What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-05-07 compared with 2024-05-01 · 115 added, 111 removed, 435 unchanged (34% of the section changed)

17 unchanged sentences

OTHER INFORMATION.

Clawback Policy

We have adopted a policy for recovery of erroneously awarded incentive compensation (a “Clawback Policy”), which is filed as Exhibit 97 to this Report.

Insider Trading Policies

Our insider trading policies and procedures are filed as Exhibit 19 to this Report.

Rule 10b5-1 Plan Disclosures for Section 16 Officers and Directors

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

A section titled “Delinquent Section 16(a) Reports” to be included in our Proxy Statement for our 2024 Annual Meeting of Shareholders will set forth information regarding delinquent Section 16(a) reports required by Item 10.

We have insider trading policies and procedures, which are filed as Exhibit 19 to this Report.

Additionally, a section titled “Delinquent Section 16(a) Reports” to be included in our Proxy Statement for our 2025 Annual Meeting of Shareholders will set forth information regarding delinquent Section 16(a) reports required by Item 10.

The section titled “Proposal 1.

Election of Board of Directors” will set forth certain information regarding our directors and executive officers required by Item 10, the section titled “Information About Our Executive Officers” will set forth information regarding our executive officers required by Item 10, and the section titled “Corporate Governance” will set forth information regarding our corporate governance and code of ethics required by Item 10.

The information in these sections to be included in the Proxy Statement for our 2024 Annual Meeting of Shareholders is incorporated by reference into this section.

Election of Board of Directors” will set forth certain information regarding our directors and executive officers required by Item 10, the section titled “Information About Our Executive Officers” will set forth information regarding our executive officers required by Item 10, the section titled “Corporate Governance” will set forth information regarding our corporate governance and code of ethics required by Item 10, and the section titled “Option-Grant Timing Practices” will contain information required by Item 10.

The information in these sections to be included in the Proxy Statement for our 2025 Annual Meeting of Shareholders is incorporated by reference into this section of this Report.

EXECUTIVE COMPENSATION.

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A list of exhibits is on the following page.

Amended and Restated Articles of Incorporation of the company as amended by the Board of Directors effective August 3, 2003 (incorporated by reference to the Form 8-K filed August 7, 2023).

Amended and Restated Articles of Incorporation of the company as amended by the Board of Directors effective August 3, 2003 (incorporated by reference to our Form 8-K filed August 7, 2023).

Bylaws of the company as amended by the Board of Directors effective May 6, 2020.

Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Lease dated October 1, 1998, with Glenborough Properties, LP (incorporated by reference to the Form 10-QSB for the period ended September 30, 2002).

First amendment to lease with Glenborough dated September 18, 2002 (incorporated by reference to the Form 10-QSB for the period ended September 30, 2002).

Second amendment to lease with Glenborough dated December 1, 2003 (incorporated by reference to the Form 10-QSB for the period ended December 31, 2003).

Third amendment to lease with Carlson Real Estate (incorporated by reference to the Form 8-K/A filed December 20, 2007).

Lease dated October 1, 1998, with Glenborough Properties, LP (incorporated by reference to our Form 10-QSB for the period ended September 30, 2002).

First amendment to lease with Glenborough dated September 18, 2002 (incorporated by reference to our Form 10-QSB for the period ended September 30, 2002).

Second amendment to lease with Glenborough dated December 1, 2003 (incorporated by reference to our Form 10-QSB for the period ended December 31, 2003).

Third amendment to lease with Carlson Real Estate (incorporated by reference to our Form 8-K/A filed December 20, 2007).

Fourth amendment to lease with the Barbara C.

Gage Revocable Trust (incorporated by reference to our Current Report on Form 8-K/A filed August 3, 2011).

Fifth amendment to lease with GRE – Bryant Lake, LLC (incorporated by reference to our Current Report on Form 8-K/A filed March 3, 2020).

Gage Revocable Trust (incorporated by reference to our Form 8-K/A filed August 3, 2011).

Fifth amendment to lease with GRE – Bryant Lake, LLC (incorporated by reference to our Form 8-K/A filed March 3, 2020).

Sixth amendment to lease with GRE – Bryant Lake, LLC (incorporated by reference to our Form 8-K/A filed November 7, 2024).

Employment Agreement with Daniel A.

Baker dated January 29, 2001 (incorporated by reference to the Form 10-KSB for the year ended March 31, 2001).

Baker dated January 29, 2001 (incorporated by reference to our Form 10-KSB for the year ended March 31, 2001).

NVE Corporation 2000 Stock Option Plan as Amended July 19, 2001, by the shareholders (incorporated by reference to our Registration Statement on Form S-8 filed July 20, 2001).

Indemnification Agreement by and between Pacesetter, Inc., a St.

Jude Medical Company, and the company (incorporated by reference to the Form 8-K filed September 27, 2005).

Jude Medical Company, and the company (incorporated by reference to our Form 8-K filed September 27, 2005).

Supplier Partnering Agreement by and between St.

Jude and the company (incorporated by reference to the Form 8-K filed January 4, 2006).

Jude and the company (incorporated by reference to our Form 8-K filed January 4, 2006).

Amendment No.

Jude Supplier Partnering Agreement (incorporated by reference to the Form 8-K/A filed February 7, 2011).

Jude Supplier Partnering Agreement (incorporated by reference to our Form 8-K/A filed February 7, 2011).

Supplier Quality Agreement between St.

Jude and the company (incorporated by reference to the Form 8-K filed February 10, 2016).

Jude and the company (incorporated by reference to our Form 8-K filed February 10, 2016).

Amendment No.

Jude Supplier Partnering Agreement (incorporated by reference to the Form 8-K/A filed April 21, 2016).

Jude Supplier Partnering Agreement (incorporated by reference to our Form 8-K/A filed April 21, 2016).

Amendment No.

8 to Abbott Supplier Partnering Agreement (incorporated by reference to the Form 8-K/A filed February 2, 2022).

8 to Abbott Supplier Partnering Agreement (incorporated by reference to our Form 8-K/A filed February 2, 2022).

Amendment No.

1 0 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 8-K/A filed J anuary 3 , 202 4 ).

Supply Agreement by and with Sonova AG (incorporated by reference to the Form 8-K/A filed November 16, 2015).

First Amendment to Sonova Supply Agreement (incorporated by reference to the Form 8-K/A filed February 18, 2020).

Second Amendment to Sonova Supply Agreement (incorporated by reference to the Form 8-K/A filed July 19, 2023).

1 0 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to o ur Form 8-K/A filed J anuary 3 , 202 4 ).

Amendment No.

1 1 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to our Form 8-K/A filed Febr uary 13 , 2025).

Insider Trading Policies and Procedures.

Consent of Boulay PLLP.

5 unchanged sentences

Section 1350.

Clawback Policy.

Clawback Policy (incorporated by reference to our Form 10-K filed May 1, 2024).

XBRL Instance Document

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/s/Patricia M.

(1) Richard W.

Kramp was unable to sign this Report due to illness.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Minneapolis, Minnesota

NVE CORPORATION BALANCE SHEETS

NVE CORPORATION

BALANCE SHEETS

March 31, 2025

4 unchanged sentences

Accounts receivable, net of allowance for credit losses of $ 15,000

Inventories, net

Prepaid expenses and other assets

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Total current liabilities

Operating lease

Long-term operating lease liability

Total liabilities

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Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

Retained earnings

2 unchanged sentences

See accompanying notes.

NVE CORPORATION STATEMENTS OF INCOME

NVE CORPORATION

STATEMENTS OF INCOME

Year Ended March 31,

1 unchanged sentence

Contract research and development

Total revenue

Total revenue, net

Cost of sales

13 unchanged sentences

Year Ended March 31,

Unrealized gain (loss) from marketable securities, net of tax

Unrealized gain on marketable securities, net of tax

Comprehensive income

See accompanying notes.

NVE CORPORATION STATEMENTS OF SHAREHOLDERS ’ EQUITY

NVE CORPORATION

STATEMENTS OF SHAREHOLDERS ’ EQUITY

Balance as of March 31, 2023

Repurchase of common stock

Exercise of stock options, net of shares withheld for exercise price

Comprehensive income:

Unrealized loss on marketable securities, net of tax

Unrealized gain on marketable securities, net of tax

Total comprehensive income

Stock-based compensation

Cash dividends declared ($4.00 per share of common stock)

Cash dividends ($4.00 per share of common stock)

Balance as of March 31, 2024

4 unchanged sentences

Stock-based compensation

Cash dividends declared ($4.00 per share of common stock)

Cash dividends ($4.00 per share of common stock)

Balance as of March 31, 2025

See accompanying notes.

NVE CORPORATION STATEMENTS OF CASH FLOWS

NVE CORPORATION

STATEMENTS OF CASH FLOWS

Year Ended March 31,

1 unchanged sentence

Adjustments to reconcile net income to net cash provided by operating activities:

Bond premium (discount) amortization

Bond discount amortization

Provision for current estimate of credit losses

1 unchanged sentence

Deferred income taxes

Non-cash operating lease credit

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accounts Payable

Accrued Payroll and other

Net cash provided by operating activities

3 unchanged sentences

Proceeds from maturities of marketable securities

Receipt of tenant improvement allowance

Net cash provided by (used in) investing activities

Net cash provided by investing activities

FINANCING ACTIVITIES

Exercise of stock options, net of shares withheld for exercise price

Repurchase of common stock

Net proceeds from exercise of stock options

Payment of dividends to shareholders

Net cash used in financing activities

Increase (decrease) in cash and cash equivalents

(Decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

8 unchanged sentences

We operate in one reportable segment.

Our CEO is our “Chief Operating Decision Maker” as defined under Accounting Standards Update 2023-07.

Our CEO assesses our performance and allocates resources based on net income and total assets, which are the same amounts in all material respects as those reported on the statements of income and balance sheets.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

10 unchanged sentences

Additionally, we are dependent on critical suppliers including our packaging vendors and suppliers of certain raw silicon and semiconductor wafers that are incorporated in our products.

Industry shortages and supply-chain disruptions in the past several years have increased the risks of supply interruptions.

Recent changes in tariffs and trade regulations may increase the risks of supply interruptions.

Marketable securities

Our marketable securities consist of corporate bonds and money market funds.

Our marketable securities consist of corporate bonds and money market funds and are classified as available for sale.

Marketable securities are initially recognized at cost.

10 unchanged sentences

Accounts Receivable and Allowance for Credit Losses

We grant credit to customers in the normal course of business and at times may require customers to prepay for orders prior to shipment.

Accounts receivable are recorded net of allowance for credit losses.

We specifically analyze accounts receivable, historical credit losses, and customer creditworthiness when estimated allowance for credit losses.

Inventories are stated at the lower of cost or net realizable value.

We extend credit terms to customers in the normal course of business.

We perform ongoing credit valuations of customers’ financial condition, and generally require no collateral.

We maintain an allowance for expected credit losses on accounts receivables, which is recorded as an offset to accounts receivable.

Changes in the allowance for credit losses are included as a component of operating expenses in the Statements of Income and Statements of Comprehensive Income.

We assesses credit losses on a collective basis where similar risk characteristics exist.

Risk characteristics we consider include customer type, geography, market, credit risk, and receivable age.

Receivables that do not share risk characteristics with other receivables, or where known collectability issues exist, are evaluated on an individual basis.

In determining the allowance for credit losses, the Company considers historical loss rates, adjusted for current market conditions, and reasonable and supportable forecasts of future economic conditions, when applicable.

Accounts considered to be uncollectible are written off against the allowance for credit losses.

Inventories are stated at the lower of cost and net realizable value.

Cost is determined by the first in, first out method.

4 unchanged sentences

Depreciation of machinery and equipment is recorded over the estimated useful lives of the assets, generally five years, using the straight-line method.

Amortization of leasehold improvements is recorded using the straight-line method over the lesser of the remaining term of the lease or five-year useful life.

We record losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.

Amortization of leasehold improvements is recorded using the straight-line method over the lesser of the remaining term of the lease and five-year useful life.

We record losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those asset groups are less than the assets’ carrying amount.

We did not identify any indicators of impairment during fiscal 2025 or 2024.

4 unchanged sentences

We recognize revenue from product sales to customers and distributors when we satisfy our performance obligation, at a point in time, on product shipment or delivery to our customer or distributor as determined by agreed-on shipping terms.

Shipping charges billed to customers are included in product sales and the related shipping costs are included in cost of sales.

Shipping charges billed to customers are included in product sales and the related shipping costs are included in cost of sales as incurred.

Under certain limited circumstances, our distributors may earn commissions for activities unrelated to their purchases of our products, such as for facilitating the sale of custom products or research and development contracts with third parties.

5 unchanged sentences

Accounts receivable is recognized when we have transferred a good or service to a customer and our right to receive consideration is unconditional through the completion of our performance obligation.

Accounts receivable as of March 31, 2025 and 2024 are reported on the balance sheets.

Accounts receivable, net of allowance for credit losses, as of April 1, 2023 were $6,523,344.

A contract asset is recognized when we have a right to consideration from the transfer of goods or services to a customer but have not completed our performance obligation.

A contract liability is recognized when we have been paid by a customer but have not yet satisfied the performance obligation by transferring goods or services.

We had no material contract assets or contract liabilities as of March 31, 2024, or March 31, 2023.

We had no material contract assets or contract liabilities as of March 31, 2025, or 2024.

Our performance obligations related to product sales and contract research and development contracts are satisfied in one year or less.

23 unchanged sentences

Actual results could differ from those estimates.

Recently Adopted Accounting Standard

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements.

ASU 2016-13 requires a financial asset (or a group of financial assets) to be presented at the net amount expected to be collected.

The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.

In November 2018 the FASB issued ASU No.

2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which clarifies codification and corrects unintended application of the guidance, and in November 2019, the FASB issued ASU No.

2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which clarifies or addresses specific issues about certain aspects of ASU 2016-13.

In November 2019 the FASB issued ASU No.

2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

Effective Dates, and in February 2020 the FASB issued ASU No.

2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No.

2016-02, Leases (Topic 842), both of which delay the effective date of ASU 2016-13 by three years for certain Smaller Reporting Companies such as us.

In March 2020, the FASB issued ASU No.

2020-03, Codification Improvements to Financial Instruments;

which modifies the measurement of expected credit losses of certain financial instruments.

We adopted ASU No.

2016-13 beginning with the quarter ended June 30, 2023.

The adoption resulted in disclosure changes and required us to consider the likelihood of default and to measure our allowance for credit losses over the contractual term of our receivables.

The adoption did not have a material impact on the financial statements as of March 31, 2024 or April 1, 2023.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information on estimates and assumptions.

Reclassification

The presentation of certain items in the statement of cash flows for the year ended March 31, 2024 has been changed to conform to the classifications used for the year ended March 31, 2025.

These reclassifications had no effect on shareholders’ equity, net income, or comprehensive net income as previously reported.

NEW ACCOUNTING STANDARDS NOT YET ADOPTED

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

ASU 2024-03 aims to enhance transparency for users of financial statements by requiring public business entities to disaggregate specific expense categories.

In January 2025, the FASB issued ASU No.

2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date , which clarified the effective date for non-calendar year-end entities such as us.

ASU 2024-03 mandates disclosures in the notes to financial statements detailing the composition and trends of key expense categories within major income statement captions.

These enhanced disclosures are intended to help investors more effectively assess the entity’s performance, understand its cost structure, and make more accurate forecasts of future cash flows.

For public business entities, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, which for us will be for fiscal 2028 and for interim reporting periods beginning with the first quarter of fiscal 2029.

The adoption will result in disclosure changes only.

In December 2023, the FASB issued ASU No.

6 unchanged sentences

MARKETABLE SECURITIES

The following table shows the major categories of our marketable securities and their contractual maturities as of March 31, 2024:

The following table shows the major categories of our marketable securities and cash equivalents and their contractual maturities as of March 31, 2025:

Money market funds

Treasury securities

Corporate bonds

Total marketable securities represent approximately 79% of our total assets as of March 31, 2024.

Total marketable securities and money market funds represent approximately 75% of our total assets as of March 31, 2025.

Marketable securities as of March 31, 2025, had remaining maturities between six weeks and 49 months.

Money market funds are included on the balance sheets in “Cash and cash equivalents.” Corporate bonds are included on the balance sheets in “Marketable securities, short term” and “Marketable securities, long term.” Accrued interest receivables were $ 460,627 as of March 31, 2024, and $ 425,372 as of March 31, 2023, and are included in the balance sheets in “Prepaid expenses and other assets.”

Money market funds are included on the balance sheets in “Cash and cash equivalents.” Corporate bonds are included in “Marketable securities, short-term” and “Marketable securities, long-term.” Treasury securities are included in “Marketable securities, long-term.” Accrued interest receivables were $ 340,241 as of March 31, 2025, and $ 460,627 as of March 31, 2024, and are included in the balance sheets in “Prepaid expenses and other assets.”

We monitor the credit ratings of our marketable securities at least quarterly as reported by Standard & Poor’s.

5 unchanged sentences

Money market funds

Treasury securities

Corporate bonds

3 unchanged sentences

Money market funds

Treasury securities

Corporate bonds

The following table shows the gross unrealized holding losses and estimated fair value of our marketable securities for which an allowance for credit losses has not been recorded, aggregated by category of securities and length of time that individual securities had been in a continuous unrealized loss position as of March 31, 2024 and 2023:

The following table shows the gross unrealized holding losses and estimated fair value of our marketable securities, aggregated by category of securities and length of time that individual securities had been in a continuous unrealized loss position as of March 31, 2025 and 2024:

Less Than 12 Months

12 Months or Greater

Holding Losses

As of March 31, 2025

5 unchanged sentences

The issuers continue to make timely interest payments on these securities.

Because we believe it is more likely than not we will recover the cost basis of our investments, we did not record any impairment attributable to credit losses.

None of the marketable securities purchased during the period had experienced more-than-insignificant deterioration in credit quality since its origination and were therefore not considered “Purchased Financial Assets with Credit Deterioration.”

Unrealized losses on our marketable securities and their tax effects are as follows:

Unrealized gains on our marketable securities and their tax effects are as follows:

Year Ended March 31,

Unrealized gain (loss) from marketable securities

Unrealized gain (loss) from marketable securities, net of tax

ALLOWANCE FOR CREDIT LOSSES ON ACCOUNTS RECEIVABLES

The following table shows a roll forward of the allowance for accounts receivable credit losses:

Allowance for credit losses as of March 31, 2023

Additions during the year

Reversals during the year

Specific accounts deemed uncollectible

Allowance for credit losses as of March 31, 2024

Unrealized gain on marketable securities

Unrealized gain on marketable securities, net of tax

Inventories are shown in the following table:

33 unchanged sentences

Dividend yield

We assumed a 4.5% to 5% dividend yield for fiscal 2024 and 5.0% to 5.5% for fiscal 2023 based on the dividend yield on the date the options were granted.

We assumed a 4.6% to 5% dividend yield for fiscal 2025 and 4.5% to 5% dividend yield for fiscal 2024 based on the dividend yield on the date the options were granted.

Tax effects of stock-based compensation

Stock-based compensation increased deferred tax assets by $29,934 for fiscal 2024 and reduced deferred tax assets by $16,976 for fiscal 2023.

Stock-based compensation increased deferred tax assets by $17,142 for fiscal 2025 and by $29,934 for fiscal 2024.

General stock option information

7 unchanged sentences

Weighted average grant date fair value of options granted during the year

Of the 9,000 stock options exercised during the year ended March 31, 2025, 7,000 were exchanged in a cashless net option exercise which resulted into the issuance of 1,490 common shares.

Of the 5,000 stock options exercised during the year ended March 31, 2024, 2,000 were exchanged in a cashless net option exercise which resulted into the issuance of 850 common shares.

The following table summarizes additional information about stock options outstanding and exercisable at March 31, 2025:

1 unchanged sentence

Options Exercisable

Options Outstanding

Weighted Average

7 unchanged sentences

The total fair value of options granted was $ 147,986 in fiscal 2025 and $ 143,943 in fiscal 2024.

There was $ 4,181 of unrecognized stock-based compensation as of March 31, 2024 related to nonvested options, which we expect to recognize in the first quarter of fiscal 2025.

There was $ 4,181 of unrecognized stock-based compensation as of March 31, 2024 related to nonvested options, which was recognized in the first quarter of fiscal 2025.

There was no unrecognized stock-based compensation as of March 31, 2025 related to nonvested options.

Income tax provisions for fiscal 2025 and 2024 consisted of the following:

9 unchanged sentences

State income taxes, net of Federal benefit

Research & development and manufacturing tax credits

R&D and manufacturing tax credits

Tax effect of foreign-derived intangible income deduction

13 unchanged sentences

As of March 31, 2025 we had no accrued interest related to uncertain tax positions.

Federal and State estimated taxes overpayment were $31,250 as of March 31, 2024 and estimated taxes payable were $161,092 as of March 31, 2023.

The tax years 2020 through 2023 remain open to examination by the major taxing jurisdictions to which we are subject.

We conduct our operations in a leased facility under a non-cancellable lease expiring March 31, 2026.

Federal and State taxes payable were $243,394 as of March 31, 2025 and estimated taxes overpayment was $31,250 as of March 31, 2024.

The tax years ended March 31, 2021 through March 31, 2025 remain open to examination by the major taxing jurisdictions to which we are subject.

We conduct our operations in a leased facility under a non-cancellable lease expiring May 31, 2031.

Effective November 4, 2024 we executed an Amendment extending our lease, which would have expired March 31, 2026 without the Amendment.

Liabilities under the lease Amendment are included in the lease-liabilities table below.

For further details on obligations under our lease as amended, refer to our Form 8-K/A filed on November 7, 2024.

We have an option to extend the lease for an additional five years at the market rent subject to certain terms and conditions.

6 unchanged sentences

Operating cash flows for leases

Remaining lease term (years)

Right-of-use assets obtained in exchange for new lease liabilities

Operating lease

Remaining lease term (months)

Discount rate

9 unchanged sentences

Year Ended March 31,

We do not currently believe the receivable balances from this customer represents a significant credit risk based on our analysis of the likelihood of default.

We do not currently believe the receivable balances from these customers represent significant credit risks based on our analysis of the likelihood of default.

STOCK REPURCHASE PROGRAM

2 unchanged sentences

On August 27, 2015, we announced that our Board of Directors authorized up to $ 5,000,000 of additional repurchases.

Our repurchase program does not have an expiration date and does not obligate us to purchase any shares.

The Program may be modified or discontinued at any time without notice.

We intend to finance any stock repurchases with cash provided by operating activities or maturating marketable securities.

We repurchased 264 shares of our Common Stock in fiscal 2023.

The remaining authorization was $ 3,520,369 as of March 31, 2024.

Our repurchase program does not have an expiration date and does not obligate us to purchase any shares, and in recent years we have focused on cash dividends as a more efficient way to return capital to our shareholders.

The remaining authorization was $ 3,520,369 as of March 31, 2025.The repurchase program may be modified or discontinued at any time without notice.

INFORMATION AS TO EMPLOYEE STOCK PURCHASE, SAVINGS, AND SIMILAR PLANS

All of our employees are eligible to participate in our 401(k) savings plan the first quarter after reaching age 18.

All of our employees except interns are eligible to participate in our 401(k) savings plan the first quarter after reaching age 18.

Employees may contribute up to the Internal Revenue Code maximum.

4 unchanged sentences

EXHIBIT INDEX

Insider Trading Policies and Procedures.

Consent of Boulay PLLP.

5 unchanged sentences

Section 1350.

Clawback Policy.

XBRL Instance Document

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