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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 49 added, 35 removed, 141 unchanged (37% of the section changed)

1 unchanged sentence

Evaluation of our Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, our management, including our Chief Executive Officer and Interim Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

Further, our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“GAAP”).

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our consolidated financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

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

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, does not expect that our control system will prevent all error and all fraud.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our control system will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

4 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Under the supervision of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal

Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under the supervision of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting during the three months ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Insider Trading Arrangements

During the three months ended December 31, 2023, none of our directors or officers adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) (a “Rule 10b5-1 trading arrangement”) or (ii) any "non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

The following discussion includes trading arrangements adopted or terminated by our directors and officers during the three months ended December 31, 2024.

On November 18, 2024 , David Lehman , our General Counsel , adopted a new Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 13,622 shares of our common stock.

The trading arrangement will expire on November 18, 2025 , or earlier if all transactions under the trading arrangement are completed or if the trading arrangement is otherwise terminated according to its terms.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

Information regarding our Code of Business Conduct and Ethics set forth under the heading “Information Regarding the Board of Directors and Corporate Governance—Code of Business Conduct and Ethics” of the 2025 Proxy Statement is incorporated herein by reference.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

In addition, it is the Company’s intent to comply with applicable laws and regulations relating to insider trading.

EXECUTIVE COMPENSATION

51 unchanged sentences

September 24, 2020

10.12+ Offer Letter Agreement, by and between Pulmonx Corporation and Derrick Sung, Ph.D., dated March 12, 2019.

September 24, 2020

10.12+ Offer Letter Agreement, by and between Pulmonx Corporation and David Lehman, dated September 15, 2020

30 unchanged sentences

10-Q 001-39562 10.2 August 4, 2023

10.29+ Consulting Agreement, dated November 1, 2023, by and between Pulmonx Corporation and Derrick Sung.

10-Q 001-39562 10.1 November 3, 2023

10.28+ Pulmonx Corporation Amended and Restated Non-Employee Director Compensation Policy.

10-K 001-39562 10.30 February 27, 2024

10.29+ Letter Agreement, dated February 20, 2024 by and between Glendon E.

French and Pulmonx Corporation.

10-Q 001-39562 10.1 May 3, 2024

10.30+ Offer Letter, dated February 19, 2024 by and between Steven S.

Williamson and Pulmonx Corporation.

10-Q 001-39562 10.2 May 3, 2024

10.31+ Offer Letter, dated March 19, 2024 by and between Mehul Joshi and Pulmonx Corporation.

10-Q 001-39562 10.1 August 2, 2024

10.32 Third Amendment to Office Lease, by and between Pulmonx Corporation and HCP LS Redwood City, LLC, dated May 17, 2024.

10-Q 001-39562 10.2 August 2, 2024

10.33 Third Amendment to Sublease, by and between Pulmonx Corporation and Genomic Health, Inc., dated May 17, 2024.

10-Q 001-39562 10.3 August 2, 2024

10.34+ Amendment to Offer Letter, dated October 2, 2024 by and between Steven S.

Williamson and Pulmonx Corporation.

19.1 Pulmonx Corporation Insider Trading Policy

21.1 List of Subsidiaries of Registrant.

10-K 001-39562 21.1 March 1, 2023

23.1 Consent of BDO USA, P.C., independent registered public accounting firm.

1 unchanged sentence

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of Interim Chief Financial Officer pursuant to 18 U.S.C.

32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Pulmonx Corporation Incentive Compensation Recoupment Policy.

10-K 001-39562 97.1 February 27, 2024

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PULMONX CORPORATION

/s/ Glendon E.

/s/ Steven S.

President, Chief Executive Officer and Director

/s/ John McKune

Interim Chief Financial Officer

/s/ Mehul Joshi

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glendon E.

French and John McKune, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven S.

Williamson and Mehul Joshi, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K 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/ Glendon E.

French President, Chief Executive Officer and Director February 27, 2024

French (Principal Executive Officer)

/s/ John McKune Interim Chief Financial Officer February 27, 2024

John McKune (Principal Financial Officer and Principal Accounting Officer)

/s/ Steven S.

Williamson President, Chief Executive Officer and Director February 25, 2025

Williamson (Principal Executive Officer)

/s/ Mehul Joshi Chief Financial Officer February 25, 2025

Mehul Joshi (Principal Financial Officer and Principal Accounting Officer)

/s/ Thomas W.

4 unchanged sentences

Florin Director February 25, 2025

/s/ Glendon E.

French Director February 25, 2025

/s/ Georgia Garinois-Melenikiotou Director February 25, 2025

Georgia Garinois-Melenikiotou

/s/ Alissa Hsu Lynch Director February 27, 2024

Alissa Hsu Lynch

Director February 25, 2025

2 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