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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-14 · 52 added, 655 removed, 128 unchanged (85% of the section changed)

3 unchanged sentences

As of the end of the period covered by this Annual Report on Form 10‑K, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a‑15(e) and 15d‑15(e).

Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024.

Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of December 31, 2025 due to the material weakness in internal control over financial reporting described below.

Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, management has concluded that, notwithstanding the material weaknesses described below, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations, and cash flows of the Company as of the dates, and for the periods presented, in conformity with U.S.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including our principal executive officer and principal financial officer, has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in the framework Internal Control-Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a‑15(f) and 15d-15(f).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Because of its inherent limitations, internal control over financial reporting might not prevent or detect misstatements.

Management, including our principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this evaluation, management concluded that as of December 31, 2025, our internal control over financial reporting was not effective due to material weaknesses in the Company’s internal control over financial reporting as described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

Our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Material Weaknesses in Internal Control over Financial Reporting

Management identified a material weakness in controls related to aspects of the Company’s general accounting and financial reporting processes, design and maintenance of formal accounting policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting, and disclosures, including controls over the preparation and review of account reconciliations.

Management identified a material weakness related to controls over the accounting for leases, specifically the subsequent measurement and recording of lease transactions under ASC 842.

The control deficiency resulted in errors in the measurement and presentation of right‑of‑use assets and lease liabilities, which required revision of previously issued financial statements.

The Company did not maintain a sufficient complement of personnel possessing the appropriate technical accounting competency, training, and experience to address, review, and record financial reporting transactions under U.S.

As a result of the material weaknesses described above, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.

Remediation Efforts

Management has begun implementing remediation measures to address the identified material weaknesses and strengthen the Company’s internal control environment.

These actions include:

• Enhancing controls over the review and approval of lease accounting, including subsequent measurement and periodic reassessment procedures;

• Improving documentation and precision of controls related to complex accounting areas;

• Engaging external accounting advisors to assist management in evaluating technical accounting matters, implementing enhanced controls, and providing additional support during the financial close and reporting process.

In addition to implementing and refining the above activities, we expect to engage in additional activities in fiscal year 2026 including:

• We will continue to evaluate the realignment of existing personnel and the addition of both internal and external resources to strengthen management’s review and documentation over internal control over financial reporting.

As needed, we intend to hire qualified resources with the requisite background and knowledge to assist with accounting and financial reporting.

• We will continue to assess the specific training needs for newly hired and existing personnel and intend to deliver additional training programs designed to uphold our internal control standards.

• We will continue to review our current processes, procedures and systems to identify opportunities to enhance the design of our financial reporting controls.

• We will continue to assess the design and maintenance of formal accounting policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting, and disclosures, including controls over the preparation and review of account reconciliations.

• We will continue to report regularly to the audit committee on the progress and results of the remediation plan, including the identification, status, and resolution of internal control material weaknesses and deficiencies.

Management believes these remediation efforts, when fully implemented and operating for a sufficient period of time, will remediate the identified material weaknesses.

However, the material weaknesses will not be considered remediated until the enhanced controls have operated effectively for an adequate period of time and management has concluded, through testing, that the controls are operating effectively.

In addition, pursuant to our Compensation Clawback Policy, the Board of Directors will conduct an analysis of whether the revision to prior periods related to ROU assets and lease liabilities should result in the recovery of any “Erroneously Awarded Compensation” as that term is defined in the policy.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended December 31, 2024.

Other than the remediation efforts described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Limitations on the Effectiveness of Controls

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The Company currently anticipates that it will hold its virtual 2026 Annual Meeting of Stockholders on May 4, 2026.

Third Amendment to Credit Agreement

On March 12, 2025, the Company entered the Third Amendment.

Under the terms of the Third Amendment, the parties thereto agreed to modify certain financial condition covenants made by the Company under the Term Loan and Revolving Credit Facility, such that (i) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025 and June 30, 2025 must be no less than 0.50x and 1.10x, respectively, and no less than 1.25x on the last day of the fiscal quarters ending September 30, 2025 and thereafter, instead of 1.10x as of March 31, 2025 and 1.25x as of June 30, 2025 and thereafter, as previously set forth in the Credit Agreement;

(ii) the Consolidated Leverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, must not exceed 4:25x, 3.50x, 3.25x, 3.25x, and 2.75x, respectively, and the Consolidated Leverage Ratio as of the last day of each fiscal quarter thereafter must not exceed 2.25x, instead of 3.25x as of March 31, 2025, 2.75x as of June 30, 2025, and 2.25x thereafter, as previously set forth in the Credit Agreement;

(iii) the Company and its subsidiaries will be required to maintain minimum Liquidity (as defined in the Credit Agreement) of not less than (A) $3,000,000.00 as of the last day of the month ending March 31, 2025, (B) $5,000,000 as of the last day of the month ending April 30, 2025, and (C) $7,500,000.00 as of the last day of the months ending May 31, 2025 and thereafter (or the last day of each fiscal quarter thereafter upon the satisfaction of certain financial tests described therein);

and (iv) new liquidity and financial reporting requirements have been added.

In addition to revising the covenants listed above, the amendment revised or added new terms such that (i) for outstanding loans, beginning on or about July 1, 2025, the applicable per annum margin will be increased to 3.75% or 4.75% for base rate or SOFR, respectively, if the Company's total leverage ratio is equal to or greater than 3.00x, 3.50% or 4.50% for base rate or SOFR, respectively, if the Company's total leverage ratio is equal to or greater than 2.00x and less than 3.00x, and 3.25% or 4.25% for base rate or SOFR, respectively, if the Company's total leverage ratio is below 2.00x, (ii) the Term Loan and Revolving Credit Facility will mature on May 11, 2027 (instead of November 7, 2027);

(iii) Liquidity in excess of $3.0 million will be used to repay the outstanding funds drawn on the revolving credit facility on a monthly basis beginning April 30, 2025;

(iv) revolver draws will be subject to compliance with the minimum Liquidity covenant (v) the Company will be required to reimburse SVB for certain fees and expenses relating to the engagement of a financial advisor;

and (vi) 100% of first $10.0 million of any equity proceeds will be used to repay the Term Loan and Revolving Credit Facility, subject to a carve-out of the first $3.0 million of equity proceeds and any equity proceeds received from Sponsor.

In consideration of the Third Amendment, the Company will pay a fee equal to 0.15% of the outstanding loans to consenting lenders, and a $125,000 arrangement fee to SVB.

On March 12, 2025, in connection with the Third Amendment, the Company, SVB and our Sponsor (through certain affiliated entities) entered into the Limited Guarantee, pursuant to which our Sponsor agreed to provide a $10.0 million limited guaranty of the Company’s obligations under the Credit Agreement.

The Limited Guarantee is callable on June 15, 2025 (or upon the earlier occurrence of certain defaults described therein) if the Company has not prepaid the Term Loan (excluding regularly scheduled amortization) by $10.0 million as of such date.

Under the terms of the Limited Guarantee, if Sponsor is required to make any payment under the Limited Guarantee (other than as a result of a bankruptcy event), then Sponsor will be deemed to have purchased shares of common stock of the Company having an aggregate value equal to the amount of such payment.

The Company has agreed to issue a subordinated note to Sponsor if a payment occurs under the Limited Guarantee, to the extent such payment does not result from the issuance of shares of common stock by the Company to Sponsor.

Rule 10b5-1 Trading Arrangements

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Directors, Executive Officers and Corporate Governance

BOARD OF DIRECTORS

The following table sets forth the name, age, and position, as of March 14, 2025, of individuals who currently serve as directors on the board of directors.

Name Age Position

Aaron Rollins 50 Executive Chairman of the board of directors

Yogi Jashnani 43 Director and Chief Executive Officer

Adam Feinstein 53 Director

Daniel Sollof 41 Director

Caroline Chu 44 Director

Thomas Aaron 63 Director

Kenneth Higgins 59 Director

Class I—Directors with Terms Expiring in Fiscal 2025

Yogi Jashnani has served as our Chief Executive Officer and a member of our board of directors since January 7, 2025.

Jashnani has over 20 years of experience in the aesthetics, retail and finance industries.

Prior to joining the Company, Mr.

Jashnani served as Chief Revenue Officer for Sky Zone.

From 2019 through 2023, he served as Chief Commercial Officer of Ideal Image.

From fiscal 2017 through 2019, Mr.

Jashnani held the position of SVP, Marketing, Insights and Analytics of Advance Auto Parts.

Prior to this, Mr.

Jashnani was Vice President at Capital One.

Jashnani holds a Masters of Science in Biomedical Engineering and a Masters of Science in Electrical Engineering from University of Wisconsin-Madison.

He also holds a Bachelors of Engineering in Telecommunications Engineering for University of Mumbai.

We believe that Mr.

Jashnani's industry knowledge, as well as his leadership experience, make him an appropriate member of our board of directors.

Daniel Sollof has served as a member of the Board since June 2021 and served as a member of the board of managers of Elite Body Sculpture from October 2018 until the IPO.

Sollof joined VSCP in August 2014 and serves as a General Partner for the firm.

In addition to sourcing and evaluating potential investment opportunities, Mr.

Sollof works closely with VSCP’s portfolio companies.

He has been a Board Observer at HealthChannels (ScribeAmerica) since October 2016.

From July 2015 to August 2017, he served as a member of the board of directors of Imedex, Inc.

Prior to joining VSCP, Mr.

Sollof served as Vice President and Research Analyst for Barclays Capital/Lehman Brothers August 2007 to August 2014, focusing on the Healthcare Facilities and Medical Supplies & Devices Sectors.

Prior to Barclays Capital/Lehman Brothers, Mr.

Sollof worked as a Valuation and Business Modeling Analyst in the Transaction Advisory Services group at Ernst & Young from September 2005 to July 2007.

Sollof received a B.S.

in Management Science from the University of California – San Diego and is a CFA charterholder.

We believe that Mr.

Sollof’s industry knowledge, as well as his leadership experience, make him an appropriate member of our Board.

Class II—Directors with Terms Expiring in Fiscal 2026

Adam Feinstein has served as a member of the Board since June 2021 and as lead independent director since March 2023.

He previously served as the non-executive chairman of the Board from September 2021 to January 2023 and as non-executive chairman of the board of managers of Elite Body Sculpture from October 2018 until the IPO.

Feinstein founded Vesey Street Capital Partners, L.L.C.

in 2014 and serves as Managing Partner.

He has been a member of the board of directors of HealthChannels (ScribeAmerica), a provider of medical scribe support and value-based healthcare solutions, since October 2016.

He has served as chairman of the board of directors of QualityMetric, a provider of health and disease specific surveys, from August 2020 until August 2023.

He has served as a member of the board of directors of Pathgroup, a leading pathology services company, since August 2016.

Feinstein has served as a board member of Safecor Health, which provides pharmaceutical unit dose packaging services for hospitals and health systems, since August 2021.

Most recently, Mr.

Feinstein has served as a board member of Inceptua Group, a leading provider of clinical trial supplies and related services, as well as global early access programs, since January 2024.

He was a board member of Surgery Partners, Inc.

SGRY) from September 2015 to December 2019 and Imedex, Inc.

from July 2015 to August 2017.

Prior to founding VSCP, Mr.

Feinstein was the Senior Vice President of Corporate Development, Strategic Planning and Office of the Chief Executive Officer at LabCorp from June 2012 to August 2014.

Prior to LabCorp, Mr.

Feinstein served as the Managing Director in Equity Research at Barclays Capital/Lehman Brothers for 14 years.

Feinstein is a CFA

charterholder and has a B.S.

in Business from the Smith School at the University of Maryland.

He also completed the Nashville Healthcare Council Fellows program.

We believe that Mr.

Feinstein’s public company experience, industry knowledge, as well as his leadership experience, make him an appropriate member of our Board.

Thomas Aaron has served as a member of our Board since October 2021.

From November 2019 to November 2024, Mr.

Aaron served as a member of the board of directors of Cincinnati Financial Corporation (Nasdaq:

CINF) and served on CINF's audit committee and the compensation committee during 2023 and 2024.

From November 2019 to November 2024, Mr.

Aaron also served as a member of the boards of directors of CINF’s property casualty insurance companies and other subsidiaries.

From 2016 to 2017, Mr.

Aaron served as Senior Vice President of Finance of Community Health Systems, Inc.

Aaron was appointed to serve as Executive Vice President and Chief Financial Officer of CYH in May 2017, a position in which he served through December 2019.

Prior to joining CYH, Mr.

Aaron had a distinguished, 32-year career at Deloitte leading audit and consulting services to, among others, national healthcare organizations.

Aaron is a Certified Public Accountant and holds a B.S.

in Accounting from the University of Kentucky.

We believe that Mr.

Aaron’s leadership experience makes him an appropriate member of our Board.

Kenneth Higgins has served as a member of our Board since October 2021.

Higgins currently serves as the managing director and co-founder of Northborne Partners, LLC, a middle market-focused mergers and acquisitions advisory firm.

Previously, Mr.

Higgins spent 4.5 years at BMO Capital Markets Corp.

(a subsidiary of Bank of Montreal (NYSE:

BMO)) from 2016 to 2021.

Higgins received his Bachelor of Business Administration from the University of Michigan School of Business and his Juris Doctor degree from Harvard Law School.

We believe that Mr.

Higgin’s leadership experience makes him an appropriate member of our Board.

Class III—Directors with Terms Expiring in Fiscal 2027

Aaron Rollins is our founder, previously served as our Chief Executive Officer from 2012 to January 2023, and has served as Executive Chairman of the Board since January 2023.

Rollins is the cosmetic surgeon to the stars, as well as the founder of the Company.

He currently serves as a board adviser to Safecor Health, a portfolio company affiliated with Vesey Street Capital Partners, L.L.C., our private equity sponsor.

Rollins is considered a specialist in body sculpting and has performed thousands of laser liposuction procedures.

He is a life-long art lover who studied sculpture and to fulfill his dream of combining art and science, he eventually attended medical school.

Rollins went to medical school at the McGill University Faculty of Medicine in Montreal, Canada after completing his undergraduate studies at McGill University.

He has received many awards for his distinguished work, including the I.D.E.A.

Bronze Medal for medical inventions and the “Great Distinction” honor at McGill University.

He is affiliated with the American College of Surgeons, American Board of Laser Surgery, American Academy of Cosmetic Surgery and the American Society of Liposuction Surgery.

He is also a member of the World Academy of Cosmetic Surgery.

Rollins was awarded the Compassionate Doctor certification in 2013.

We believe that Dr.

Rollins’ industry knowledge, as well as his leadership experience, make him an appropriate member and Executive Chairman of our Board.

Caroline Chu has served as a member of our Board since October 2021.

Previously, Ms.

Chu spent 16 years at Goldman Sachs Group, Inc.

from June 2002 to February 2018.

She served as an investment analyst in Equity Research, a public equities investor in Goldman Sachs Principal Strategies and portfolio manager and Managing Director in Goldman Sachs Investment Partners.

Chu also served as Co-Head of Equities and Managing Director for Alwyne Management LP from May 2018 to January 2020.

Chu received her B.S.

degrees in Economics and Management Science from the Massachusetts Institute of Technology in 2002.

We believe that Ms.

Chu’s leadership experience makes her an appropriate member of our Board.

CORPORATE GOVERNANCE

Corporate Governance Highlights

Corporate governance is key to a strong and accountable board of directors.

We strive to adopt practices that will promote the long-term interests of the Company and its stockholders, including the below examples.

✓ Accountability.

Our common stock outstanding on the Record Date is entitled to one vote per matter presented to stockholders ✓ Annual Board and Committee Self-Evaluations

✓ We meet Nasdaq’s definition of a controlled company, but we do not take advantage of the controlled company exemptions ✓ Annual Named Executive Officer Performance Evaluation by the Compensation Committee of the Board

✓ Five of the seven members of our Board are “independent” under Nasdaq’s definition of independence ✓ “Pay for Performance” Philosophy Drives Executive Compensation

✓ Our Audit and Compensation Committees are each composed entirely of unaffiliated independent directors ✓ Audit Committee Approval Required for Related Party Transactions

✓ Regular Board and Committee Executive Sessions of Independent Directors ✓ No “Poison Pill” (Stockholder Rights Plan)

✓ Lead Independent Director ✓ Established Whistleblower Policy

✓ Independent Executive Compensation Consultant ✓ Risk Oversight by the Board and the Audit Committee

Board Composition and Election of Directors

Our business and affairs are managed under the direction of our Board.

The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to our management.

Our Board meets on a regular basis and additionally as required.

The number of directors is fixed by our Board, subject to the terms of our amended and restated certificate of incorporation, our amended and restated bylaws and our Stockholders Agreement.

Our Board consists of seven directors, five of whom qualify as “independent” under the Nasdaq listing standards.

Directors are (except for the filling of vacancies and newly created directorships) elected by the holders of a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote on the election of such directors.

Our Board is divided into three classes with staggered three-year terms.

Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

This classification of our Board may have the effect of delaying or preventing changes in control of our company.

Our directors are divided among the three classes as follows:

• the Class I directors are Yogi Jashnani and Daniel Sollof;

• the Class II directors are Adam Feinstein, Kenneth Higgins and Thomas Aaron;

• the Class III directors are Dr.

Aaron Rollins and Caroline Chu.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal.

No decrease in the number of directors will shorten the term of any incumbent director.

In addition, we entered into a stockholders agreement with affiliates of our Sponsor and Dr.

Aaron Rollins in connection with our initial public offering (the “Stockholders Agreement”).

This agreement grants affiliates of our Sponsor and Dr.

Aaron Rollins the right to designate nominees to our Board subject to the maintenance of certain ownership requirements in us.

See “Certain Relationships and Related Party Transactions, and Director Independence—Stockholders Agreement.”

In accordance with our corporate governance guidelines and subject to the Stockholders Agreement, our independent directors will designate a lead independent director in the event that the Company does not have an independent chairperson of the Board.

Adam Feinstein is designated as the lead independent director of the Board, responsible for coordinating the activities of the independent directors.

The specific responsibilities of the lead independent director are to:

• work with the Chief Executive Officer to develop and approve an appropriate Board meeting schedule;

• work with the Chief Executive Officer to develop and approve Board meeting agendas;

• provide the Chief Executive Officer feedback on the quality, quantity, and timeliness of the information provided to the Board;

• develop the agenda and moderate executive sessions of the independent members of the Board;

• preside over Board meetings when the Chief Executive Officer is not present or when Board or Chief Executive Officer performance or compensation is discussed;

• act as principal liaison between the independent members of the Board and Chief Executive Officer;

• convene meetings of the independent directors as appropriate;

• be available for consultation and direct communication with stockholders as deemed appropriate;

• perform other duties as the Board may determine from time to time.

Our corporate governance guidelines also provide that the independent directors shall meet periodically in executive session but no less than two times per year or whatever minimum has been set by the Nasdaq listing standards.

Controlled Company Exemption

We meet the definition of a “controlled company” under the Nasdaq listing standards, and thus we qualify for the “controlled company” exemption to the board of directors and committee composition requirements under the Nasdaq listing standards.

If we were to rely on this exemption, we would be exempt from the requirements that (1) our Board be comprised of a majority of independent directors, (2) we have a nominating and corporate governance committee composed entirely of independent directors, and (3) our compensation committee be comprised solely of independent directors.

The “controlled company” exemption does not modify the independence requirements for the audit committee, and we comply, and intend to continue complying, with the requirements of the Sarbanes-Oxley Act and the Nasdaq listing standards, which require that our audit committee be composed of at least three members and entirely of independent directors within one year from the date of this prospectus.

We do not, and do not intend to, rely on the "controlled company" exemption under the Nasdaq listing standards and we have taken all actions necessary to comply with such requirements, including appointing a majority of independent directors to the Board and establishing certain committees composed entirely of independent directors within the time frames set forth under the Nasdaq listing standards.

However, as long as we remain a “controlled company” these requirements will not apply to us and we may, in the future, seek to utilize some or all of these exemptions.

Annual Board and Committee Performance Review

Pursuant to our corporate governance guidelines, the nominating and corporate governance committee is responsible for reporting annually to the Board an evaluation of the overall performance of the Board.

Additionally, the charters of the audit committee, compensation committee, and nominating and corporate governance committees each provide that the respective committee is responsible for performing or participating in an annual evaluation of its performance, the results of which are presented to the Board.

Board Meeting Attendance

During the fiscal year ended December 31, 2024 (“Fiscal 2024”), our Board met four times, our audit committee met four times, our compensation committee met six times and our nominating and corporate governance committee met four times.

Each director attended the board of directors' meetings and all of the meetings of the committees of the board of directors on which such director served in Fiscal 2024.

The board of directors and its committees also approved certain actions by unanimous written consent in lieu of a meeting.

It is our policy that our directors attend annual meetings of stockholders.

Committees of the Board of Directors

Our Board has an audit committee, a compensation committee and a nominating and corporate governance committee.

The composition and responsibilities of each of the committees of our Board are described below.

Members serve on these committees until their resignation or until as otherwise determined by our Board.

Each of the committees operates under its own written charter adopted by the Board, each of which is available on our website at https://investors.airsculpt.com .

Audit Committee

Our audit committee consists of Thomas Aaron, Caroline Chu, and Kenneth Higgins, with Thomas Aaron serving as Chairperson.

The composition of our audit committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations.

Each member of our audit committee meets the financial literacy requirements of Nasdaq listing standards.

In addition, our Board has determined that Thomas Aaron is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933.

Our audit committee, among other things:

• reviews our consolidated financial statements and our critical accounting policies and practices;

• selects a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

• helps to ensure the independence and performance of the independent registered public accounting firm;

• discusses the scope and results of the audit with the independent registered public accounting firm and reviews, with management and the independent registered public accounting firm, our interim and year-end results of operations;

• pre-approves all audit and all permissible non-audit services to be performed by the independent registered public accounting firm;

• oversees the performance of our internal audit function when established;

• reviews the adequacy of our internal controls;

• oversees cybersecurity controls, risks and policies;

• develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviews our policies on risk assessment and risk management;

• reviews and approves or disapproves all related party transactions.

Our audit committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.Our audit committee’s charter is accessible on our website at https://investors.airsculpt.com/corporate-governance/governance.

Compensation Committee

Our compensation committee consists of Caroline Chu, Thomas Aaron, and Kenneth Higgins, with Caroline Chu serving as Chairperson.

The composition of our compensation committee meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations.

Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

The purpose of our compensation committee is to discharge the responsibilities of our Board relating to compensation of our executive officers.

Our compensation committee, among other things:

• reviews, approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;

• administers our stock and equity incentive plans;

• reviews and approves, or makes recommendations to our Board regarding, incentive compensation and equity plans;

• establishes and reviews general policies relating to compensation and benefits of our employees.

Our compensation committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq.

Our compensation committee’s charter is accessible on our website at https://investors.airsculpt.com/corporate-governance/governance.

The charter provides that the compensation committee may, in its sole discretion and at the expense of the Company, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

To assist the compensation committee in meeting its responsibilities, the compensation committee engaged Haigh & Co.

(“Haigh”) as its independent outside compensation consultant to regularly provide executive compensation market analysis and insight, with respect to our executive officers.

Haigh only provides services to the compensation committee with respect to executive and director compensation and does not provide any other services to the Company.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Kenneth Higgins and Daniel Sollof, with Kenneth Higgins serving as Chairperson.

The composition of our nominating and corporate governance committee meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations.

Our nominating and corporate governance committee, among other things:

• identifies, evaluates and selects, or makes recommendations to our Board regarding, nominees for election to our Board and its committees;

• evaluates the performance of our Board and of individual directors;

• considers and makes recommendations to our Board regarding the composition of our Board and its committees;

• reviews developments in corporate governance practices;

• evaluates the adequacy of our corporate governance practices and reporting;

• develops and makes recommendations to our Board regarding corporate governance guidelines and matters.

The nominating and corporate governance committee operates under a written charter that satisfies the applicable listing requirements and rules of Nasdaq.

Our nominating and corporate governance committee’s charter is accessible on our website at https://investors.airsculpt.com/corporate-governance/governance .

Insider Trading Policy

Our Insider Trading Policy , adopted in November 2021 and most recently amended in March 2024, expressly prohibits our employees, designated consultants, officers and directors, and the related persons of each of the foregoing, who know or have access to material information regarding the Company that has not been fully disclosed to the public from (i) trading in Company securities or engaging in transactions in securities of another company with which the Company conducts business, such as a customer, partner, or supplier, if they are in possession of or otherwise aware of material information relating to such other company obtained in course of employment with, or services performed on behalf of, the Company (ii) purchasing Company securities on margin or holding Company securities in a margin account at any time, (iii) pledging Company securities as collateral for a loan, (iv) engaging in hedging or monetization transactions with respect to Company securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds, and (v) trading in derivative securities related to our Company securities, which includes publicly traded call and put options.

Our Insider Trading Policy also provides that the Company will not effect transactions in respect of its

securities, or adopt any securities repurchase plans, when it is in possession of material nonpublic information concerning

the Company, other than in compliance with applicable law.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees.

The Code of Business Conduct and Ethics is accessible on our website at https://investors.airsculpt.com/corporate-governance/governance .

If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics to our officers, we will disclose the nature of such amendment or waiver on that website or in a report on Form 8-K.

EXECUTIVE OFFICERS

Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who serve as our executive officers as of March 14, 2025.

On August 8, 2024, Todd Magazine stepped down from his role as Chief Executive Officer of the Company, effective as of

August 8, 2024.

As discussed below, on August 8, 2024, Mr.

Magazine entered into a Transition Services Agreement (the “Transition Services Agreement”) with the Company (previously filed as Exhibit 10.1 of the Company’s Current Report on

Form 8-K (file no.

001-40973), filed with the SEC on August 9, 2024), which provided for the severance benefits specified

in Section 7.2 of the Magazine Employment Agreement (as defined below) and continued vesting of certain equity awards until January 1, 2025, subject to Mr.

Magazine’s provision of consulting services to the Company through December 31, 2024.

Name Age Position

Yogi Jashnani (1)

43 Chief Executive Officer and Director

Dennis Dean 52 Chief Financial Officer

Aaron Rollins (1)

50 Executive Chairman of the board of directors

(1) See “Board of Directors” for a description of Yogi Jashnani’s and Dr.

Aaron Rollins' experience.

Dennis Dean has served as our Chief Financial Officer since June 1, 2021.

Dean also served as Interim Chief Executive Officer from August 8, 2024 through January 7, 2025.

Dean has over 20 years of experience in multi-site healthcare services.

Prior to joining the Company, Mr.

Dean served as Senior Vice President of Finance and Operations for Envision Healthcare from January 2019 to December 2020.

Dean also served as Chief Accounting Officer and Corporate Controller for Surgery Partners and its predecessor company, Symbion, from 2008 through 2018 and was part of the team which took Surgery Partners public in 2015.

Prior to joining Symbion, he co-founded Resource Partners, LLC, a healthcare-focused financial consulting firm, and began his career at Deloitte.

Dean is a Certified Public Accountant and holds a B.S.

in Accounting and an MAcc from Western Kentucky University.

The information called for by Item 10 is incorporated herein by reference to the definitive Proxy Statement of the Company relating to the 2026 Annual Meeting of Stockholders (the "Definitive Proxy Statement"), which the Company intends to file within 120 days after the close of its fiscal year ended December 31, 2025.

Executive Compensation

This section provides an overview of the compensation of our principal executive officer and our next two most highly-compensated executive officers for Fiscal 2024.

We refer to these individuals as our named executive officers.

Our named executive officers for 2024 were:

Aaron Rollins, the Executive Chairman of the Board;

• Todd Magazine, our former President and Chief Executive Officer;

• Dennis Dean, our Chief Financial Officer.

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to our named executive officers (“NEOs”) in respect of their service to us during Fiscal 2024 and the fiscal year ended December 31, 2023 (“Fiscal 2023”).

Name and Principal Position Year Salary

Special Cash Bonus

Non-Equity Incentive Plan Compensation

All Other Compensation

Aaron Rollins

2024 875,000 2,255,856 — — 125,636 3,256,492

Executive Chairman

2023 875,000 1,906,685 87,500 551,250 215,634 3,636,069

Todd Magazine (5)

2024 453,654 1,804,688 — — 569,977 2,828,319

Former Chief Executive Officer

2023 631,346 4,131,960 65,800 414,540 447,227 5,690,873

Dennis Dean (6)

2024 500,000 644,540 — — 9,532 1,154,072

Chief Financial Officer

2023 500,000 544,767 37,500 236,250 7,884 1,326,401

(1) Amounts in this column for 2024 and 2023 represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of equity awards in connection with our annual executive long term compensation program made up of 50% restricted stock unit awards ("RSUs") and 50% performance-based restricted stock unit awards ("PSUs") granted pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”).

Each of the performance-based restricted stock unit award amounts are based on achievement of a relative Total Shareholder Return ("rTSR") as compared to a specified peer company group.

These awards can range from 0% to 200% of the target amount reflected in this table.

(2) The compensation committee exercised its discretion in awarding a special supplemental cash bonus which was paid during the first quarter of Fiscal 2024 to each of Dr.

Magazine and Mr.

Dean in recognition of the operational performance of the Company's new facilities opened in the United States during Fiscal 2023.

(3) Amounts in this column reflect annual incentive compensation payments earned by our named executive officers in 2024 and 2023.

(4) Amounts shown in the “All Other Compensation” column represent the surgical related service fees in the amount of $119,000 and $207,750 for 2024 and 2023, respectively, paid to Dr.

Rollins related to surgical procedures he performed, severance payments made to Todd Magazine

of $565,385 in 2024 and a $265,000 sign-on bonus and $175,000 relocation fee related to the hiring of Todd Magazine in 2023 and medical, dental and vision insurance policy premiums paid by us.

Magazine served as the Company's Chief Executive Officer until August 8, 2024.

Dean served as the Company's Interim Chief Executive Officer and Chief Financial Officer from August 8, 2024 to January 7, 2025, at which time he returned to his role as Chief Financial Officer.

Narrative Disclosure to Summary Compensation Table

Annual Base Salary

Each named executive officer's base salary is a fixed component of compensation for each year for performing specific job duties and functions.

The 2024 annual base salaries for our named executive officers are set forth in the "Summary Compensation Table" above.

Non-Equity Incentive Compensation

In addition to their annual base salary, our named executive officers are eligible for an annual cash performance bonus for each fiscal year based upon achievement of our performance targets, as determined by our Board in its sole and absolute discretion.

For Fiscal 2024, Dr.

Magazine and Mr.

Dean were eligible to earn a target annual incentive cash compensation of 100%, 100%, and 75%, respectively, of their annual base salary based on annual EBITDA performance.

In March of 2024, our Board approved the 2024 budgeted EBITDA target of $50.0 million and budgeted revenue target of $227.9 million.

For the 2024 performance period, our EBITDA was $20.7 million and our revenue was $180.4 million.

As a result of our performance versus company objectives, no bonus was earned by each named executive officer.

Special Bonus

The compensation committee exercised its discretion in awarding special supplemental cash bonuses of $87,500, $65,800 and $37,500 which were paid during the first quarter of Fiscal 2024 to each of Dr.

Magazine and Mr.

Dean, respectively, in recognition of the operational performance of the Company's new facilities opened in the United States during Fiscal 2023.

IPO Equity Awards

In connection with our initial public offering, we awarded special one-time grants of RSUs and PSUs under the 2021 Plan to certain key executives, including each of Dr.

Rollins and Mr.

Dean (the “IPO Awards”).

The IPO Awards for Dr.

Rollins and Mr.

Dean are 50% in the form of RSUs and 50% in the form of PSUs.

As of December 31, 2024, all unvested and unearned RSUs and PSUs granted under the IPO Awards have been forfeited and cancelled.

Annual Equity Awards

We awarded RSUs and PSUs to each of Dr.

Magazine and Mr.

Dean (the “Annual Awards”) in Fiscal 2024 from our 2021 Equity Incentive Award Plan.

The Annual Awards for Dr.

Magazine and Mr.

Dean were 50% in the form of RSUs and 50% in the form of PSUs.

The number of RSUs granted to Dr.

Magazine and Mr.

Dean in connection with their Annual Awards cover 136,141 shares of our common stock, 108,913 shares of our common stock and 38,898 shares of our common stock, respectively.

The RSUs vest one-third annually over the first three anniversaries of the date of grant, subject to continued employment on such date, except as otherwise described under “Potential Payments and Benefits upon Termination or Change in Control” below.

Magazine and Mr.

Dean, the number of PSUs granted to them in connection with their 2024 Annual Awards cover 136,141 shares of our common stock, 108,913 shares of our common stock and 38,898 shares of our common stock, respectively.

The PSUs vest based on the Company's total shareholder return relative to a specified peer group (the "rTSR").

Based on the rTSR, the awards can settle in shares in a range of 0% to 200% of the target units.

Vesting of the PSUs is subject to continued employment until the end of the performance period, except as otherwise described under “Potential Payments and Benefits upon Termination or Change in Control” below.

Upon a change in control (as defined in the 2021 Plan), the performance conditions underlying the PSUs are deemed satisfied at target and the PSUs remain subject solely to time-based vesting over the remainder of the three year performance period, subject to continued service on such date except as otherwise described under “Potential Payments and Benefits upon Termination or Change in Control” below.

All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, and vision, in each case on the same basis as all of our other employees, except that we pay for the full cost of premiums of such benefits for our named executive officers.

We generally do not provide perquisites or personal benefits to our named executive officers.

Transition Services Agreement with Todd Magazine

On August 8, 2024, Todd Magazine stepped down from his role as Chief Executive Officer of the Company, effective as of August 8, 2024.

On August 8, 2024, Mr.

Magazine entered into the Transition Services Agreement with the Company, which provided for the severance benefits specified in Section 7.2 of the Magazine Employment Agreement.

In addition, in consideration for the provision by Mr.

Magazine of consulting services to the Company through December 31, 2024, and for his acknowledgement that the Employee Covenants Agreement between him and the Company, dated as of January 30, 2023, remains binding on him following his termination of employment, a total of 75,000 restricted stock units of the Company previously granted to Mr.

Magazine, which were unvested and would otherwise have been forfeited, remained outstanding and vested on January 1, 2025.

Employment Agreements

Employment Agreement with Mr.

On December 17, 2024, the Company appointed Yogesh Jashnani to serve as Chief Executive Officer of the Company and entered into an employment agreement with Mr.

Jashnani, effective January 7, 2025 (previously filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K (file no.

001-40973), filed with the SEC on December 17, 2024) (the "Jashnani Employment Agreement").

The Jashnani Employment Agreement provides that Mr.

Jashnani will receive a base salary of $700,000, which may be reviewed annually and may be increased, but not decreased, without his consent.

The Jashnani Employment Agreement also provides that Mr.

Jashnani is eligible to receive an annual performance-based cash bonus with a target annual incentive of 100% of base salary, which incentive is earned based on the achievement of performance targets, as determined annually by our Board.

Any annual bonus, to the extent earned, is paid in a lump sum.

The Jashnani Employment Agreement also provided that Mr.

Jashnani would receive a sign-on cash bonus payment of $262,500, with $150,000 paid on signing and the remainder paid when annual bonuses are paid to the Company’s executive officers, and a sign-on equity award with a grant value of $2,333,333, consisting of RSUs with a grant date value of $1,000,000 (vesting annually over three years) and of PSUs with a target grant date value of $1,333,333 (eligible to vest over a three-year performance period based on stock price appreciation targets).

Further, in the event that the Company requires Mr.

Jashnani to relocate his principal office location to the Company’s principal office, Mr.

Jashnani shall be entitled to receive a subsidy for relocation costs up to a maximum of $175,000.

Under the Jashnani Employment Agreement, Mr.

Jashnani is also eligible to participate in the Company’s 2021 Equity Incentive Plan, with a 2025 annual equity award having a grant date value of 200% of Mr.

Jashnani’s annual base salary on terms substantially similar to the Company's other executive officers, subject to the terms and conditions of the applicable grant agreement and the approval of the Board.

Executive Chairman Employment Agreement with Dr.

In connection with his appointment to Executive Chairman of the Board, Dr.

Rollins entered into an amended and restated employment agreement as of January 4, 2023 (the “Second Amended and Restated Employment Agreement”) (previously filed as Exhibit 10.2 to the Company’s current report on Form 8-K, dated December 30, 2022), which expired as of October 29, 2024 in accordance with its terms.

Rollins remains employed with the Company as an “at-will” employee.

The Second Amended and Restated Employment Agreement applied with respect to all of the compensation disclosed for Dr.

Rollins in the "Summary Compensation Table" above.

Employment Agreement with Mr.

On December 30, 2022, the Company appointed Todd Magazine to serve as President and Chief Executive Officer of the Company and entered into an employment agreement with Mr.

Magazine, effective January 30, 2023 (previously filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K (file no.

001-40973), filed with the SEC on January 6, 2023) (the “Magazine Employment Agreement”).

On August 8, 2024, Mr.

Magazine stepped down from his role as President and

Chief Executive Officer of the Company, which resulted in the termination of the Magazine Employment Agreement.

The compensation paid under the Magazine Employment Agreement is disclosed in the "Summary Compensation Table" above.

Employment Agreement with Mr.

On October 5, 2021, the Company entered into an Amended and Restated Employment Agreement with Mr.

Dean in connection with our initial public offering (the “Amended and Restated Employment Agreement”), which agreement became effective upon completion of the Company’s initial public offering.

The Amended and Restated Employment Agreement applied with respect to all of the compensation disclosed for Mr.

Dean in the "Summary Compensation Table" above.

The Amended and Restated Employment Agreement provides that Mr.

Dean will receive a base salary of $500,000, which may be reviewed annually and may be increased, but not decreased, without his consent.

The Amended and Restated Employment Agreement also provides that Mr.

Dean is eligible to receive an annual performance-based cash bonus with a target annual incentive of 75% of base salary, which incentive is earned based on the achievement of performance targets, as determined annually by our Board.

Any annual bonus, to the extent earned, is paid in a lump sum.

Under the Amended and Restated Employment Agreement, Mr.

Dean is also eligible to participate in the Company’s annual equity grant program, with the first such annual equity grant in the first quarter of 2022, subject to the terms and conditions of the applicable grant agreement and the approval of the Board.

Employee Covenants Agreement

We entered into an Employee Covenants Agreement with Dr.

Rollins dated as of October 2, 2018 (the “Rollins Covenants Agreement”), which agreement includes customary confidentiality and non-disparagement provisions, as well as provisions relating to assignment of inventions.

On October 5, 2021, we entered into an amendment to the Rollins Covenants Agreement, which became effective upon completion of our initial public offering.

The Rollins Covenants Agreement, as amended, also includes non-competition and non-solicitation of employees and customers provisions that run during Dr.

Rollins’ employment with the Company and for a period of twelve months after termination of employment.

We also entered into Employee Covenants Agreements with Mr.

Magazine and Mr.

Jashnani dated as of December 29, 2022 and January 7, 2025, respectively, which include customary confidentiality and non-disparagement provisions.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2024, our named executive officers held outstanding equity-based awards of the Company as listed in the table below.

For purposes of this summary, the Company assumes the market-based PSUs will be issued at 100% of the units within the range of 0% to 200%.

Name Grant Date Number of Shares or Units That Have Not Yet Vested

Market Value of Shares or Units That Have Not Yet Vested

Equity Incentive Plan Awards:

Number of Unearned Shares or Units That Have Not Vested (#) (3)

Equity Incentive Plan Awards:

Market Value of Unearned Shares or Units That Have Not Vested ($) (2)

Aaron Rollins

2/25/2022 21,462 111,388 — —

Executive Chairman

3/14/2023 98,536 511,402 — —

3/14/2023 — 147,805 767,108

2/20/2024 136,141 706,572 — —

2/20/2024 — 136,141 706,572

Todd Magazine (4)

1/31/2023 37,500 194,625 — —

Former Chief Executive Officer

1/31/2023 — — 63,172 327,863

3/14/2023 37,500 194,625 — —

3/14/2023 — 94,569 490,813

2/20/2024 — 21,882 113,568

Dennis Dean (5)

2/25/2022 6,132 31,825 — —

Chief Financial Officer

3/14/2023 28,153 146,114 —

3/14/2023 — 42,230 219,174

2/20/2024 38,897 201,875 —

2/20/2024 — 38,897 201,875

(1) Includes RSU awards granted on February 25, 2022, March 14, 2023 and February 20, 2024 that vest in three equal installments one, two and three years after grant date.

Further, pursuant to the terms of Todd Magazine's Transition Services Agreement and in consideration of consulting services provided thereunder, 37,500 RSUs associated with a grant on January 31, 2023 and 37,500 RSUs associated with a grant on March 14, 2023 remain outstanding and eligible to vest on January 1, 2025.

These RSUs would have otherwise been forfeited but instead vested on January 1, 2025 upon satisfactory completion of the consulting services provided under the Transition Services Agreement.

(2) Based on the closing sale price of AirSculpt common stock on NASDAQ of $5.19 per share on December 31, 2024.

(3) Includes PSU awards granted on January 31, 2023, March 14, 2023 and February 20, 2024 vest based on achievement of a relative total shareholder return, as described under “Annual Equity Awards” above.

Under Todd Magazine's PSU award agreements, 63,172 PSUs related to his January 31, 2023 grant, 94,569 PSUs related to his March 13, 2023 grant and 21,882 PSUs related to his February 20, 2024 grant remain outstanding and eligible to vest at the end of the respective performance periods of such grants, subject to achievement of the performance objectives described therein.

If the performance objectives are met by December 31, 2025 for his fiscal year 2023 grants and December 31, 2026 for his fiscal year 2024 grant, the awards would vest accordingly.

These awards can range from 0% to 200% of the target amount reflected in this table.

Magazine served as the Company's Chief Executive Officer until August 8, 2024.

Dean served as the Company's Interim Chief Executive Officer and Chief Financial Officer from August 8, 2024 to January 7, 2025, at which time he returned to his role as Chief Financial Officer.

Potential Payments and Benefits upon Termination or Change in Control

As discussed under “Employment Agreements,” the Amended and Restated Employment Agreements provide for certain severance payments in connection with our NEOs termination of employment under certain circumstances.

Director compensation

The following table sets forth the compensation awarded to, earned by or paid to the non-employee members of our board of directors in respect of their service to our board of directors during our Fiscal 2024.

Rollins’ compensation for Fiscal 2024 is included in the “Summary Compensation Table” above and as described in the accompanying narrative description.

Other than as set forth in the table below, we did not pay any compensation to any of the members of our board of directors for Fiscal 2024.

Name Fees Earned or Paid in Cash

All Other Compensation

102,500 150,000 — 252,500

100,000 150,000 — 250,000

Kenneth Higgins 107,500 150,000 — 257,500

Pamela Netzky (3)

82,500 150,000 — 232,500

(1) The amounts in this column represent annual cash retainers, committee chair and committee membership fees.

Any director who is an officer of the Company and any director who is nominated by Vesey Street Capital Partners, L.L.C., including Messrs.

Feinstein and Sollof, did not receive any AirSculpt director compensation.

(2) The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718, of awards of restricted stock units granted under the 2021 Plan.

Aggregate restricted stock unit awards outstanding as of December 31, 2024 are 26,087 for each of Mr.

(3) On December 24, 2024, Ms.

Netzky resigned as a director and as a member of the Nominating and Corporate Governance Committee of the Company’s board of directors.

Narrative to Director Compensation Table

In connection with our initial public offering, we adopted a formal policy governing the compensation of our non-employee directors.

Any director who also serves as an employee receives no additional compensation for services as a director or as a member of a committee of our Board.

Compensation for our non-employee directors (other than Adam Feinstein and Daniel Sollof, who are not compensated for their service as directors) includes an annual cash retainer of $75,000.

In addition, non-employee directors (other than Adam Feinstein and Daniel Sollof, who are not compensated for their service as directors) also receive an additional cash retainer for service on the audit committee, compensation committee, or nominating and corporate governance committee of our Board.

The chairman of the audit committee receives an additional cash retainer of $20,000, and the other members of the audit committee will receive an additional cash retainer of $10,000.

The chairmen of the compensation committee or nominating and corporate governance committee each receive an additional cash retainer of $15,000, and each other member of such committee will receive an additional cash retainer of $7,500.

All cash retainers for service on committees of our Board are payable quarterly.

All cash retainers will be pro-rated for any partial periods of service.

In addition to cash compensation, each non-employee director (other than Adam Feinstein and Daniel Sollof, who are not compensated for their service as directors) receives an annual RSU grant, which will be granted at each annual meeting of our stockholders and will vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the day prior to our next annual meeting of stockholders.

By completing a deferral election in the year prior to the annual RSU grant, each director may elect to defer all, or a portion, of the RSUs granted to such director in the following year.

Settlement of such RSUs may be deferred until the director’s separation from service or a date specified at the time of such election.

For Fiscal 2024, we granted 26,087 RSUs under the 2021 Plan to each of our non-employee directors which RSUs will vest on May 7, 2025, subject to each non-employee director's continued service through such date.

Compensation Committee Interlocks and Insider Participation

All compensation and related matters are reviewed by our compensation committee.

None of the members of our compensation committee is or has at any time during the past year been an officer or employee of ours.

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not grant stock options, stock appreciation rights, or similar option-like instruments and, as such, do not have any policy or practice in place on the timing of awards of options, stock appreciation rights, or similar option-like instruments in relation to the disclosure of material non-public information.

If in the future we anticipate granting stock options, stock

appreciation rights, or similar option-like instruments, we may establish a policy regarding how the board of directors determines when to grant such awards and how the board of directors or the compensation committee will take material nonpublic information into account when determining the timing and terms of such awards.

The information called for by Item 11 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Beneficial Ownership

The following table sets forth information regarding the beneficial ownership of our common stock as of March 13, 2025 by (i) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities.

To our knowledge, except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.

Applicable percentage ownership is based on 58,574,516 shares of common stock outstanding as of March 13, 2025.

RSUs that may vest and settle within 60 days of March 13, 2025 are deemed to be outstanding and to be beneficially owned by the person holding the RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each listed stockholder is:

1111 Lincoln Road, Suite 802, Miami Beach, Florida 33139.

Common Stock beneficially owned

Name and address of beneficial owner

5% stockholders:

Aaron Rollins 14,718,944 25.13 %

Entities affiliated with Vesey Street Capital Partners, L.L.C.

29,324,180 50.06 %

Thrivent Financial for Lutherans (3)

5,169,819 8.83 %

SW Investment Management LLC (4)

4,700,000 8.02 %

Directors and named executive officers:

Todd Magazine (5)

Yogi Jashnani (6)

Dennis Dean (7)

Aaron Rollins (8)

14,718,944 25.13 %

Adam Feinstein (1)

29,324,180 50.06 %

Daniel Sollof — *

Caroline Chu 92,099 *

Thomas Aaron (9)

Kenneth Higgins (9)

All executive officers and directors as a group (9 persons)

45,126,332 77.04 %

* Represents less than 1%.

(1) Consists of 13,575,862 shares of common stock held directly by VSCP EBS Aggregator, L.P., a Delaware limited partnership (“VSCP EBS”), 4,374,714 shares of common stock held directly by Vesey Street Capital Partners Healthcare Fund-A, L.P., a Delaware limited partnership (“VSCP Health Fund A”), and 11,373,604 shares of common stock held directly by EBS Aggregator Blocker Holdings, LLC, a Delaware limited liability company (“Aggregator Blocker Holdings”).

Feinstein serves as managing partner of Vesey Street Capital Partners, L.L.C., a Delaware limited liability company (“VSCP Fund”), which is the general partner of Vesey Street Capital Partners Healthcare GP, L.P., a Delaware limited partnership, which serves as the general partner of VSCP EBS and VSCP Health Fund A.

and the manager of Aggregator Blocker Holdings.

The address for Mr.

Feinstein, VSCP EBS, VSCP Health GP, Aggregator Blocker Holdings and VSCP Fund is c/o Adam Feinstein, 428 Greenwich Street, New York, NY 10013.

(2) Shares voting power and investment power of the 11,373,604 shares of common stock with investors in EBS Aggregator Blocker Holdings, LLC.

(3) Thrivent Financial for Lutherans is located at 901 Marquette Avenue, Suite 2500, Minneapolis, MN 55402.

(4) SW Investment Management LLC is located at 215 N.

Fir St., Telluride, Colorado, 81435.

Magazine served as the Company's Chief Executive Officer until August 8, 2024.

Jashnani was appointed to serve as the Company's Chief Executive Officer and as a director of the Company, effective January 7, 2025.

(7) Includes 14,077 shares of common stock issuable within 60 days of March 13, 2025 pursuant to restricted stock units.

(8) Includes 49,268 shares of common stock issuable within 60 days of March 13, 2025 pursuant to restricted stock units.

(9) Includes 29,762 restricted stock units issued to the holder on May 10, 2023, which were deferred pursuant to a Non-Employee Director

Restricted Stock Unit Deferral Election, the underlying shares of which could be settled in stock within 30 days upon the holder’s resignation as

a director of the Company, without the need to satisfy any additional vesting requirements.

Equity Compensation Plan Information

The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2024.

For purposes of this summary, the Company assumes the market-based PSUs will be issued at 100% of the units within the range of 0% to 200%.

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights (2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders (1)

1,615,383 $0 5,834,850

Equity compensation plans not approved by security holders — — —

Total 1,615,383 $0 5,834,850

(1) Total reflects outstanding stock options, RSUs and PSUs granted pursuant to our 2021 Equity Incentive Plan as of December 31, 2024.

The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, beginning on January 1, 2023, and continuing through and including January 1, 2031, by four percent (4%) of the aggregate number of shares of common stock issued and outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors prior to the applicable January 1.

(2) The weighted-average exercise price of outstanding options, warrants and rights is $0 because there are no outstanding options and the outstanding RSUs and PSUs have no exercise price.

Section 16(a) Reporting

Section 16(a) of the Exchange Act requires that our directors, executive officers, and persons who beneficially own more than 10% of our common stock file reports with the SEC relating to their initial beneficial ownership of our securities and any subsequent changes.

These reports are commonly referred to as Form 3, Form 4 and Form 5 reports.

Based solely on a review of the copies of such forms in our possession, and on written representations from the reporting persons, we believe that all of these reporting persons complied with their filing requirements on a timely basis for the fiscal year ended December 31, 2024, except for three Form 4s, which were filed by Dr.

Aaron Rollins, Todd Magazine and Dennis Dean after the time period allowed for disclosing compensatory grants of awards of 136,141, 38,898 and 108,913 Restricted Stock Units, respectively, made on February 20, 2024 pursuant to the Company's 2021 Equity Incentive Plan.

The information called for by Item 12 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.

Certain Relationships and Related Transactions, and Director Independence

Management Services Agreements and Continuity Agreements

We have entered into MSAs with Elite Body Sculpture, PC (California), EBS Florida, PLLC, EBS Minnesota, LLC, Madison Avenue Medical PLLC (New York) (the “New York Professional Association”), EBS Tennessee, PLLC, EBS—Texas, PLLC, EBS Utah, LLC, EBS Virginia, LLC, and EBS Washington, PLLC.

Each of these Professional Associations is owned by Dr.

Aaron Rollins.

Aaron Rollins does not receive any additional compensation as a result of his ownership interest in these Professional Associations.

In July 2020, we entered into an MSA with EBS Arizona, LLC, which is owned by Dr.

Aaron Rollins’ father, Dr.

Pursuant to this MSA, during Fiscal 2024 and Fiscal 2023, Dr.

Rollins received compensation of $48,000 and $48,000, respectively, for his role as medical director of our center located in Scottsdale, Arizona.

In connection with each of the MSAs, we entered into Continuity Agreements with Dr.

Aaron Rollins and Dr.

provided that, because of limitations under New York law, there is no Continuity Agreement in place with respect to the New York Professional Association.

Stockholders Agreement

In connection with our initial public offering, we entered into the Stockholders Agreement, which requires us to, among other things, nominate a number of individuals designated by affiliates of our Sponsor for election to the Board at any meeting of our stockholders (each a “Sponsor Director”) such that, upon the election of each such individual, and each other individual nominated by or at the direction of our Board or a duly-authorized committee of the Board, as a director of our Company, and taking into account any director continuing to serve without the need for re-election, the number of Sponsor Directors serving as directors of our Company will be equal to:

• if affiliates of our Sponsor together beneficially own 25% or more of our outstanding shares of common stock, two Sponsor Directors;

• if affiliates of our Sponsor together beneficially own 10 % or more, but less than 25%, of our outstanding shares of common stock, one Sponsor Director.

For so long as the Stockholders Agreement remains in effect, Sponsor Directors may be removed only with the consent of our Sponsor.

In the case of a vacancy on our Board created by the removal or resignation of a Sponsor Director, the Stockholders Agreement requires us to nominate an individual designated by affiliates of our Sponsor for election to fill the vacancy.

Additionally, for so long as affiliates of our Sponsor hold at least 25% of our outstanding shares of common stock, we must take all necessary action to ensure that the number of directors serving on our Board will not exceed eight without the consent of affiliates of our Sponsor.

Further, for so long as affiliates of our Sponsor are entitled to designate two Sponsor Directors for election to our Board, we are required to take all necessary action to cause the chairperson of our Board to be an individual chosen by affiliates of our Sponsor.

Additionally, the Stockholders Agreement grants Dr.

Aaron Rollins the right to nominate one director (the “Rollins Director”) to our Board for so long as Dr.

Aaron Rollins beneficially owns 10% or more of our outstanding shares of common stock.

For so long as the Stockholders Agreement remains in effect, the Rollins Director may be removed only with the consent of Dr.

Aaron Rollins.

In the case of a vacancy on our Board created by the removal or resignation of the Rollins Director, the Stockholders Agreement requires us to nominate an individual designated by Dr.

Aaron Rollins for election to fill the vacancy.

On July 30, 2024, the Company, Sponsor and Dr.

Rollins entered into an amendment to the Stockholders Agreement, which provides that the Board and any committee thereof shall have no obligation to recommend a Sponsor Director or a Rollins Director for election to the Board at a meeting of stockholders called for the purpose of electing directors if the Board or such committee, in exercising its fiduciary duties to the Company and its stockholders, does not believe that such Sponsor Director or Rollins Director should be elected to the Board.

The Stockholders Agreement also requires us to obtain customary director indemnity insurance and enter into indemnification agreements with the Sponsor Directors and the Rollins Director.

Registration Rights Agreement

In connection with our initial public offering, we entered into a registration rights agreement with our Sponsor and Dr.

Aaron Rollins.

The registration rights agreement provides our Sponsor and Dr.

Aaron Rollins with certain demand registration rights, including shelf registration rights, in respect of any shares of our common stock held by it, subject to certain conditions.

In addition, in the event that we register additional shares of common stock for sale to the public, we will be required to give notice of such registration to our Sponsor and Dr.

Aaron Rollins, and, subject to certain limitations, include shares of common stock held by them in such registration.

The agreement includes customary indemnification provisions in favor of our Sponsor and Dr.

Aaron Rollins, any person who is or might be deemed a control person (within the meaning of the Securities Act and the Exchange Act) and related parties against certain losses and liabilities (including reasonable costs of investigation and legal expenses) arising out of or based upon any filing or other disclosure made by us under the securities laws relating to any such registration.

Indemnification of Officers and Directors

We are party to indemnification agreements with each of our officers and directors.

The indemnification agreements provide the officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law.

Additionally, we may enter into indemnification agreements with any new directors or officers that may be broader in scope than the specific indemnification provisions contained in Delaware law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers and directors pursuant to the foregoing agreements, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Limited Guarantee

In connection with the Third Amendment, the Company, SVB and our Sponsor (through certain affiliated entities) entered into the Limited Guarantee, pursuant to which our Sponsor agreed to provide a $10.0 million limited guaranty of the Company’s obligations under the Credit Agreement.

Policies and Procedures for Related Party Transactions

Our audit committee charter provides that the audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years, and in which a related person has or will have a direct or indirect material interest.

For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.

Our Board adopted a policy governing the review and approval of related party transactions by the audit committee.

Director Independence

Our Board has undertaken a review of the independence of each director.

Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that Caroline Chu, Thomas Aaron, Kenneth Higgins, Daniel Sollof and Adam Feinstein do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Rule 5605(a) of the Nasdaq listing standards.

In making determinations under Rule 5605(d) of the Nasdaq listing standards, our Board considered the current and prior relationships that each non-employee director has with our company, including the fact that Daniel Sollof and Adam Feinstein are affiliates of our Sponsor, which owns 50.1% of our common stock.

The information called for by Item 13 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.

Principal Accounting Fees and Services

SEC regulations and the Nasdaq listing standards require our audit committee to engage, retain, and supervise our independent registered public accounting firm.

Our audit committee annually reviews our independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance.

Grant Thornton LLP has served as our independent registered public accounting firm since 2018.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to the audit committee charter, the audit committee is responsible for the oversight of our accounting, reporting, and financial practices.

The audit committee has the responsibility to select, appoint, engage, oversee, retain, evaluate, and terminate our external auditors;

pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors;

and establish the fees and other compensation to be paid to our external auditors.

During 2024, the audit committee pre-approved all audit and permitted non-audit services provided by Grant Thornton LLP.

The following sets forth fees billed by Grant Thornton LLP for the audit of our annual financial statements and other services rendered for the fiscal years ended December 31, 2024 and December 31, 2023:

Fiscal year ended December 31,

Audit fees (1)

$ 509,370 $ 441,176

Audit-related fees

All other fees

$ 509,370 $ 472,786

(1) “ Audit fees ” include fees for professional services rendered for the audit of our consolidated financial statements, reviews of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Grant Thornton in connection with the financial statement audit.

(2) “ Tax fees ” include fees for tax compliance and advice.

The information called for by Item 14 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.

Exhibits, Financial Statement Schedules

28 unchanged sentences

10.4 Third Amendment to Credit Agreement, dated March 12, 2025

10-K 001-40973 10.3 3/14/2025

10.5 Limited Guarantee, dated March 12, 2025

10-K 001-40973 10.4 3/14/2025

10.6† Form of Management Services Agreement

4 unchanged sentences

10-Q 001-40973 10.6 12/03/21

10.9† Employment Agreement between the Company and Todd Magazine, dated December 29, 2022

8-K 001-40973 10.1 01/06/23

10.10† Transition Services Agreement between the Company and Todd Magazine, dated August 8, 2024

8-K 001-40973 10.1 08/09/24

10.9† Second Amended and Restated Employment Agreement between the Company and Dr.

5 unchanged sentences

8-K 001-40973 10.1 12/17/24

10.12† RSU Award Grant Notice and Award Agreement between Airsculpt Technologies, Inc.

and Yogesh Jashani

10-Q 001-40973 10.1 5/2/2025

10.13† PSU Award Grant Notice and Award Agreement between Airsculpt Technologies, Inc.

and Yogesh Jashani

10-Q 001-40973 10.2 5/2/2025

10.14 Employment Agreement between the Company and Michael Arthur, dated November 4, 2025

8-K 001-40973 10.1 11/7/2025

10.15† Form of AirSculpt Technologies, Inc.

17 unchanged sentences

19.1 Insider Trading Policy

10-K 001-40973 19.1 02/27/24

21.1 List of Subsidiaries

23 unchanged sentences

(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yogi Jashnani and Dennis Dean, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yogi Jashnani and Michael Arthur, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

3 unchanged sentences

Yogi Jashnani

/s/ Dennis Dean Chief Financial Officer (Principal Financial Officer) March 14, 2025

/s/ Philip Bodie Chief Accounting Officer

(Principal Accounting Officer) March 14, 2025

Aaron Rollins Executive Chairman of the Board March 14, 2025

Aaron Rollins

/s/ Michael Arthur Chief Financial Officer (Principal Financial and Accounting Officer) March 31, 2026

Michael Arthur

/s/ Michael Doyle Non-Executive Chairman of the Board March 31, 2026

Michael Doyle

/s/ Adam Feinstein Director March 31, 2026

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures