What changed in this filing

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Item 1A. Risk Factors

2026-03-12 compared with 2025-03-27 · 47 added, 32 removed, 351 unchanged (18% of the section changed)

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We describe certain of these risks and uncertainties in this section, although we may be adversely affected by other risks or uncertainties that are not presently known to us, that we have failed to appreciate, or that we currently consider immaterial.

Although risks are organized by headings and each risk is discussed separately, many are interrelated.

Disclosures of risks should not be interpreted to imply that the risks have not already materialized.

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In addition, our future success will largely depend on the successful introduction and sale of additional products to our BKR Series product line, including additional multiband products, which we may be unable to successfully complete in a timely manner.

Even if we successfully develop and launch additional products to the BKR Series product line, or any other new products, the development of which is a complex and requires innovation and investment, such products may not achieve market acceptance, which could have a material adverse effect on us.

Even if we successfully develop and launch additional products to the BKR Series product line, such as our Solutions product group or any other new products, the development of which is a complex and requires innovation and investment, such products may not achieve market acceptance, which could have a material adverse effect on us.

We are engaged in a highly competitive industry.

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If we are unable to manage and integrate our expanding operations effectively, our business, results of operations and financial condition could be materially and adversely affected.

Additionally, our ability to attract customers and increase revenue from our products and services depends in part on our ability to enhance and improve such products and services and to introduce new features and technologies, including our planned expansion of the SaaS business unit and new BKR series products.

The success of new products, technologies, enhancements and developments depends on several factors, including, but not limited to our anticipation of market changes and demands for product features, adequate quality testing, sufficient customer demand, cost effectiveness in our product development efforts and the proliferation of new technologies that are able to deliver competitive products and services at lower prices, more efficiently, more conveniently or more securely.

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Any acquisitions of businesses and their respective assets also involve the risks that the businesses and assets acquired may prove to be less valuable than we expect, and we may assume unknown or unexpected liabilities, costs and problems.

We also face risks related to our BKRplay branded smartphone application.

We rely on third parties maintaining open marketplaces, including the Apple App Store and Google Play, to make BKRplay branded smartphone application available for download.

We also face risks related to our InteropONE branded smartphone application.

We rely on third parties maintaining open marketplaces, including the Apple App Store and Google Play, to make our InteropONE branded smartphone application available for download.

We cannot assure you that the marketplaces through which we distribute our mobile application will maintain their current structures or that such marketplaces will not charge us fees to list our application for download.

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We face a number of risks related to challenging economic conditions.

and global economy, as well as our business and results from operations, may be negatively impacted by a variety of factors, including inflation, interest rate uncertainty, supply chain and labor disruptions, unemployment rates, labor and materials shortages, banking instability, geopolitical events and uncertainty, such as the Ukraine-Russia conflict and the conflict in the Middle East, any U.S.

and global economy, as well as our business and results from operations, may be negatively impacted by a variety of factors, including inflation, interest rate uncertainty, supply chain and labor disruptions, unemployment rates, labor and materials shortages, banking instability, political and social unrest, geopolitical events and uncertainty, such as the Ukraine-Russia conflict and the conflict in the Middle East, any U.S.

government shutdown, any downgrades in the U.S.

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Limited access by us to credit and capital :

Conditions in the credit markets, including high interest rates, may limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all.

Conditions in the credit markets, including fluctuating interest rates, may limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all.

From time to time, we also have cash in financial institutions in excess of federally insured limits, which funds might be at risk of loss should such financial institutions face financial difficulties.

The terms of the credit agreement with Fifth Third Bank, National Association contain restrictive covenants that may limit our operating flexibility or that of our subsidiaries.

The terms of the amended credit agreement with Fifth Third Bank, National Association contain restrictive covenants that may limit our operating flexibility or that of our subsidiaries.

On October 30, 2024, our subsidiary, BK Technologies, Inc.

(the “Subsidiary”), entered into a Revolving Loan Commitment (“RLC”) with Fifth Third Bank, National Association, (“Fifth Third”) for a one-year line of credit with total maximum funding up to $6 million, with an interest rate of the Secured Overnight Financing Rate (SOFR) plus 2.5% per annum.

(the “Subsidiary”), entered into a Revolving Loan Commitment (“RLC”) with Fifth Third Bank, National Association, (“Fifth Third”), which was amended on October 30, 2025, for a $6 million line of credit, with an interest rate of the Secured Overnight Financing Rate ("SOFR") plus a range of 1.75% to 2.25% per annum, which will mature on October 30, 2028.

The Company will use funds obtained from the RLC for general business purposes and working capital needs.

The RLC has covenants concerning additional financing and indebtedness restrictions and financial covenants providing for a maximum funded debt ratio of 2.00 to 1.00.

The RLC has covenants concerning additional financing and indebtedness restrictions and certain financial covenants.

The RLC provides for the payment of fees by the Subsidiary and includes customary representations and warranties, indemnification provisions, covenants and events of default.

Subject in some cases to cure periods, amounts outstanding under the RLC may be accelerated for typical defaults including, but not limited to, the failure to make payments when due, the failure to perform any covenant, the inaccuracy of representations and warranties, the occurrence of debtor-relief proceedings, and the occurrence of unpermitted liens.

The Subsidiary's repayment obligations under the RLC are guaranteed by the Company and Relm Communications, Inc.

and secured by a pledge of essentially all of the assets of the Subsidiary, the Company and Relm Communications, Inc.

The Subsidiary's repayment obligations under the RLC are guaranteed by the Company and secured by a pledge of essentially all of the assets of the Subsidiary and the Company.

In general, the RLC could have an adverse effect on our financial condition or results of operations.

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We are required to maintain internal control over financial reporting and disclosure controls and procedures in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

We, along with our independent registered public accounting firm, have identified a material weakness in our internal control over financial reporting that pertained to our income tax provision.

See further discussion regarding the material weakness in “Item 9A.

We, along with our independent registered public accounting firm, previously identified a material weakness in our internal control over financial reporting that pertained to our income tax provision, which was remediated as of December 31, 2025.

See further discussion regarding controls implemented to remediate the material weakness in “Item 9A.

Controls and Procedures” included in this report.

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Material weaknesses could adversely impact our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC.

While we are taking steps to remediate the material weakness and enhance our disclosure controls and procedures and our internal control over financial reporting, we cannot provide any assurance that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will not identify additional significant deficiencies and material weaknesses in our internal control over financial reporting in the future.

While we have taken steps to enhance our disclosure controls and procedures and our internal control over financial reporting, we cannot provide any assurance that we will continue to be able to maintain adequate controls over our financial processes and reporting or that we will not identify significant deficiencies and material weaknesses in our internal control over financial reporting in the future.

Any failure of our internal controls could result in material misstatements in our consolidated financial statements, significant deficiencies, material weaknesses, costs, failure to timely meet our periodic reporting obligations and erosion of investor confidence.

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The occurrence of one or more natural disasters or other extreme weather events, such as fires, hurricanes, tornados, tsunamis, floods and earthquakes;

geo-political events and political instability, such as civil unrest in a country in which our suppliers or manufacturers are located, or acts of war or terrorism (wherever located around the world) or military activities disrupting transportation, communication or utility systems or otherwise causing damage to our business, employees, suppliers, manufacturers and customers;

geo-political events and political instability, such as civil unrest in a country in which our suppliers or manufacturers are located, including in the U.S., or acts of war or terrorism (wherever located around the world) or military activities disrupting transportation, communication or utility systems or otherwise causing damage to our business, employees, suppliers, manufacturers and customers;

or other highly disruptive events, such as nuclear accidents, pandemics and other health crises, tariffs and other trade barriers or restrictions, or cyber-attacks, could have a material adverse effect on our business, financial condition and results of operations.

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If we incur future operating losses, we may be required to provide some or all of our deferred tax assets with a valuation allowance, resulting in additional non-cash income tax expense.

The change in the valuation allowance may have a material impact on future net income or loss.

The change in the valuation allowance may have an impact on future net income or loss.

As a holding company, BK Technologies Corporation is dependent on the operations and funds of its subsidiaries.

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As a supplier of LMR products to federal, state and municipality agencies, we face a multitude of security threats, including cybersecurity threats ranging from attacks common to most industries, such as ransomware and denial-of-service, to attacks from more advanced and persistent, highly organized adversaries, including nation state actors, which target the defense contractors and other critical infrastructure sectors.

The sophistication of these threats continue to evolve and grow, including the risk associated with the use of emerging technologies, such as artificial intelligence and quantum computing, for nefarious purposes.

The sophistication of these threats continues to evolve and grow, including the risk associated with the use of emerging technologies, such as artificial intelligence and quantum computing, for nefarious purposes.

In addition to cybersecurity threats, we face threats to the security of our facilities and employees from sabotage or other disruptions, any of which could adversely affect our business.

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These systems are vulnerable to damage, unauthorized access or interruption from a variety of sources, including, but not limited to, continually evolving cyber-attacks (including social engineering and phishing attempts), attempts to gain unauthorized access to data, cyber intrusion, computer viruses, and/or malicious or destructive code, ransomware or other malware, or denial-of-service attacks, security breach, misconduct by employees or other insiders with access to our data, energy blackouts, natural disasters, terrorism, sabotage, war and telecommunication failures.

We previously experienced an incident that impacted certain portions of our information technology systems, in which a limited number of non-critical systems experienced minor disruption.

We completed an investigation into the incident and remediated and mitigated cybersecurity concerns, and the incident did not materially impact the Company’s financial condition or results of operations.

Cyber-attacks are rapidly evolving and becoming increasingly sophisticated.

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Furthermore, to the extent artificial intelligence capabilities continue to improve and are increasingly adopted, they may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks, including the use of generative artificial intelligence to conduct more sophisticated social engineering attacks on the Company or third parties.

In addition, vulnerabilities may be introduced from the use of artificial intelligence by us and third parties on which we rely.

In addition, vulnerabilities may be introduced from the use of artificial intelligence by us and third parties on which we rely, which could increase the risk of unauthorized access to our data.

Moreover, the development and maintenance of preventative and detective measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.

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We contract with manufacturers to produce portions of our products.

For example, during 2023, we entered into the EW MSA, pursuant to which we transitioned the manufacturing production of certain LMR products and accessories to EW, which was completed in the third quarter of 2024.

For example, during 2023, we entered into the Master Supply Agreement with East West Manufacturing, LLC,, pursuant to which we transitioned the manufacturing production of certain LMR products and accessories to EW, which was completed in the third quarter of 2024.

Our use of contract manufacturers exposes us to certain risks, including shortages of manufacturing capacity, reduced control over delivery schedules, quality assurance, production yield and costs.

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Some of these manufacturers and suppliers are in other countries.

Approximately 17.0% of the Company’s material, subassembly and product procurements in 2024 were sourced internationally, of which approximately 79.9% were sourced from seven suppliers.

We place purchase orders from time to time with these suppliers and have no guaranteed supply arrangements.

Disruption or termination of the supply of these components could delay shipments of our products.

Approximately 15.2 % of the Company’s material, subassembly and product procurements in 2025 were sourced internationally, of which approximately 64.4 % were sourced from three suppliers.

We place purchase orders from time to time with a limited number of these suppliers and have no guaranteed supply arrangements.

Disruption or termination of the supply of certain components could delay shipments of our products.

The lead-time required for some of our proprietary components is up to as long as twelve to eighteen months.

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Legal and Regulatory Risks

Changes in U.S.

Continuing changes in U.S.

trade policy, including the imposition of new or additional tariffs on imported goods, may have a material adverse effect on us.

The U.S.'s trade policy, including the imposition of new or additional tariffs, is currently in flux, following the recent change in U.S.

Presidential administration.

The U.S.'s trade policy, including the imposition of new or additional tariffs, remains in flux.

Changes in U.S.

trade policy may lead to significant increases in tariffs for imported goods, as well as retaliatory tariffs and other trade barriers and restrictions by trading partners.

The current presidential administration has imposed additional tariffs on certain products from China, as well as significant tariffs on products from Mexico and Canada, which are currently on hold.

The imposition of such tariffs strained international relations and increased the risk that foreign governments implement retaliatory tariffs on goods imported from the U.S.

trade policy have resulted in significant increases in tariffs for certain imported goods, as well as retaliatory tariffs and other trade barriers and restrictions by trading partners, and there could be further increases in tariffs and/or new or more stringent retaliatory measures imposed in the future.

The current presidential administration has imposed new or increased tariffs on products from China and a number of other countries, including steel and aluminum.

The imposition of these tariffs has strained international relations and resulted in the implementation of retaliatory tariffs and other measures on goods imported from the U.S, which could become more severe.

We derive a majority of our revenues from products comprised of electronic components from foreign sources, which makes us especially vulnerable to increased tariffs.

Ongoing or new trade wars or other governmental action related to tariffs imposed by the U.S.

or other countries or changes to international trade agreements or policies could reduce demand for our products and services, increase our costs, reduce our profitability, adversely impact our supply chain, which could have a material adverse effect on our business and results of operations.

Ongoing or new trade wars and other governmental action related to tariffs imposed by the U.S.

and other countries and changes to international trade agreements and policies could result in increased costs, and any action we take or may take as a result including increased prices to our customers, may not be sufficient to fully offset the impact of tariffs and could result in reduced profitability;

could adversely impact our supply chain;

and could reduce demand for our products and services, all of which could have a material adverse effect on our business and results of operations.

Further, the volatility and unpredictability of international trade policies and conditions add further complexity to our operations, making it challenging to forecast and plan effectively.

We are not able to predict future trade policy of the U.S.

or of any foreign countries, or the terms of any trade agreements or their impact on our business.

The adoption and expansion of trade restrictions and tariffs, quotas, embargoes and other related actions, the occurrence or threat of a trade war or other governmental action related to tariffs or trade agreements or policies, could also adversely impact our customers, our suppliers and the world and U.S.

economies, including instability in the financial and capital markets, including bond markets, and the potential for a recession in the U.S.

or globally, which in turn could have a material adverse effect on our business, operating results and financial condition.

Changes in U.S.

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patents and two international pending patent applications.

We have several trademarks related to the names “BK Technologies,” “BK Radio” and “Radios for Heroes.” We seek to trademark registrations to protect our proprietary positions whenever possible and wherever practical.

We have several trademarks related to the names “BK Technologies,” “BK Radio,” "BK ONE," "BKRplay," and “Radios for Heroes.” We seek to trademark registrations to protect our proprietary positions whenever possible and wherever practical.

As part of our confidentiality procedures, we generally enter into nondisclosure agreements with our employees, distributors and customers and limit access to and distribution of our proprietary information.

We also rely on trade secret laws to protect our intellectual property rights.

From time to time, we may pursue litigation to protect and assert our intellectual property rights.

There is a risk that we may be unable to prevent another party from manufacturing and selling competing products or otherwise violating our intellectual property rights.

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future announcements concerning us or our competitors;

the announcement or introduction of technological innovations or new products by us or our competitors, including announcements regarding the status of our BKR Series product line and our SaaS business expansion;

changes in product pricing policies by us or our competitors;

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If this happens, we will have greater difficulty accessing the capital markets to raise any additional necessary capital.

We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance stockholder value, and any share repurchases could affect the trading price of our common stock.

The Company’s Board of Directors has authorized a share repurchase program which permits the Company to purchase up to an aggregate of $5 million of its common stock.

Although our Board of Directors has authorized the share repurchase program, and we have repurchased approximately $1.2 million of our common stock as of December 31, 2025, the share repurchase program does not obligate us to repurchase any specific additional dollar amount or to acquire any specific additional number of shares.

The share repurchase program could affect the price of our common stock, increase volatility and diminish our cash reserves.

In addition, the program may be suspended or terminated at any time, which may result in a decrease in the price of our common stock.

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 1A. Risk Factors