AvePoint, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer (in his capacity as “ Principal Executive Officer ”) and our Chief Financial Officer (in his capacity as “ Principal Financial and Accounting Officer ”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Annual Report. Based upon that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our system of internal control was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with GAAP. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “ COSO framework ”). Based on management’s assessment, our Principal Executive Officer and Principal Financial and Accounting Officer 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. GAAP. Our independent registered public accounting firm, Deloitte & Touch LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 9A in this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 93 Table of Contents PART II Items 9A Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of AvePoint, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of AvePoint, Inc. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 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 Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), consolidated financial statements as of and 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 The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's 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 generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, 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. /s/ Deloitte & Touche LLP New York, New York February 26, 2026 94 Table of Contents PART II Items 9B, 9C ITEM 9B. OTHER INFORMATION During the quarter ended December 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III Items 10, 11, 12, 13, 14 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE A list of our executive officers and biographical information appears in Part I, Item 1 of this Annual Report. All other information required by this item is hereby incorporated by reference to the sections of our Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders (the “ Proxy Statement ”) within 120 days after the end of fiscal year ended December 31, 2025 under the captions "Information About Nominees and Continuing Directors," "Board Committees," and "Delinquent Section 16 (a) Reports". We have adopted the AvePoint, Inc. Code of Ethics and Business Conduct (the “ Code ”), a code of ethics that applies to our directors, officers, and employees (including our Principal Executive Officer and Principal Financial and Accounting Officer) and is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC. We have also adopted the AvePoint, Inc. Insider Trading Policy (the “ Insider Trading Policy ”) governing the purchase, sale and other dispositions of our securities by our directors, executive officers, and employees. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. The Code and the Insider Trading Policy are publicly available on our Investor Relations website at https://ir.avepoint.com/. Information contained on or accessible through this website is not a part of this Annual Report, and the inclusion of such website address in this Annual Report is an inactive textual reference only. If we make any substantive amendments to the Code, or grant any waiver, including any implicit waiver, from a provision of the Code, that apply to our principal executive officer, principal financial officer, principal accounting officer or controller or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such amendment or waiver by posting such information on our website set forth above rather than by filing a Current Report on Form 8 -K. The additional information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Corporate Governance” and “Named Executive Officers.” ITEM 11. EXECUTIVE COMPENSATION The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Elements of Executive Compensation” and “Non-Employee Director Compensation.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Security Ownership.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is hereby incorporated by reference to the sections of the Proxy Statement under the captions “Transactions with Related Persons” and “Board Leadership Structure.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is hereby incorporated by reference to the section of the Proxy Statement under the caption “Independent Registered Public Accounting Firm.” 95 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES a. Financial Statements and Schedules Our consolidated financial statements can be found in Part II, Item 8 of this Annual Report. Financial statement schedules have been omitted because they are not required, not applicable, or the required information is included in the consolidated financial statements or notes thereto. b. Exhibits The following documents are filed as part of, furnished with, or incorporated by reference into, this Annual Report, in each case as indicated therein. Exhibit Index Incorporated by Reference Exhibit Number Description Schedule/ Form File No. Exhibit Filing Date Filed Herewith 3.1 Third Amended and Restated Certificate of Incorporation of AvePoint, Inc. Form 8-K 001-39048 3.1 May 9, 2024 3.2 Amended and Restated Bylaws of AvePoint, Inc. Form 10-K 001-39048 3.2 March 31, 2023 4.1 Specimen Common Stock Certificate. Form S-4/A 333-252712 4.4 May 20, 2021 4.2 Description of Capital Stock. X 10.1† Form of Indemnification Agreement. Form S-4 333-252712 10.29 May 20, 2021 10.2† AvePoint 2016 Equity Incentive Plan. Form S-4 333-252712 10.15 February 4, 2021 10.3† Form of Stock Option Grant Notice under AvePoint 2016 Equity Incentive Plan. Form S-4 333-252712 10.16 February 4, 2021 10.4† Form of Stock Option Agreement under 2016 Equity Incentive Plan. Form S-4 333-252712 10.17 February 4, 2021 10.5† AvePoint 2021 Equity Incentive Plan. Form S-4 333-252712 10.18 February 4, 2021 10.6† Form of Stock Option Grant Package under AvePoint 2021 Equity Incentive Plan. Form 8-K 001-39048 10.13 July 7, 2021 10.7† Form of RSU Grant Package under AvePoint 2021 Equity Incentive Plan. Form 8-K 001-39048 10.14 July 7, 2021 10.8† Form of PSU Grant Package under AvePoint. Form S-8 333-286910 99.4 May 1, 2025 10.9† AvePoint 2021 Employee Stock Purchase Plan. Form S-4 333-252712 10.19 February 4, 2021 10.10† Employment Agreement, dated January 1, 2021, by and between AvePoint and Xunkai Gong. Form S-4 333-252712 10.21 February 4, 2021 10.11† Employment Agreement, dated January 1, 2021, by and between AvePoint and Tianyi Jiang. Form S-4 333-252712 10.22 February 4, 2021 10.12† Employment Agreement, dated January 1, 2021, by and between AvePoint and Brian Brown . Form S-4 333-252712 10.23 February 4, 2021 10.13† Employment Agreement, dated February 25, 2025, by and between AvePoint and James Caci. Form 10-K 001-39048 10.13 February 28, 2025 96 Table of Contents 10.14 2022 Performance-Based Annual Incentive Plan . Form 10-K 001-39048 10.29 March 31, 2023 10.15 Loan and Security Agreement, dated November 3, 2023, by and between AvePoint, Inc. and HSBC Bank USA, National Association . Form 8-K 001-39048 10.1 November 6, 2023 10.16 Pledge Agreement, dated November 3, 2023, by and between AvePoint, Inc. and HSBC Bank USA, National Association . Form 8-K 001-39048 10.2 November 6, 2023 10.17 Revolving Note, dated November 3, 2023, by and between AvePoint, Inc. and HSBC Bank USA, National Association . Form 8-K 001-39048 10.3 November 6, 2023 19.1 Insider Trading Policy. X 21.1 List of Subsidiaries. X 23.1 Consent of Deloitte and Touche LLP, independent registered public accounting firm. X 24.1 Power of Attorney (included in the signature page hereto). 31.1 Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Compensation Recovery Policy Form 10-K 001-39048 97.1 February 29, 2024 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101). X ** Furnished herewith. Any exhibit furnished herewith (including the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto) are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. + Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. † Indicates a management contract or compensatory plan, contract or arrangement. ^ Certain portions of this Exhibit will be omitted because they are not material and would likely cause competitive harm to us if disclosed. 97 Table of Contents ITEM 16. FORM 10-K SUMMARY None. 98 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. AVEPOINT, INC. Date: February 26, 2026 /s/ Tianyi Jiang Name: Tianyi Jiang Title: Chief Executive Officer (Principal Executive Officer) Date: February 26, 2026 /s/ James Caci Name: James Caci Title: Chief Financial Officer (Principal Financial and Accounting Officer) 99 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Tianyi Jiang and Brian Michael Brown, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to do any and all acts and things and to execute in his or her name (whether on behalf of AvePoint, Inc. (the “ Company ”) or as an officer or director of the Company, or otherwise) any and all instruments and 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 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 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 attorneys-in-fact and agents, or any of them, or his or her substitute or 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 Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Xunkai Gong Executive Chairman and Director February 26, 2026 Xunkai Gong /s/ Tianyi Jiang Chief Executive Officer and Director February 26, 2026 Tianyi Jiang ( Principal Executive Officer ) /s/ James Caci Chief Financial Officer February 26, 2026 James Caci ( Principal Financial and Accounting Officer ) /s/ Brian Michael Brown Chief Legal and Compliance February 26, 2026 Brian Michael Brown Officer, Secretary, and Director /s/ Janet Schijns Director February 26, 2026 Janet Schijns /s/ Jeff Teper Director February 26, 2026 Jeff Teper /s/ John Ho Director February 26, 2026 John Ho /s/ Jeff Epstein Director February 26, 2026 Jeff Epstein 100