What changed in this filing

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Item 1. Business

2025-05-07 compared with 2024-05-01 · 36 added, 44 removed, 163 unchanged (33% of the section changed)

29 unchanged sentences

Our critical GMR conductor layers may be less than two nanometers, or five atomic layers, thick.

The second type of spintronic structure we use is based on tunneling magnetoresistance (TMR).

A more advanced type of spintronic structure we use is based on tunneling magnetoresistance (TMR).

Such devices are known as Spin-Dependent Tunnel (SDT) junctions or Magnetic Tunnel Junctions (MTJs).

27 unchanged sentences

Our couplers enable more efficient power conversion and interconnections to implement the IIoT for advanced factory automation.

DC-to-DC Convertor Products and Markets

Our isolated DC-to-DC convertors transfer energy between systems without direct electrical connections.

These components are used in power conversion systems and industrial networks for the IIoT.

We also make products that combine couplers and DC-to-DC convertors to transmit power as well as data.

Power Products and Markets

Power products include voltage regulators, interface ICs, DC-to-DC convertors, and products that combine couplers and DC-to-DC convertors to transmit energy as well as data.

Our isolated DC-to-DC convertors transfer energy between systems without direct electrical connections and are used in energy conversion systems and industrial networks for the IIoT.

Energy conversion applications include battery energy storage systems and hybrid/electric vehicles.

MRAM Products and Markets

5 unchanged sentences

Our product manufacturing includes “front-end” wafer production and “back-end” product testing.

We believe having our own U.S.

wafer production and test capabilities is an advantage over competitors that outsource such operations.

Wafer production is a cleanroom area with specialized equipment to deposit, pattern, etch, and process spintronic materials.

2 unchanged sentences

Each wafer may include thousands of devices.

We build spintronics structures on wafers in our fabrication facility.

We either saw wafers to be sold in die form or send wafers to Asia for dicing and packaging.

Other production operations include wafer-level inspection and testing.

We build spintronics structures on wafers in our fabrication facility and do wafer-level inspection and testing.

We either dice wafers to be sold in die form, send wafers to Asia for dicing and packaging, or process wafers into Wafer-Level Chip-Scale Parts (WLCSPs).

Packaged parts are returned to us to be tested, inventoried, and shipped.

Alternatively, the process to convert wafers to WLCSPs includes attaching solder balls, electrical testing, and wafer dicing.

Our facility has been certified under the ISO 9001:2015 quality management standard and is an Approved Place of Manufacture under ECS/CIG 021-024:

We believe having our own U.S.

wafer production and test capabilities is an advantage over competitors that outsource such operations.

We significantly increased our product testing capacity in the two most recent fiscal years in response to increased demand for our products.

Sales and Product Distribution

We rely on distributors who stock and resell our products in more than 75 countries.

Distributors of our products include America II Electronics, Inc., Angst+Pfister Sensors and Power, Avnet companies, and Digi-Key Corporation.

Distributors of our products include America II Electronics, Inc., Angst+Pfister Sensors and Power, and Digi-Key Corporation.

Our distributor agreements generally renew annually.

3 unchanged sentences

In the past year, we began marketing several new and improved products, including:

· more products combining data couplers with isolated DC-to-DC convertors to transmit power as well as data;

· ultra-high isolation data couplers;

· extended temperature isolated network transceivers

· new MRAM products for antitamper applications;

· high-sensitivity ultraminiature sensors;

· a new type of rotation sensor;

· our first Wafer-Level Chip-Scale sensors;

· advanced position sensors;

· new product evaluation boards.

Long-term product development programs in fiscal 2025 included:

· extremely sensitive TMR sensors;

· ultrahigh-sensitivity TMR sensors;

· next-generation sensors for hearing aids and implanted medical devices;

37 unchanged sentences

Dependence on Major Customers

We rely on several large customers for a significant percentage of our revenue, including Abbott Laboratories, Sonova AG, certain distributors, and certain other customers.

We rely on several large customers for a significant percentage of our revenue, including Abbott Laboratories, certain distributors, and certain other customers.

The loss of one or more of these customers could have a material adverse effect on us.

Government Regulations

We are subject to government regulations including, but not limited to, regulations related to environmental matters, tax matters, securities regulations, conflict minerals, ethics and foreign corrupt practices, import and export controls, product safety and liability, workplace health and safety, labor and employment, and data privacy.

We are subject to government regulations including, but not limited to, regulations related to environmental matters, tax matters, securities regulations, conflict minerals, ethics and foreign corrupt practices, import and export controls, tariffs and duties on incoming and outgoing goods, product safety and liability, workplace health and safety, labor and employment, and data privacy.

We incur and expect to continue to incur costs and expenses to comply with these regulations and may incur penalties for any failure to do so.

9 unchanged sentences

We had no contingent workers.

Our hiring was limited in fiscal 2025, in line with depressed industry conditions.

Workforce Demographics

We assessed our demographics using the data collection procedures for U.S.

Equal Employment Opportunity Commission form EEO-1.

Although we are not required to file forms with the U.S.

Equal Employment Opportunity Commission, we assessed our demographics using the data collection procedures for EEOC form EEO-1.

Specifically, we conducted a voluntary survey for self-identification and supplemented those data with personnel data and observer identification.

5 unchanged sentences

We provide opportunities for equipment operators (a job where female employees are well represented) to advance to technician and engineer positions, including internal equipment training, tuition reimbursement, and scheduling flexibility to attend classes.

Employee Racial Diversity

Racial Demographics

Our workforce demographics by race as of March 31, 2025, were as follows:

2 unchanged sentences

White or Caucasian

Black or African American and Asian employees are overrepresented in our workforce.

We believe this is because we are close to immigrant population clusters, have a multilingual workforce, provide equal pay, and equal opportunity for advancement, and have a culture of acceptance.

Educational Demographics

We have a highly educated workforce.

Thirty-nine percent of our employees have bachelor’s or advanced degrees compared to 26% of all Minnesota workers.

Employee Diversity, Equity, Inclusion, and Accessibility

Our goal is to promote diversity, equity, inclusion, and accessibility in our recruitment of directors, managers, and other employees.

We have policies to prevent discrimination based on gender, race, disability, ethnicity, nationality, religion, sexual orientation, gender identity, or gender expression.

We take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their gender, race, disability, ethnicity, nationality, religion, sexual orientation, gender identity, or gender expression.

We also take affirmative action to employ and advance veterans in employment.

We have a number of initiatives to maintain and increase our diversity.

For example, we participate in Dunwoody College of Technology’s Pathways to Careers (P2C) program and the Minnesota Technology Association’s SciTech internship program as a qualified employer.

P2C is focused on preparing underserved and underrepresented individuals for college success and immediate jobs.

The SciTech internship program has an objective of increasing the participation of women and students of color in science, technology, engineering, and mathematics.

Forty-three percent of our employees have bachelor’s or advanced degrees compared to 26% of all Minnesota workers.

Employee Turnover

Our voluntary employee turnover was 4% for fiscal 2025.

Voluntary turnover is calculated as the number of regular full-time employees as of March 31, 2024 who left voluntarily in the year ended March 31, 2025 (excluding retirements), divided by the average number of employees.

We define average number of employees as the average of the employees at the beginning and at the end of the fiscal year.

Executive Demographics

We have three Named Executive Officers .

All three are male;

one identifies as African American.

Board of Directors Demographics

Two of our five directors are women;

one identifies as Asian.

Women and Families

1 unchanged sentence

Additionally, Minnesota’s paid family and medical leave law, which provides paid time off during or following a pregnancy, goes into effect on January 1, 2026.

NVE is committed to the timely implementation of such paid leave.

Executive Diversity

We have three Named Executive Officers .

All are male;

one is racially diverse.

Board of Directors Diversity

We meet and are committed to continuing to meet the board diversity goals of NASDAQ Listing Rule 5605(f)(1), including at least two Diverse directors by December 31, 2026.

Additionally, we plan to nominate an ethnically diverse director in the Proxy Statement for our 2024 Annual Meeting of Shareholders.

An ethnically diverse director would meet the racial/ethnic diversity recommendations of Institutional Shareholder Services for Russell 3000 companies.

We are preparing for the timely implementation of such paid leave.

Employee Benefits

2 unchanged sentences

NVE is committed to providing a safe and healthy work environment.

The Compensation Committee of our Board of Directors oversees employee health and safety.

We offer employees a variety of health and fitness resources in conjunction with our medical insurance.

1 unchanged sentence

NVE provides paid training including paid on-the-job training, specialized online training, tuition reimbursement, and paid internships.

We are committed to hiring and promoting employees based on their acquired skills.

Employee Relations

5 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 1. Business