Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2025, pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the evaluation date.
There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended October 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The attestation report of our independent registered public accounting firm on our internal control over financial reporting is included in this report under Item 8. Financial Statements and Supplementary Data. Our management’s annual report on internal control over financial reporting is below.
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Management’s Annual Report on Internal Control over Financial Reporting
To the Shareholders and
Board of Directors
of Hurco Companies, Inc.
Management of Hurco Companies, Inc. (the “Company”) has assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Management is responsible for the Company’s financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting.
Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect misstatements. 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.
In management’s opinion, the Company’s internal control over financial reporting as of October 31, 2025, was effective based on the criteria specified above.
Our independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), which also audited our consolidated financial statements, audited the effectiveness of our internal control over financial reporting as of October 31, 2025. Deloitte has issued their attestation report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
/s/ Gregory S. Volovic
Gregory S. Volovic
President and Chief Executive Officer
/s/ Sonja K. McClelland
Sonja K. McClelland
Executive Vice President, Treasurer, and
Chief Financial Officer
Indianapolis, Indiana
January 9, 2026
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Item 9B. OTHER INFORMATION
Trading Arrangements
During the three months ended October 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the Securities and Exchange Commission’s rules).
Stock Price Performance Graph
The graph below matches the cumulative 5-Year total return of holders of Hurco Companies, Inc.'s common stock with the cumulative total returns of the Russell 2000 index, the NASDAQ Global Select index and a customized peer group of sixteen companies that includes: Ampco-Pittsburgh Corp, Broadwind Inc, Douglas Dynamics Inc, DMC Global Inc, Eastern Company, Energy Recovery Inc, Graham Corp, Helios Technologies Inc, Key Tronic Corp, Omega Flex Inc, Onto Innovation Inc, Proto Labs Inc, Transcat Inc, Twin Disc Inc, UFP Technologies Inc and Vishay Precision Group Inc. The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on October 31, 2020 and tracks it through October 31, 2025.
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10/31/2020
10/31/2021
10/31/2022
10/31/2023
10/31/2024
10/31/2025
Hurco Companies, Inc.
100.00
110.62
80.67
71.57
76.35
65.23
Russell 2000
100.00
150.80
122.84
112.32
150.59
172.30
NASDAQ Global Select
100.00
138.68
96.13
116.50
165.85
220.31
Peer Group
100.00
136.90
110.52
121.31
165.72
142.33
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
84
2026 Credit Agreement
Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are making the following disclosure under this Part II, Item 9B instead of filing a Current Report on Form 8-K under Item 1.01. Entry into a Material Definitive Agreement and Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On January 5, 2026, we entered into the 2026 Credit Agreement with Bank of America, N.A., as the lender. The 2026 Credit Agreement provides for a secured revolving credit and letter of credit facility in a maximum aggregate amount of $20.0 million. The 2026 Credit Agreement provides that the maximum amount of outstanding letters of credit at any one time may not exceed $10.0 million and the maximum amount of all outstanding loans denominated in alternative currencies at any one time may not exceed $20.0 million. Under the 2026 Credit Agreement, we are the borrower, and certain of our subsidiaries are guarantors. Our obligations under the 2026 Credit Agreement are secured by a security interest in substantially all of our personal property and substantially all of the personal property of each subsidiary guarantor. The scheduled maturity date of the 2026 Credit Agreement is December 31, 2026.
Borrowings under the 2026 Credit Agreement bear interest at floating rates based on, at our option, either (i) a rate based upon the SOFR, the Sterling Overnight Index Average Reference Rate, the Euro Interbank Offering Rate, or another alternative currency-based rate approved by the lender, depending on the term of the loan and the currency in which such loan is denominated, plus 2.50% per annum, or (ii) a base rate (which is the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate or (c) the one month SOFR-based rate plus 1.00%), plus 1.50% per annum. Outstanding letters of credit will carry an annual rate of 2.50%.
The 2026 Credit Agreement contains customary affirmative and negative covenants and events of default, including covenants (1) restricting us from making certain investments, loans, advances and acquisitions (but permitting us to make investments in subsidiaries of up to $10.0 million); (2) restricting us from making certain payments, including (a) cash dividends, except that we may pay cash dividends as long as immediately before and after giving effect to such payment, the sum of the unused amount of the commitments under the 2026 Credit Agreement plus our cash on hand is not less than $10.0 million, we are in pro forma compliance with the maximum consolidated leverage ratio covenant as described below, and we are not in default before and after giving effect to such dividend payments and (b) payments made to repurchase shares of our common stock, except that we may repurchase shares of our common stock as long as we are not in default before and after giving effect to such repurchases and the aggregate amount of payments made by us for all such repurchases during any fiscal year does not exceed $10.0 million; and (3) requiring that we maintain a maximum consolidated leverage ratio of total debt to EBITDA no greater than 2.00 to 1.00, with EBITDA defined as the greater of (i) consolidated EBITDA for the most recently completed measurement period and (ii) $1.00. We may use the proceeds from advances under the 2026 Credit Agreement for general corporate purposes.
The foregoing summary of the 2026 Credit Agreement is qualified in its entirety by reference to the complete terms and provisions of the 2026 Credit Agreement, which is filed herewith as Exhibit 10.19 and is incorporated herein by reference.
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Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
PART III
Item 10 . DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2026 annual meeting of shareholders except that the information required by Item 10 regarding our executive officers is included herein under the caption “Information about our Executive Officers” at the end of Part I.
Item 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2026 annual meeting of shareholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2026 annual meeting of shareholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2026 annual meeting of shareholders.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2026 annual meeting of shareholders.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements . The following consolidated financial statements of the Company are included herein under Item 8 of Part II:
Page
Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP, PCAOB Firm ID No . 000 34
47
Report of Independent Registered Public Accounting Firm – RSM US LLP, PCAOB Firm ID No. 000 49
50
Consolidated Statements of Operations – years ended October 31, 2025, 2024, and 2023
51
Consolidated Statements of Comprehensive Income ( Loss) – years ended October 31, 2025, 2024 and 2023
52
Consolidated Balance Sheets – as of October 31, 2025 and 2024
53
Consolidated Statements of Cash Flows – years ended October 31, 2025, 2024 and 2023
54
Consolidated Statements of Changes in Shareholders’ Equity – years ended October 31, 20 25, 2024 and 2023
55
Notes to Consolidated Financial Statements
56
2. Financial Statement Schedule . The following financial statement schedule is included in this Item.
Schedule II – Valuation and Qualifying Accounts and Reserves
for the Years Ended October 31, 2025, 2024 and 2023
(Dollars in thousands)
Charged to/
(Recovered
Balance at
from)
Charged
Balance
Beginning
Costs and
to Other
at End
Description
of Period
Expenses
Accounts
Deductions
of Period
Allowance for doubtful accounts for the year ended:
October 31, 2025
$
1,482
$
174
$
—
$
422
(1)
$
1,234
October 31, 2024
$
1,518
$
214
$
—
$
250
(1)
$
1,482
October 31, 2023
$
1,486
$
79
$
—
$
47
(1)
$
1,518
Income tax valuation allowance for the year ended:
October 31, 2025
$
9,203
$
6,380
$
—
$
2,339
$
13,244
October 31, 2024
$
1,810
$
8,590
$
—
$
1,197
$
9,203
October 31, 2023
$
1,754
$
249
$
—
$
193
$
1,810
(1) Receivable write–offs .
All other financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
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(b) Exhibits
EXHIBITS INDEX
Exhibits Filed . The following exhibits are filed with this report:
4.1
Description of the Company’s Common Stock .
10.1
Credit Agreement, dated as of January 5, 2026, among Hurco Companies, Inc., as the Borrower, certain subsidiaries party thereto, as the Guarantors, the Lenders party thereto and Bank of America, N.A., as the Administrative Agent.
21.1
Subsidiaries of the Registrant.
23.1
Consent of Independent Registered Public Accounting Firm, Deloitte and Touche, LLP.
23.2
Consent of Independent Registered Public Accounting Firm, RSM US LLP.
31.1
Certification by the Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2
Certification by the Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1
Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income (Loss); (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Shareholders’ Equity; (vi) Notes to Consolidated Financial Statements; and (vii) information set forth under “Trading Arrangements” in Part II, Item 9B.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
88
Exhibits Incorporated by Reference . The following exhibits are incorporated into this report:
3.1
Amended and Restated Articles of Incorporation of the Registrant, as amended effective March 15, 2024, incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2024.
3.2
Amended and Restated By-Laws of the Registrant as amended through March 15, 2024 incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2024.
10.2*
Hurco Companies, Inc. 2016 Equity Incentive Plan, as amended and restated as of March 10, 2022, as further amended March 13, 2025 incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on March 13, 2025.
10.3*
Form of Restricted Stock Agreement (Director) under the 2016 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 10, 2016.
10.4*
Form of Restricted Stock Award Agreement (Employee) under the 2016 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2017.
10.5*
Form of Performance Stock Unit Award Agreement (Employee) under the 2016 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2017.
10.6*
Hurco Companies, Inc. Cash Incentive Plan, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 10, 2016.
10.7*
Employment Agreement dated March 15, 2012, between Hurco Companies, Inc. and Michael Doar, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.
10.8*
First Amendment to Employment Agreement, dated as of November 11, 2021, by and between Hurco Companies, Inc. and Michael Doar, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 17, 2021.
10.9*
Employment Agreement dated March 15, 2012, between Hurco Companies, Inc. and Gregory S. Volovic, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.
10.10*
First Amendment to Employment Agreement, dated as of November 11, 2021, by and between Hurco Companies, Inc. and Gregory S. Volovic, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 17, 2021.
10.11*
Employment Agreement dated March 15, 2012, between Hurco Companies, Inc. and Sonja K. McClelland, incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed March 16, 2012.
10.12*
Hurco Companies, Inc. 2008 Equity Incentive Plan, incorporated by reference to Appendix A of the Registrant’s definitive Proxy Statement on Schedule 14A filed January 28, 2008.
10.13*
Form of restated split-dollar insurance agreement, incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2008.
10.14
Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc. and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018.
10.15
First Amendment to Credit Agreement, dated as of March 13, 2020, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc. and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 13, 2020 .
89
10.16
Second Amendment to Credit Agreement, dated as of December 23, 2020, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc. and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 29, 2020.
10.17
Third Amendment to Credit Agreement, dated as of December 17, 2021, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc. and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 23, 2021.
10.18
Fourth Amendment to Credit Agreement, dated as of January 4, 2023, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc. and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 6, 2023.
10.19
Fifth Amendment to Credit Agreement, dated as of December 19, 2023, to the Credit Agreement, dated as of December 31, 2018, among Hurco Companies, Inc. and Hurco B.V., as the Borrowers, certain subsidiaries party thereto, as the Guarantors, and Bank of America, N.A., as the Lender, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 22, 2023.
19.1
Hurco Companies, Inc. Insider Trading Policy incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2023.
97.1
Hurco Companies, Inc. Compensation Recovery Policy incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for the year ended October 31, 2023.
*
The indicated exhibit is a management contract, compensatory plan, or arrangement required to be listed by Item 601 of Regulation S-K.
Item 16. FORM 10-K SUMMARY
None.
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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, this 9th day of January, 2026.
HURCO COMPANIES, INC.
By:
/s/ Sonja K. McClelland
Sonja K. McClelland
Executive Vice President, Treasurer and
Chief Financial Officer
91
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 and Title(s)
Date
/s/ Gregory S. Volovic
January 9, 2026
Gregory S. Volovic
Chief Executive Officer, President and Director of Hurco Companies, Inc.
(Principal Executive Officer)
/s/ Sonja K. McClelland
January 9, 2026
Sonja K. McClelland
Executive Vice President, Treasurer and
Chief Financial Officer of Hurco Companies, Inc.
(Principal Financial Officer)
/s/ HaiQuynh Jamison
January 9, 2026
HaiQuynh Jamison
Corporate Controller of Hurco Companies, Inc.
(Principal Accounting Officer)
/s/ Michael Doar
January 9, 2026
Michael Doar, Executive Chairman of the Board
/s/ Cynthia Dubin
January 9, 2026
Cynthia Dubin, Director
/s/ Timothy J. Gardner
January 9, 2026
Timothy J. Gardner, Director
/s/ Jay C. Longbottom
January 9, 2026
Jay C. Longbottom, Director
/s/ Richard Porter
January 9, 2026
Richard Porter, Director
/s/ Benjamin Rashleger
January 9, 2026
Benjamin Rashleger, Director
/s/ Janaki Sivanesan
January 9, 2026
Janaki Sivanesan, Director
92