What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-10 · 132 added, 171 removed, 693 unchanged (30% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Escalade maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report.

Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting described below in Management’s Report on Internal Control over Financial Reporting.

See also, “Risk Factors – Legal, Tax, Accounting and Regulatory Risks.”

Escalade maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report.

Based on the foregoing, the Company’s Interim Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Management ’ s Report on Internal Control over Financial Reporting

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In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (published in 2013) and implemented a process to monitor and assess both the design and operating effectiveness of the Company’s internal control.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

In connection with the preparation of the Company’s financial statements for the year ended December 31, 2024, management identified a continued material weakness in the Company’s internal control over financial reporting as described below.

Segregation of Duties Conflicts Material Weakness

As previously reported in Part II, Item 9A.

“Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023, among other material weaknesses, we identified a material weakness in our internal control over financial reporting related to controls over the period end close process involving segregation of duties conflicts.

During the year ended December 31, 2024, certain material estimates / calculations continued to be prepared or compiled by the CFO.

Because of this individual being the CFO there is not an individual in a supervisory role reviewing these estimates and calculations.

Accordingly, this represents a continued material weakness in our controls over the period end close process involving segregation of duties conflicts.

Although all other material weaknesses reported in the prior year have been remediated, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting remains not effective due to this continued issue.

We have also concluded this material weakness did not result in any material misstatements in our financial statements or disclosures in any of the years ended December 31, 2024 or 2023.

Based on this assessment, management believes that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

This annual report on Form 10-K includes an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

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In addition, this report by management regarding internal control over financial reporting is specifically not incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Our independent auditor, Grant Thornton LLP (“Grant Thornton”), a registered public accounting firm, is appointed by the Audit Committee of our Board of Directors.

As a result of the material weakness described above, Grant Thornton has issued an adverse opinion on the effectiveness of our internal control over financial reporting as of December 31, 2024, which appears in Item 8.

Financial Statements and Supplementary Data of this 2024 Form 10-K.

Remediation Plan and Status

The Company’s management and the Company’s Audit Committee are committed to achieving and maintaining a strong internal control environment.

The Company’s management, with the Audit Committee’s oversight, is actively engaged in the planning for, and implementation of, remediation efforts to address the above described material weakness.

In response to the material weakness discussed above, we plan to continue efforts already underway to remediate internal control over financial reporting, including the following:

We are in the process of redistributing the work previously performed by the CFO so that these material estimates and calculations will be performed by others within the accounting team and then reviewed and approved by the CFO.

We are in the process of documenting and executing remediation action items, including expansion of mitigating controls where appropriate.

Remediation of Previously Reported Material Weaknesses

As previously reported in Part II, Item 9A.

“Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023, in connection with our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, we identified control deficiencies relating to:

Information technology general controls particularly as such controls related to user access, program change management, and ineffective complementary user-organization controls, which limited management’s ability to rely on technology dependent controls relevant to the preparation of the Company’s consolidated financial statements.

Controls over the period end process, including the review and approval process of journal entries, account reconciliations, segregation of duties conflicts, and consolidation of intercompany entries.

Documentation and design of controls related to various key financial statement accounts and assertions.

The risk assessment, control activities, information and communication, and monitoring components of the Company’s internal control framework such that internal control weaknesses were not detected, communicated, addressed with mitigating control activities, or remediated.

Other than described above with respect to segregation of duties conflicts, we have completed execution of our remediation plans for these material weaknesses and, as of December 31, 2024, successfully remediated these material weaknesses by implementing the following:

Enhanced the design and documentation of our controls to evidence the existence of our controls, including our information technology general controls, risk assessment, information and communication, monitoring activities;

Performed a risk assessment over the IT systems used as part of financial reporting and business processes, including various layers of technology;

Implemented additional review and reconciliation controls to support the period end financial reporting process;

Hired an internal audit resource to effectively implement additional review, monitoring, and risk assessment.

Management and our Audit Committee will continue to monitor these specific remedial measures and the effectiveness of our overall control environment.

The identified material weakness in internal control over financial reporting will only be considered remediated when the relevant controls have operated effectively for a sufficient period of time for management to conclude that it has been remediated.

We can provide no assurance as to when the remediation of this material weakness will be completed to provide for an effective control environment.

/s/ Walter P.

Glazer, Jr., Chief Executive Officer /s/ Stephen R.

/s/ Patrick J.

Griffin, Interim Chief Executive Officer

/s/ Stephen R.

Wawrin, Chief Financial Officer

Changes in Internal Control over Financial Reporting

Other than the completed and ongoing remediation efforts described above, management’s evaluation did not identify any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s evaluation did not identify any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B — OTHER INFORMATION

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ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required under this item with respect to Directors and Executive Officers is contained in the registrant's Proxy Statement relating to its annual meeting of stockholders scheduled to be held on May 6, 2025 under the captions “Certain Beneficial Owners,” “Election of Directors,” “Executive Officers of the Registrant,” “Board of Directors, Its Committees, Meetings and Functions,” and “Delinquent Section 16(a) Reports,” and is incorporated herein by reference.

Information required under this item with respect to Directors and Executive Officers will be contained in the registrant's proxy statement relating to its annual meeting of stockholders scheduled to be held on May 5, 2026 under the captions “Certain Beneficial Owners,” “Election of Directors,” “Executive Officers of the Registrant,” “Board of Directors, Its Committees, Meetings and Functions,” and “Delinquent Section 16(a) Reports,” and is incorporated herein by reference.

The Company’s Board of Directors has adopted the Escalade, Incorporated Code of Business Conduct and Ethics (“Code”) which may be found on the Company’s website at:

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In addition, any future amendments to, or waivers from, a provision of Escalade’s Code of Business Conduct and Ethics that applies to Escalade’s directors or executive officers (including Escalade’s principal executive officer, principal financial officer, and principal accounting officer or controller) will be posted at this internet address.

Information required under this item with regard to insider trading policies and procedures will be contained in the registrant's proxy statement relating to its annual meeting of stockholders scheduled to be held on May 5, 2026 under the caption “Compensation Discussion and Analysis – Prohibitions on Hedging” and is incorporated herein by reference.

ITEM 11 — EXECUTIVE COMPENSATION

Information required under this item is contained in the registrant's Proxy Statement relating to its annual meeting of stockholders scheduled to be held on May 6, 2025 under the captions “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation,” “Report of the Compensation Committee” and “Executive Compensation” and is incorporated herein by reference, except that the information required by Item 407(e)(5) of Regulation S-K which appears under the caption “Report of the Compensation Committee” is specifically not incorporated by reference into this Form 10-K or into any other filing by the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Information required under this item will be contained in the registrant's proxy statement relating to its annual meeting of stockholders scheduled to be held on May 5, 2026 under the captions “Compensation Discussion and Analysis,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Executive Compensation” and is incorporated herein by reference, except that the information required by Item 407(e)(5) of Regulation S-K which appears under the caption “Report of the Compensation Committee” is specifically not incorporated by reference into this Form 10-K or into any other filing by the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934.

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except for the information required by Item 201(d) of Regulation S-K, which is included below, information required by this item is contained in the registrant’s proxy statement relating to its annual meeting of stockholders scheduled to be held on May 6, 2025 under the captions “Certain Beneficial Owners” and “Election of Directors” and is incorporated herein by reference.

Except for the information required by Item 201(d) of Regulation S-K, which is included below, information required by this item will be contained in the registrant’s proxy statement relating to its annual meeting of stockholders scheduled to be held on May 5, 2026 under the captions “Certain Beneficial Owners” and “Election of Directors” and is incorporated herein by reference.

Equity Compensation Plan Information

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ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by Item 407(a) of Regulation S-K is contained in the registrant’s proxy statement relating to its annual meeting of stockholders to be held on May 6, 2025 under the captions “Election of Directors” and “Board of Directors, Its Committees, Meetings and Functions” and is incorporated herein by reference.

The information required by Item 404 of Regulation S-K is contained in the registrant’s proxy statement relating to its annual meeting of stockholders scheduled to be held on May 6, 2025 under the caption “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.

The information required by Item 407(a) of Regulation S-K will be contained in the registrant’s proxy statement relating to its annual meeting of stockholders to be held on May 5, 2026 under the captions “Election of Directors” and “Board of Directors, Its Committees, Meetings and Functions” and is incorporated herein by reference.

The information required by Item 404 of Regulation S-K will be contained in the registrant’s proxy statement relating to its annual meeting of stockholders scheduled to be held on May 5, 2026 under the caption “Certain Relationships and Related Person Transactions” and is incorporated herein by reference.

ITEM 14 — PRINCIPAL ACCOUNTING FEES AND SERVICES

The Company’s independent registered accounting firm is Grant Thornton, LLP;

The information required by this item is contained in the registrant’s proxy statement relating to its annual meeting of stockholders scheduled to be held on May 6, 2025 under the caption “Principal Accounting Firm Fees” and is incorporated herein by reference.

The information required by this item will be contained in the registrant’s proxy statement relating to its annual meeting of stockholders scheduled to be held on May 5, 2026 under the caption “Principal Accounting Firm Fees” and is incorporated herein by reference.

ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Description of Escalade’s Registered Securities.

Incorporated by reference from Exhibit 4.1 to the Company’s Form 10-K for the fiscal year ended December 31, 2024 and filed on March 10, 2025.

Amended and Restated Credit Agreement dated as of January 21, 2022 among Escalade, Incorporated, Indian Industries, Inc., each of their domestic subsidiaries, and JPMorgan Chase Bank, N.A., as Administrative Agent (without exhibits and schedules, which Escalade has determined are not material).

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Incorporated by reference from Exhibit 10.11 to the Company’s Form 10-K for the fiscal year ended December 30, 2017 and filed on February 27, 2018.

Executive Severance Agreement executed January 31, 2025, to be effective as of April 1, 2025, by and between Armin Boehm and Escalade, Incorporated.

Incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 6, 2025.

Amendment, Waiver, Release, Non-Competition, Non-Solicitation, and Non-Disclosure Agreement dated as of November 5, 2025, by and between Armin Boehm and Escalade, Incorporated.

Incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 10, 2025.

Offer Letter, dated November 10, 2025, by and between Patrick J.

Griffin and Escalade, Incorporated.

Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2025.

Escalade, Incorporated Confidentiality of Insider Information and Securities Trades by Company Personnel.

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Subsidiaries of the Registrant

Consent of FORVIS, LLP

Consent of Grant Thornton, LLP

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The following consolidated financial statements of the Registrant and its subsidiaries and Independent Accountants’ Reports are submitted herewith:

Reports of Independent Registered Public Accounting Firm

(Grant Thornton LLP, PCAOB ID number 248 )

Report of Independent Registered Public Accounting Firm

(FORVIS LLP, PCAOB ID number 686)

Reports of Independent Registered Public Accounting Firm (Grant Thornton LLP, PCAOB ID number 248 )

Consolidated financial statements of Escalade, Incorporated and subsidiaries:

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Escalade, Incorporated (an Indiana corporation) and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes, collectively referred to as the consolidated financial statements.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 10, 2025 expressed an adverse opinion.

We also have audited the adjustments to the 2023 information in Note 11 to retrospectively apply the change in accounting (resulting from the adoption of Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ), as described in Note 1.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2023 financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial statements taken as a whole.

We have audited the accompanying consolidated balance sheets of Escalade, Incorporated (an Indiana corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 27, 2026 expressed an unqualified opinion.

Basis for opinion

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

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The audit of the fair value and the related assumptions required a high degree of auditor judgment, including the need to involve our fair value specialists when testing the reasonableness of the models and methodologies used by management.

Additionally, the fair value estimate contained highly judgmental and significant assumptions such as the revenue projections, assumed gross profit margins, and the assumed EBITDA margins.

Additionally, the fair value estimate contained highly judgmental and significant assumptions such as the revenue projections and assumed gross profit margins.

Our audit procedures related to the goodwill impairment assessment for the Escalade Sports reporting unit included the following, among others.

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We evaluated the reasonableness of management’s projections by comparing the projections to historical financial results, independent estimates, and industry reports.

We performed sensitivity analyses of certain significant assumptions to evaluate the changes in fair value that would result from changes in the growth rate and EBITDA margin assumptions with the assistance of our fair value specialists.

We performed sensitivity analyses of changes in the growth rate, which is the significant assumption, to evaluate the resulting changes in fair value with the assistance of our fair value specialists.

We evaluated the reasonableness of the valuation methodologies, certain assumptions used within the models, and tested the mathematical accuracy of the valuation models with the assistance of our fair value specialists.

GRANT THORNTON LLP

/s/ GRANT THORNTON LLP

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Louis, Missouri

March 10, 2025

February 27, 2026

Report of Independent Registered Public Accounting Firm

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We have audited the internal control over financial reporting of Escalade, Incorporated (an Indiana corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control — Integrated Framework issued by COSO.

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

The following material weakness has been identified and included in management’s assessment.

There were certain material estimates/calculations that were prepared or compiled by the CFO.

Because of this individual being the CFO there is not an individual in a supervisory role reviewing these.

The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 10, 2025, which expressed an unqualified opinion on those financial statements.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 27, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

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We believe that our audit provides a reasonable basis for our opinion.

Definitions and limitations of internal control over financial reporting

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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Also, 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.

GRANT THORNTON LLP

/s/ GRANT THORNTON LLP

Louis, Missouri

March 10, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders, Board of Directors, and Audit Committee

Escalade, Incorporated

Opinion on the Consolidated Financial Statement

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting (as described in Notes 1 and 11) and the disclosure of “Net sales by geographic region/country” (as described in Note 11), the accompanying consolidated balance sheet of Escalade, Incorporated (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above, before the effects of the adjustments to retrospectively apply the change in accounting (as described in Notes 1 and 11) and disclosure of “Net sales by geographic region/country” (as described in Note 11), present fairly, in all material respects, the consolidated financial position of Escalade, Incorporated as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting (as described in Notes 1 and 11) and disclosure of “Net sales by geographic region/country” (described in Note 11) and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by Grant Thornton, LLP.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ FORVIS, LLP

We have served as Escalade, Incorporated’s auditor from 1977 to 2024.

March 29, 2024

February 27, 2026

Escalade, Incorporated and Subsidiaries

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Property, plant and equipment, net

Assets held for sale

Operating lease right-of-use assets

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Interest expense

Other income (expense)

Income Before Income Taxes

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Dividends declared

Stock issued to directors as compensation

Issuance of common stock for service

Purchase of stock

Balances at December 31, 2024

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Settlement of restricted stock units

Issuance of common stock for service

Dividends declared

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Stock option and restricted stock unit expense

Common stock issued in lieu of bonus to officers

Director stock compensation

Issuance of common stock for service

Deferred income taxes

Gain on disposals of assets

Loss (gain) on disposals of assets

Accounts receivable

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Proceeds from sale of property and equipment

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Financing Activities:

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Payments on long-term debt

Deferred financing fees

Purchase of stock

Net cash used in financing activities

Increase (decrease) in Cash and Cash Equivalents

Increase in Cash and Cash Equivalents

Cash and Cash Equivalents, beginning of year

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Book overdrafts that result from outstanding checks in excess of our bank balance are reclassified to accrued liabilities.

As of December 31, 2024, the Company reclassed $ 0.1 million of book overdrafts to accrued liabilities.

As of December 31, 2023, the Company reclassed $ 3.4 million of book overdrafts to accrued liabilities.

As of December 31, 2025, the Company reclassed $ 4 thousand of book overdrafts to accrued liabilities.

As of December 31, 2024, the Company reclassed $ 134 thousand of book overdrafts to accrued liabilities.

Accounts Receivable

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The fair market value was determined by weighting the two methods equally.

Management performed a quantitative impairment analysis as of November 1, 2024 for goodwill, which included a detailed calculation of the fair value of our reporting unit.

A Step 0 analysis was performed for 2023.

During the third quarter of 2025 we identified a potential indicator of impairment due to the increase in tariff-related costs which led to the conclusion that a triggering event had occurred.

Therefore, management performed a quantitative impairment analysis as of September 1, 2025 for goodwill, which included a detailed calculation of the fair value of our reporting unit.

Based on our interim impairment test of goodwill as of September 1, 2025, it was determined that the fair value of the reporting unit was in excess of the carrying value.

A Step 0 analysis was performed during the remaining period from September 1, 2025 through December 31, 2025.

Additionally, a Step 0 analysis was performed during 2025 and 2024 for our indefinite lived trade names.

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Standards Adopted:

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which enhances reporting requirements under Topic 280.

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

As a result, we have enhanced our segment disclosures to include the disclosure of our CODM.

The adoption of this ASU affects only our disclosures, with no impact to our financial condition and results of operation.

New Accounting Standards to be Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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The amendment requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold.

The amendment is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, but entities have the option to apply it retrospectively for each period presented.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is in the process of evaluating the impact of the new standard on the related disclosures.

The Company adopted ASU 2023-09 during the year ended December 31, 2025, on a prospective basis.

The adoption of this ASU did not have a material impact on the Company’s consolidated financial condition or results of operation, but resulted in expanded disclosures within the income tax footnote related to the rate reconciliation and income taxes paid.

New Accounting Standards to be Adopted

In November 2024, the FASB issued ASU 2024.03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is in the process of evaluating the impact that the updated standard will have on our financial statement disclosures.

Note 2 — Certain Significant Estimates

Note 2 — Certain Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions.

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Actual results may differ from the estimates and assumptions used in the financial statements and related notes.

Listed below are certain significant estimates and assumptions related to the preparation of the consolidated financial statements:

Listed below are certain estimates and assumptions related to the preparation of the consolidated financial statements:

Product Warranty

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The Company records an accrued liability and reduction in sales for estimated future warranty claims based upon historical experience and management’s estimate of the level of future claims.

Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the accrued liabilities and sales in the current year.

Changes in product warranty were as follows:

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Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Variable lease costs include payments for taxes and common area maintenance charges.

On December 31, 2024, the Company terminated its long-term lease for its facility in Orlando, FL.

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Note 5 — Acquired Intangible Assets and Goodwill

The carrying basis and accumulated amortization of recognized intangible assets are summarized in the following table:

Non-compete agreements

The carrying basis and accumulated amortization of recognized intangible assets, excluding intangible assets which have been fully amortized, are summarized in the following table:

Customer list

Developed technology

License agreements

Amortization expense was $ 2.3 million and $ 2.8 million for 2025 and 2024, respectively.

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Restricted Stock Awards

In 2024, the Company awarded 12,900 restricted stock units to directors and 130,800 restricted stock units to employees.

In 2025, the Company awarded 18,000 restricted stock units to directors, 105,181 restricted stock units and 35,000 shares of restricted stock to employees.

The restricted stock units awarded to directors time vest over two years ( one -half one year from grant date and one -half two years from grant date) provided that the director is still a director of the Company at the vest date.

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All of the 2025 restricted stock units awarded to employees time vest over three years ( one -third one year from grant, one -third two years from grant and one -third three years from grant) provided that the employee is still employed by the Company on the vesting date.

The 35,000 shares of restricted stock were forfeited during the three months ended December 31, 2025.

The Company has elected to account for forfeitures when they actually occur.

A summary of restricted stock awards activity is as follows:

Number of Shares

Weighted Average Grant Date Fair Value

Weighted Average

Grant Date Fair Value

Non-vested stock units as of December 31, 2023

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Note 10 — Provision for Taxes

Income before taxes and the provision for taxes consisted of the following:

components of income before income tax expense for the year ended December 31, 2025 are as follows:

Income before taxes:

United States of America (U.S.A.)

Total income from continuing operations before income tax expense

Provision for taxes:

International

Total current income tax expense

International

Total deferred income tax expense

Total income tax expense

Income before taxes and the provision for taxes consisted of the following for the year ended December 31, 2024.

Income before taxes:

Provision (benefit) for taxes:

The provision for income taxes was computed based on income before taxes.

A reconciliation of the provision for income taxes to the amount computed using the statutory rate follows:

A reconciliation of the provision for income taxes to the amount computed using the statutory rate for the year ended December 31, 2025 follows:

Income tax at statutory rate

1 unchanged sentence

State tax expense, net of federal effect

Effect of changes in tax laws or rates enacted in the current period

Valuation allowances

Nontaxable items or nondeductible items

Stock based compensation

Other nontaxable or nondeductible items

Changes in unrecognized tax benefits

Recorded provision for income taxes

A reconciliation of the provision for income taxes to the amount computed using the statutory rate for the year ended December 31, 2024 follows:

Income tax at statutory rate

Increase (decrease) in income tax resulting from

State tax expense, net of federal effect

Federal true-ups

1 unchanged sentence

Sale of Harvard Sports

Captive insurance earnings

Incentive stock options

Recorded provision for income taxes

The Company’s state and local income tax expense for the year ended December 31, 2025, primarily relates to operations in the following jurisdictions:

California, Florida, and Illinois.

These states collectively represent more than 50% of the total state and local income tax expense recognized for the period.

The provision for income taxes was computed based on income before taxes.

In accordance with FASB ASC 740, the Company has no uncertain tax positions for the years ending December 31, 2025 and 2024.

Interest costs and penalties, when applicable, related to income taxes are classified as interest expense and selling, general and administrative costs, respectively in the Company’s financial statements.

The Company and its subsidiaries file income tax returns in the U.S.

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The Company has state, net of federal benefit, research tax credit carryforwards of $ 265 thousand as of December 31, 2025.

The state research tax credit carryforwards begin to expire in 2026.

A valuation allowance has been established in the amount of $ 322 thousand as of December 31, 2024 related to the state tax credit carryforwards, leaving an ending deferred, net of federal benefit, in the amount of zero .

The increase in the valuation allowance relates to the decrease in the projected tax liability which would be offset by the credit carryforward.

The state research tax credit carryforwards began to expire in 2025.

The related valuation allowance was decreased to the amount of $ 265 thousand as of December 31, 2025, leaving an ending deferred, net of federal benefit, in the amount of zero .

The decrease in the valuation allowance relates to the increase in the projected tax liability which would be offset by the credit carryforward.

The valuation allowance is based on the historical results and estimated future results of the Company, as it is the judgment of management not all of these tax carryforward attributes will be realized before they begin to expire.

At December 31, 2025, the Company had domestic federal income taxes receivable of $ 540 thousand and a domestic state income taxes receivable of $ 17 thousand.

At December 31, 2024, the Company had domestic federal income taxes receivable of $ 254 thousand, domestic state income taxes receivable of $ 211 thousand, and transition tax payable of $ 297 thousand recorded.

At December 31, 2023, the Company had domestic federal income taxes receivable of $ 150 thousand, domestic state income taxes payable of $ 62 thousand, and transition tax payable of $ 387 thousand recorded.

The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are as follows:

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Ending balance

The following table reconciles the total amounts of unrecognized tax benefits:

Balance at beginning of year

Closure of tax years

Balance at end of year

Deferred tax assets (liabilities) are included in the consolidated balance sheets as follows:

Deferred income tax asset – current

Deferred income tax asset (liability) – long-term

The total amount of unrecognized tax benefits, net of federal income tax benefits, were zero at December 31, 2025 and December 31, 2024.

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The Company has assessed its risk associated with all tax return positions and believes its tax reserve estimate reflects its best estimate of the deductions and positions it will be able to sustain, or it may be willing to concede as part of a settlement.

At this time, the Company does not anticipate any change in its tax reserves in the next twelve months.

The Company will continue to monitor the progress and conclusion of all audits and will adjust its estimated liability as necessary.

The following jurisdictions had income taxes paid (net of refunds) for the year ended December 31, 2025:

Federal Taxes Paid

State & Local Taxes Paid

Other States (Aggregate)

Total State and Local Taxes Paid

Total Income Taxes Paid, Net

Note 11 — Operating Segment and Geographic Information

The Company operates as one operating segment.

The Company’s chief operating decision maker (“CODM”) is its president and chief executive officer, who reviews financial information presented on a consolidated basis.

The Company’s chief operating decision maker (“CODM”) is its interim president and chief executive officer, who reviews financial information presented on a consolidated basis.

The CODM uses consolidated net sales and consolidated net income to assess financial performance and allocate resources.

7 unchanged sentences

Sporting Goods Segment Operating Income

Unallocated corporate (expense) income

Unallocated corporate expense

Total Operating Income

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All Other consists of general and administrative expenses not specifically related to the operating business segment.

The Company had net assets of $ 5.3 million located in Mexico as of December 31, 2023.

There were no assets in Mexico as of December 31, 2024.

During 2024 and 2023, the Company had one customer that accounted for approximately 19 % and 20 %, respectively, of the Company’s revenues.

During 2025 and 2024, the Company had one customer that accounted for approximately 19 % of the Company’s revenues.

During 2025 and 2024, the Company had another customer which accounted for approximately 11 % and 13 %, respectively, of the Company’s revenues.

As of December 31, 2025 and December 31, 2024, the Company had approximately 23 % and 25 %, respectively, of its total accounts receivable with one customer.

As of December 31, 2024, approximately 28 employees of the Company's labor force were covered by a collective bargaining agreement that expired on January 31, 2025.

The impact is expected to be immaterial to operations.

Net sales are attributed to country based on location of customer.

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The Company does not have long-term contracts that are satisfied over time.

The Company does not adjust the amount of consideration for the effects of significant financing components based on expectations that the period between when the sale of goods is recognized and when the customer pays for the goods will be one year or less.

Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract, satisfaction of the performance obligations, or transaction price.

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Total Net Sales

Note 15 — Subsequent Events

On February 6, 2025, the Board of Directors (the “Board”) of Escalade, Incorporated announced that Armin Boehm has agreed to become the Company’s new Chief Executive Officer and President.

Boehm is expected to commence his employment with Escalade on or about April 1, 2025.

Boehm has no family relationship with any other executive officer or director of Escalade.

Boehm has not been involved in any related party transaction with Escalade.

Note 15 — Acquisitions

In September 2025, the Company acquired substantially all of the Gold Tip assets from Revelyst, Inc.

Gold Tip is a leading brand for target archery, bow and crossbow hunting products.

The Gold Tip assets acquired at close included $ 1.5 million in trademarks and immaterial amounts of other assets.

The acquired trademarks will be amortized using the straight-line method over 20 years.

In December 2025, the Company acquired substantially all the assts of AllCornhole, a leading brand of cornhole bags and equipment for competitive cornhole.

The AllCornhole assets acquired at close included $ 0.4 million in trademarks and immaterial amounts of other assets.

The acquired trademarks will be amortized using the straight-line method over 20 years.

These acquisitions, individually and in total, were not and would not have been material to the Company’s net sales, results of operations or total assets during the year ended December 31, 2025.

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.

ESCALADE, INCORPORATED

/s/ Walter P.

March 10, 2025

President and Chief Executive Officer

/s/ Patrick J.

February 27, 2026

Interim President and Chief Executive Officer

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/ Walter P.

Chairman and Director and President and Chief Executive Officer

March 10, 2025

Chairman and Director

February 27, 2026

/s/ Katherine F.

March 10, 2025

February 27, 2026

/s/ Edward E.

March 10, 2025

February 27, 2026

/s/ Richard Baalmann, Jr.

March 10, 2025

February 27, 2026

Richard Baalmann, Jr.

/s/ Patrick Griffin

Patrick Griffin

March 10, 2025

/s/ Patrick J.

Director and Interim President and

Chief Executive Officer

February 27, 2026

/s/ Stephen R.

Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

March 10, 2025

Vice President and Chief Financial

February 27, 2026

Officer (Principal Financial and

Accounting Officer)

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