What changed in this filing

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Item 9A. Controls and Procedures

2025-12-19 compared with 2024-12-26 · 135 added, 163 removed, 359 unchanged (45% of the section changed)

31 unchanged sentences

The following table sets forth information regarding our directors and executive officers:

Director Class

Expiration of

Director Class Expiration of

Chairperson ( 1 )( 2 )( 3 )( 4 )

2027 Annual Meeting

Class I 2027 Annual Meeting

Kenneth Galaznik

Director ( 1 )( 2 )( 4 )

2025 Annual Meeting

Scott Landers

Class II 2028 Annual Meeting

Michael Ketslakh

Director ( 1 )( 2 )( 4 )

2025 Annual Meeting

Michael Taglich

2026 Annual Meeting

Class II 2028 Annual Meeting

Class III 2026 Annual Meeting

Director, President and Chief Executive Officer

2027 Annual Meeting

Class I 2027 Annual Meeting

Chief Financial Officer, Treasurer and Secretary

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Galaznik’s deep experience in finance and his executive leadership make him qualified to continue as a member of our Board of Directors.

Scott Landers has been a member of our Board of Directors since 2010.

Landers is the Chair of the Nominating and Corporate Governance Committee and serves as a member of the Audit and Compensation Committees.

Landers is the Chief Executive Officer of Achievers, a leading recognition and reward platform for employee experience, since October 2024.

Prior to that, Mr.

Landers was the Chief Executive Officer of Harver, a volume hiring solution enabling global enterprises to hire at scale, from January 2022 to October 2023.

From 2016 to July 2021, he was President and Chief Executive Officer of Monotype Imaging Holdings, Inc., and he also held the positions of Chief Operating Officer and Chief Financial Officer from 2008 to 2015.

Monotype is a leading provider of fonts and font software, and the company was under both public and private ownership during his tenure.

Prior to joining Monotype, from September 2007 until July 2008, Mr.

Landers was the Vice President of Global Finance at Pitney Bowes Software, a leading global provider of location intelligence solutions.

From 1997 until September 2007, Mr.

Landers held several senior finance positions at MapInfo, a publicly held company which was acquired by Pitney Bowes in April 2007.

Earlier in his career, Mr.

Landers was a Business Assurance Manager with Coopers & Lybrand.

Landers holds a bachelor's degree in accounting from Le Moyne College in Syracuse, N.Y.

and a master’s degree in business administration from The College of Saint Rose in Albany, N.Y.

Landers brings extensive experience to our Board and our Audit Committee as an experienced senior executive, a financial expert, and a chief executive officer and a chief financial officer of a publicly-held company.

Michael Ketslakh has been a member of our Board of Directors since 2025.

Ketslakh is the founder and President of National Diagnostic Services (“NDS”), an independent diagnostic testing company operating in 33 states.

Since its founding in 1998, NDS has provided management and operational support for primary care and specialty clinics in cardiology, physical medicine & rehabilitation, and neurology.

Ketslakh and his team launched a Mobile Diagnostic Division, becoming the first company of its kind to receive ICAVL and ICAEL accreditations from their respective national boards.

In 2007, NDS expanded its services to include onsite programs for municipalities and self-insured corporations.

Since 2015, Mr.

Ketslakh has also served as the President of NDS Wellness LLC, which delivers healthcare and wellness services directly to workplaces through mobile wellness clinics, onsite wellness clinics, and cardiac and cancer screening programs.

Ketslakh holds a Bachelor of Applied Science (B.A.Sc.) from Kalamazoo College and pursued Epidemiology studies at the University of Michigan School of Public Health.

Ketslakh brings extensive experience to our Board and committees as an experienced senior executive including in the healthcare sector, in which we have a growing customer base.

He also has experience in subscription businesses and the related challenges of growth and customer acquisition costs.

Our Board of Directors has determined that Mr.

Lander’s financial skills, public-company experience, strategic business acumen and executive leadership make him qualified to continue as a member of our Board of Directors.

Michael Taglich has been a member of our Board of Directors since 2013.

He is the Chairman and President of Taglich Brothers, Inc., a New York based securities firm which he co-founded in 1992 with his brother Robert Taglich.

Taglich Brothers, Inc.

focuses on public and private micro-cap companies in a wide variety of industries.

He is currently the Chairman of the Board of Mare Island Dry Dock Inc., a privately-held company.

He also serves as a director of Air Industries Inc (NYSE/AMEX, AIRI), Intellinetics Inc (NYSE/AMEX INLX) and a number of other private companies.

Michael Taglich brings extensive professional experience which spans various aspects of senior management, including finance, operations and strategic planning.

Taglich has more than 35 years of financial industry experience and served on his first public company board over 25 years ago.

Ketslakh’s strategic business acumen and executive leadership make him qualified to continue as a member of our Board of Directors.

Brandon Ross has been a member of our Board of Directors since 2025.

Ross is a seasoned investment banker with over 30 years of experience in financial services.

He currently serves as Head of Placements and Senior Managing Director at WestPark Capital.

Previously, he was Head of Placements at Joseph Gunnar & Co.

and Head of Capital Markets at Dawson James Securities.

Earlier in his career, Mr.

Ross originated the Institutional PIPE Group at Maxim Group and served as SVP at Ladenburg Thalmann & Co.

Throughout his career, he has led and / or executed over 200 public and private offerings, raising more than $3 billion, primarily for small and micro-cap companies.

Ross holds a B.S.

in Electrical Engineering Technology from Northeastern University and an MBA in Finance from New York University's Stern School of Business.

Our Board of Directors has determined that Mr.

Taglich’s executive strategic business skills in both private and public companies, as well as his experience leading and advising high-growth companies, make him qualified to continue as a member of our Board of Directors.

Ross' extensive capital markets experience makes him qualified to continue as a member of our Board of Directors.

Roger Kahn has been a member of our Board of Directors since December 2017.

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These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section 16 (a) reports that they file with the SEC.

Based solely on a review of the copies of such forms and amendments thereto received by it, the Company believes that during the fiscal year ended September 30, 2024, all Section 16(a) filing requirements applicable to our officers, directors, and greater than 10% beneficial owners have been met, with the exception of one Form 4 for Michael Taglich that was inadvertently filed untimely, disclosing one transaction.

Based solely on a review of the copies of such forms and amendments thereto received by it, the Company believes that during the fiscal year ended September 30, 2025 , all Section 16 (a) filing requirements applicable to our officers, directors, and greater than 10% beneficial owners have been met, with the exception of one Form 4 for Roger Kahn that was inadvertently filed untimely, disclosing one transaction.

Code of Conduct and Ethics

24 unchanged sentences

Our Board has also determined that Mr.

Galaznik and Mr.

Landers both qualify as an “audit committee financial expert” as defined under Item 407(d)-(5) of Regulation S-K and as an independent director as defined by the listing standards of the Nasdaq Capital Market.

Galaznik qualifies as an “audit committee financial expert” as defined under Item 407 (d)-( 5 ) of Regulation S-K and as an independent director as defined by the listing standards of the Nasdaq Capital Market.

Compensation Committee

4 unchanged sentences

Galaznik and Mr.

Landers, all of whom are independent directors.

Ketslakh, all of whom are independent directors.

The Board of Directors has adopted a written charter for the Compensation Committee.

A copy of such charter is available on the Company’s website, www.bridgeline.com.

During fiscal 2024, the Compensation Committee met three times and acted twice by unanimous written consent.

During fiscal 2025 , the Compensation Committee met three times and acted one time by unanimous written consent.

Nominating and Corporate Governance Committee

3 unchanged sentences

Our Nominating and Governance Committee is comprised of Mr.

Landers (Chair) and Ms.

Ketslakh (Chair) and Ms.

Kahn, each of whom are independent directors.

During fiscal 2024 , the Nominating and Governance Committee met twice .

During fiscal 2025 , the Nominating and Governance Committee met two times .

Executive Compensation.

7 unchanged sentences

Roger Kahn - President and Chief Executive Officer

$ 419,896 $ 261,245 $ 419,626 $ 22,302 $ 1,123,069

$ 411,333 $ 118,774 $ 67,280 $ 22,304 $ 619,691

Windhausen - Chief Financial Officer, Treasurer, and Secretary

$ 268,542 $ 46,594 $ 49,198 $ 22,302 $ 386,636

$ 262,083 $ 26,920 $ 33,640 $ 22,304 $ 344,947

Column represents the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation).

Employment Agreements

On August 24, 2015, Mr.

Roger “Ari” Kahn joined Bridgeline Digital, Inc.

as the Company’s Chief Operating Officer.

On December 1, 2015, Mr.

Kahn and another were named Co-Interim Chief Executive Officers and Presidents and assumed the responsibilities of the Office of the Chief Executive Officer and President.

On May 6, 2016, the Company appointed Mr.

Kahn as President and Chief Executive Officer, effective May 10, 2016.

Kahn’s employment agreement was amended and reported on Form 8-K filed with the SEC on May 13, 2016.

A new employment agreement was entered into on September 13, 2019 by and between the Company and Mr.

The principal change to Mr.

Kahn’s employment agreement, is that it will automatically renew each fiscal year unless the Company provides written notice of its intent not to renew such employment agreement at least sixty (60) days in advance of the Company’s fiscal year rather than the employment agreement only renewing upon notice from the Company.

In furtherance of Mr.

Kahn’s employment with the Company, a first amendment to Mr.

Kahn, which amended the September 12, 2019 employment agreement, entitles Mr.

Kahn to an annual salary of $330,000 starting on the date of the amendment and an annual bonus of $137,500.

On August 18, 2022, an amendment to the employment agreement between the Company and Mr.

Kahn was made, effective August 14, 2022 (the “Second Amendment”).

The Second Amendment provides for the following:

On February 3, 2025, the Company entered into an Amended and Restated Employment Agreement between the Company and Roger “Ari” Kahn, its President and Chief Executive Officer, effective January 1, 2025 ( the “Amended and Restated Employment Agreement”).

The Amended and Restated Employment Agreement supersedes and replaces Mr.

Kahn’s Employment Agreement with the Company, dated September 13, 2019, as amended.

The Amended and Restated Employment Agreement provides for a term of continued employment through September 30, 2026, with automatic one -year renewals at the end of each fiscal year unless earlier terminated.

The Amended and Restated Employment Agreement also provides for the following:

(i) an increase in Mr.

Kahn’s annual salary to $400,000;

Kahn’s annual salary to $421,500 (payable in semi-monthly installments);

(ii) the opportunity for Mr.

Kahn to earn a periodic incentive bonus, subject to his satisfaction of certain performance metrics;

Kahn to earn an incentive bonus with a targeted amount of $215,000, based on performance criteria determined by the Compensation Committee of the Board of Directors in its sole discretion;

and (iii) the Company’s right, but not its obligation, to issue discretionary equity incentive awards to Mr.

Kahn, subject to applicable award agreements, equity incentive plans, and other such applicable terms, restrictions, and provisions.

In connection with the Second Amendment, Mr.

Kahn was given the opportunity to earn a $100,000 bonus with respect to the second half of fiscal 2022 and was awarded 200,000 shares of restricted stock (the “Restricted Stock Award”), pursuant to the Company’s 2016 Stock Incentive Plan.

Kahn’s Restricted Stock Award vests in quarterly installments over a three year period.

Kahn will also have the opportunity to earn one or more future incentive bonuses aggregating $200,000 for each year.

All other terms of Mr.

Kahn’s employment agreement, as amended are unchanged.

The Amended and Restated Employment Agreement also provides severance benefits to Mr.

Kahn (or in the event of his subsequent death, to his surviving spouse, or if none, to his estate) in the event that his employment is terminated by the Company other than for Cause (as defined therein), or if he resigns from the Company for Good Reason (as defined therein).

These severance benefits include, among other things:

Accrued but unpaid compensation.

Twelve ( 12 ) months of his base salary and his applicable bonus (or eighteen ( 18 ) months of his base salary and his applicable bonus if the termination occurs within the period beginning three ( 3 ) months before and ending eighteen ( 18 ) months after a Change in Control (as defined therein).

A pro-rated portion of his annual bonus for the year of termination.

Coverage of the Company’s portion of Mr.

Kahn’s COBRA health insurance premiums for a period of twelve ( 12 ) months (or eighteen ( 18 ) months if the termination occurs within three ( 3 ) months before or eighteen ( 18 ) months after a Change in Control), subject to earlier termination in the event Mr.

Kahn obtains new employment that provides health benefits.

Unvested equity awards fully vesting and becoming immediately exercisable upon termination.

The Amended and Restated Employment Agreement includes standard restrictive covenants and confidentiality obligations.

Effective November 30, 2021, Thomas R.

1 unchanged sentence

The Company and Mr.

Windhausen entered into an employment agreement (the “Employment Agreement”), effective November 30, 2021 through September 30, 2022, unless extended by mutual agreement of the Company and Mr.

Windhausen, whereby he will receive $240,000 base salary and the ability to earn a bi-annual incentive bonus of $22,500, which incentive bonus may be awarded to Mr.

Windhausen at the discretion of the Company’s Compensation Committee.

The Employment Agreement also provides that Mr.

Windhausen will be eligible to participate in all other employee benefits plans and programs, and, in the event Mr.

Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits.

Windhausen entered into an employment agreement (the “Employment Agreement”), initially effective from November 30, 2021 through September 30, 2022, unless extended by mutual agreement of the parties.

The Employment Agreement has subsequently been renewed, most recently for the fiscal year ending September 30, 2025 ( the “2025 Renewal Term”).

Under the Employment Agreement, as renewed for fiscal 2025, Mr.

Windhausen is entitled to receive an updated annual base salary of $270,000.

In addition, for fiscal 2025, Mr.

Windhausen is eligible to earn an annual incentive bonus with a target opportunity of $52,500, based on performance criteria determined by the Compensation Committee.

The Employment Agreement further provides that Mr.

Windhausen is eligible to participate in all other employee benefit plans and programs offered to senior executives of the Company.

In the event that Mr.

Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits as set forth in the Employment Agreement.

Outstanding Equity Awards at Fiscal 2025 Year-End

The following table sets forth information concerning outstanding stock options for each named executive officer as of September 30, 2025 .

Number of Securities Underlying Unexercised Options Exercisable (1)

Number of Securities Underlying Unexercised Options Unexercisable (1)

Exercise Price ($/sh)

Option Expiration Date

Number of Securities Underlying Unexercised Options Exercisable ( 1 ) Number of Securities Underlying Unexercised Options Unexercisable ( 1 ) Exercise Price ($/sh) Option Expiration Date

( 1 ) 800 - $ 287.50 8/24/2025

( 1 ) 4,446 - $ 205.00 8/19/2026

( 1 ) 249,353 - $ 1.40 11/20/2029

( 2 ) 362,000 - $ 1.85 4/13/2032

( 2 ) 225,000 75,000 $ 1.18 6/30/2033

( 3 ) 50,000 50,000 $ 0.81 2/7/2034

891,599 125,000

( 1 ) 30,000 - $ 4.11 9/30/2031

( 3 ) 22,500 7,500 $ 1.18 6/30/2033

( 3 ) 25,000 25,000 $ 0.81 2/7/2034

( 3 ) - 50,000 $ 1.32 9/30/2035

77,500 82,500

( 1 ) Shares vest in equal installments upon the anniversary date of the grant over three years.

1 unchanged sentence

( 3 ) Shares vest in equal installments on a quarterly basis over three years.

Roger Kahn also holds 200,000 shares of restricted stock granted which were granted in August 2022 and which vest in quarterly installments over a three year period.

Roger Kahn holds 200,000 shares of restricted stock which was granted in August 2022 and is fully vested.

He also holds 198,380 shares of restricted stock, after tax withholdings, which were granted in 2025.

The restricted stock vests in quarterly installments over a three year period.

As of September 30, 2025 , 191,210 shares remained restricted.

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All Other Compensation

$ 33,000 $ 30,401 $ - $ - $ - $ 33,000

41,000 30,401 - - - 41,000

Michael Ketslakh

25,400 30,401 - - - 25,400

20,148 30,401 - - - 20,148

Scott Landers

3,008 - - - - 3,008

Michael Taglich

2,584 - - - - 2,584

$ 125,140 $ 121,604 $ - $ - $ - $ 125,140

The following table sets forth information concerning the compensation paid to our non-employee directors during the fiscal year ended September 30, 2025 .

Annual Retainer

$ 23,000 $ 10,000 $ - $ 33,000

23,000 15,000 3,000 41,000

Michael Ketslakh

20,400 3,125 1,875 25,400

20,148 - - 20,148

Scott Landers

2,232 485 291 3,008

Michael Taglich

2,584 - - 2,584

$ 91,364 $ 28,610 $ 5,166 $ 125,140

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Unless otherwise indicated, the address of each individual named below is our address, 100 Sylvan Road, Suite G-700, Woburn, Massachusetts 01801.

The following tables set forth, as of December 22, 2023, the beneficial ownership of our Series C Preferred and Common Stock by (i) each person or group of persons known to us to beneficially own more than 5% of the outstanding shares of each class of the outstanding securities, (ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a group.

At the close of business on December 22, 2023, there were 350 shares of our Series C Preferred and 10,417,609 shares of our Common Stock issued and outstanding.

The following tables set forth, as of December 16, 2025, the beneficial ownership of our Common Stock by (i) each person or group of persons known to us to beneficially own more than 5% of the outstanding shares of each class of the outstanding securities, (ii) each of our directors and named executive officers, and (iii) all of our executive officers and directors as a group.

At the close of business on December 16, 2025, there were 12,224,399 shares of our Common Stock issued and outstanding.

Except as indicated in the footnotes to the tables below, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder.

This information is based upon information received from or on behalf of the individuals named herein.

Series C Preferred Stock

Name and Address

1 unchanged sentence

Percent of Shares Outstanding

Michael and Claudia Taglich, 790 New York Avenue, Huntington, NY 11743

All current executive officers and directors as a group

Holder of Series C Preferred are entitled to vote on all matters presented to our stockholders on an as-converted basis.

Each share of Series C Preferred Stock is convertible, at the option of each respective holder, into approximately 111.11 shares of Common Stock.

Name and Address

Number of Shares Owned

Percent of Shares Outstanding

Roger Kahn - President and Chief Executive Officer, Director

Michael Taglich - Director

Michael Ketslakh - Director

Brandon Ross - Director

Joni Kahn - Director

Scott Landers - Director

Kenneth Galaznik - Director

5 unchanged sentences

Kahn’s spouse.

Includes 137,632 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024) and 13,000 shares issuable upon the exercise of warrants, and 38,889 shares issuable upon the exercise of Series C preferred stock Also includes 35 shares of Common Stock and 2 shares issuable upon the exercise of warrants owned by Mr.

Taglich’s spouse.

Includes 137,572 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024).

Includes 107,895 shares issuable upon the exercise of warrants.

Includes 137,548 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 16, 2025).

Includes 8 shares of Common Stock owned by Mr.

Lander’s children.

Includes 137,548 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 16, 2025).

Includes 96,666 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 16, 2025).

Includes 1,418,556 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 15, 2024), and 51,889 other issuable shares including warrants and preferred stock.

Includes 1,295,894 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 16, 2025), and 107,895 other issuable shares including warrants.

We maintain a number of equity compensation plans for employees, officers, directors and other entities and individuals whose efforts contribute to our success.

13 unchanged sentences

Therefore, any material financial transaction between the Company and any related person would need to be approved by our Audit Committee prior to the Company entering into such transaction.

In October 2013, Mr.

Michael Taglich joined the Board of Directors.

Michael Taglich is the Chairman and President of Taglich Brothers, Inc., a New York based securities firm.

Taglich Brothers, Inc.

acted as placement agents for many of the Company’s private offerings and debt issuances.

In consideration of previous loans made by Michael Taglich to the Company and the personal guaranty on a former third-party credit facility no longer maintained by the Company, Mr.

Taglich has been issued warrants to purchase common stock totaling 1,080 shares at an exercise price of $1,000.00 per share.

In connection with previous private offerings and debt issuances, which occurred prior to the fiscal years presented in these consolidated financial statements, Taglich Brothers, Inc.

was granted Placement Agent Warrants to purchase 4,246 shares of common stock at a weighted average price of $321.00 per share and were granted Placement Agent Warrants to purchase 10,926 shares of common stock at a weighted average price of $761.61 per share.

In November 2018, the Company engaged Taglich Brothers, on a non-exclusive basis, to perform advisory and investment banking services to identify possible acquisition target possibilities.

Fees for the services were $8 thousand per month for three months and $5 thousand thereafter, cancellable at any time.

Taglich Brothers could also earn a success fee ranging from $200,000 for a revenue target acquisition of under $5 million up to $1 million for an acquisition target over $200 million.

In connection with the asset purchase of Stantive, Taglich Brothers earned a success fee of $200,000.

Michael Taglich purchased 350 units in the amount of $350,000 of Series C Preferred Stock and associated warrants in the private transaction consummated on March 13, 2019.

Taglich’s purchase was subject to stockholder approval pursuant to the Nasdaq Stock Market Listing 5635(c), for which approval by the stockholders of the Company was obtained on April 26, 2019.

In connection with the Company’s registered direct offering completed in February 2021, the Company issued Taglich Brothers 29,084 Investors warrants.

Each warrant to purchase common stock expires five years from the date of issuance and is non-cash exercisable for $3.875 per share beginning six-months from the date of issuance, or February 4, 2021.

The warrants expire February 4, 2026.

In connection with the Company’s Series D Preferred Stock registered direct offering and PIPE completed in May 2021, the Company issued Taglich Brothers 53,861 Investors warrants.

Each warrant to purchase common stock expires five years from the date of issuance and is non-cash exercisable for $2.850 per share beginning six-months from the date of issuance, or May 14, 2021.

The warrants expire May 12, 2026.

On February 14, 2025, the Board appointed Brandon Ross to serve as a Class III Director of the Board, to fill the vacancy created by the resignation of Mr.

Ross will serve until his term expires at the 2026 Annual Meeting of Stockholders.

Ross currently serves as Head of Placements and Senior Managing Director at WestPark Capital, Inc.

Of the 70,000 2025 Placement Agent Warrants issued to WestPark Capital, Inc., or its designees in March 2025, warrants to purchase 28,000 shares of Common Stock were designated to Mr.

The warrants are exercisable immediately, expire on March 24, 2030 and have an exercise price of $1.875 per share.

Michael Taglich

On February 10, 2025, Michael Taglich announced his resignation from the Board of Directors.

See the Stockholder's Equity footnote regarding the Redemption Agreement (Note 12 ).

Michael Ketslakh

On February 10, 2025, the Board appointed Michael Ketslakh to serve as a Class II Director of the Board, to fill the vacancy created by the resignation of Mr.

Ketslakh will serve until his term expires at the 2028 Annual Meeting of Stockholders.

Ketslakh participated in the Private Placement and purchased 394,736 unregistered shares.

Principal Accounting Fees and Services.

46 unchanged sentences

November 4, 2016

Amended and Restated Stock Incentive Plan, as amended

July 14, 2014

Form of Common Stock Purchase Warrant Issued to Placement Agent

November 4, 2014

Form of Common Stock Purchase Warrant Issued by Company to Michael Taglich dated January 7, 2015

January 9, 2015

Form of Common Stock Purchase Warrant Issued by Company to Michael Taglich dated February 17, 2015

February 17, 2015

Form of Restricted Stock Agreement

Form of Common Stock Purchase Warrant Issued by Company to Michael Taglich dated May 12, 2015

Form of Common Stock Purchase Warrant Issued by Company to Michael Taglich dated July 21, 2015

July 24, 2015

Form of Placement Agent Warrant.

March 25, 2025

Bridgeline Digital Inc.

1 unchanged sentence

March 22, 2016

Form of Common Stock Purchase Warrant issued to Placement Agent

Placement Agreement between Bridgeline Digital, Inc and Taglich Brothers, Inc dated March 31, 2016

June 15, 2016

Form of Securities Purchase Agreement dated November 3, 2016

November 4, 2016

Form of Purchaser Warrant

November 4, 2016

Form of Registration Rights Agreement dated November 3, 2016

November 4, 2016

Form of Insider Securities Purchase Agreement dated November 3, 2016

November 4, 2016

Loan and Security Agreement between Bridgeline Digital, Inc and Montage Capital II, L.P.

dated October 10, 2017

October 13, 2017

Form of Warrant to Purchase Stock issued to Montage Capital II, L.P

October 13, 2017

Intercreditor Agreement between Heritage Bank of Commerce and Montage Capital II, L.P dated October 10, 2017

October 13, 2017

First Amendment to the Loan and Security Agreement between Bridgeline Digital, Inc and Montage Capital II.

LP, dated May 10, 2018

Form of Note Purchase Agreement

September 11, 2018

Form of Promissory Note

September 11, 2018

Form of Subordination Agreement

September 11, 2018

Second Amendment to the Loan and Security Agreement between Bridgeline Digital, Inc and Montage Capital II, L.P., dated October 22, 2018

October 24, 2018

First Amendment to the Bridgeline Digital, Inc.

26 unchanged sentences

April 17, 2023

Incorporated by Reference

Amended and Restated Employment Agreement, dated February 3, 2025 between Bridgeline Digital, Inc.

and Roger “Ari” Kahn

February 7, 2025

Securities Redemption Agreement, dated March 5, 2025

March 11, 2025

Form of Securities Purchase Agreement, dated as of March 24, 2025, by and among the Company and the purchasers party thereto.

March 25, 2025

Form of Subscription Agreement, dated as of March 25, 2025.

March 25, 2025

Bridgeline Digital Inc.

2025 Stock Incentive Plan

August 7, 2025

Insider Trading Policy

December 26, 2024

Subsidiaries of the Registrant

34 unchanged sentences

December 18, 2025

/s/ Scott Landers

/s/ Michael Ketslakh

December 18, 2025

Scott Landers

/s/ Michael Taglich

Michael Ketslakh

/s/ Brandon Ross

December 18, 2025

Michael Taglich

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