18 unchanged sentences
We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
−Removed: Other Informatio n
−Removed: Executive Employment Agreement
−Removed: On February 26, 2025, we entered into an Executive Employment Agreement with our Chief Financial Officer, William Cooper (Executive Employment Agreement), which amends and restates Mr.
−Removed: Cooper’s offer letter with us dated November 12, 2024.
−Removed: Pursuant to the terms of the Executive Employment Agreement, in the event that we terminate Mr.
−Removed: Cooper’s employment without Cause (as defined in the Executive Employment Agreement) or he resigns for Good Reason (as defined in the Executive Employment Agreement), then Mr.
−Removed: Cooper will be entitled to the following severance benefits:
−Removed: (a) continuation payments over a 12 month severance period of his 12 month base salary;
−Removed: (b) continued coverage under COBRA with us paying the premiums, including coverage for eligible dependents, for up to 12 months, or until he becomes eligible for group health insurance coverage through a new employer or he ceases to be eligible for COBRA;
−Removed: and (c) the equity awards that would have vested in the 12 month period following his separation from service shall be deemed immediately vested and exercisable as of his last day of employment.
−Removed: These severance
−Removed: benefits are subject to Mr.
−Removed: Cooper signing a separation agreement and release of claims.
−Removed: All other terms of Mr.
−Removed: Cooper’s current employment agreement remain substantially the same.
−Removed: The foregoing description of the Executive Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Employment Agreement, which is attached hereto as Exhibit 10.30 to this Annual Report on Form 10-K and is incorporated herein by reference in its entirety.
+Added: Other Information
Trading Arrangements of Directors and Executive Officers.
−Removed: During the fiscal quarter ended December 31, 2024, no Section 16 officer or director adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule10b5-1 trading arrangement” (as each defined in Item 408 of Regulation S-K of the Exchange Act), except as set forth in the table below.
−Removed: Trading Arrangement (1)
−Removed: Total Shares of Common Stock to be Sold (2)
−Removed: Duration of Trading Arrangement (3)
−Removed: Sanjeev Aggarwal , Chief Executive Officer
−Removed: Rule 10b5-1 Trading Arrangement
−Removed: Up to 100,000
−Removed: (1) Except as indicated by a footnote, each trading arrangement marked as “Rule 10b5-1 Trading Arrangement” is a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, as amended.
−Removed: (2) The number of shares to be sold under each trading arrangement represents the maximum actual number of shares issuable under the applicable stock awards.
−Removed: The actual number of shares to be sold under each trading arrangement will depend on the achievement of applicable conditions under the stock awards and the number of shares withheld to satisfy tax obligations upon the vesting of the awards.
−Removed: (3) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.
−Removed: Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
+Added: 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 defined under Item 408(a) of Regulation S-K) during the quarter ended December 31, 2025.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
5 unchanged sentences
In addition, we intend to promptly disclose (1) the nature of any substantive amendment to our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified officers, the name of such person who is granted the waiver and the date of the waiver, on our website in the future.
−Removed: We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our 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.
−Removed: In addition, it is our intent to comply with applicable laws and regulations relating to trading in our securities.
−Removed: A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
−Removed: Executive Compensatio n
+Added: Executive Compensation
The information required by this item regarding executive compensation is incorporated by reference to the information set forth in the sections titled “Executive Compensation” and “Compensation of Non-Employee Board Members” in our Proxy Statement.
1 unchanged sentence
The information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth in the sections titled “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans” in our Proxy Statement.
−Removed: Certain Relationships and Relate d Transactions, and Director Independence
+Added: Certain Relationships and Related Transactions, and Director Independence
The information required by this item regarding certain relationships and related transactions and director independence is incorporated by reference to the information set forth in the sections titled “Certain Relationships and Related Party Transactions” and “Corporate Governance”, respectively, in our Proxy Statement.
1 unchanged sentence
The information required by this item regarding principal accountant fees and services is incorporated by reference to the information set forth in the section titled “Principal Accountant Fees and Services” in our Proxy Statement.
−Removed: Exhibit s and Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
6 unchanged sentences
Incorporation By Reference
+Added: Number Description Form SEC File No.
+Added: Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation.
+Added: 8-K 001-37900 3.1 10/13/2016
3.1.1 Amendment to Amended and Restated Certificate of Incorporation.
+Added: 8-K 001-37900 3.1 5/22/2019
3.1.2 Amendment to Amended and Restated Certificate of Incorporation.
+Added: 8-K 001-37900 3.1 5/27/2020
3.1.3 Amendment to Amended and Restated Certificate of Incorporation .
+Added: 8-K 001-37900 3.1 5/25/2023
3.2 Amended and Restated Bylaws.
+Added: 8-K 001-37900 3.2 5/22/2019
4.1 Form of Common Stock Certificate of the registrant.
+Added: S-1 333-213569 4.1 9/09/2016
4.4 Description of Common Stock.
+Added: 10-K 001-37900 4.4 3/04/2021
10.1† Form of Indemnity Agreement between the registrant and its directors and officers.
+Added: S-1 333-213569 10.1 9/09/2016
10.2† 2008 Equity Incentive Plan, as amended, and Form of Stock Option Grant Notice, Option Agreement and Form of Notice of Exercise.
+Added: S-1/A 333-213569 10.2 9/26/2016
10.3† Amended and Restated 2016 Equity Incentive Plan.
+Added: 8-K 001-37900 10.1 5/22/2018
10.3.1† First Amendment to the Amended and Restated 2016 Equity Incentive Plan.
+Added: 8-K 001-37900 10.1 5/25/2021
10.4† Form of Stock Option Grant Notice, Option Agreement and Form of Notice of Exercise used with the 2016 Equity Incentive Plan.
+Added: S-1/A 333-213569 10.3 9/26/2016
10.5† Form of Restricted Stock Unit Award Agreement under the 2016 Equity Incentive Plan .
+Added: 10-Q 001-37900 10.3 11/13/2017
10.6† 2016 Employee Stock Purchase Plan.
+Added: S-1/A 333-213569 10.4 9/26/2016
10.7 Lease, dated as of June 6, 2008, by and between the registrant and Freescale Semiconductor, Inc.
+Added: S-1 333-213569 10.5 9/09/2016
10.7.1 Amendment No.
1 to Lease, dated as of February 2, 2009, by and between the registrant and Freescale Semiconductor, Inc.
+Added: S-1 333-213569 10.6 9/09/2016
10.7.2 Amendment No.
2 to Lease, dated as of February 18, 2010, by and between the registrant and Freescale Semiconductor, Inc.
+Added: S-1 333-213569 10.7 9/09/2016
10.7.3 Amendment No.
3 to Lease, dated as of July 20, 2011, by and between the registrant and Freescale Semiconductor, Inc.
+Added: S-1 333-213569 10.8 9/09/2016
10.7.4 Amendment No.
4 to Lease, dated as of June, 2014 by and between the registrant and Freescale Semiconductor, Inc.
+Added: S-1 333-213569 10.9 9/09/2016
10.7.5 Amendment No.
5 to Lease, dated as of March 22, 2017 by and between the registrant and Freescale Semiconductor, Inc.
+Added: 8-K 001-37900 10.1 3/28/2017
10.7.6 Amendment No.
1 unchanged sentence
(formerly Freescale Semiconductor, Inc.
+Added: 10-K 001-37900 10.40 3/15/2018
10.7.7 Amendment No.
1 unchanged sentence
(formerly Freescale Semiconductor, Inc.) .
+Added: 10-Q 001-37900 10.1 11/14/2018
10.7.8 Amendment No.
1 unchanged sentence
(formerly Freescale Semiconductor, Inc.).
+Added: 10-K 001-37900 10.15 3/13/2020
10.7.9 Amendment No.
1 unchanged sentence
(formerly Freescale Semiconductor, Inc.).
+Added: 10-Q 001-37900 10.2 8/06/2020
10.7.10 Amendment No.
1 unchanged sentence
(formerly Freescale Semiconductor, Inc.) .
+Added: 10-K 001-37900 10.7.10 3/2/2023
10.9 Commercial Industrial Lease Agreement, dated as of May 18, 2012 by and between the registrant and Principal Life Insurance Company.
+Added: S-1 333-213569 10.17 9/09/2016
10.9.1 Amendment No.
1 to Commercial Industrial Lease Agreement, dated August 12, 2016 by and between the registrant and Legacy Stonelake JV-T, LLC, successor in interest to Principal Life Insurance Company.
+Added: S-1 333-213569 10.22 9/09/2016
10.10 Sublease Agreement, dated January 31, 2017 by and between the registrant and NXP USA, Inc.
1 unchanged sentence
and VWP-BV CM 5670, LLC.
+Added: 8-K 001-37900 10.1 3/28/2017
10.10.1 First Amendment to Sublease Agreement, dated February 13, 2017, by and between the registrant and NXP USA, Inc.
1 unchanged sentence
and VWP-BV CM 5670, LLC.
+Added: 8-K 001-37900 10.2 3/28/2017
10.10.2 Second Amendment to Sublease Agreement dated March 2, 2017 by and between the registrant and NXP USA, Inc.
1 unchanged sentence
and VWP-BV CM 5670, LLC.
+Added: 8-K 001-37900 10.3 3/28/2017
10.10.3 Third Amendment to Sublease Agreement, dated October 17, 2017 by and between the registrant and NXP USA, Inc.
1 unchanged sentence
and VWP-BV CM 5670, LLC.
+Added: 10-K 001-37900 10.39 3/15/2018
10.11++ STT-MRAM Joint Development Agreement, dated as of October 17, 2014 by and between the registrant and GLOBALFOUNDRIES Inc.
+Added: 10-Q 001-37900 10.1 11/2/2023
10.11.1++ Amendment No.
1 to the STT-MRAM Joint Development Agreement, dated as of May 27, 2016 by and between the registrant and GLOBALFOUNDRIES Inc.
+Added: 10-Q 001-37900 10.2 11/2/2023
10.11.2++ Amendment No.
2 to the STT-MRAM Joint Development Agreement, effective as of July 25, 2017 by and between the registrant and GLOBALFOUNDRIES Inc.
+Added: 10-K 001-37900 10.11.2 3/04/2021
10.11.3++ Amendment No.
3 to the STT-MRAM Joint Development Agreement, effective as of January 1, 2018 by and between the registrant and GLOBALFOUNDRIES Inc.
+Added: 10-Q 001-37900 10.3 11/2/2023
10.11.4++ Amendment No.
4 to the STT-MRAM Joint Development Agreement, effective as of December 31, 2019 by and between the registrant and GLOBALFOUNDRIES, Inc.
+Added: 10-K 001-37900 10.11.4 3/04/2021
10.12+ Manufacturing Agreement, dated as of October 23, 2014 by and between the registrant and GLOBALFOUNDRIES Singapore Pte.
+Added: S-1 333-213569 10.20 9/09/2016
10.13 Restricted Stock Purchase Agreement, dated as of October 21, 2014 by and between the registrant and GLOBALFOUNDRIES Inc.
+Added: S-1 333-213569 10.21 9/09/2016
10.14 Common Stock Purchase Agreement, dated as of September 23, 2016 by and between the registrant and GigaDevice (HK) Limited.
+Added: S-1/A 333-213569 10.23 9/26/2016
10.15 Subcontract Agreement, dated as of October 3, 2022, by and between the registrant and QuickLogic Corporation.
+Added: 10-Q 001-37900 10.2 11/10/2022
10.16† Non-employee Director Compensation Program, as Amended.
+Added: 10-Q 001-37900 10.1 5/4/2023
10.17† Offer Letter, dated December 30, 2020, by and between the registrant and Darin Billerbeck.
+Added: 10-K 001-37900 10.26 3/04/2021
10.18† Executive Employment Agreement, effective as of April 3, 2021, by and between the registrant and Sanjeev Aggarwal .
−Removed: Executive Employment Agreement, effective as of July 2, 2021, by and between the registrant and Anuj Aggarwal .
+Added: 8-K 001-37900 10.1 7/22/2021
10.19† First Amendment to Executive Employment Agreement, effective as of March 14, 2022, by and between the registrant and Sanjeev Aggarwal.
+Added: 8-K 001-37900 10.1 3/02/2022
10.20† First Amendment to Offer Letter, effective as of March 14, 2022, by and between the registrant and Darin Billerbeck.
−Removed: First Amendment to Executive Employment Agreement, effective as of March 14, 2022, by and between the registrant and Anuj Aggarwal.
+Added: 8-K 001-37900 10.2 3/02/2022
10.21† Amended and Restated Executive Severance and Change in Control Plan.
+Added: 10-Q 001-37900 10.2 5/02/2024
10.22† Restricted Stock Unit Grants to Executive Chairman, CEO and CFO .
+Added: 8-K 001-37900 Item 5.02 5/12/2022
10.23† Offer Letter, dated July 10, 2018, by and between the registrant and David Schrenk.
−Removed: Offer Letter, dated July 16, 2024, by and between the registrant and Matthew Tenorio.
−Removed: Separation Letter, dated July 17, 2024, by and between the registrant and Anuj Aggarwal.
+Added: 10-Q 001-37900 10.1 5/02/2024
Joint Development Agreement, dated August 8, 2024, by and between the registrant and Frontgrade Colorado Springs LLC.
+Added: 10-Q 001-37900 10.3 11/05/2024
10.25† Offer Letter, dated November 12, 2024, by and between the registrant and William Cooper.
+Added: 8-K 001-37900 10.1 1/08/2025
10.26† Executive Employment Agreement, dated February 26, 2025, by and between the registrant and William Cooper.
+Added: 10-K 001-37900 10.30 2/27/2025
+Added: 10.27†* Offer Letter, dated July 1 8 , 2025, by and between the registrant and Sean Dougherty .
19.1 Insider Trading and Trading Window Policy
−Removed: Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
+Added: 10-K 001-37900 19.1 2/27/2025
+Added: 23.1* Consent of E rnst & Young LLP, Independent Registered Public Accounting Firm
24.1* Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).
4 unchanged sentences
97.1 Incentive Compensation Recoupment Policy
−Removed: 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.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 10-K 001-37900 97.1 2/29/2024
+Added: 101.INS* 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.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document.
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Added: ______________________________________________________________
* Filed herewith.
10 unchanged sentences
Not provided.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Chandler, Arizona, on February 27, 2025.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Chandler, Arizona, on March 4, 2026.
Everspin Technologies, Inc.
9 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
−Removed: /s/ Sanjeev Aggarwal
−Removed: Chief Executive Officer and Director
−Removed: February 27, 2025
−Removed: Sanjeev Aggarwal
−Removed: (Principal Executive Officer)
−Removed: /s/ William Cooper
−Removed: Chief Financial Officer
−Removed: February 27, 2025
−Removed: William Cooper
−Removed: (Principal Financial and Accounting Officer)
−Removed: Chairman of the Board
−Removed: February 27, 2025
+Added: Signature Title Date
+Added: /s/ Sanjeev Aggarwal Chief Executive Officer and Director March 4, 2026
+Added: Sanjeev Aggarwal (Principal Executive Officer)
+Added: /s/ William Cooper Chief Financial Officer March 4, 2026
+Added: William Cooper (Principal Financial and Accounting Officer)
+Added: Billerbeck Chairman of the Board March 4, 2026
/s/ Lawrence G.
−Removed: February 27, 2025
−Removed: /s/ Geoff Ribar
−Removed: February 27, 2025
−Removed: /s/ Tara Long
−Removed: February 27, 2025
−Removed: /s/ Glen Hawk
−Removed: February 27, 2025
−Removed: /s/ Douglas Mitchell
−Removed: February 27, 2025
+Added: Finch Director March 4, 2026
+Added: /s/ Geoff Ribar Director March 4, 2026
+Added: /s/ Tara Long Director March 4, 2026
+Added: /s/ Glen Hawk Director March 4, 2026
+Added: /s/ Douglas Mitchell Director March 4, 2026
Douglas Mitchell
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.