What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-27 · 66 added, 34 removed, 142 unchanged (41% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were not effective due to the material weakness related to proper design and implementation of certain controls over income tax provision and management’s review of the income tax provision described below.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management ’ s Annual Report on Internal Control over Financial Reporting

6 unchanged sentences

The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

During this assessment and as a result of the external audit of our 2024 financial results, management identified a material weakness in our internal control over financial reporting, which is discussed further below.

As a result of the material weakness, management concluded that our internal control over financial reporting was not effective as of December 31, 2024.

Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025

As previously disclosed, during the year ended December 31, 2024, management identified a material weakness in our internal control over financial reporting related to the proper design and implementation of certain controls over financial reporting related to the income tax provision and management’s review of the income tax provision.

A material weakness is a significant deficiency, or combination of significant deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

We identified a material weakness in internal control related to the proper design and implementation of certain controls over financial reporting related to the income tax provision and management’s review of the income tax provision.

This deficiency resulted in an elevated risk that a material misstatement of our annual or interim financial statements would not be prevented or detected by other compensating controls.

Notwithstanding the identified material weakness, we believe the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with U.S.

generally accepted accounting principles.

Since identifying the material weakness described above, management has implemented controls and procedures to address the material weakness, including the following:

Management, with the assistance of a third party, has performed an evaluation of the processes and procedures around our internal control design gaps, and recommended process enhancements, specifically related to income tax provisions.

We enhanced our review processes for complex accounting transactions by enhancing access to accounting literature and identification of third-party professionals with whom to consult regarding complex accounting applications to supplement existing accounting professionals.

We utilized, and will continue to utilize as needed, additional services of external consultants for non-routine and\or technical accounting issues for income tax provisions.

Accordingly, management has concluded that the previously identified material weakness was remediated during the year ended December 31, 2025.

This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Form 10-K

Plan of Remediation of Material Weakness in Internal Control Over Financial Reporting

Following the identification and communication of the material weakness described above, management commenced remediation actions relating to the material weakness beginning in the first quarter of fiscal year 2025, as follows:

Management, with the assistance of a third party, will perform an evaluation of the processes and procedures around our processes and internal control design gaps, and recommend process enhancements, specifically related to income tax provisions.

We are enhancing our review processes for complex accounting transactions by enhancing access to accounting literature and identification of third-party professionals with whom to consult with regarding complex accounting applications to supplement existing accounting professionals.

We will utilize additional services of external consultants for non-routine and\or technical accounting issues for income tax provisions as they arise.

The income tax provision material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

No assurance can be made that our remediation efforts will be completed in a timely manner or that the updated controls and procedures associated with such efforts will be deemed adequate after being subjected to testing.

If not remediated, this income tax provision material weakness could result in material misstatements to our annual or interim consolidated financial statements that may not be prevented or detected on a timely basis or result in a delayed filing of required periodic reports.

If we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by the NYSE American, the SEC, or other regulatory authorities, which could require additional financial and management resources.

BK TECHNOLOGIES CORPORATION

YEARS ENDED DECEMBER 31, 2025 AND 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data and percentages)

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Inherent Limitation on the Effectiveness of Internal Control

Our management, including our Chief Executive Officer and Chief Financial Officer, intends that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives.

However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

1 unchanged sentence

In addition, 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.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Other Information.

2 unchanged sentences

Not applicable.

BK TECHNOLOGIES CORPORATION

YEARS ENDED DECEMBER 31, 2025 AND 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data and percentages)

Directors, Executive Officers and Corporate Governance.

21 unchanged sentences

Principal Accounting Fees and Services.

The information required by this item will be contained in the “Fees Paid to Our Independent Registered Public Accounting Firm” sections of our definitive proxy statement, to be filed in connection with our 2025 annual meeting of stockholders, and is incorporated herein by reference.

The information required by this item will be contained in the “Fees Paid to Our Independent Registered Public Accounting Firm” section of our definitive proxy statement, to be filed in connection with our 2026 annual meeting of stockholders, and is incorporated herein by reference.

BK TECHNOLOGIES CORPORATION

YEARS ENDED DECEMBER 31, 2025 AND 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data and percentages)

Exhibits and Financial Statement Schedules.

1 unchanged sentence

Consolidated Financial Statements listed below:

Report of Independent Registered Public Accounting Firm (Forvis Mazars, LLP, PCAOB ID:

Report of Former Independent Registered Public Accounting Firm (MSL, P.A., PCAOB ID:

Report of Independent Registered Public Accounting Firm (Cherry Bekaert LLP, PCAOB ID:

Report of Former Independent Registered Public Accounting Firm (Forvis Mazars, LLP, PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

9 unchanged sentences

Bylaws (incorporated by reference from Exhibit 3.3 to the Company’s Current Report on Form 8-K12B filed March 28, 2019)

Description of the Company’ s Registered Securities

Description of the Company’s Registered Securities ( incorporated by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed March 27, 2025)

Form of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K12B filed March 28, 2019)

14 unchanged sentences

Form of Restricted Stock Unit Agreement under the BK Technologies Corporation 2017 Incentive Compensation Plan (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K12B filed March 28, 2019)

Form of Stock Option Agreement under the BK Technologies Corporation 2017 Incentive Compensation Plan (January 2025)

Form of Stock Option Agreement under the BK Technologies Corporation 2017 Incentive Compensation Plan (January 2025) (incorporated by reference from Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed March 27, 2025)

BK Technologies Corporation 2025 Incentive Compensation Plan ( incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 18, 2025)

Form of Stock Option Agreement (2025 Plan) (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 18, 2025)

Form of Restricted Share Agreement (2025 Plan) ( incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 18, 2025 )

BK TECHNOLOGIES CORPORATION

YEARS ENDED DECEMBER 31, 2025 AND 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data and percentages)

Form of Restricted Share Unit Agreement (2025 Plan) (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed June 18, 2025 )

Form of Non-Employee Director Restricted Share Unit Agreement (2025 Plan) (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed June 18, 2025)

Form of Non-Employee Director Stock Option Agreement (2025 Plan) (incorporated by reference from Exhibit 10.6 to the Company’s Current Report on Form 8-K filed June 18, 2025)

BK Technologies Corporation Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.7 to the Company’s Current Report on Form 8-K filed June 18, 2025 )

CEO Performance Stock Option Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 14, 2025)

CFO Performance Stock Option Agreement (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 14, 2025)

Employment Agreement, dated October 31, 2019, by and between BK Technologies, Inc.

7 unchanged sentences

Malmanger (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 3, 2022)

Second Amendment to CEO Employment Agreement (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 14, 2025)

First Amendment to CFO Employment Agreement (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed July 14, 2025)

Master Supply Agreement between the Company and East West Manufacturing, LLC dated November 6, 2023 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 8, 2023)

11 unchanged sentences

and Fifth Third Bank, National Association, (incorporated by reference from Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on November 4, 2024)

Form of Indemnification Agreement

Form of Non-Employee Director Stock Option Agreement under the BK Technologies Corporation 2017 Incentive Compensation Plan (January 2025)

Letter from MSL, P.A.

dated November 6, 2024 (incorporated by reference from Exhibit 16.1 to the Company's Current Report on Form 8-K, filed on November 6, 2024)

BK Technologies Insider Trading Policy

First Amendment Agreement, dated October 30, 2025, by and between BK Technologies, Inc.

and Fifth Third Bank, National Association (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 30, 2025)

Form of Indemnification Agreement (incorporated by reference from Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed March 27, 2025)

Form of Non-Employee Director Stock Option Agreement under the BK Technologies Corporation 2017 Incentive Compensation Plan (January 2025) (incorporated by reference from Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed March 27, 2025)

Letter from Forvis Mazars, LLP to the Securities and Exchange Commission, dated June 3, 2025 (incorporated by reference from Exhibit 16.1 to the Company's Current Report on Form 8-K, filed on June 3, 2025)

BK TECHNOLOGIES CORPORATION

YEARS ENDED DECEMBER 31, 2025 AND 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data and percentages)

BK Technologies Insider Trading Policy (incorporated by reference from Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed March 27, 2025)

Subsidiaries of the Company

Consent of Cherry Bekaert LLP, Independent Registered Public Accounting Firm

Consent of Forvis Mazars, LLP, Independent Registered Public Accounting Firm

Consent of MSL, P.A., Independent Registered Public Accounting Firm

Power of Attorney (included on signature page)

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K)

BK Technologies Corporation Clawback Policy

BK Technologies Corporation Clawback Policy (incorporated by reference from Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed March 27, 2025)

Inline XBRL Instance Document

8 unchanged sentences

+ Management contract or compensatory plan or arrangement.

Certain exhibits and schedules to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5).

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

#Portions of this exhibit (indicated by bracketed asterisks) are omitted in accordance with the rules of the SEC because they are both not material and the Company customarily and actually treats such information as private or confidential.

3 unchanged sentences

Not applicable.

BK TECHNOLOGIES CORPORATION

YEARS ENDED DECEMBER 31, 2025 AND 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data and percentages)

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.

BK TECHNOLOGIES CORPORATION

Chief Executive Officer

March 12, 2026

President and Chief Executive Officer

POWER OF ATTORNEY

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Joshua S.

Chairman of the Board

March 27, 2025

President and Chief Executive Officer (Principal Executive Officer), and Director

2 unchanged sentences

March 12, 2026

/s/ Joshua S.

Chairman of the Board

March 12, 2026

Joseph Jackson

Vice Chairman of the Board

March 12, 2026

6 unchanged sentences

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