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Item 9A. Controls and Procedures

2026-06-26 compared with 2025-06-27 · 40 added, 20 removed, 317 unchanged (16% of the section changed)

18 unchanged sentences

OTHER INFORMATION

Insider Trading Arrangements.

During the quarter ended March 31, 2026, no directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5 - 1.

Employment Agreement – Michael Binney .

On June 24, 2026, the Company and Mr.

Michael Binney entered into a new employment agreement which supersedes and replaces the prior employment agreement between the parties dated January 16, 2022 ( as amended).

The new employment agreement omits a prior provision relating to mandatory resignation upon attainment of a specified age.

No other material terms of Mr.

Binney’s compensation or employment arrangements were modified in connection with the new employment agreement.

Refer to “Item 11.

Executive Compensation-Employment Agreements” for additional information regarding Mr.

Binney’s employment agreement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information regarding the current members of the Board as of June 26, 2025

The following table sets forth certain information regarding the current members of the Boar d as of June 26, 2026

Principal Occupation or Employment

122 unchanged sentences

Principal Position

Bonus ($)( 1 )

All Other Compensation ($)

1 unchanged sentence

Chief Executive Officer

$ 382,808 $ 85,436 $ — $ 468,244

$ 375,959 $ 76,995 $ — $ 452,954

Michael Binney

Chief Operating Officer

$ 286,154 $ 63,809 $ — $ 349,963

$ 281,538 $ 56,506 $ 577 $ 338,621

Chief Financial Officer

$ 182,769 $ — $ 2,308 $ 185,077

$ 182,000 $ — $ 2,308 $ 184,308

( 1 ) Represents bonus paid during the fiscal year.

6 unchanged sentences

Ho upon the delivery from one to the other of not less than one months’ prior written notice.

The foregoing description of the Company’s employment agreement with Mr.

Ho is subject to and qualified in its entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Annual Report on Form 10 -K.

Richard Li, the Company’s Chief Financial Officer, entered into an employment agreement, effective January 16, 2022, with Emerson Radio (Hong Kong) Limited, a wholly owned subsidiary of the Company.

2 unchanged sentences

Li and the first day of the following month immediately after his 65th birthday, or the termination of the agreement by either the Company or Mr.

Li upon the delivery from one to the other of one month prior written notice.

Li upon the delivery from one to the other of not less than one months' prior written notice.

The foregoing description of the Company’s employment agreement with Mr.

Li is subject to and qualified in its entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Annual Report on Form 10 -K.

Michael Binney .

Michael Binney, the Company’s Executive Vice President and Chief Operating Officer, entered into an employment agreement, effective January 16, 2022 (as amended on July 6, 2023), with Emerson Radio (Hong Kong) Limited, a wholly owned subsidiary of the Company.

Michael Binney, the Company’s Executive Vice President and Chief Operating Officer, entered into an employment agreement, effective June 24, 2026, with Emerson Radio (Hong Kong) Limited, a wholly owned subsidiary of the Company.

The agreement provides for an annual base salary of $195,000 and an annual discretionary bonus payable at any time as recommended by the Board.

The contract extends until the earlier of the retirement of Mr.

Binney and the first day of the following month immediately after his 67th birthday, or the termination of the agreement by either the Company or Mr.

Binney upon the delivery from one to the other of one month prior written notice.

The contract extends until the termination of the agreement by either the Company or Mr.

Binney upon the delivery from one to the other of not less than one months' prior written notice.

The foregoing description of the Company’s employment agreement with Mr.

Binney is subject to and qualified in its entirety by reference to the full text of the employment agreement, which is filed as an exhibit to this Annual Report on Form 10 -K.

Outstanding Equity Awards at Fiscal Year End

13 unchanged sentences

Director Compensation for Fiscal 2026

$ 75,563 $ 75,563

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

The following table sets forth, as of June 26, 2025, the beneficial ownership of (i) each current director;

The following table sets fort h, as of June 26, 2026, the beneficial ownership of (i) each current director;

(ii) each of the Company’s named executive officers;

35 unchanged sentences

S& T, which is a wholly owned subsidiary of N.A.K.S., which is a wholly owned subsidiary of Nimble, collectively have the shared power to vote and direct the disposition of 15,243,283 shares, or approximately 72.4%, of the Company’s outstanding common stock as of June 26, 2026.

Accordingly, the Company is a “controlled company” as defined in Section 801(a) of the Company Guide.

Acco rdingly, the Company is a “controlled company” as defined in Section 801(a) of the Company Guide.

From time to time, the Company engages in business transactions with its controlling shareholder, Nimble, or one or more of Nimble’s direct and indirect subsidiaries.

21 unchanged sentences

• Audit Fees.

Audit fees billed to the Company by Grassi for the audit of the financial statements included in the Company’s Annual Reports on Form 10-K, and reviews by Grassi of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2025 and 2024 totaled approximately $231,000 and $168,000, respectively.

Audit fees billed to the Company by Grassi for the audit of the financial statements included in the Company’s Annual Reports on Form 10-K, and reviews by Grassi of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2026 and 2025 totaled approx imately $220,000 and $212,000, re spectively.

• Audit-Related Fees .

23 unchanged sentences

By-Laws of Emerson (incorporated by reference to Exhibit 3.1 of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).

Amendment dated November 28, 1995 to the By-Laws of Emerson adopted March 1994 (incorporated by reference to Exhibit (3) (b) of Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1995).

Amendment effective as of November 10, 2009 to the By-Laws of Emerson adopted March 1994 (incorporated by reference to Exhibit 3.1 of Emerson’s Current Report on Form 8-K filed on November 16, 2009).

Amendment effective as of August 31, 2011 to the By-Laws of Emerson adopted March 1994 (incorporated by reference to Exhibit 3.2 of Emerson’s Current Report on Form 8-K filed on September 7, 2011).

Amendment effective as of June 22, 2020 to the By-Laws of Emerson adopted March 1994 (incorporated by reference to Exhibit 3.1 of Emerson’s Current Report on Form 8-K filed on June 24, 2020).

Description of Common Stock (incorporated by reference to Exhibit 4.1 of Emerson’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed on June 26, 2020).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Emerson’s Form 10-Q for the quarter ended December 31, 2014.) †

Description of Common Stock (incorporated by reference to Exhibit 4.1 of Emerson’s Annual Report on Form 10-K for the year ended March 31, 2020, filed on June 26, 2020).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Emerson’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014.) †

Employment agreement dated July 19, 2021 between Emerson Radio (Hong Kong) Limited and Mr.

Christopher Ho (incorporated by reference to Exhibit 10.1 to Emerson’s Form 8-K, dated July 20, 2021).

Employment agreement dated January 16, 2022 between Emerson Radio (Hong Kong) Limited and Mr.

Michael Andrew Barclay Binney (incorporated by reference to Exhibit 10.1 to Emerson’s Current Report on Form 8-K, filed on January 21, 2022).

Amendment dated July 6, 2023 to employment agreement dated January 16, 2022 between Emerson Radio (Hong Kong) Limited and Mr.

Christopher Ho (incorporated by reference to Exhibit 10.1 to Emerson’s Current Report on Form 8-K, filed on July 20, 2021).

Employment agreement dated June 24, 2026 between Emerson Radio (Hong Kong) Limited and Mr.

Michael Andrew Barclay Binney *

(incorporated by reference to Exhibit 10.4 to Emerson’s Current Report on Form 8-K, filed on July 27, 2023).

Employment agreement dated January 16, 2022 between Emerson Radio (Hong Kong) Limited and Mr.

Richard Li (incorporated by reference to Exhibit 10.1 to Emerson’s Current Report on Form 8-K, filed on January 18, 2022).

Insider Trading Policy.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Emerson's Annual Report on Form 10-K for the year ended March 31, 2025, filed on June 27, 2025)*.

Principal Subsidiaries of the Company as of March 31, 2024.*

5 unchanged sentences

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

Incentive Compensation Recoupment Policy*

Incentive Compensation Recoupment Policy (incorporated by reference to Exhibit 97 to Emerson's Annual Report on Form 10-K for the year ended March 31, 2025, filed on June 27, 2025)* .

Inline XBRL Instance Document.

36 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