Airsculpt Technologies, Inc. 10-K

Item 9A. Controls and Procedures Management’s Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure. 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 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. GAAP. Management’s Report on Internal Control over Financial Reporting 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. GAAP. 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. 90 Table of Contents 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. GAAP. 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. 91 Table of Contents Changes in Internal Controls Over Financial Reporting 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 Our management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of controls. For these reasons, 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. Item 9B. Other Information 2025 Annual Meeting of Stockholders The Company currently anticipates that it will hold its virtual 2026 Annual Meeting of Stockholders on May 4, 2026. Rule 10b5-1 Trading Arrangements During the quarter ended December 31, 2025, none of our directors or officers have adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 92 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance 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. Item 11. Executive Compensation The information called for by Item 11 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information called for by Item 12 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10. Item 13. Certain Relationships and Related Transactions, and Director Independence The information called for by Item 13 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10. Item 14. Principal Accounting Fees and Services The information called for by Item 14 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10. 93 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) Financial Statements, Financial Statement Schedules and Exhibits (1) Financial Statements; Our Consolidated Financial Statements and Notes thereto are set forth starting on page 86 of this Annual Report on Form 10-K. (2) Financial Statement Schedules; All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, starting on page 86 of this Annual Report on Form 10-K. (3) Exhibits: The exhibits listed below are filed as part of or incorporated by reference into this Annual Report on Form 10-K. Incorporated by Reference Exhibit Description Schedule/Form File Number Exhibit File Date 3.1 Amended and Restated Articles of Incorporation 10-Q 001-40973 3.1 05/02/25 3.2 Amended and Restated Bylaws 10-Q 001-40973 3.2 12/03/21 4.1 Specimen Common Stock Certificate evidencing the shares of Common Stock S-1/A 333-260067 4.1 10/28/21 4.2 Registration Rights Agreement by and between the Company and the Sponsor, dated November 2, 2021 10-Q 001-40973 10.15 12/03/21 4.3 Stockholders Agreement by and between the Company, VSCP EBS Aggregator, LP, Dr. Aaron Rollins, and JCBI II LLC, dated November 2, 2021, as amended on July 30, 2024 10-Q 001-40973 10.1 11/08/24 4.4 Description of Registrant’s Securities 10-K 001-40973 4.4 03/11/22 10.1 Form of Indemnification Agreement by and between the Company and each of its directors and officers 10-Q 001-40973 10.1 12/03/21 10.2 Credit Agreement dated as of November 7, 2022, among AirSculpt Technologies, Inc., as Holdings, EBS Intermediate Parent LLC, as Intermediate Holdings, EBS Enterprises LLC, as the Borrower, the several lenders from time to time party hereto, and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender 8-K 001-40973 10.1 11/09/22 10.3 Second Amendment to Credit Agreement, dated September 13, 2024 8-K 001-40973 10.1 09/13/24 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 10-Q 001-40973 10.3 12/03/21 10.7† Form of Continuity Agreement 10-Q 001-40973 10.4 12/03/21 10.8† 2021 Equity Incentive Plan 10-Q 001-40973 10.6 12/03/21 10.9† Second Amended and Restated Employment Agreement between the Company and Dr. Rollins, dated January 3, 2023 8-K 001-40973 10.3 01/06/23 10.10† Amended and Restated Employment Agreement between EBS Enterprises, LLC and Dennis Dean 10-Q 001-40973 10.1 12/03/21 94 Table of Contents 10.11† Employment Agreement between the Company and Yogesh Jashnani, dated December 6, 2024 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. RSU Award Grant Notice and Award Agreement (IPO Grants) 10-Q 001-40973 10.1 12/03/21 10.16† Form of AirSculpt Technologies, Inc. PSU Award Grant Notice and Award Agreement (IPO Grants) 10-Q 001-40973 10.2 12/03/21 10.17† Form of AirSculpt Technologies, Inc. 2021 RSU Award Grant Notice and Award Agreement 10-Q 001-40973 10.12 12/03/21 10.18† Employee Covenants Agreement, dated as of October 2, 2018, by and between EBS Enterprises, LLC and Dr. Aaron Rollins 10-Q 001-40973 10.13 12/03/21 10.19† First Amendment to Employee Covenants Agreement, dated as of October 5, 2021, by and between EBS Enterprises, LLC and Dr. Aaron Rollins 10-Q 001-40973 10.14 12/03/21 10.20† Form of AirSculpt Technologies, Inc. 2022 PSU Award Grant Notice and Award Agreement 8-K 001-40973 10.1 03/03/21 19.1 Insider Trading Policy 10-K 001-40973 19.1 02/27/24 21.1 List of Subsidiaries S-1/A 333-260067 21.1 10/28/21 23.1 Consent of Grant Thornton LLP 24.1 Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K) 31.1 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1 Certification of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 97 Compensation Clawback Policy, effective as of October 2, 2023 10-K 001-40973 97 02/27/24 101.INS Inline XBRL Instance (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation 101.LAB Inline XBRL Taxonomy Extension Labels 95 Table of Contents 101.PRE Inline XBRL Taxonomy Extension Presentation 101.DEF Inline XBRL Taxonomy Extension Definition 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate. Item 16. Form 10-K Summary None. 96 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AIRSCULPT TECHNOLOGIES, INC. Date: March 31, 2026 By: /s/ Yogi Jashnani Yogi Jashnani Chief Executive Officer (Principal Executive Officer) 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. SIGNATURES TITLE DATE /s/ Yogi Jashnani Chief Executive Officer, Director (Principal Executive Officer) March 31, 2026 Yogi Jashnani /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 Adam Feinstein /s/ Daniel Sollof Director March 31, 2026 Daniel Sollof /s/ Caroline Chu Director March 31, 2026 Caroline Chu /s/ Thomas Aaron Director March 31, 2026 Thomas Aaron /s/ Kenneth Higgins Director March 31, 2026 Kenneth Higgins 97