Bridgeline Digital, Inc. 10-K

Item 9A. Controls and Procedures. Management ’ s Report on Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recognized, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of September 30, 2025, the end of our fiscal year covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of the end of the period covered by this annual report. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recognized properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework. Our management has concluded that as of September 30, 2025, our internal control over financial reporting (as defined in Rule 15d-15(e) under the Exchange Act) was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our management reviewed the results of its assessment with our Board of Directors. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to an exemption from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. Inherent Limitations on Effectiveness of Controls Internal control over financial reporting has inherent limitations which include but are not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Provided its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis; however, these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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. Changes in Internal Control over Financial Reporting There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal year ended September 30, 2025 that have materially, or are reasonably likely to materially affect, our internal controls over financial reporting. I TEM 9 B. O THER I NFORMATION None . I TEM 9 C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 48 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth information regarding our directors and executive officers: Name Age Position Director Class Expiration of Class Term Joni Kahn 70 Chairperson ( 1 )( 2 )( 3 )( 4 ) Class I 2027 Annual Meeting Kenneth Galaznik 74 Director ( 1 )( 2 )( 4 ) Class II 2028 Annual Meeting Michael Ketslakh 56 Director ( 1 )( 2 )( 4 ) Class II 2028 Annual Meeting Brandon Ross 57 Director Class III 2026 Annual Meeting Roger Kahn 56 Director, President and Chief Executive Officer Class I 2027 Annual Meeting Thomas R. Windhausen 47 Chief Financial Officer, Treasurer and Secretary ( 1 ) Member of the Audit Committee. ( 2 ) Member of the Compensation Committee. ( 3 ) Member of the Nominating and Governance Committee. ( 4 ) Independent director. Biographies Joni Kahn has been a member of our Board of Directors since April 2012. In May 2015, Ms. Kahn was appointed Chairperson of the Board of Directors. She also serves as the Chair of the Compensation Committee and is a member of the Audit and Nominating and Governance Committees. Ms. Kahn has over thirty years of operating experience with high growth software and services companies with specific expertise in the SaaS (Software as a Service), ERP (Enterprise Resource Planning) Applications, Business Intelligence and Analytics and Cybersecurity segments. From 2013 to 2015, Ms. Kahn was the Senior Vice President of Global Services for Big Machines, Inc., which was acquired by Oracle in October 2013. From 2007 to 2012, Ms. Kahn was Vice President of Services for HP’s Enterprise Security Software group. From 2005 to 2007, Ms. Kahn was the Executive Vice President at BearingPoint where she managed a team of over 3,000 professionals and was responsible for North American delivery of enterprise applications, systems integration and managed services solutions. Ms. Kahn also oversaw global development centers in India, China and the U.S. From 2002 to 2005, Ms. Kahn was the Senior Group Vice President for worldwide professional services for Business Objects, a business intelligence and analytics software maker based in San Jose, CA, where she led the applications and services division that supported that company's transformation from a products company to an enterprise solutions company. Business Objects was acquired by SAP in 2007. From 2000 to 2007, Ms. Kahn was a Member of the Board of Directors for MapInfo, a global location intelligence solutions company. She was a member of MapInfo’s Audit Committee and the Compensation Committee. MapInfo was acquired by Pitney Bowes in 2007. From 1993 to 2000, Ms. Kahn was an Executive Vice President and Partner of KPMG Consulting, where she helped grow the firm’s consulting business from $700 million to $2.5 billion. Ms. Kahn received her B.B.A in Accounting from the University of Wisconsin – Madison. Ms. Kahn brings extensive leadership experience to our Board and our Audit Committee as an experienced senior executive. Ms. Kahn has over thirty years of executive level managerial, operational, and strategic planning experience leading world-class sales, service and support technology organizations. Her service on prior boards also provides financial and governance experience. The Board of Directors has determined that Ms. Kahn’s vast experience in the technology industry and finance, as well as her executive leadership, makes her qualified to continue as the Chairperson and member of our Board of Directors. In addition, Ms. Kahn also brings extensive leadership experience to our Board and our Audit Committee as an experienced senior executive. Kenneth Galaznik has been a member of our Board of Directors since 2006. Mr. Galaznik is the Chairman of the Company’s Audit Committee and serves as a member of the Compensation Committee. From 2005 to 2016, Mr. Galaznik was the Senior Vice President, Chief Financial Officer and Treasurer of American Science and Engineering, Inc., a publicly held supplier of X -ray inspection and screening systems with a public market cap of over $200 million. Mr. Galaznik retired from his position at American Science and Engineering on March 31, 2016. From August 2002 to February 2005, Mr. Galaznik was Vice President of Finance of American Science and Engineering, Inc. From November 2001 to August 2002, Mr. Galaznik was self-employed as a consultant. From March 1999 to September 2001, he served as Vice President of Finance at Spectro Analytical Instruments, Inc. and has more than 35 years of experience in accounting and finance positions. Mr. Galaznik holds a B.B.A. degree in accounting from The University of Houston. Mr. Galaznik brings extensive experience to our Board and our Audit Committee as an experienced senior executive, a financial expert, and as a chief financial officer of a publicly-held company. The Board of Directors has determined that Mr. Galaznik’s deep experience in finance and his executive leadership make him qualified to continue as a member of our Board of Directors. 49 Table of Contents Michael Ketslakh has been a member of our Board of Directors since 2025. Mr. 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. In 2003, Mr. 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. Mr. 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. Mr. 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. 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. Mr. 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. Mr. 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. 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. Mr. Kahn joined the Company as the Chief Operating Officer in August 2015 and has been our President and Chief Executive Officer since May 2016. Prior to joining Bridgeline Digital, Mr. Kahn co-founded FatWire, a leading content management and digital engagement company. As the General Manager and Chief Technology Officer of FatWire, Mr. Kahn built the company into a global corporation with offices in thirteen countries. FatWire was acquired by Oracle in 2011. Mr. Kahn received his Ph.D. in Computer Science and Artificial Intelligence from the University of Chicago. Our Board of Directors has determined that Mr. Kahn’s vast experience as a successful entrepreneur in the technology space, as well as his technical and leadership acumen, make him qualified to continue as a member of our Board of Directors. Thomas Windhausen has served as the Company’s Chief Financial Officer and Treasurer since November 2021, and the Secretary since February 2023. Prior to that he served as the Company’s VP of Finance since October 2021. Mr. Windhausen came to Bridgeline with more than 20 years of experience in both public accounting and industry. Prior to joining the Company, Mr. Windhausen served as a VP of Finance with Comtech Telecommunications Corp. from July 2019 to September 2021, and from June 2011 to June 2019, Mr. Windhausen held various accounting and finance roles with Dealertrack Technologies, Inc., and its successor Cox Automotive Inc. Mr. Windhausen started his career at PricewaterhouseCoopers, where he spent more than 10 years. He received his Bachelor’s of Science degree in Accounting from Le Moyne College in Syracuse, N.Y. and he is a member of the American Institute of Certified Public Accountants and New York State Society of Certified Public Accountants. There are no family relationships between any of the directors and the Company’s executive officers, including between Ms. Joni Kahn and Mr. Roger Kahn, the Company’s President and Chief Executive Officer. 50 Table of Contents Delinquent Section 16 (a) Reports Section 16 (a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file certain reports regarding ownership of, and transactions in, the Company’s securities with the Securities and Exchange Commission. 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, 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 The Company’s Board of Directors has adopted a Code of Ethics within the meaning of Item 406 (b) of Regulation S-K of the Securities Act that applies to all of the Company’s officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics codifies the business and ethical principles that govern the Company’s business. A copy of the Code of Ethics is available on the Company's website www.bridgeline.com. The Company intends to post amendments to or waivers from its Code of Ethics (to the extent applicable to its principal executive officer, principal financial officer or principal accounting officer) on its website. The Company’s website is not incorporated herein by reference. Insider Trading Policy and Procedures The Company’s Board of Directors has adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10 -K. Meetings of the Board of Directors During fiscal 2025 , the Board of Directors met six times and acted twice by unanimous written consent. Committees of the Board of Directors The Company has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Audit Committee The Audit Committee assists the Board in the oversight of the audit of our consolidated financial statements and the quality and integrity of our accounting, auditing and financial reporting processes. The Audit Committee is responsible for making recommendations to the Board concerning the selection and engagement of independent registered public accountants and for reviewing the scope of the annual audit, audit fees, results of the audit and auditor independence. The Audit Committee also reviews and discusses with management and the Board such matters as accounting policies, internal accounting controls and procedures for preparation of financial statements. Our Audit Committee is comprised of Mr. Galaznik (Chair), Ms. Kahn and Mr. Ketslakh. Our Board has determined that each of the members of the Audit Committee meet the criteria for independence under the standards provided by the Nasdaq Stock Market. The Board of Directors has adopted a written charter for the Audit Committee. A copy of such charter is available on the Company’s website, www.bridgeline.com. During fiscal 2025 , the Audit Committee met four times. Each member of the Audit Committee attended each such meeting. The Chairman of the Audit Committee was present at all meetings. Our Board has also determined that Mr. 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 The Compensation Committee evaluates the performance of our senior executives, considers the design and competitiveness of our compensation plans, including the review of independent research and data regarding compensation paid to executives of public companies of similar size and geographic location, reviews and approves senior executive compensation and administers our equity compensation plans. In addition, the Committee also conducts reviews of executive compensation to ensure compliance with Section 162 (m) of the Internal Revenue Code of 1986, as amended. Our Compensation Committee is comprised of Ms. Kahn (Chair), Mr. Galaznik and Mr. 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 2025 , the Compensation Committee met three times and acted one time by unanimous written consent. Nominating and Corporate Governance Committee The Nominating and Governance Committee identifies candidates for future Board membership and proposes criteria for Boa rd candidates and candidates to fill Board vacancies, as well as a slate of directors for election by the stockholders at each annual meeting. The Nominating and Governance Committee also annually assesses and reports to the Board on Board and Board Committee performance and effectiveness and reviews and makes recommendations to the Board concerning the composition, size and structure of the Board and its committees. A copy of such charter is available on the Company's website, www.bridgeline.com. Our Nominating and Governance Committee is comprised of Mr. Ketslakh (Chair) and Ms. Kahn, each of whom are independent directors. During fiscal 2025 , the Nominating and Governance Committee met two times . 51 Table of Contents Item 11. Executive Compensation. Summary Compensation Table The following Summary Compensation Table sets forth the total compensation paid or accrued for the fiscal years ended September 30, 2025 and September 30, 2024 for our principal executive officer and our other most highly compensated executive officer. We refer to these officers as our “named executive officers”. Name and Principal Position Fiscal Year End Salary Bonus Stock & Option Awards ( 1 ) All Other Compensation Total Roger Kahn - President and Chief Executive Officer 2025 $ 419,896 $ 261,245 $ 419,626 $ 22,302 $ 1,123,069 2024 $ 411,333 $ 118,774 $ 67,280 $ 22,304 $ 619,691 Thomas R. Windhausen - Chief Financial Officer, Treasurer, and Secretary 2025 $ 268,542 $ 46,594 $ 49,198 $ 22,302 $ 386,636 2024 $ 262,083 $ 26,920 $ 33,640 $ 22,304 $ 344,947 ( 1 ) Column represents the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation). Employment Agreements Roger Kahn 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 $421,500 (payable in semi-monthly installments); (ii) the opportunity for Mr. 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. 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. Thomas R. Windhausen Effective November 30, 2021, Thomas R. Windhausen was appointed by the Company’s Board of Directors as Chief Financial Officer and Treasurer of the Company. The Company and Mr. 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 $52,500, based on performance criteria determined by the Compensation Committee. The Employment Agreement further provides that Mr. Windhausen is eligible to participate in all other employee benefit plans and programs offered to senior executives of the Company. In the event that Mr. Windhausen’s employment is terminated by the Company without cause, he is entitled to receive severance benefits as set forth in the Employment Agreement. 52 Table of Contents Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information concerning outstanding stock options for each named executive officer as of September 30, 2025 . Name Grant Date Number of Securities Underlying Unexercised Options Exercisable ( 1 ) Number of Securities Underlying Unexercised Options Unexercisable ( 1 ) Exercise Price ($/sh) Option Expiration Date Roger Kahn 8/24/2015 ( 1 ) 800 - $ 287.50 8/24/2025 8/19/2016 ( 1 ) 4,446 - $ 205.00 8/19/2026 11/20/2019 ( 1 ) 249,353 - $ 1.40 11/20/2029 4/14/2022 ( 2 ) 362,000 - $ 1.85 4/13/2032 6/30/2023 ( 2 ) 225,000 75,000 $ 1.18 6/30/2033 2/7/2024 ( 3 ) 50,000 50,000 $ 0.81 2/7/2034 Total 891,599 125,000 Thomas R. Windhausen 9/30/2021 ( 1 ) 30,000 - $ 4.11 9/30/2031 6/30/2023 ( 3 ) 22,500 7,500 $ 1.18 6/30/2033 2/7/2024 ( 3 ) 25,000 25,000 $ 0.81 2/7/2034 9/30/2025 ( 3 ) - 50,000 $ 1.32 9/30/2035 Total 77,500 82,500 ( 1 ) Shares vest in equal installments upon the anniversary date of the grant over three years. ( 2 ) Shares vest in equal installments on a monthly basis over three years. ( 3 ) Shares vest in equal installments on a quarterly basis over three years. 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. Director Compensation The non-employee members of our Board of Directors are compensated as follows: ● Compensation: Each outside director receives an annual retainer of $23,000. ● Committee Chair Bonus: The Chair of the Board of Directors receives an additional annual fee of $10,000. The Chair of the Audit Committee receives an additional annual fee of $10,000. The Chairs of the Compensation Committee and Nominating and Corporate Governance Committee each receive an additional annual fee of $5,000. ● Audit Committee: Members of the Audit Committee receive additional annual compensation of $3,000. Fees are paid quarterly. Other directors who serve on our standing committees, other than the Audit Committee, do not receive additional compensation for their committee services: Director Compensation Table The following table provides information on the total compensation earned by each non-employee director of the Company for the fiscal year ended September 30, 2025 . Director Fees Earned or Paid in Cash ( 1 ) Stock Awards Option Awards ( 2 ) Non-Equity Incentive Plan Compensation All Other Compensation Total Ken Galaznik $ 33,000 $ 30,401 $ - $ - $ - $ 33,000 Joni Kahn 41,000 30,401 - - - 41,000 Michael Ketslakh 25,400 30,401 - - - 25,400 Brandon Ross 20,148 30,401 - - - 20,148 Scott Landers 3,008 - - - - 3,008 Michael Taglich 2,584 - - - - 2,584 Total $ 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 . Director Annual Retainer Chairman Additional Total Ken Galaznik $ 23,000 $ 10,000 $ - $ 33,000 Joni Kahn 23,000 15,000 3,000 41,000 Michael Ketslakh 20,400 3,125 1,875 25,400 Brandon Ross 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 53 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our common stock subject to options or warrants currently exercisable or exercisable within 60 days after December 16, 2025 are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. 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 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. Common Stock Name and Address Number of Shares Owned Percent of Shares Outstanding Roger Kahn - President and Chief Executive Officer, Director 2,333,796 (1) 17.7% Michael Ketslakh - Director 472,489 3.9% Brandon Ross - Director 171,243 (2) 1.4% Joni Kahn - Director 158,336 (3) 1.3% Kenneth Galaznik - Director 158,280 (4) 1.3% Thomas R. Windhausen - Chief Financial Officer, Treasurer and Secretary 96,666 (5) 0.8% All current executive officers and directors as a group 3,390,810 (6) 24.9% (1) Includes 924,132 shares of Common Stock subject to currently exercisable options (includes options that will become exercisable within 60 days of December 16, 2025). Includes 398,380 shares of restricted stock. Includes 544 shares of Common Stock owned by Mr. Kahn’s spouse. (2) Includes 107,895 shares issuable upon the exercise of warrants. (3) 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). (4) 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). (5) 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). (6) 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. 54 Table of Contents We maintain a number of equity compensation plans for employees, officers, directors and other entities and individuals whose efforts contribute to our success. The table below sets forth certain information as of our fiscal year ended September 30, 2025, regarding the shares of our common stock available for grant or granted under our equity compensation plans. Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan category (a) (b) (c) Equity compensation plans approved by security holders 1,988,677 $ 1.99 1,130,571 Equity compensation plans not approved by security holders (1) 861,533 2.77 - Total 2,850,210 $ - 1,130,571 (1) At September 30, 2025, there were 861,533 total warrants outstanding. 55 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. Item 404(d) of Regulation S-K requires the Company to disclose any transaction or proposed transaction which occurred since the beginning of the two most recently completed fiscal years in which the amount involved exceeds the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of the last two completed fiscal years in which the Company is a participant and in which any related person has or will have a direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company's Common Stock, or an immediate family member of any of those persons. In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing and approving the terms of any related-party transactions. 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. Brandon Ross 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. Taglich. Mr. Ross will serve until his term expires at the 2026 Annual Meeting of Stockholders. Mr. 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. Ross. 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. Landers. Mr. Ketslakh will serve until his term expires at the 2028 Annual Meeting of Stockholders. Mr. Ketslakh participated in the Private Placement and purchased 394,736 unregistered shares. Item 14. Principal Accounting Fees and Services. Audit Fees The firm of PKF O’Connor Davies, LLP acts as our principal independent registered public accounting firm (PCAOB ID No. 127). They have served as our independent auditors since February 27, 2021. The table below shows the aggregate fees that the Company paid or accrued for the audit and other services provided by PKF O’Connor Davies, LLP for the fiscal year ended September 30, 2025 and 2024. The Company did not engage its independent registered public accounting firm during either of the fiscal years ended September 30, 2025 or September 30, 2024 for any other non-audit services. Type of Service Amount of Fee for Fiscal Year Ended September 30, 2025 September 30, 2024 Audit Fees $ 237,100 $ 242,300 Audit-Related Fees — — Tax Fees — — Total $ 237,100 $ 242,300 Audit Fees. This category includes fees for the audits of the Company's annual financial statements, review of financial statements included in the Company's Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for the relevant fiscal years. Audit-Related Fees. This category consists of audits performed in connection with certain acquisitions. Tax Fees. This category consists of professional services rendered for tax compliance, tax planning and tax advice. The services for the fees disclosed under this category include tax return preparation, research and technical tax advice. There were no other fees paid or accrued to PKF O’Connor Davies, LLP in the fiscal years ended September 30, 2025 or September 30, 2024. Audit Committee Pre-Approval Policies and Procedures. Before an independent public accounting firm is engaged by the Company to render audit or non-audit services, the engagement is approved by the Audit Committee. Our Audit Committee has the sole authority to approve the scope of the audit and any audit-related services as well as all audit fees and terms. Our Audit Committee must pre-approve any audit and non-audit related services by our independent registered public accounting firm. During our fiscal year ended September 30, 2025, no services were provided to us by our independent registered public accounting firm other than in accordance with the pre-approval procedures described herein. 56 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Documents Filed as Part of this Form 10-K 1. Financial Statements (included in Item 8 of this report on Form 10-K): – Reports of Independent Registered Public Accounting Firm –Consolidated Balance Sheets as of September 30, 2025 and 2024 –Consolidated Statements of Operations for the years ended September 30, 2025 and 2024 –Consolidated Statements of Comprehensive Income/(Loss) for the years ended September 30, 2025 and 2024 –Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2025 and 2024 –Consolidated Statements of Cash Flows for the years ended September 30, 2025 and 2024 –Notes to Consolidated Financial Statements 2. Financial Statement Schedules –Not applicable 57 Table of Contents (b) Exhibits Documents listed below, except for documents followed by a parenthetical, are being filed as exhibits. Documents followed by a parenthetical are not being filed herewith and, pursuant to Rule 12b-32 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934 (the Act), reference is made to such documents as previously filed as exhibits with the SEC. Incorporated by Reference Exhibit No. Exhibit Form Filing Date Exhibit No. Filed Herewith 3.1 Amended and Restated Certificate of Incorporation, as amended 10-Q May 15, 2013 3.1 3.2 Amended and Restated By-Laws 8-K December 14, 2018 3.1 3.3 Amendment to the Amended and Restated Bylaws of Bridgeline Digital, Inc., dated September 9, 2021 8-K September 10, 2021 3.1 3.4 Certificate of Designation of the Series A Convertible Preferred Stock 8-K November 4, 2014 3.1 3.5 Certificate of Designation of the Series B Convertible Preferred Stock 8-K October 19, 2018 3.1 4.1 Registration Rights Agreement, dated November 3, 2016, by and between Bridgeline Digital, Inc. and the Investors party thereto 8-K November 4, 2016 10.3 4.2 Form of Placement Agent Warrant. 8-K March 25, 2025 4.1 10.1 Bridgeline Digital Inc. 2016 Stock Incentive Plan DEF 14 A March 22, 2016 Appendix B 10.2 First Amendment to the Bridgeline Digital, Inc. 2016 Stock Incentive Plan DEF 14-A August 23, 2019 Appendix B 10.3 Share Purchase Agreement, by and between the Company and WooRank SRL., dated February 2, 2021 8-K February 3, 2021 10.1 10.4 Form of Securities Purchase Agreement, dated February 4, 2021 8-K February 9, 2021 10.1 10.5 Form of Placement Agent Warrant, dated February 4, 2021 8-K February 9, 2021 10.2 10.6 Employment Agreement dated September 13, 2019 between Bridgeline Digital, Inc. and Roger “Ari” Kahn 8-K September 19, 2018 10.1 10.7 First Amendment to Roger “ Ari ” Kahn ’ s Employment Agreement dated February 25, 2021 8-K March 2, 2021 10.1 10.8 Share Purchase Agreement, by and between the Company, Svanaco, Inc., an Illinois corporation, Svanawar, Inc., an Illinois corporation, and HawkSearch Inc., an Illinois corporation, dated May 11, 2021 8-K May 12, 2021 10.1 10.9 Employment Agreement dated November 30, 2021 between Bridgeline Digital, Inc. and Thomas R. Windhausen 10-K December 20, 2021 10.29 10.10 Second Amendment to the Bridgeline Digital, Inc. 2016 Stock Incentive Plan DEF 14-A February 14, 2022 Appendix A 10.11 Amendment to Stock Purchase Agreement, among Bridgeline Digital, Inc., Svanaco, Inc., Svanawar, Inc., and HawkSearch Inc., dated June 15, 2022. 8-K June 22, 2022 10.1 10.12 Second Amendment to Roger “Ari” Kahn’s Employment Agreement, effective August 14, 2022 8-K August 24, 2022 10.1 10.13 Third Amendment to the Bridgeline Digital, Inc. 2016 Stock Incentive Plan DEF 14-A April 17, 2023 Appendix A 10.14 Amended and Restated Employment Agreement, dated February 3, 2025 between Bridgeline Digital, Inc. and Roger “Ari” Kahn 8-K February 7, 2025 10.1 10.15 Securities Redemption Agreement, dated March 5, 2025 8-K March 11, 2025 10.1 10.16 Form of Securities Purchase Agreement, dated as of March 24, 2025, by and among the Company and the purchasers party thereto. 8-K March 25, 2025 10.1 10.17 Form of Subscription Agreement, dated as of March 25, 2025. 8-K March 25, 2025 10.2 10.18 Bridgeline Digital Inc. 2025 Stock Incentive Plan DEF 14-A August 7, 2025 Appendix A 19.1 Insider Trading Policy 10-K December 26, 2024 19.1 21.1 Subsidiaries of the Registrant X 23.1 Consent of PKF O’Connor Davies, LLP X 31.1 CEO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 CFO Certification, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 CEO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 CFO Certification, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Clawback Policy 10-K December 27, 2023 97 101.INS** Inline XBRL Instance X 101.SCH** Inline XBRL Taxonomy Extension Schema X 101.CAL** Inline XBRL Taxonomy Extension Calculation X 101.DEF** Inline XBRL Taxonomy Extension Definition X 101.LAB** Inline XBRL Taxonomy Extension Labels X 101.PRE** Inline XBRL Taxonomy Extension Presentation X 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) X (c) Financial Statement Schedules Not applicable 58 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. BRIDGELINE DIGITAL, INC. a Delaware corporation By: /s/ Roger Kahn Name: Roger Kahn December 18, 2025 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. Signature Title Date /s/ Roger Kahn President and Chief Executive Officer, Director (Principal Executive Officer) December 18, 2025 Roger Kahn /s/ Thomas R. Windhausen Chief Financial Officer December 18, 2025 Thomas R. Windhausen (Principal Financial Officer) /s/Kenneth Galaznik Director December 18, 2025 Kenneth Galaznik /s/ Joni Kahn Director December 18, 2025 Joni Kahn /s/ Michael Ketslakh Director December 18, 2025 Michael Ketslakh /s/ Brandon Ross Director December 18, 2025 Brandon Ross 59