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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-06 · 64 added, 70 removed, 125 unchanged (52% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Control and Procedures

Our management, with the participation of our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of December 31, 2024.

Our management, with the participation of our chief executive officer, who is our principal executive officer, and chief financial officer, who is our principal financial and accounting officer, (collectively, our “principal officers”) evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of December 31, 2025.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level because of the existence of a material weakness as described below in Management’s Report on Internal Control over Financial Reporting.

Notwithstanding the material weakness in our internal control over financial reporting described below, management believes that the consolidated financial statements and related financial information included in this Annual Report fairly present in all material respects our financial condition, results of operations, and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States of America.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our principal officers concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Our management, including our principal officers, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on such assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

generally accepted accounting principles.

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our management, including our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on such assessment, management has concluded that our internal control over financial reporting was ineffective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Marcum LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.

Identified Material Weakness

The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by CBIZ CPAs P.C., an independent registered public accounting firm, as stated in its report which is included in the following pages of this Annual Report on Form 10-K.

Remediation of Previously Reported 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 our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management identified that as of December 31, 2024, the Company had ineffective design and operation of controls over program change management due to a lack of complete program and data change logs for certain financially relevant applications.

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q during 2025, management identified a material weakness in internal control over financial reporting related to ineffective design and operations of controls over program change management due to a lack of complete program and data change logs for certain financially relevant applications.

Automated process-level and manual controls that are dependent upon the information derived from such financially relevant systems were determined to be ineffective as a result of such deficiency.

The material weakness did not result in a material misstatement to the Company’s consolidated financial statements, however, the control deficiency described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

The Company concluded that the deficiency represents a material weakness in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as of December 31, 2024.

Management’s Plan to Remediate the Identified Material Weakness

The above-described material weakness has not been fully remediated as of the filing of this Annual Report on Form 10-K.

Since identifying the material weakness described above, management, with oversight from the Audit Committee, has began to implement enhanced policies, including changes to completely capture program and data change logs.

These controls and procedures are intended to address the identified material weakness and to enhance the Company’s overall internal control over financial reporting.

Specifically, the Company has configured its back-ups for its production environment to retain complete program and data change logs.

It also intends to implement automated tracking tools to ensure that all program and data changes are recorded and logged.

As management continues to evaluate and improve the Company’s internal control over financial reporting and disclosure controls and procedures, management may determine to take additional measures to improve controls and determine to modify the remediation plan described above.

The Company is working to remediate the material weakness as efficiently and effectively as possible, but the material weakness cannot be considered fully remediated until the updated policies and changes to the production environment have been in place and operated for a sufficient period of time to enable management to conclude, through testing, that these controls are designed and operating effectively.

Accordingly, management will continue to monitor and evaluate the effectiveness of our internal control over financial reporting in the activities affected by the material weakness described above.

The material weakness did not result in a material misstatement to our consolidated financial statements, however, the control deficiency described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Status of Remediation

Management, with oversight from the Audit Committee, has implemented remediation measures to address the above material weakness.

As previously disclosed, change activity logging was activated to ensure complete logging of all program and data changes from the impacted financially relevant systems.

Management completed testing of the design and operating effectiveness of the remediated controls and concluded that the previously identified material weakness has been remediated as of December 31, 2025.

As a result of these remediation efforts, management determined that the controls dependent on information derived from the impacted systems, including automated controls and system-generated reports used in financial reporting processes, are operating effectively as of December 31, 2025.

Changes in Internal Control Over Financial Reporting

Other than the material weakness and remediation plan discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the material weakness and remediation discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the period ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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Asure Software, Inc.

Adverse Opinion on Internal Control over Financial Reporting

We have audited Asure Software, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness described in the subsequent paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective

internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a control deficiency, or 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 Annual Report on Internal Control Over Financial Reporting”:

It was determined that as of December 31, 2024, the Company had ineffective design and operation of controls over program change management due to a lack of complete program and data change logs for certain financially relevant applications.

Automated process-level and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal December 31, 2024 consolidated financial statements, and this report does not affect our report dated March 6, 2025 on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2024 and 2023 and the related consolidated statements of comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024 and our report dated March 6, 2025 expressed an unqualified opinion on those financial statements.

Opinion on Internal Control over Financial Reporting

We have audited Asure Software, Inc.'s (the “Company”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet as of December 31, 2025 and the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows and the related notes (collectively referred to as the “financial statements”) for the year ended December 31, 2025 of the Company, and our report dated February 26, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB

and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

11 unchanged sentences

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 degree of compliance with the policies or procedures may deteriorate.

/s/ Marcum LLP

/s/ CBIZ CPAS P.C.

CBIZ CPAs P.C.

Los Angeles, California

March 6, 2025

February 26, 2026

OTHER INFORMATION

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and (b) the remaining RSUs will vest in equal monthly installments beginning on the first day of the calendar month after the Final Payment Date through and including January 1, 2029.

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended ).

The Company has been in discussions with a number of lenders regarding the entry of a credit facility.

Based on these discussions, (i) the size of the facility is expected to allow the Company to borrow between $20.0 million to $60.0 million;

(ii) the facility is expected to have a term of 48-60 months;

(iii) the facility is expected to be secured by all of the assets of the Company and its subsidiaries, and (iv) interest is expected to accrue on the outstanding balance of the loan at a rate of Term SOFR plus a range of 4.0% to 7.0%.

For this purpose, “Term SOFR” will mean the per annum rate equal to the 30-day forwarding looking Term SOFR, as published by the CME Group Benchmark Administration Limited.

The Company has agreed to negotiate exclusively with one lender until April 13, 2025.

The Company is in the very early stages of negotiating a credit agreement with this lender and no definitive agreements have been reached as to size of the facility, the interest rate to be charged, the financial and other covenants that the Company will bound to or other material terms of the credit agreement.

Accordingly, there can be no assurance about the timing or terms of the definitive credit agreement, that a definitive credit agreement will be entered into by the Company with the lender or its affiliates on the above terms or otherwise, or that any financing transaction will be consummated.

The Company assumes no obligation to comment on or disclose further developments regarding the facility unless and until a definitive agreement has been entered.

During the year ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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EXHIBIT NUMBER DESCRIPTION

Asset Purchase Agreement, among Evolution Payroll Processing LLC, USA Processing, Inc., Mary VanWyck-Fiannaca and Frank Fiannaca, dated as of September 30, 2021 (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

1-34522), filed October 6, 2021).

Restated Certificate of Incorporation (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q (File No.

Equity Purchase Agreement, dated July 1, 2025, by and among Pendulum Holding, Inc., the equityholders of Pendulum Holding, Inc., Lathem Time 2025, LLC (f/k/a Lathem Time Corporation), and Asure Software, Inc.

(Previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

1-34522), filed July 1, 2025.

Restated Certificate of Incorporation (Previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-34522), filed May 11, 2017).

Certificate of Amendment to Certificate of Incorporation (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

Certificate of Amendment to Certificate of Incorporation (Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-34522), filed June 2, 2020).

Third Amended and Restated Bylaws (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q (File No.

Third Amended and Restated Bylaws (Previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-34522), filed November 9, 2018).

Amendment to No.

1 to Third Amended and Restated Bylaws (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

1 to Third Amended and Restated Bylaws (Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-34522), filed April 6, 2020).

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1-34522), filed December 13, 2012).

Third Amended and Restated Rights Agreement, dated effective October 28, 2022 between Asure Software, Inc.

and American Stock Transfer & Trust Company (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

1-34522), filed June 3, 2022).

Fourth Amended and Restated Rights Agreement, dated effective October 28, 2025 between Asure Software, Inc.

and Equiniti Trust Company LLC (Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-34522), filed April 16, 2025).

Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.*

Stock Purchase Agreement dated September 25, 2009 with Patrick Goepel (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K/A (File No.

Stock Purchase Agreement dated September 25, 2009 with Patrick Goepel (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A (File No.

1-34522), filed September 28, 2009).

Amended and Restated Employment Agreement dated July 2, 2011 with Patrick Goepel (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K (File No.

Amended and Restated Employment Agreement dated July 2, 2011 with Patrick Goepel (Previously filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K (File No.

1-34522), filed March 30, 2012).

1 unchanged sentence

1-34522) for its Annual Meeting of Shareholders held on May 27, 2020).+

Form of Indemnification Agreement (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

Form of Indemnification Agreement (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-34522), filed December 21, 2017).

Executive Change in Control Severance Plan (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

Executive Change in Control Severance Plan (Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

1-34522), filed December 21, 2017).

2 unchanged sentences

Asure Software, Inc.

2018 Incentive Award Plan, as amended on May 29, 2019, May 27, 2020 and May 31, 2022 (Previously filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q (File No.

2018 Incentive Award Plan, as amended on May 29, 2019, May 27, 2020 , May 31, 2022 , and June 2 , 2025 (Previously filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-34522), filed May 11, 2020).+

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1-34522) filed February 26, 2024).

Form of 2024 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan (Previously filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No.

1-34522) filed February 26, 2024).

Sales Agreement, dated October 31, 2024, by and between Asure Software, Inc.

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1-34522) filed October 31, 2024).

Form of 2025 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan (Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-34522) Filed May 1, 2025 ).

Form of 2026 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan.*

Insider Trading Policy*

Credit, Security and Guaranty Agreement, dated as of April 10, 2025, by and among Asure Software, Inc., Asure Operations LLC, Asure Customer & IP Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management, LLC MidCap Financial Trust and the lenders from time to time party hereto (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-34522) filed April 10, 2025).†

Limited Consent, Amendment No.

1 and Joinder to Credit, Security and Guaranty Agreement, dated July 1, 2025, by and among Asure Software, Inc., Asure Operations LLC, Asure Customer & IP Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management, LLC, Lathem Time 2025, LLC, MidCap Financial Trust and the lenders from time to time party thereto (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-34522) filed July 1, 2025).†

Amendment No.

2 to the Credit, Security and Guaranty Agreement, dated July 31, 2025, by and among Asure Software, Inc., Asure Operations LLC, Asure Customer IP & Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management LLC, Lathem Time 2025 LLC, MidCap Financial Trust and the lenders from time to time party thereto.

(Previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

1-34522) filed July 31, 2025).†

Insider Trading Policy (Previously filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K (File No.

1-34522) filed July 31, 2025).

Subsidiaries of the Company*

Consent of CBIZ CPAs P.C.*

Consent of Marcum LLP*

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+ Indicates management contract or compensatory plan, contract or arrangement in which directors or executive officers participate.

† Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Rule S-K.

The Company undertakes to furnish supplementally a copy of all omitted schedules and attachments to the Securities and Exchange Commission upon its request.

* Filed herewith.

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ASURE SOFTWARE, INC.

March 6, 2025 By:

February 26, 2026 By:

/s/ PATRICK GOEPEL

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Signed Title Date

/s/ PATRICK GOEPEL Chief Executive Officer, Chairman of the Board of Directors March 6, 2025

/s/ PATRICK GOEPEL Chief Executive Officer, Chairman of the Board of Directors February 26, 2026

Patrick Goepel Principal Executive Officer

/s/ JOHN PENCE Chief Financial Officer March 6, 2025

/s/ JOHN PENCE Chief Financial Officer February 26, 2026

John Pence Principal Financial and Accounting Officer

/s/ DANIEL GILL Lead Independent Director March 6, 2025

/s/ BENJAMIN ALLEN Director March 6, 2025

/s/ DANIEL GILL Lead Independent Director February 26, 2026

/s/ BENJAMIN ALLEN Director February 26, 2026

Benjamin Allen

/s/ CARL DREW Director March 6, 2025

/s/ GRACE LEE Director March 6, 2025

/s/ BRADFORD OBERWAGER Director March 6, 2025

/s/ CARL DREW Director February 26, 2026

/s/ GRACE LEE Director February 26, 2026

/s/ BRADFORD OBERWAGER Director February 26, 2026

Bradford Oberwager

/s/ BJORN REYNOLDS Director March 6, 2025

/s/ BJORN REYNOLDS Director February 26, 2026

Bjorn Reynolds

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