CSP INC /MA/ 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On February 8, 2011, the Board of Directors authorized the Company to repurchase up to 1 million shares of the Company's outstanding common stock at market price. The plan does not expire. The stock repurchase program may be suspended, terminated, or modified at any time for any reason. ​ Common stock of CSP Inc. may be repurchased on the open market at the discretion of management. Open market repurchases are made in compliance with the Securities and Exchanges Commission’s Rule 10b-18 in addition to complying with applicable legal and other considerations. Below are the purchases that have been made for the three months ended March 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Total number of shares purchased ​ Average price paid per share ​ Total number of shares purchased as part of publicly announced plans ​ Maximum number that may yet be purchased under the repurchase plan February 1-28, 2025 3,000 ​ $ 16.68 ​ 3,000 ​ 331,654 March 1-31, 2025 20,800 ​ $ 16.06 ​ 20,800 ​ 310,854 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 42 Table of Contents Item 5. Other ​ Except as set forth in the table below during the three months ended March 31, 2025, no director or officer of the Company adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name and Title Type of Trading Arrangement Plan Action Date of Action Duration of Trading Arrangement Aggregate Number of Securities to be Sold Description of Trading Arrangement Victor Dellovo , Chief Executive Officer, President and Director ​ Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) ​ Adoption ​ March 14, 2025 ​ June 16, 2025 to June 16, 2026 ​ Up to 60,000 shares of Common Stock ​ Sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gary W. Levine , CFO ​ Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) ​ Adoption ​ March 14, 2025 ​ June 16, 2025 to June 16, 2026 ​ Up to 24,996 shares of Common Stock ​ Sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gary Southwell , Vice President and General Manager of High Performance Products (HPP) ​ Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) ​ Adoption ​ March 14, 2025 ​ June 16, 2025 to June 16, 2026 ​ Up to 43,962 shares of Common Stock ​ Sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mike Newbanks , Vice President of Finance and CAO ​ Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) ​ Adoption ​ March 14, 2025 ​ June 16, 2025 to June 16, 2026 ​ Up to 12,000 shares of Common Stock ​ Sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Item 6. Exhibits ​ ​ ​ Number Description 10.1 ​ CSP Inc. 2025 Stock Incentive Plan (incorporated by reference from Annex A to the Company’s Definitive Proxy Statement filed on December 30, 2024) ​ ​ ​ 31.1* ​ Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Executive Officer ​ ​ ​ 31.2* ​ Rule 13(a)-14(a) / 15d-14(a) Certification of Chief Financial Officer ​ ​ ​ 32.1* ​ Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer ​ ​ ​ 101* ​ The following financial statements for the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in eXtensible Business Reporting Language (XBRL) (a) our Condensed Consolidated Balance Sheets as of March 31, 2025 and September 30, 2024, (b) our Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2025 and 2024, (c) our Condensed Consolidated Statements of Comprehensive Income for the three and six months ended March 31, 2025 and 2024, (d) our Condensed Consolidated Statement of Shareholders’ Equity for the three and six months ended 43 Table of Contents March 31, 2025 and 2024, (e) our Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2025 and 2024 and (f) the Notes to such Condensed Consolidated Financial Statements. ​ 104* ​ The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in inline XBRL. * Filed Herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ CSP INC. ​ ​ ​ May 15, 2025 By: /s/ Victor Dellovo ​ ​ Victor Dellovo ​ ​ Chief Executive Officer, ​ ​ President and Director ​ ​ ​ May 15, 2025 By: /s/ Gary W. Levine ​ ​ Gary W. Levine ​ ​ Chief Financial Officer ​ ​ ​ 44