What changed in this filing

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Item 9A. Controls and Procedures

2025-09-16 compared with 2024-09-27 · 44 added, 41 removed, 76 unchanged (53% of the section changed)

1 unchanged sentence

Evaluation of Controls and Procedures

(a) The Company's management, with the participation

of the Company's chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure

controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period

covered by this Annual Report on Form 10-K.

Based on such evaluation, our chief executive officer and chief financial officer have concluded

that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(a) The Company's management, with the

participation of the Company's Chief Executive Officer and Principal Financial Officer, carried out an evaluation of the

effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive

Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of

the period covered by this report.

(b) There have been no changes in our internal

13 unchanged sentences

Under the supervision and with the participation

of our management, including the principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness

of our management, including the Chief Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness

of our internal control over financial reporting using the criteria set forth in Internal Control-Integrated Framework issued by the Committee

19 unchanged sentences

Exhibits, Financial Statement Schedules,

Certificate of incorporation and all amendments

thereto (incorporated by reference to Exhibit

Certificate of incorporation

and all amendments thereto (incorporated by reference to Exhibit

3.1 to Espey’s Report on Form 10-K for the year ended June 30, 2004 and Report

on Form 10-Q for the quarter ended December 31, 2004 )

Amended and Restated By-Laws (incorporated by reference

to Exhibit 3.2 to Espey’s Report on Form 8-K dated September 21, 2020 )

Description of Capital Stock ( incorporated by reference to Espey's Report on Form 8-K dated October 7, 2005 )

2007 Stock Option and Restricted Stock Plan ( incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting )

2017 Stock Option and Restricted Stock Plan ( incorporated by reference to Espey’s Proxy Statement dated October 27, 2017 for the December 1, 2017 Annual Meeting )

Executive Employment Agreement with David O’Neil ( incorporated by reference to Exhibit 10.13 on Espey’s Report on Form 8 –K dated June 10, 2024 )

Executive Employment Agreement with Peggy Murphy ( incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 10 –Q dated February 14, 2022 )

Employment Agreement dated January 16, 2018 with Patrick

( incorporated by reference to Exhibit 10.16 on Espey’s Report on Form 8-K dated January 16, 2018 )

First Amendment to Employment Agreement dated January

16, 2018 with Patrick Enright, Jr.

( incorporated by reference to Exhibit 10.16 on Espey’s Report on Form 8-K dated

October 12, 2021 )

Stock Purchase Agreement dated as of December 1, 2020

between Espey Mfg.

Amended and Restated By-Laws

( incorporated by reference to Exhibit 3.2 to Espey’s Report on Form 8 -K dated September 21, 2020 )

Description of Capital Stock

( incorporated

by reference to Espey's Report on Form 8-K dated October 7, 2005 )

2007 Stock Option and Restricted

Stock Plan ( incorporated by reference to Espey’s Proxy Statement dated October 23, 2007 for the November 30, 2007 Annual Meeting )

2017 Stock Option and Restricted

Stock Plan ( incorporated by reference to Espey’s Proxy Statement dated October 27, 2017 for the December 1, 2017 Annual Meeting )

Employment Agreement dated September 8, 2025 with David O’Neil (filed herewith)

Employment Agreement with Peggy Murphy ( incorporated by reference to Exhibit 10.14 on Espey’s Report on Form 10–Q dated February 14, 2022 )

Stock Purchase Agreement dated

as of December 1, 2020 between Espey Mfg.

& Electronics Corp.

1 unchanged sentence

& Electronics Corp.

Employee Retirement Plan Trust

( incorporated by reference to Exhibit 10.18 on Espey’s Report on Form 8-K dated December 1, 2020 )

ESOP Loan Agreement dated as of December 1, 2020 between

The Trustees of Espey Mfg.

Retirement Plan Trust ( incorporated by reference to Exhibit 10.18 on Espey’s Report on Form 8-K dated December 1, 2020 )

ESOP Loan Agreement dated as of

December 1, 2020 between The Trustees of Espey Mfg.

& Electronics Corp.

Employee Retirement Plan Trust and Espey Mfg.

& Electronics Corp.

( incorporated

by reference to Exhibit 10.19 on Espey’s Report on Form 8-K dated December 1, 2020 )

Executive Employment Agreement with Katrina L.

Sparano ( incorporated by reference to Exhibit 10.20

on Espey’s Report on Form 8 –K dated January 1, 2022 )

& Electronics

( incorporated by reference to Exhibit 10.19 on Espey’s Report on Form 8-K dated December 1, 2020 )

Employment Agreement dated January 1, 2022 with Katrina L.

Sparano ( incorporated by reference to Exhibit 10.20 on Espey’s Report on Form 8–K dated January 1, 2022 )

Employment Agreement dated March 15, 2025 with Jennifer M.

Pickering (filed herewith)

Employment Agreement dated March 15, 2025 with Kaitlyn O’Neil (filed herewith)

Code of ethics (incorporated by reference to Espey’s

website www.espey.com)

Policy on Insider Trading (Revised March 8, 2024) (filed herewith)

Consent of Freed Maxick CPAs, P.C.

Policy on Insider Trading (Revised March 8, 2024) ( incorporated

by reference to Exhibit 19.1 on Espey’s Report on Form 10 –K dated September 27, 2024 )

Consent of Freed Maxick, P.C.

(filed herewith)

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Policy Related to Recovery of Erroneously Awarded Compensation (filed herewith)

Policy Related to Recovery of Erroneously Awarded Compensation

( incorporated

by reference to Exhibit 19.1 on Espey’s Report on Form 10 –K dated September 27, 2024 )

S I G N A T U R E S

5 unchanged sentences

September 16, 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.

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/David O’Neil

1 unchanged sentence

September 16, 2025

/s/Katrina Sparano

/s/Kaitlyn O’Neil

Principal Financial Officer

Katrina Sparano

Kaitlyn O’Neil

September 16, 2025

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures