, in each case to the extent any such amount is incurred during the period presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. Management believes the disclosure of free cash flow provides useful information to investors because it measures our available cash flow for potential debt repayment, stock repurchases, dividends, additions to cash and investments, or other corporate purposes. We note, however, that not all of the company’s free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. In operating our business, management uses free cash flow to make decisions about what commitments of cash to make for operations, such as capital expenditures (and possible financing arrangements for these expenditures), purchases of inventory or supplies, SG&A expenditure levels, compensation, and other commitments of cash, while still allowing for adequate cash to meet known future commitments for cash, such as debt repayment, and also for making decisions about dividend payments and share repurchases.

The news release contains disclosures about our Adjusted EBITDA, which is a non-U.S. GAAP performance measure that reflects net (loss) income excluding income tax expense (benefit), net interest income, and restructuring expense or credit and restructuring related charges or credits, as well as depreciation and amortization expense, and stock-based compensation expense. This measure also excludes other non-recurring charges and credits associated with our business, if and to the extent any such amount is incurred during the period presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe presentation of Adjusted EBITDA is useful to investors because earnings before interest income and expense, income taxes, depreciation and amortization, and similar performance measures that exclude certain charges from earnings, are often used by investors and financial analysts in evaluating and comparing companies in our industry. We note, however, that such measures are not defined uniformly by various companies, with differing expenses being excluded from net income to calculate these performance measures. For this reason, Adjusted EBITDA should not be viewed in isolation by investors and should not be used as a substitute for net income (loss) calculated in accordance with GAAP, nor should it be used for direct comparisons with similarly titled performance measures reported by other companies. Use of Adjusted EBITDA as an analytical tool has limitations in that this measure does not reflect all expenses that are necessary to fund and operate our business, including funds required to pay taxes, service our debt, and fund capital expenditures, among others. Management uses Adjusted EBITDA to help it analyze the company’s earnings and operating performance, by excluding the effects of expenses that depend upon capital structure and debt level, tax provisions, and non-cash items such as depreciation, amortization and stock-based compensation expense that do not require immediate uses of cash.

The news release contains disclosures about return on capital employed for both the entire company and for individual business segments. We define return on capital employed as adjusted operating income (loss) (measured on a trailing twelve-month basis) divided by average capital employed (excluding intangible assets related to acquisitions at the divisional level only). Adjusted operating income (loss) excludes certain charges or credits that are not expected to occur on a recurring or regular basis, if applicable for the period presented. Average capital employed is calculated over rolling five fiscal periods, depending on which quarter is being presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe return on capital employed is an accepted measure of earnings efficiency in relation to capital employed, but it is a non-U.S. GAAP performance measure that is not defined or calculated in the same manner by all companies. This measure should not be considered in isolation or as an alternative to net income (loss) or other performance measures, but we believe it provides useful information to investors by comparing the adjusted operating income (loss) we produce to the net asset base used to generate that income (loss). Also, adjusted operating income (loss) on a trailing twelve-months basis does not necessarily indicate results that would be expected for the full fiscal year or for the following twelve months. We note that, particularly for return on capital employed measured at the segment level, not all assets and expenses are allocated to our operating segments, and there are assets and expenses at the corporate (unallocated) level that may provide support to a segment’s operations and yet are not included in the assets and expenses used to calculate that segment’s return on capital. Thus, the average return on capital employed for the company’s segments will generally be different from the company’s overall return on capital employed. Management uses return on capital employed to evaluate the company’s earnings efficiency and the relative performance of its segments.

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

(d) Election of Directors

On March 5, 2025, the Board of Directors (the "Board") of Culp, Inc. (the "Company") adopted resolutions expanding the size of the Board from seven to eight and elected William L. Tyson as a director to fill the vacancy created by the expansion in the size of the Board, effective immediately. Mr. Tyson brings to the Company over 30 years of experience in investment banking and capital markets, and has served in executive leadership and strategic growth roles for some of the largest banks and financial institutions in the country.

Mr. Tyson served as head of Mergers & Acquisitions within the Investment Banking Group of Fifth Third Capital Markets from 2021 until his retirement in December 2024. In that role, Mr. Tyson was responsible for the strategic direction of the M&A and Investment Banking platform within the Capital Markets division of Fifth Third Bank as well as for driving Fifth Third Bank's capital markets non-organic growth strategy. Mr. Tyson previously served as Executive Vice President, Co-head of Capital Markets for Fifth Third Bank from 2017 to 2021 and as Senior Vice President, Co-head of Capital Markets from 2016 to 2017. Mr. Tyson served as Senior Managing Director and

Co-head of Investment Banking and in various other leadership roles over the course of his approximately 18-year tenure with BB&T Capital Markets (and its predecessor, Scott & Stringfellow). Prior to that, Mr. Tyson headed Wheat First Butcher Singer's Furnishings, Consumer and Industrial Growth Industry Practices and served as a Vice President with Wachovia Corporation.

The Board has appointed Mr. Tyson to serve as a member of the Board's Audit, Corporate Governance and Nominating, and Compensation Committees. The Board affirmatively determined that Mr. Tyson is independent under the Company's Corporate Governance Guidelines and all applicable rules of the New York Stock Exchange and the U.S. Securities and Exchange Commission ("SEC"), including with respect to his Compensation Committee and Audit Committee membership. There are no family relationships between Mr. Tyson and any other director or executive officer of the Company nor are there any transactions between Mr. Tyson or any member of his immediate family and the Company of any of its subsidiaries that would be reportable as a related party transaction under the rules of the SEC. Further, there is no arrangement or understanding between Mr. Tyson and any other persons or entities pursuant to which Mr. Tyson was appointed as a director of the Company.

Mr. Tyson will receive compensation as a director of the Company consistent with that paid to other non-employee directors of the Company. As such, Mr. Tyson is entitled to receive an annual cash retainer of $55,000. In addition, non-employee directors of the Company are entitled to receive an annual equity grant of time-based restricted stock units under the Company's Amended and Restated Equity Incentive Plan with a grant date fair value of $55,000. The restricted stock units will vest on the next annual meeting of shareholders of the Company following the grant of units, subject to Mr. Tyson's continued service on the Board.

A copy of the Company's press release relating to Mr. Tyson's election is being furnished as Exhibit 99.2 to this Current Report on Form 8-K. Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, as amended.

Item 7.01 Regulation FD Disclosure

On March 5, 2025, we posted a restructuring presentation to our website at https://culpinc.gcs-web.com/ (the "Restructuring Presentation"). A copy of the Restructuring Presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. We expect to use the Restructuring Presentation from time to time, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts, and others.

The information contained in the Restructuring Presentation is summary information that should be considered within the context of the company's filings with the Securities and Exchange Commission ("SEC") and other public announcements the company may make by press release or otherwise from time to time. The Restructuring Presentation speaks only as of the date of this Current Report on Form 8-K. We undertake no duty or obligation to publicly update or revise the information contained in the Restructuring Presentation, including, without limitation, any targets, estimates, goals, or other forward-looking statements, although we may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, or through other public disclosure.

The Restructuring Presentation contains statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth on page 2 of the Restructuring Presentation. By furnishing the information contained in this Current Report on Form 8-K, including Exhibit 99.3, we make no admission as to the materiality of any such information.

The information in this Current Report on Form 8-K, including Exhibit 99.3, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 (d) – Exhibits

EXHIBIT INDEX

SIGNATURES

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, hereunto duly authorized.

Dated March 5, 2025