What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 36 added, 14 removed, 185 unchanged (21% of the section changed)

7 unchanged sentences

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, excludes the internal controls of MANTL, which was acquired on March 17, 2025.

The acquired business represented approximately 6% of our total assets, excluding goodwill and intangible assets, as of December 31, 2025 and approximately 8% of our revenues for the year ended December 31, 2025.

Management is in the process of integrating and standardizing processes for MANTL to conform to the Company’s control framework.

Our internal control over financial reporting includes those policies and procedures that:

14 unchanged sentences

Rule 10b5-1 Trading Plans

On November 8, 2024 , Brian Smith , our Chairperson of our board of directors , and S3 Ventures Fund III, L.P., adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Smith is the managing director of S3 Ventures III, L.L.C., which is the General Partner of S3 Ventures GPLP III, L.P., which is the general partner of S3 Ventures Fund III, L.P.

Subject to certain conditions, the trading plan provides for the sale of up to 3,276,000 shares of our common stock through February 27, 2026 for a duration of 476 days.

On November 4, 2025 , Alex Shootman , our Chief Executive Officer , terminated a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense in Rule 10b5-1(c) and originally adopted on August 19, 2024, for the sale of up to 450,000 shares of the Company’s common stock through March 5, 2026, for a duration of 564 days .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

3 unchanged sentences

We have adopted an insider trading compliance policy that governs the purchase, sale, and other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards of the Nasdaq Global Select Market.

A copy of our insider trading compliance policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

A copy of our insider trading compliance policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.

We have adopted a written code of business conduct and ethics (the “Code”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions, and agents and representatives.

The full text of our Code is posted on our website at https://investors.alkami.com/documents-and-charters.

Any waiver of our Code for our directors or executive officers may be made only by the Board.

Waivers of our Code for other employees or consultants may be made only by the Company’s Chief Legal Officer and will be reported to the Company’s Audit Committee.

We will disclose any future amendments to certain provisions of our Code, or waivers of such provisions applicable to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and agents and representatives, on our website identified above.

Executive Compensation.

6 unchanged sentences

The information required by this Item 14 will be set forth in the Proxy Statement and is incorporated herein by reference.

Exhibit and Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

Financial Statements.

15 unchanged sentences

001-40321 8-K 2.1 3/28/2022

2.3* Agreement and Plan of Merger, dated February 27, 2025, by and among Alkami Technology, Inc., MCW MergerSub, Inc., and Fin Technologies, Inc.

001-40321 8-K 2.1 2/27/2025

3.1 Amended and Restated Certificate of Incorporation of Alkami Technology, Inc.

9 unchanged sentences

001-40321 10-K 4.10 2/25/2022

4.4 Indenture, dated as of March 13, 2025, between Alkami Technology, Inc.

Bank Trust Company, National Association, as trustee

001-40321 8-K 4.1 3/13/2025

4.5 Form of certificate representing the 1.50% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1)

001-40321 8-K 4.1 3/13/2025

10.1 Amended and Restated Office Lease by and between Granite Park III, Ltd and Alkami Technology, Inc., dated as of September 6, 2017.

46 unchanged sentences

10.21# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc.

and Bryan Hill.

333-254108 S-1/A 10.23 4/5/2021

10.22# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc.

and Douglas A.

18 unchanged sentences

001-40321 8-K 10.1 2/27/2025

10.30 Form of Capped Call Confirmation

001-40321 8-K 10.1 3/13/2025

10.31# Alkami Technology, Inc.

2025 Non-Employee Director Compensation Program

001-40321 10-K 10.31 2/28/2025

10.32# Consulting Agreement, dated April 29, 2025

001-40321 8-K 10.1 4/30/2025

10.33# Employment Agreement, effective November 1, 2025, by and between Alkami Technology Inc.

and Cassandra Hudson

001-40321 8-K 10.1 10/30/2025

19.1 Alkami Technology, Inc.

Insider Trading Compliance Policy

001-40321 10-K 19.1 2/28/2025

21.1 List of Subsidiaries of the Registrant

17 unchanged sentences

The Company will supplementally furnish copies of omitted schedules and exhibits to the SEC or its staff upon its request.

Certain confidential portions of this Exhibit, marked by brackets and asterisks ([***]), have been omitted because the confidential omitted information is both (i) not material and (ii) information that the registrant customarily and actually treats as private or confidential.

Certain confidential portions of this Exhibit, marked by brackets and asterisks

([***]), have been omitted because the confidential omitted information is both (i) not material and (ii) information that the registrant customarily and actually treats as private or confidential.

# Indicates a management contract or compensatory plan.

9 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W.

Bryan Hill and Doug Linebarger, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully 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 Cassandra Hudson and Doug Linebarger, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

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

3 unchanged sentences

Alex Shootman

Bryan Hill Chief Financial Officer

/s/ Cassandra Hudson Chief Financial Officer

(Principal Financial Officer) February 26, 2026

Cassandra Hudson

/s/ Prerna Sachdeva Chief Accounting Officer

3 unchanged sentences

Alvarez Director February 26, 2026

/s/ Todd Clark Director February 28, 2025

/s/ Charles Kane Director February 26, 2026

1 unchanged sentence

Steven Mitchell

/s/ Gary Nelson Director February 28, 2025

/s/ Susanna Morgan Director February 26, 2026

Susanna Morgan

/s/ Raphael Osnoss Director February 26, 2026

Raphael Osnoss

/s/ Joseph Payne Director February 26, 2026

/s/ Barbara Yastine Director February 26, 2026

1 unchanged sentence

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