What changed in this filing

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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-02-27 · 92 added, 61 removed, 87 unchanged (64% of the section changed)

14 unchanged sentences

During the quarter ended December 31, 2024 , none of our directors or executive officers adopted, modified or terminated a "Rule 10b5 - 1 trading arrangement" or a "non-Rule 10b5 - 1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.

As previously disclosed, on December 29, 2021, the Company acquired 3,129,081 common shares of its strategic investee, LINICO Corporation, from the former chief executive officer and director of LINICO, Michael Vogel and, at that time, the Company became the owner of 90% of the fully-diluted outstanding capital stock of LINICO.

Vogel resigned from LINICO as a member of its board of directors and in all other capacities, effective as of such date.

In connection with the acquisition of the LINICO shares, the Company agreed to deliver $7,258,162 of consideration to Mr.

As of February 28, 2025, $3,218,853 remained outstanding to Mr.

On February 28, 2025, the Company agreed to make cash payments of $148,853 and issue common shares of the Company valued at $2,200,000 to settle all amounts payable to Mr.

Vogel in full.

If and to the extent that the sale of the shares of the Company's common stock results in net proceeds greater than $2,200,000, then Mr.

Vogel is required to pay all of such excess proceeds to the Company.

If and to the extent that the sale of the Company's common stock results in net proceeds less than $2,200,000, then the Company is required to pay cash to Mr.

Vogel equal to such shortfall.

In March 2025, the Company plans to issue to Mr.

Vogel 775,000 shares of its common stock.

The Company further agreed to register the Company's common stock for resale by Mr.

Vogel under the Securities Act of 1933, as amended.

The settlement is designed to fully satisfy the existing obligation of over $3.2 million.

The required information is also included in Exhibit 10.85 to this report.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

Directors of the Registrant

Information concerning our directors is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning our directors is set forth in our 2025 Definitive Proxy Statement under the headings “Election of Directors” and “Delinquent Section 16(A) Reports” and is incorporated herein by this reference.

Executive Officers of the Registrant

1 unchanged sentence

Compliance with Section 16(a) of the Exchange Act

Information on compliance with Section 16(a) of the Exchange Act is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information on compliance with Section 16(a) of the Exchange Act is set forth in our 2025 Definitive Proxy Statement under the heading “Delinquent Section 16(A) Reports” and is incorporated herein by this reference.

Code of Ethics

Information concerning the code of ethics, or code of business conduct, is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the code of ethics, or code of business conduct, is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

Our Code of Conduct and Ethics can be accessed on our website at www.comstockinc.com and is also available from our corporate secretary upon request.

Information on our website is not incorporated by reference in this Annual Report.

Insider Trading Policies and Procedures

Information concerning our insider trading policies and procedures is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Nominating Procedures

Information concerning the nominating procedures is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the nominating procedures is set forth in our 2025 Definitive Proxy Statement under the headings “Corporate Governance Principles and Board Matters” and “Shareholder Proposals” and is incorporated herein by this reference.

The Audit and Finance Committee

Information concerning the Audit and Finance Committee is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the Audit and Finance Committee is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

The Audit and Finance Committee Financial Experts

Information concerning the Audit and Finance Committee Financial Experts is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the Audit and Finance Committee Financial Experts is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

The Executive Compensation Committee

Information concerning the Executive Compensation Committee is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the Executive Compensation Committee is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

The Corporate Governance Committee

Information concerning the Corporate Governance Committee is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the Corporate Governance Committee is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

The Executive Committee

Information concerning the Executive Committee is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the Executive Committee is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

Committee Charters

The full text of our Audit and Finance Committee charter, Executive Compensation Committee charter, Corporate Governance Committee charter and Executive Committee charter are published on and may be printed from our website at www.comstockinc.com and are also available from our corporate secretary upon request.

Information on our website is not incorporated by reference in this Annual Report.

ITEM 11 EXECUTIVE COMPENSATION

Information on executive compensation is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

Information on executive compensation is set forth in our 2025 Definitive Proxy Statement under the heading “Executive Compensation” and is incorporated herein by this reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

Information concerning the ownership of certain beneficial owners is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information concerning the ownership of certain beneficial owners is set forth in our 2025 Definitive Proxy Statement under the heading “Delinquent Section 16(A) Reports” and is incorporated herein by this reference.

Security Ownership of Management

Information on security ownership of directors and officers is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information on security ownership of directors and officers is set forth in our 2025 Definitive Proxy Statement under the heading “Delinquent Section 16(A) Reports” and is incorporated herein by this reference.

Equity Compensation Plan Information

Information on equity compensation plans is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

Information on certain relationships and related transactions and director independence is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information on equity compensation plans is set forth in our 2025 Definitive Proxy Statement under the heading “Executive Compensation” and is incorporated herein by this reference.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information on certain relationships and related transactions and director independence is set forth in our 2025 Definitive Proxy Statement under the heading “Corporate Governance Principles and Board Matters” and is incorporated herein by this reference.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information on the principal accountant’s fees and services is set forth in our 2024 Definitive Proxy Statement and is incorporated herein by this reference.

Information on the principal accountant’s fees and services is set forth in our 2025 Definitive Proxy Statement under the heading “The Audit and Finance Committee Report” and is incorporated herein by this reference.

ITEM 15 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial statements and notes are filed as part of this annual report on Form 10K:

Report of Independent Registered Public Accounting Firm (Assure CPA, LLP, Spokane, WA, PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Index to Exhibits

Number Exhibit

3.1 Articles of Incorporation (previously filed with Securities and Exchange Commission on June 2, 2022 as exhibit 3.1 to the Company's Current Form 8-K (file number 001-35200/fil m number 22988695) and incorporated herein by reference)

3.2 Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on June 2, 2022 as exhibit 3.2 to the Company’s Current Report on Form 8-K (file number 001-35200/fil m number 22988695) and incorporated herein by reference)

Articles of Incorporation (previously filed with Securities and Exchange Commission on June 2, 2022 as Exhibit 3.1 to the Company's Current Form 8-K (file number 001-35200/film number 22988695) and incorporated herein by reference)

Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on June 2, 2022 as Exhibit 3.2 to the Company’s Current Report on Form 8-K (file number 001-35200/film number 22988695) and incorporated herein by reference)

Comstock Inc.

2022 Equity Incentive Plan (previously filed with the Securities and Exchange Commission on April 15, 2022 as Annex B to the Company’s Definitive Proxy Statement on Schedule 14A (file number 001-35200/fi lm number 22828907) and incorporated herein by reference)

10.3# Employment Agreement, dated as of April 21, 2010, between the Company and Corrado De Gasperis (previously filed with the Securities and Exchange Commission on April 26, 2010 as exhibit 10.1 to the Company’s Form 8-K (file number 000-32429/fi lm number 10769447) and incorporated herein by reference)

10.4 Limited Liability Company Operating Agreement of Northern Comstock LLC, dated as of October 19, 2010 (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 10.5 to the Company’s Form 8-K (file number 000-32429/ fil m number 101134166) and incorporated herein by reference)

10.5 First Amendment to the Limited Liability Company Operating Agreement of Northern Comstock LLC, dated August 27, 2015 (previously filed with the Securities and Exchange Commission on August 27, 2015 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/fi lm number 151077115) and incorporated herein by reference)

2022 Equity Incentive Plan (previously filed with the Securities and Exchange Commission on April 15, 2022 as Annex B to the Company’s Definitive Proxy Statement on Schedule 14A (file number 001-35200/film number 22828907) and incorporated herein by reference)

Employment Agreement, dated as of April 21, 2010, between the Company and Corrado De Gasperis (previously filed with the Securities and Exchange Commission on April 26, 2010 as Exhibit 10.1 to the Company’s Form 8-K (file number 000-32429/film number 10769447) and incorporated herein by reference)

Limited Liability Company Operating Agreement of Northern Comstock LLC, dated as of October 19, 2010 (previously filed with the Securities and Exchange Commission on October 21, 2010 as Exhibit 10.5 to the Company’s Form 8-K (file number 000-32429/ film number 101134166) and incorporated herein by reference)

First Amendment to the Limited Liability Company Operating Agreement of Northern Comstock LLC, dated August 27, 2015 (previously filed with the Securities and Exchange Commission on August 27, 2015 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 151077115) and incorporated herein by reference)

Second Amendment to the Limited Liability Company Operating Agreement of Northern Comstock LLC, dated September 28, 2015 (previously filed with the Securities and Exchange Commission on October 23, 2015 as Exhibit 10.1 to the Company's Form 10-Q (file number 001-35200/ film number 151173376) and incorporated herein by reference)

2 unchanged sentences

2 To Employment Agreement dated January 31, 2014 (previously filed with the Securities and Exchange Commission on March 21, 2014 as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 001-35200/film number 14707727) and incorporated by reference herein)

10.38 Membership Interest Purchase Agreement, dated June 24, 2021, between Quantum Generative Materials LLC and Comstock Mining Inc.

(previously filed with the Securities and Exchange Commission on June 28, 2021 as exhibit 10.

1 to the Company’s Form 8-K (file number 001-35200/film number 211053603) and incorporated herein by reference)

10.39 Limited Liability Company Operating Agreement of Quantum Generative Materials LLC, dated June 24, 2021 (previously filed with the Securities and Exchange Commission on June 28, 2021 as exhibit 10.

2 to the Company’s Form 8-K (file number 001-35200/film number 211053603) and incorporated herein by reference)

Securities Exchange Agreement, dated September 7, 2021 between Comstock Mining Inc., Plain Sight Innovations Corporation, Triple Point Asset Management LLC and Global Catalytic Disruptor Fund LLC (previously filed with Securities and Exchange Commission on September 9, 2021 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 21143134), and incorporated herein by reference)

8 unchanged sentences

First Amendment to Second Amended and Restated Membership Interest Purchase Agreement dated May 11, 2023 (previously filed with Securities and Exchange Commission on May 15, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 23923059 and incorporated herein by reference)

10.53 Third Amended and Restated Membership Interest Purchase Agreement , dated J une 30, 2023 (previously filed with Securities and Exchange Commission on July 6, 2023 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231071455 and incorporated herein by reference)

Third Amended and Restated Membership Interest Purchase Agreement, dated June 30, 2023 (previously filed with Securities and Exchange Commission on July 6, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231071455 and incorporated herein by reference)

Mineral Exploration and Mining Lease Agreement, dated June 30, 2023 (previously filed with Securities and Exchange Commission on July 6, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231071513 and incorporated herein by reference)

10.55 Promissory Note, dated November 12 , 2023, between Comstock Inc.

and Alvin Fund LLC (previously filed with Securities and Exchange Commission on November 13, 2023 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231399497 and incorporated herein by reference)

8.0% Convertible Promissory Note due March 27, 2025, dated December 27, 2023 (previously filed with Securities and Exchange Commission on December 27, 2023 as Exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 231518383 and incorporated herein by reference)

2 unchanged sentences

Stock Redemption Agreement, dated December 19, 2023 (previously filed with Securities and Exchange Commission on December 26, 2023 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 231513556 and incorporated herein by reference)

10.61 Amendment to Convertible Note Term Sheet , February 12, 2024 (previously filed with Securities and Exchange Commission on February 14, 2024 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 24639438 and incorporated herein by reference)

21* Subsidiaries

Amendment to Convertible Note Term Sheet, dated February 12, 2024 (previously filed with Securities and Exchange Commission on February 14, 2024 as Exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 24639438 and incorporated herein by reference)

First Amendment to License Agreement, dated April 2, 2024 (previously filed with the Securities and Exchange Commission on April 8, 2024 as Exhibit 10.1 to the Company’ s Form 8-K (file number 001-35200/film number 24829894 and incorporated herein by reference)

2022 Alvin Fund Note Amendment, dated April 22, 2024 (previously filed with the Securities and Exchange Commission on April 24, 2024 as Exhibit 10.1 to the Company’ s Form 10-Q (file number 001-35200/film number 24892121 and incorporated herein by reference)

2023 Alvin Fund Note Amendment, dated April 22, 2024 (previously filed with the Securities and Exchange Commission on April 24, 2024 as Exhibit 10.2 to the Company’ s Form 10-Q (file number 001-35200/film number 24892121 and incorporated herein by reference)

GHF Note Amendment, dated April 22, 2024 (previously filed with the Securities and Exchange Commission on April 24, 2024 as Exhibit 10.3 to the Company’ s Form 10-Q (file number 001-35200/film number 24892121 and incorporated herein by reference)

Alvin Fund Warrant Agreement Amendment, dated April 22, 2024 (previously filed with the Securities and Exchange Commission on April 24, 2024 as Exhibit 10.4 to the Company’s Form 10-Q (file number 001-35200/film number 24892121 and incorporated herein by reference)

First GHF Warrant Agreement Amendment, dated April 22, 2024 (previously filed with the Securities and Exchange Commission on April 24, 2024 as Exhibit 10.5 to the Company’ s Form 10-Q (file number 001-35200/film number 24892121 and incorporated herein by reference)

Second GHF Warrant Agreement Amendment, dated April 22, 2024 (previously filed with the Securities and Exchange Commission on April 24, 2024 as Exhibit 10.6 to the Company’ s Form 10-Q (file number 001-35200/film number 24892121 and incorporated herein by reference)

Third GHF Warrant Agreement Amendment, dated April 22, 2024 (previously filed with the Securities and Exchange Commission on April 24, 2024 as Exhibit 10.7 to the Company’ s Form 10-Q (file number 001-35200/film number 24892121 and incorporated herein by reference)

RenFuel Securities Purchase Agreement, dated April 19, 2024 (previously filed with the Securities and Exchange Commission on April 24, 2024 as Exhibit 10.1 to the Company’ s Form 8-K (file number 001-35200/film number 24870733 and incorporated herein by reference)

Memorandum of Understanding, dated April 25, 2024 (previously filed with the Securities and Exchange Commission on April 30, 2024 as Exhibit 10.1 to the Company’ s Form 8-K (file number 001-35200/film number 24897558 and incorporated herein by reference)

Securities Purchase Agreement, dated July 19, 2024 (previously filed with the Securities and Exchange Commission on July 19, 2024 as Exhibit 10.1 on the Company’ s Form 8-K (file number 001-35200/film number 241126014 and incorporated herein by reference)

Convertible Note, dated July 19, 2024 (previously filed with the Securities and Exchange Commission on July 19, 2024 as Exhibit 10.2 on the Company’ s Form 8-K (file number 001-35200/film number 241126014 and incorporated herein by reference ).

Securities Purchase Agreement, dated September 19, 2024 (previously filed with the Securities and Exchange Commission on September 19, 2024 as Exhibit 10.1 on the Company’ s Form 8-K (file number 001-35200/film number 241309043 and incorporated herein by reference)

Convertible Note, dated September 19, 2024 (previously filed with the Securities and Exchange Commission on September 19, 2024 as Exhibit 10.2 on the Company’ s Form 8-K (file number 001-35200/film number 241309043 and incorporated herein by reference)

License Agreement, dated October 1, 2024 (previously filed with the Securities and Exchange Commission on October 2, 2024 as Exhibit 10.1 on the Company’ s Form 8-K (file number 001-35200/film number 241345199 and incorporated herein by reference)

Letter Agreement, dated October 1, 2024 (previously filed with the Securities and Exchange Commission on October 7, 2024 as Exhibit 10.1 on the Company’ s Form 8-K (file number 001-35200/film number 241356082 and incorporated herein by reference)

Assignment Agreement, dated November 6, 2024 (previously filed with the Securities and Exchange Commission on November 13, 2024 as Exhibit 10.1 on the Company’ s Form 8-K (file number 001-35200/film number 241455137 and incorporated herein by reference)

Amendment to Exclusive License Agreement, dated November 17, 2024 (previously filed with the Securities and Exchange Commission on November 19, 2024 as Exhibit 10.1 on the Company’ s Form 8-K (file number 001-35200/film number 241473294 and incorporated herein by reference)

Securities Purchase Agreement, dated December 4, 2024 (previously filed with the Securities and Exchange Commission on December 4, 2024 as Exhibit 10.1 on the Company’s Form 8-K (file number 001-35200/film number 241526492 and incorporated herein by reference)

Convertible Note, dated December 4, 2024 (previously filed with the Securities and Exchange Commission on December 4, 2024 as Exhibit 10.2 on the Company’s Form 8-K (file number 001-35200/film number 24156492 and incorporated herein by reference)

Contract, dated December 11, 2024 (previously filed with the Securities and Exchange Commission on December 17, 2024 as Exhibit 10.1 on the Company's Form 8-K (file number 001-35200/film number 241555926 and incorporated herein by reference).

Membership Interest Purchase Agreement, dated December 18, 2024 (previously filed with the Securities and Exchange Commission on December 20, 2024 as Exhibit 10.1 on the Company's Form 8-K (file number 001-35200/film number 241565134 and incorporated herein by reference).

Net Smelter Returns Royalty Agreement, dated December 18, 2024 (previously filed with the Securities and Exchange Commission on December 20, 2024 as Exhibit 10.2 on the Company's Form 8-K (file number 001-35200/film number 241565134 and incorporated herein by reference).

LINICO Acquisition and Settlement Agreement Supplement, dated February 28, 2025, between Comstock Inc.

Securities Purchase Agreement, dated January 10, 2025 (previously filed with the Securities and Exchange Commission on January 13, 2025 as Exhibit 10.1 on the Company’ s Form 8-K (file number 001-35200/film number 25524626 and incorporated herein by reference)

Convertible Note, dated January 10, 2025 (previously filed with the Securities and Exchange Commission on January 13, 2025 as Exhibit 10.2 on the Company’ s Form 8-K (file number 001-35200/film number 25524626 and incorporated herein by reference)

Insider Trading Policy

Consent of Assure CPA, LLC

2 unchanged sentences

Certification of Principal Executive Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended

Certification pursuant to 18 U.S.C.

3 unchanged sentences

Comstock Inc.

Clawback Policy

101* Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2023, furnished in XBRL (eXtensible Business Reporting Language)).

Attached as Exhibit 101 to this report are the following documents formatted in XBRL:

Clawback Policy (previously filed with the Securities and Exchange Commission on February 27, 2024 as Exhibit 97.1 to the Company’s Form 10-K (001-35200/film number 24686932 and incorporated herein by reference)

Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2024, furnished in iXBRL (Inline eXtensible Business Reporting Language)).

Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL:

(i) the Consolidated Statements of Income for the fiscal years ended December 31, 2024 and 2023, (ii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2024 and 2023, (iii) the Consolidated Balance Sheets at December 31, 2024 and 2023, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2024 and 2023, (v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2024 and 2023 and (vi) the Notes to Consolidated Financial Statements

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101

* Filed herewith.

7 unchanged sentences

Chief Executive Officer

(Principal Executive

(Principal Executive and

Principal Financial Officer)

February 27, 2024

March 6, 2025

POWER OF ATTORNEY

2 unchanged sentences

In accordance with the Exchange Act, 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 Title Date

/s/ CORRADO DE GASPERIS Executive Chairman, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer February 27, 2024

CORRADO DE GASPERIS

/s/ MATTHEW J.

BIEBERLY Principal Accounting Officer February 27, 2024

/s/ KEVIN KREISLER Director February 27, 2024

Executive Chairman, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer

March 6, 2025

CORRADO DE GASPERIS

Chief Accounting Officer, Principal Accounting Officer

March 6, 2025

KEVIN KREISLER

DROZDOFF Director February 27, 2024

/s/ WALTER A.

Director February 27, 2024

/s/ WILLIAM J.

NANCE Director February 27, 2024

/s/ KRISTIN SLANINA Director February 27, 2024

KRISTIN SLANINA

SALINAS Director February 27, 2024

March 6, 2025

KEVIN KREISLER

March 6, 2025

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