NORTECH SYSTEMS INC 10-K

Item 9A. Controls and Procedures In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). These controls and procedures are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation of these disclosure controls and procedures as of the date of the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective. Management ’ s Annual Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to management and the board of directors regarding the effectiveness of our internal control processes over the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We have assessed the effectiveness of our internal controls over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework of 2013. Based on our assessment, we concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Changes in Internal Controls There was no change in the Company’s internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information None. Rule 10b5-1 Trading Plans During the three months ended December 31, 2025, none of the Company’s directors or Section 16 officers adopted , modified or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangements” (in each case, as defined in Item 408 of Regulation S-K). 52 PART III Item 10. Directors, Executive Officers and Corporate Governance Information regarding the directors and executive officers of the Registrant will be included in the Registrant’s proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2026 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference. Our Board has adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of our officers, directors and employees. We have posted a copy of our Code of Conduct on our website at www.nortechsys.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Conduct by posting such information on our website. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report. Item 11. Executive Compensation Information regarding executive compensation of the Registrant will be included in the Registrant’s proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2026 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners and management of the Registrant will be included in the Registrant’s proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2026 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference. Information regarding executive compensation plans (including individual compensation arrangements) as of the end of the last fiscal year, on two categories of equity compensation plans (that is, plans that have been approved by security holders and plans that have not been approved by security holders) will be included in the Registrant’s proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2026 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference. 53 The following table provides information about our equity compensation plans (including individual compensation arrangements) as of December 31, 2025. Plan category Number of securities to be issued upon the exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (2) Equity compensation plans approved by security holders 34,000 $ 6.91 65,136 Equity compensation plans not approved by security holders - - - Total 34,000 $ 6.91 65,136 (1) Represents common shares issuable upon the exercise of outstanding options granted under the 2017 Incentive Compensation Plan (the 2017 Plan). (2) Represents common shares remaining available for issuance under the 2017 Plan of 65,136. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item will be included in the Registrant’s proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2026 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item will be included in the Registrant’s proxy statement relating to its Annual Meeting of Shareholders to be held May 13, 2026 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference. 54 PART IV Item 15. Exhibits and Financial Statements Schedules 1. Consolidated Financial Statements - Consolidated Financial Statements and related Notes are included in Part II, Item 8, and are identified in the Index on Page 25. 2. Consolidated Financial Statement Schedule - The following financial statement schedule and the Auditors’ report thereon is included in this Annual Report on Form 10-K: All schedules are omitted because it is not required information, or the information is presented in the consolidated financial statements or related notes. 3. The following exhibits are incorporated herein by reference: 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 filed July 16, 1996 (File No. 333-00888) 3.2 Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019) 10.1 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) 10.2 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). 10.3 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).** 10.4 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. DE C.V. (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018) 10.5 Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019).** 10.6 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). 10.7 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) 10.8 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) 10.9 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).** 10.10 Employment Agreement with Andrew D. C. LaFrence dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2023).** 10.11 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). 10.12 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) 10.13 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 (incorporated by reference to Exhibit 10.12 to Form 10-K filed March 31, 2025). 10.14 First Amendment to Employment Agreement with Jay D. Miller dated March 27, 2025 (incorporated by reference to Exhibit 10.13 to Form 10-K filed March 31, 2025).** 10.15 First Amendment to Employment Agreement with Andrew D. C. LaFrence dated March 28, 2025 (incorporated by reference to Exhibit 10.14 to Form 10-K filed March 31, 2025).** 10.16 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).** 10.17 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). 10.18 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). 10.19 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). 10.20 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. 19.1 Policy on Insider Trading (incorporated by reference to Form 10-K filed March 31, 2025). 21 Subsidiaries of Nortech Systems Incorporated* 23 Consent of Baker Tilly US, LLP* 31.1 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.* 31.2 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.* 32.1 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.* 97.1 Nortech Systems Incorporated Clawback Policy (incorporated by reference to Exhibit 97.1 to Form 10-K filed March 20, 2024) 101 Financial statements from the annual report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) * Filed electronically herewith. ** Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate 55 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Nortech Systems Incorporated Registrant By: /s/ Jay D. Miller March 26, 2026 Jay D. Miller President and Chief Executive Officer Pursuant 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. By: /s/ Jay D. Miller March 26, 2026 Jay D. Miller President and Chief Executive Officer (principal executive officer) and Director By: /s/ Andrew D. C. LaFrence March 26, 2026 Andrew D. C. LaFrence Chief Financial Officer (principal financial and accounting officer) By: /s/ David B. Kunin March 26, 2026 David B. Kunin, Chairman and Director By: /s/ Stacy A. Kruse March 26, 2026 Stacy A. Kruse, Director By: /s/ Ryan P. McManus March 26, 2026 Ryan P. McManus, Director By: /s/ Debarati Sen March 26, 2026 Debarati Sen, Director By: /s/ Amy Fredregill March 26, 2026 Amy Fredregill, Director By: /s/ Jose A. Peris March 26, 2026 Jose A. Peris, Director 56 INDEX TO EXHIBITS DESCRIPTIONS OF EXHIBITS 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 filed July 16, 1996 (File No. 333-00888) 3.2 Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019) 10.1 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) 10.2 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). 10.3 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).** 10.4 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. DE C.V. (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018) 10.5 Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019).** 10.6 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). 10.7 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) 10.8 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) 10.9 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).** 10.10 Employment Agreement with Andrew D. C. LaFrence dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2023)** 10.11 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). 10.12 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) 10.13 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 (incorporated by reference to Exhibit 10.12 to Form 10-K filed March 31, 2025). 10.14 First Amendment to Employment Agreement with Jay D. Miller dated March 27, 2025 (incorporated by reference to Exhibit 10.13 to Form 10-K filed March 31, 2025).** 10.15 First Amendment to Employment Agreement with Andrew D. C. LaFrence dated March 28, 2025 (incorporated by reference to Exhibit 10.14 to Form 10-K filed March 31, 2025).** 10.16 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).** 10.17 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). 10.18 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). 10.19 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). 10.20 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. 19.1 Policy on Insider Trading (incorporated by reference to Form 10-K filed March 31, 2025). 21 Subsidiaries of Nortech Systems Incorporated* 23 Consent of Baker Tilly US, LLP* 31.1 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.* 31.2 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.* 32.1 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.* 97.1 Nortech Systems Incorporated Clawback Policy (incorporated by reference to Exhibit 97.1 to Form 10-K filed March 20, 2024) 101 Financial statements from the annual report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) * Filed electronically herewith. ** Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate. 57