What changed in this filing

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Item 9A. Controls and Procedures

2025-12-23 compared with 2024-12-30 · 73 added, 43 removed, 103 unchanged (53% of the section changed)

11 unchanged sentences

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Company assets that could have a material effect on financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable, not absolute, assurance with respect to financial statement preparation and

presentation.

Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate as a result of changes in conditions or deterioration in the degree of compliance.

1 unchanged sentence

This assessment was based on criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework (2013),” issued by the Committee on Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management believes that, as of September 30, 2024, internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Based on this assessment,

management believes that, as of September 30, 2025, internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Other Information

3 unchanged sentences

The Company has adopted a written code of business conduct and ethics, known as the Company’s code of conduct, which applies to all of its directors, officers, and employees, including its Chief Executive Officer, its President, and its Chief Financial Officer.

The Company’s code of conduct is available on its website, www.innovative-ss.com (under the “Investor Relations ─Corporate Governance” tab ).

The Company’s code of conduct is available on its website, www.iascorp.com (under the “Company ─Corporate Governance” tab ).

The code of conduct may also be obtained by contacting investor relations at (610) 646 9800.

19 unchanged sentences

Exhibit Title

Asset Purchase and License Agreement, dated June 30, 2023, by and between IS&S and Honeywell International Inc.

Asset Purchase and License Agreement, dated June 30, 2023, by and between Innovative Solutions & Support, Inc.

and Honeywell International Inc.

Amendment No.

8 unchanged sentences

Asset Purchase and License Agreement, dated September 27, 2024, by and between Innovative Solutions and Support, Inc., and Honeywell International Inc.

Articles of Incorporation of IS&S.

Articles of Amendment, filed April 17, 2023, to the Articles of Incorporation of IS&S (5)

Amended and Restated Bylaws of IS&S (6)

Description of Capital Stock

Rights Agreement, dated September 12, 2022, between IS&S and Broadridge Corporate Issuer Solutions, Inc.

Amendment to Rights Agreement, dated September 1, 2023, between IS&S and Broadridge Corporate Issuer Solutions, Inc.

Amendment to Rights Agreement, dated September 9, 2024, between IS&S and Broadridge Corporate Issuer Solutions, Inc.

Employment Agreement, dated February 14, 2012, between IS&S and Shahram Askarpour (10)

First Amendment to Employment Agreement between IS&S and Shahram Askarpour dated September 6, 2024 (11)

IS&S Amended and Restated 2019 Stock-Based Incentive Compensation Plan (2)

Articles of Incorporation of I nnovative Solutions and Support, Inc .

Articles of Amendment, filed April 17, 2023, to the Articles of Incorporation of Innovative Solutions and Support, Inc.

Amended and Restated Bylaws of Innovative Solutions and Support, Inc.

Description of Capital Stock (filed herewith)

Rights Agreement, dated September 12, 2022, between Innovative Solutions and Support, Inc.

and Broadridge Corporate Issuer Solutions, Inc.

Amendment to Rights Agreement, dated September 1, 2023, between Innovative Solutions and Support, Inc.

and Broadridge Corporate Issuer Solutions, Inc.

Amendment to Rights Agreement, dated September 9, 2024, between Innovative Solutions & Support, Inc.

and Broadridge Corporate Issuer Solutions, Inc.

Employment Agreement, dated February 14, 2012, between Innovative Solutions & Support, Inc.

and Shahram Askarpour (12)

First Amendment to Employment Agreement between Innovative Solutions and Support, Inc.

and Shahram Askarpour dated September 6, 2024 (13)

Innovative Solutions & Support, Inc.

Amended and Restated 2019 Stock-Based Incentive Compensation Plan (14)

Offer Letter with Jeffrey DiGiovanni, dated March 18, 2024 (14)

Restricted Stock Unit Award Agreement, dated June 19, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc.

Change in Control Agreement, June 20, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc.

Performance Stock Unit Award Agreement dated November 20, 2024.

Change in Control Agreement, dated as of June 20, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc.

Performance Stock Unit Award Agreement dated November 20, 2024 by and between Shahram Askarpour and Innovative Solutions and Support, Inc.

Form of Non-Qualified Stock Option Agreement (19)

1 unchanged sentence

Amendment to Loan Documents, dated June 28, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (21)

Term Note, executed June 28, 2023, by Innovative Solutions and Support, Inc.

Term Note, dated as of June 28, 2023, by Innovative Solutions and Support, Inc.

and Innovative Solutions and Support, LLC (22)

Revolving Line of Credit Note, executed May 11, 2023, by Innovative Solutions and Support, Inc.

Revolving Line of Credit Note, dated as of May 11, 2023, by Innovative Solutions and Support, Inc.

and Innovative Solutions and Support, LLC (23)

8 unchanged sentences

and Stifel, Nicolaus & Company, Incorporated (30)

Credit Agreement, dated as of July 18, 2025, among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, the other loan parties party thereto, the lenders party thereto, and JP Morgan Chase Bank, N.A., as administrative agent (31)

Insider Trading Policy (32)

Subsidiaries of IS&S.

Consent of Grant Thornton LLP

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)

Subsidiaries of Innovative Solutions and Support, Inc.

(filed herewith)

Consent of Grant Thornton LLP (filed herewith)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith )

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (filed herewith)

Certification Pursuant to U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy (filed herewith)

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Clawback Policy (33)

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

7 unchanged sentences

The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

(1) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023.

(2) Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

(3) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on October 03, 2024.

(4) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2007.

(5) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on April 18, 2023.

(6) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2018.

(7) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2022.

(8) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2023.

(9) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 10, 2024.

(10) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2012.

(11) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2024.

(12) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2024.

(13) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2024.

(14) Incorporated by reference from the Registrant’s Quarterly Rerport on Form 10-Q filed with the SEC on May 14, 2024.

(15) Incorporated by reference from the Registrant’s Proxy Statement filed with the SEC on January 28, 2019.

(16) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2023.

(17) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2023.

(18) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 22, 2023.

(1) Incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024 .

(2) Incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024 .

(3) Incorporated by reference to Exhibit 2.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

(4) Incorporated by reference to Exhibit 2.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

(5) Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2024.

(6) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2007.

(7) Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 18, 2023.

(8) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2018.

(9) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2022.

(10) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2023.

(11) Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 10, 2024.

(12) Incorporated by reference to Exhibit 5.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2012.

(13) Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2024.

(14) Incorporated by reference to Exhibit 10,1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

(15) Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2024.

(16) Incorporated by reference to Exhibit 10,2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

(17) Incorporated by reference to Exhibit 10,3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

(18) Incorporated by reference to Exhibit 5.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2024.

(19) Incorporated by reference to Exhibit 10,3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024.

(20) Incorporated by reference to Exhibit 10,4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024.

(21) Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023.

(22) Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023.

(23) Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023.

(24) Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2023.

(25) Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2023.

(26) Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2023.

(27) Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 3, 2024.

(28) Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 3, 2024.

(29) Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 3, 2024.

(30) Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 22, 2023.

(31) Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 22, 2025.

(32) Incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on December 30, 2024.

(33) Incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed with the SEC on December 30, 2024.

Form 10-K Summary

23 unchanged sentences

December 22, 2025

/s/ Denise Devine

December 22, 2025

Denise Devine

/s/ Richard Silfen

December 22, 2025

Richard Silfen

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