What changed in this filing

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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-31 · 61 added, 59 removed, 155 unchanged (44% of the section changed)

75 unchanged sentences

Equity compensation plans not approved by security holders

common shares issuable upon the exercise of outstanding options granted under the 2017 Incentive Compensation Plan (the 2017

common shares issuable upon the exercise of outstanding options granted under the 2017 Incentive Compensation Plan (the 2017 Plan).

common shares remaining available for issuance under the 2017 Plan of 65,136.

31 unchanged sentences

Miller dated February 27, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 3, 2022).**

Credit Agreement dated as of February 29, 2024, by and between Nortech Systems Incorporated and Bank of America, N.A.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed March 5, 2024).

Employment Agreement with Andrew D.

LaFrence dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2023).**

Credit Agreement dated as of February 29, 2024, by and between Nortech Systems Incorporated and Bank of America, N.A.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed March 5, 2024).

Second Amendment to Lease dated 15 th day of May, 2024 by and between Sri Management and Consulting LLC, a Minnesota limited liability company as agent for the property owner and Nortech Systems Incorporated, a Minnesota corporation (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 16, 2024)

Amendment No.

1 to Credit Agreement, Waiver, and Consent by and between Nortech Systems Incorporated and Bank of America, N.A.

dated March 27, 2025.*

dated March 27, 2025 (incorporated by reference to Exhibit 10.12 to Form 10-K filed March 31, 2025).

First Amendment to Employment Agreement with Jay D.

Miller dated March 27, 2025.*

Miller dated March 27, 2025 (incorporated by reference to Exhibit 10.13 to Form 10-K filed March 31, 2025).**

First Amendment to Employment Agreement with Andrew D.

LaFrence dated March 28, 2025.*

First Amendment to Employment Agreement with John Lindeen dated March 28, 2025.*

Policy on Insider Trading*

LaFrence dated March 28, 2025 (incorporated by reference to Exhibit 10.14 to Form 10-K filed March 31, 2025).**

First Amendment to Employment Agreement with John Lindeen dated March 28, 2025 (incorporated by reference to Exhibit 10.15 to Form 10-K filed March 31, 2025).**

Amendment No.

2 to Credit Agreement by and between Nortech Systems Incorporated and Bank of America, N.A.

dated May 14, 2025 (incorporated by reference to Exhibit 10.16 to Form 10-Q filed May 14, 2025).

Amendment No.

3 to Credit Agreement by and between Nortech Systems Incorporated and Bank of America, N.A.

dated July 29, 2025 (incorporated by reference to Exhibit 10.1 to Form 8-K filed August 1, 2025).

Waiver and Amendment No.

4 to Credit Agreement dated as of February 27, 2026, by and between Nortech Systems Incorporate and Bank of America, N.A.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed March 6, 2026).

Credit Agreement dated as of March 20, 2026 by and between Nortech Systems International and Associated Bank, National Association (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 23, 2026.

Policy on Insider Trading (incorporated by reference to Form 10-K filed March 31, 2025).

Subsidiaries of Nortech Systems Incorporated*

14 unchanged sentences

Systems Incorporated

and Chief Executive Officer

President and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

March 31, 2025

and Chief Executive Officer (principal executive officer) and Director

March 31, 2025

Financial Officer (principal financial and accounting officer)

March 31, 2025

President and Chief Executive Officer (principal executive

officer) and Director

Chief Financial Officer (principal financial and accounting

Kunin, Chairman and Director

March 31, 2025

Kruse, Director

March 31, 2025

McManus, Director

March 31, 2025

Sen, Director

Debarati Sen, Director

Amy Fredregill

March 31, 2025

Fredregill, Director

March 31, 2025

Sachs, Director

March 31, 2025

Amy Fredregill, Director

Peris, Director

1 unchanged sentence

1 to Form S-1 filed July 16, 1996 (File No.

(incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019)

Agreement dated April 1, 2015 between the Company and LSOP 3 MN 3, LLC (incorporated by reference to Form 8-K filed April 9, 2015)

Agreement dated November 12, 2015 between the Company and Suzhou Industrial Park Biotech Development Co., Ltd.

(incorporated by reference

to Form 10-K filed March 22, 2016).

Stock Incentive Plan approved by shareholders May 3, 2017 (incorporated by reference to Exhibit A to the Definitive Proxy Statement

filed March 22, 2017).**

Agreement dated February 21, 2018 by and between Manufacturing Assembly Solutions of Monterrey, Inc., a wholly owned Mexican subsidiary

of the Company, and OPERADORA STIVA, S.A.

Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019)

Lease Agreement dated April 1, 2015 between the Company and LSOP 3 MN 3, LLC (incorporated by reference to Form 8-K filed April 9, 2015)

Lease Agreement dated November 12, 2015 between the Company and Suzhou Industrial Park Biotech Development Co., Ltd.

(incorporated by reference to Form 10-K filed March 22, 2016).

2017 Stock Incentive Plan approved by shareholders May 3, 2017 (incorporated by reference to Exhibit A to the Definitive Proxy Statement filed March 22, 2017).**

Lease Agreement dated February 21, 2018 by and between Manufacturing Assembly Solutions of Monterrey, Inc., a wholly owned Mexican subsidiary of the Company, and OPERADORA STIVA, S.A.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018)

Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019).**

Amendment to Lease Agreement dated September 17, 2018 between the Company and AR Meridian Circle Owner, LLC, as successor to LSOP

3 MN 3, LLC (incorporated by reference to Exhibit 10.21 to Form 10-K filed March 19, 2020).

Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Bemidji facility

(incorporated by reference to Exhibit 10.1 to Form 8-K filed September 1, 2020)

Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Mankato facility

(incorporated by reference to Exhibit 10.2 to Form 8-K filed September 1, 2020)

Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019).**

First Amendment to Lease Agreement dated September 17, 2018 between the Company and AR Meridian Circle Owner, LLC, as successor to LSOP 3 MN 3, LLC.

(incorporated by reference to Exhibit 10.21 to Form 10-K filed March 19, 2020).

Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Bemidji facility (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 1, 2020)

Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Mankato facility (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 1, 2020)

Employment Agreement with Jay D.

Miller dated February 27, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 3, 2022).**

Agreement dated as of February 29, 2024, by and between Nortech Systems Incorporated and Bank of America, N.A.

(incorporated by reference

to Exhibit 10.1 to Form 8-K filed March 5, 2024).

Agreement with Andrew D.

Employment Agreement with Andrew D.

LaFrence dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2023)**

Credit Agreement dated as of February 29, 2024, by and between Nortech Systems Incorporated and Bank of America, N.A.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed March 5, 2024).

Amendment No.

1 to Credit Agreement, Waiver, and Consent by and between Nortech Systems Incorporated and Bank of America, N.A.

dated March 27, 2025.*

dated March 27, 2025 (incorporated by reference to Exhibit 10.12 to Form 10-K filed March 31, 2025).

First Amendment to Employment Agreement with Jay D.

Miller dated March 27, 2025.*

Miller dated March 27, 2025 (incorporated by reference to Exhibit 10.13 to Form 10-K filed March 31, 2025).**

First Amendment to Employment Agreement with Andrew D.

LaFrence dated March 28, 2025.*

First Amendment to Employment Agreement with John Lindeen dated March 28, 2025.*

Policy on Insider Trading*

of Nortech Systems Incorporated*

of Baker Tilly US, LLP*

Certification

of the Chief Executive Officer and President pursuant to Rule 13a-20(a) and Rule 15d-20(a), promulgated under the Securities Exchange

Act of 1934, as amended.*

Certification

of the Chief Financial Officer pursuant to Rule 13a-20(a) and Rule 15d-20(a), promulgated under the Securities Exchange Act of 1934,

Certification

of the Chief Executive Officer and President and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002.*

Systems Incorporated Clawback Policy (incorporated by reference to Exhibit 97.1 to Form 10-K filed March 20, 2024)

LaFrence dated March 28, 2025 (incorporated by reference to Exhibit 10.14 to Form 10-K filed March 31, 2025).**

First Amendment to Employment Agreement with John Lindeen dated March 28, 2025 (incorporated by reference to Exhibit 10.15 to Form 10-K filed March 31, 2025).**

Amendment No.

2 to Credit Agreement by and between Nortech Systems Incorporated and Bank of America, N.A.

dated May 14, 2025 (incorporated by reference to Exhibit 10.16 to Form 10-Q filed May 14, 2025).

Amendment No.

3 to Credit Agreement by and between Nortech Systems Incorporated and Bank of America, N.A.

dated July 29, 2025 (incorporated by reference to Exhibit 10.1 to Form 8-K filed August 1, 2025).

Waiver and Amendment No.

4 to Credit Agreement dated as of February 27, 2026, by and between Nortech Systems Incorporate and Bank of America, N.A.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed March 6, 2026).

Policy on Insider Trading (incorporated by reference to Form 10-K filed March 31, 2025).

Subsidiaries of Nortech Systems Incorporated*

Consent of Baker Tilly US, LLP*

Certification of the Chief Executive Officer and President pursuant to Rule 13a-20(a) and Rule 15d-20(a), promulgated under the Securities Exchange Act of 1934, as amended.*

Certification of the Chief Financial Officer pursuant to Rule 13a-20(a) and Rule 15d-20(a), promulgated under the Securities Exchange Act of 1934, as amended.*

Certification of the Chief Executive Officer and President and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Nortech Systems Incorporated Clawback Policy (incorporated by reference to Exhibit 97.1 to Form 10-K filed March 20, 2024)

statements from the annual report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL:

6 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