What changed in this filing

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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-20 · 39 added, 41 removed, 202 unchanged (28% of the section changed)

9 unchanged sentences

This Annual Report on Form 10-K does not include an auditor attestation of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act because of our status as an “emerging growth company.”

Remediation of Previously Identified Material Weaknesses

As of December 31, 2023, we had material weaknesses in our internal controls over financial reporting due to the inadequate controls in our implementation, use and monitoring of certain application systems that we implemented in 2023, which resulted in inadequate review of certain transactions.

During the year ended December 31, 2024, our management implemented the following controls to remediate those material weaknesses:

• Enhanced our controls over the use of application systems that we implemented in 2023 by removing inappropriate level of access of our employees, periodically reviewing their access, documenting our review of their access, and ensuring that no one from the accounting and finance department could add or modify users in those application systems;

• Enhanced our controls over the recording of transactions entered into our accounting system by ensuring that they were properly reviewed and approved by the appropriate level of personnel;

• Engaged external specialists who assisted us in enhancing, designing, reviewing, testing and monitoring our internal controls on a periodic basis.

As a result of the implementation and enhancement of the internal controls described above, management determined that our material weaknesses had been remediated and our internal control over financial reporting was effective as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

Except for the enhancement of our internal controls described above to remediate the previously identified material weaknesses, we have not identified changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Index to Consolidated Financial Statements

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

10 unchanged sentences

Rule 10b5-1 Trading Plans

During our last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Departure of Directors or Certain Officers.

On March 17, 2025, Jonathan Bornstein, President of Amprius Lab, informed us of his plans to retire, following 12 years of dedicated service at the Company.

His last day with the Company will be April 4, 2025.

Aaron Bakke, who currently serves as Vice President of Operations, has been promoted as General Manager of US Operations effective April 4, 2025.

Bakke, age 47, joined the Company in September 2019.

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

Index to Consolidated Financial Statements

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

We believe that our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

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

A copy of our insider trading policy is incorporated by reference in this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.

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

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

60 unchanged sentences

001-41314 10.4 September 16, 2022

10.5# Amended and Restated Confirmatory Employment Letter with Jonathan Bornstein

10.5# Amended and Restated Confirmatory Employment Letter with Dr.

Constantin Ionel Stefan

Form S-1 File No.

5 unchanged sentences

Date Filed Herewith

10.6# Amended and Restated Confirmatory Employment Letter with Dr.

Constantin Ionel Stefan

Form S-1 File No.

333-267683 10.11 September 30, 2022

10.6# Amprius Technologies, Inc.

7 unchanged sentences

10.8# Amprius Technologies, Inc.

Outside Director Compensation Policy

Form 8-K File No.

001-41314 10.9 September 16, 2022

Outside Director Compensation Policy, as amended on May 6, 2025

Form 10-Q File No.

001-41314 10.1 August 7, 2025

10.9# Amprius Technologies, Inc.

28 unchanged sentences

001-41314 10.1 April 19, 2023

L ease Termination Agreement, dated January 30, 2026, between the Company and Starboard Platform Brighton JV, LLC

Form of PIPE Subscription Agreement

1 unchanged sentence

001-41314 10.1 September 7, 2022

10.19 Tender and Support Agreement, dated June 24, 2024, by and among the Company, Justin Mirro and Kensington Capital Partners, LLC

Form S-4 File No.

333-280445 10.19 July 3, 2024

Amprius, Inc.

6 unchanged sentences

001-41314 10.2 October 23, 2024

Lock-Up Agreement, dated as of October 23, 2024, by and among Amprius Technologies, Inc.

and the other parties thereto

Form 8-K File No.

001-41314 10.3 October 23, 2024

Offer Letter Agreement for Thomas M Stepien , dated April 21, 2025

Form 10-Q File No.

001-41314 10.1 May 8, 2025

Offer Letter Agreement for Ricardo C.

Rodriguez, dated September 24, 2025

Form 10-Q File No.

001-41314 10.1 November 6, 2025

Consulting Agreement for Sandra Wallach, dated October 6, 2025

Form 10-Q File No.

001-41314 10.2 November 6, 2025

Amended and Restated Employment Letter Agreement with Dr.

Kang Sun, dated January 1, 2026

16.1 Letter from Marcum LLP to the Securities and Exchange Commission, dated September 16, 2022

4 unchanged sentences

001-41314 16.2 September 16, 2022

19.1 A mprius Techn o logies , Inc.

19.1 Amprius Technologies, Inc.

Insider Trading Policy

Form 10-K File No.

001-41314 19.1 March 20, 2025

21.1 List of Significant Subsidiaries

1 unchanged sentence

24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K)

31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Index to Consolidated Financial Statements

3 unchanged sentences

Date Filed Herewith

31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

22 unchanged sentences

March 6, 2026

/s/ Thomas M.

Chief Executive Officer

POWER OF ATTORNEY

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

Kang Sun and Sandra Wallach, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

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

Stepien and Ricardo C.

Rodriguez, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

Kang Sun Chief Executive Officer and Director March 20, 2025

/s/ Thomas M.

Chief Executive Officer and Director March 6, 2026

(Principal Executive Officer)

/s/ Sandra Wallach Chief Financial Officer March 20, 2025

Sandra Wallach

/s/ Ricardo C.

Rodriguez Chief Financial Officer March 6, 2026

(Principal Financial and Accounting Officer)

1 unchanged sentence

Dixon Director March 6, 2026

/s/ Kathleen Ann Bayless Director March 20, 2025

Kathleen Ann Bayless

/s/ Kathleen Bayless

Director March 6, 2026

Kathleen Bayless

Steven Chu Director March 6, 2026

2 unchanged sentences

Livingston Satterthwaite

Kang Sun Director March 6, 2026

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