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Item 9A. Controls and Procedures

2026-05-27 compared with 2025-05-21 · 65 added, 14 removed, 126 unchanged (39% of the section changed)

5 unchanged sentences

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of March 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

In making this evaluation, our management considered the material weakness in our internal control over financial reporting described below.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, 2026, due to the material weakness in our internal control over financial reporting.

Material Weakness

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 the annual or interim financial statements will not be prevented or detected on a timely basis.

During the fourth quarter of fiscal 2025, in connection with the preparation of our financial statements for this Annual Report on Form 10-K, management identified the following material weakness:

We did not maintain effective internal controls over preparation and review of the initial purchase accounting and the continuing fair value accounting associated with the Comtrafo Acquisition to ensure the accurate and timely reporting of our financial results related to this acquisition.

Specifically, errors went undetected in amounts initially recorded to the opening balance sheet due to controls not operating at the appropriate level of precision during management's review process which could have led to a reasonable possibility of material misstatement to account balances or disclosures.

Notwithstanding the material weakness, we believe that our financial statements contained in this Annual Report on Form 10-K fairly present our financial position, results of operations and cash flows for the periods covered by this report in all material respects.

Our management, with the oversight of our audit committee, has initiated steps and plans to take additional measures to remediate the underlying causes of the material weakness, which we currently believe will be primarily through the development and implementation of new levels of precision of management review controls around business acquisitions.

Management’s Report on Internal Control over Financial Reporting

5 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of our internal control over financial reporting as of March 31, 2026 based on the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control – Integrated Framework (2013 Edition).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2025.

Our evaluation excluded the acquisition of Megatran Industries, Inc.

(referred to as the “NWL acquisition”), which was acquired on August 1, 2024.

Our Consolidated Statement of Operations for the year ended March 31, 2025 included revenue of approximately $50.5 million and our Consolidated Balance Sheet as of March 31, 2025 included total assets of approximately $85.4 million attributable to the NWL acquisition.

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2026, due to the material weakness described above.

Our evaluation excluded the acquisition of Comtrafo Indústria de Transformadores Elétricos S.A.

(referred to as “Comtrafo”), which was acquired on December 5, 2025.

Our Consolidated Statement of Operations for the year ended March 31, 2026, included net loss of approximately $3.2 million and our Consolidated Balance Sheet as of March 31, 2026, included total assets of approximately $249.5 million attributable to the Comtrafo acquisition.

In accordance with guidance issued by the Securities and Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year subsequent to the acquisition while integrating the acquired operations.

1 unchanged sentence

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal year ended March 31, 2026, we completed the process of incorporating the internal controls of NWL into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such act to include the NWL Acquisition.

Other than the foregoing, there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

2 unchanged sentences

We have audited American Superconductor Corporation's (the Company) internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated May 27, 2026, expressed an unqualified opinion.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Megatran Industries, Inc.

and its wholly-owned subsidiaries (Megatran) from its assessment of internal control over financial reporting as of March 31, 2025, because it was acquired by the Company in the second quarter of 2024 and has not yet been fully incorporated into the Company’s internal controls over financial reporting.

We have also excluded Megatran from our audit of internal control over financial reporting as of March 31, 2025.

Megatran is a wholly owned subsidiary whose total assets and revenues represent approximately 28% and 23%, respectively, of the related consolidated financial statement amounts as of and for the year ended March 31, 2025.

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 the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment.

The Company did not maintain effective internal controls over the preparation and review of the initial purchase accounting and the continuing fair value accounting associated with the Comtrafo Indústria de Transformadores Elétricos S.A.

("Comtrafo") acquisition to ensure the accurate and timely reporting of the Company’s financial results related to this acquisition due to controls over the acquisition not operating at the appropriate level of precision.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2025 financial statements, and this report does not affect our report dated May 27, 2026, on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Comtrafo from its assessment of internal control over financial reporting as of March 31, 2026, because it was acquired by the Company in a business combination in fiscal 2025.

We have also excluded Comtrafo from our audit of internal control over financial reporting as of March 31, 2026.

Comtrafo is a wholly owned subsidiary which contributed a loss of $3.2 million to the consolidated statement of operations for the year-ended March 31, 2026 and $249.5 million of total assets attributable to the consolidated balance sheet as of March 31, 2026.

Basis for Opinion

18 unchanged sentences

OTHER INFORMATION

(b) During the three months ended March 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

(b) During the three months ended March 31, 2026 , no director or officer of the Company adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non Rule 10b5 - 1 trading arrangement," as each term is defined in Item 408 (a) of Regulation S-K, except for the following:

On February 26, 2026 , Daniel P.

McGahn , Chairman, President, and Chief Executive Officer modified an existing Rule 10b5 - 1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) under the Exchange Act.

As modified, the trading plan covers up to 241,282 shares of the Company's common stock and remains in effect until the earlier of (i) August 14, 2026 , or (ii) the date on which all shares under the arrangement are sold.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

18 unchanged sentences

Consolidated Statements of Operations for the fiscal years ended March 31, 2026, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the fiscal years ended March 31, 2025 and 2024

Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended March 31, 2026, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 31, 2026, 2025 and 2024

2 unchanged sentences

Financial Statement Schedules

All schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.

See "Schedule II —Valuation and Qualifying Accounts” for the fiscal years ended March 31, 2026, 2025 and 2024.

All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto.

Exhibits Required by Item 601 of Regulation S-K under the Exchange Act.

1 unchanged sentence

The list of Exhibits filed as a part of this Annual Report on Form 10-K is set forth on the Exhibit Index immediately following Item 16, “Form 10-K Summary ” , and is incorporated herein by reference.

American Superconductor Corporation

Schedule II — Valuation and Qualifying Accounts

(In thousands)

Balance, Beginning of Year

Recoveries and Other Adjustments

Balance, End of Year

Allowance for doubtful accounts receivable:

Fiscal year ended March 31, 2026

Fiscal year ended March 31, 2025

Fiscal year ended March 31, 2024

Balance, Beginning of Year

Recoveries and Other Adjustments

Balance, End of Year

Deferred tax asset valuation allowance:

Fiscal year ended March 31, 2026

Fiscal year ended March 31, 2025

Fiscal year ended March 31, 2024

FORM 10-K SUMMARY

14 unchanged sentences

Form of Option Agreement Under 2022 Stock Incentive Plan.

Fiscal 2025 Executive Incentive Plan

Form of Employee Nondisclosure and Developments Agreement.

6 unchanged sentences

Fiscal 2024 Executive Incentive Plan.

Stock Exchange Agreement, dated December 5, 2025, by and among AMSC Brazil, the Stockholders, Comtrafo, Irineu Minato, an individual, solely in his capacity as the stockholder representative, the Stockholder Group Members and American Superconductor Corporation, solely for purposes of Section 1.1(a), Article IV, Section 5.5 and Section 5.7.

Public Deed of Purchase and Sale of Real Estate Property, dated December 5, 2025, by and among Irineu Minato, Karime Passos Prestes and Comtrafo Indústria de Transformadores Elétricos S.A, relating to real property located at Parque Industrial, in the City of Cornélio Procópio, State of Paraná, with land area of 8,527.80 sq.ms and built-up area of 5,177.48 sq.ms.

Public Deed of Purchase and Sale of Real Estate Property, dated December 5, 2025, by and between Visão Participações Ltda.

and Comtrafo Indústria de Transformadores Elétricos S.A., relating to property located at Parque Industrial I, Lot No.

S/5 of Block No.

406, located in Parque Industrial I, in the city of Cornélio Procópio, State of Paraná, with land area of 1,401.80 sq.ms.

Public Deed of Purchase and Sale of Real Estate Property, dated December 5, 2025, by and between Visão Participações Ltda.

and Comtrafo Indústria de Transformadores Elétricos S.A., relating to real property located at Rodovia BR-369 - KM 95 - Ourinhos, in the City of Londrina, State of Paraná, with land area of 355,799.15 sq.ms.

Public Deed of Purchase and Sale of Real Estate Property, dated December 5, 2025, by and between Visão Participações Ltda.

and Comtrafo Indústria de Transformadores Elétricos S.A,, relating to real property located at Parque Industrial Domingos Soares Filho, in the City of Cornélio Procópio, State of Paraná, with land area of 47,335.20 sq.ms.

Amendment No.

1 to Stock Exchange Agreement

Insider Trading Policy

17 unchanged sentences

Filed herewith.

Portions of the exhibit, marked by ***, have been omitted because the omitted information (i) is not material and (ii) is treated as confidential by the Company.

The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K.

The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

Furnished herewith.

11 unchanged sentences

Lead Independent Director of the Board

/S/ Terence R.

/S/ Margaret D.

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