What changed in this filing

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Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-07 · 38 added, 41 removed, 128 unchanged (38% of the section changed)

2 unchanged sentences

Evaluation of Disclosure Controls and Procedures.

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us 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 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

11 unchanged sentences

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.

We acquired RedWave Technology on April 29, 2024.

The financial results of RedWave Technology are included in our consolidated financial statements as of December 31, 2024 and for the year then ended.

As this acquisition occurred in the second quarter of 2024, the scope of our assessment of our internal control over financial reporting does not include RedWave Technology.

This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from the scope of our assessment in the year such business is acquired.

The total assets and total revenues of RedWave Technology represents approximately 2% and 27%, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2024.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

As this acquisition occurred in the second quarter of 2024, the scope of our assessment of our internal control over financial reporting does not include RedWave Technology.

Attestation Report on Internal Control over Financial Reporting.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting due to the deferral allowed under the JOBS Act for emerging growth companies.

This annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting (“ICFR”) since smaller reporting companies with less than $100 million in revenues are not required to obtain a separate attestation of their ICFR from an outside auditor.

Other Information.

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

On March 4, 2025, the Company entered into second amendments to executive employment agreements (collectively, the “Second Amendments to Executive Employment Agreements”) with each of Kevin J.

Knopp, Ph.D., the Company’s Chief Executive Officer, Joseph H.

Griffith IV, the Company’s Chief Financial Officer and Michael S.

Turner, the Company’s Chief Legal and Administrative Officer (the “NEOs”), in each case effective as of March 4, 2025.

The Second Amendments to Executive Employment Agreements reflect the following material changes:

In the event of an involuntary termination without “cause” (as such term is defined in the Executive Employment Agreements) or a resignation for “good reason” (as such term is defined in the Executive Employment Agreements), outside of a “change in control period” (as such term is defined in the Executive Employment Agreements), each of Mr.

Griffith and Mr.

Turner shall be, in addition to other benefits, entitled to payments from the Company for a period of 12 months following termination, for continuation of then current base salary and the Company portion of health benefit premiums.

In the event of an involuntary termination without “cause” or a resignation for “good reason”, inside of a “change in control period”, each of Mr.

Griffith and Mr.

Turner shall be, in addition to other benefits, entitled to a lump sum payment from the Company in an amount equal to one (1) times the sum of:

(A) then current base salary, plus (B) then current target annual bonus.

This summary is qualified in its entirety by reference to the Second Amendments to Executive Employment Agreements, copies of which are included as Exhibits 10.21, 10.22 and 10.23 to this Annual Report on Form 10-K and incorporated by reference herein.

On November 17, 2025 , Kevin J.

, the Company’s Chief Executive Officer and Director (Principal Executive Officer) , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of the Company’s securities.

Knopp’s trading plan provides for the potential sale of up to 240,000 shares of the Company’s common stock.

The trading plan will expire on the earlier of November 16, 2026 and the date when all shares under the trading plan are sold.

On November 24, 2025 , Christopher D.

, a member of the Company’s Board of Directors , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale

of the Company’s securities.

Brown’s trading plan provides for the potential sale of up to 300,000 shares of the Company’s common stock.

The trading plan will expire on the earlier of December 31, 2026 and the date when all shares under the trading plan are sold.

On December 9, 2025 , Kevin McCallion, Ph.D.

, the Company’s Vice President of Products and Production , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of the Company’s securities.

McCallion’s trading plan provides for the potential sale of up to 45,438 shares of the Company’s common stock.

The trading plan will expire on the earlier of June 30, 2026 and the date when all shares under the trading plan are sold.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

25 unchanged sentences

333-250954) filed with the SEC on November 25, 2020)

Fourth Amended and Restated Registration Rights Agreement among the Registrant, certain of its stockholders and its investors, dated April 12, 2019 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on November 25, 2020)

Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No.

13 unchanged sentences

333-250954) filed with the SEC on December 14, 2020)

Amended and Restated Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form 10-K (File No.

001-39815) filed with the SEC on March 8, 2024)

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

Amended and Restated Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No.

001-39815) filed with the SEC on March 8, 2024)

Amended and Restated Non-Employee Director Compensation Policy

Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No.

6 unchanged sentences

333-250954) filed with the SEC on December 16, 2020)

Lease by Harbor Industrial Development LLC to the Registrant, dated January 2, 2018, as amended (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on November 25, 2020)

Loan and Security Agreement between the Registrant and Silicon Valley Bank, dated November 2, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001 039815) filed with the SEC on November 8, 2022)

Form of First Amendment to Executive Officer Employment Agreement (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form 10-K (File No.

001-39815) filed with the SEC on March 8, 2024)

Default Waiver and First Amendment to Loan and Security Agreement, dated as of August 4, 2023, by and between 908 Devices Inc.

2 unchanged sentences

001-39815) filed with the SEC on August 8, 2023).

Default Waiver and Second Amendment to Loan and Security Agreement, dated as of March 5, 2026, by and between 908 Devices Inc.

and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company

Form of First Amendment to Executive Officer Employment Agreement (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form 10-K (File No.

001-39815) filed with the SEC on March 8, 2024)

Equity Purchase Agreement, dated as of April 29, 2024, by and among 908 Devices Inc.

and CAM2 Technologies, LLC (d/b/a RedWave Technology), CAM3 HoldCo, LLC, the selling parent entity, and each of the direct and indirect beneficial holders of outstanding equity interests in the selling parent entity (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

001-39815) filed with the SEC on April 30,2024)

Second Amendment to Executive Employment Agreement, dated as of March 4, 2025, by and among 908 Devices Inc.

Knopp, Ph.D (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K (File No.

001-39815) filed with the SEC on March 7, 2025)

Second Amendment to Executive Employment Agreement, dated as of March 4, 2025, by and among 908 Devices Inc.

and Joseph H.

Second Amendment to Executive Employment Agreement, dated as of March 4, 2025, by and among 908 Devices Inc.

and Michael S.

Griffith IV (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K (File No.

001-39815) filed with the SEC on March 7, 2025)

Securities and Asset Purchase Agreement, dated as of March 4, 2025, by and among 908 Devices Inc.

1 unchanged sentence

001-39815) filed with the SEC on March 4, 2025)

Insider Trading Policy

Agreement of Lease Between Eagle Road, LLC and CAM2 Technologies, LLC for Premises Located at:

41 Eagle Road, Danbury, Connecticut 06813 dated September 9, 2019, as amended by that certain First Amendment to Agreement of Lease by and between Eagle Road, LLC and CAM2 Technologies, LLC dated March 26, 2021, as further amended by that certain Second Amendment to Lease (Relocation) by and between 360 Danbury Investors, LLC and CAM2 Technologies, LLC dated September 13, 2023, as subsequently assigned from CAM2 Technologies, LLC to 908 Devices Inc.

pursuant to that certain Assignment and Assumption of Lease Agreement dated May 29, 2024, and as further amended by that certain Third Amendment to Lease by and between 360 Danbury Investors, LLC and 908 Devices Inc.

dated June 4, 2024

2025 Form of Executive Officer Employment Agreement

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant’s Annual Report on Form 10-K (File No.

001-39815) filed with the SEC on March 7, 2025)

Subsidiaries of the Registrant

35 unchanged sentences

Kevin Hrusovsky

/s/ Brandi C.

March 9, 2026

/s/ Christopher D.

March 9, 2026

/s/ Jeffrey P.

Christopher D.

March 9, 2026

/s/ Marcia Eisenberg, Ph.D.

March 9, 2026

Marsha Eisenberg, Ph.D.

/s/ Mark Spoto

March 9, 2026

March 7, 2025

/s/ Michele M.

March 9, 2026

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