What changed in this filing

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Item 9A. Controls and Procedures

2026-05-06 compared with 2025-05-07 · 91 added, 73 removed, 477 unchanged (26% of the section changed)

17 unchanged sentences

OTHER INFORMATION.

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

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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

We have insider trading policies and procedures, which are referenced in Item 15(b) of this Report.

Additionally, a section titled “Delinquent Section 16(a) Reports” to be included in our Proxy Statement for our 2026 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, 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 2026 Annual Meeting of Shareholders is incorporated by reference into this section of this Report.

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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.

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

Amendment No.

12 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to our Form 8-K/A filed December 17, 2025).

Insider Trading Policies and Procedures (incorporated by reference to our Form 10-K filed May 7, 2025) .

Consent of Boulay PLLP.

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Minneapolis, Minnesota

NVE CORPORATION

BALANCE SHEETS

NVE CORPORATION BALANCE SHEETS

March 31, 2026

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Less accumulated depreciation and amortization

Net fixed assets

Fixed assets, net

Deferred tax assets

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Total current liabilities

Deferred tax liabilities

Long-term operating lease liability

2 unchanged sentences

Common stock, $ 0.01 par value, 6,000,000 shares authorized;

4,837,166 issued and outstanding as of March 31, 2025 and 4,833,676 as of March 31, 2024

4,837,166 issued and outstanding as of March 31, 2026, and March 31, 2025

Additional paid-in capital

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See accompanying notes.

NVE CORPORATION

STATEMENTS OF INCOME

NVE CORPORATION STATEMENTS OF INCOME

Year Ended March 31,

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Selling, general, and administrative

Credit loss expense

Total expenses

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See accompanying notes.

NVE CORPORATION

STATEMENTS OF SHAREHOLDERS ’ EQUITY

NVE CORPORATION STATEMENTS OF SHAREHOLDERS ’ EQUITY

Balance as of March 31, 2024

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Balance as of March 31, 2025

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

Comprehensive income:

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See accompanying notes.

NVE CORPORATION

STATEMENTS OF CASH FLOWS

NVE CORPORATION STATEMENTS OF CASH FLOWS

Year Ended March 31,

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Bond discount amortization

Provision for current estimate of credit losses

Stock-based compensation

Deferred income taxes

Non-cash operating lease credit

Non-cash operating lease expense (credit)

Changes in operating assets and liabilities:

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INVESTING ACTIVITIES

Purchases of fixed assets

Purchases of marketable securities

Proceeds from maturities of marketable securities

Net cash provided by investing activities

Purchases of fixed assets

Net cash (used in) provided by investing activities

FINANCING ACTIVITIES

Net proceeds from exercise of stock options

Payment of dividends to shareholders

Net proceeds from exercise of stock options

Net cash used in financing activities

(Decrease) increase in cash and cash equivalents

Decrease in cash and cash equivalents

Cash and cash equivalents at beginning of year

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NOTES TO FINANCIAL STATEMENTS

BASIS OF PRESENTATION

Description of Business

We develop and sell devices that use spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information.

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.

Segment Reporting

In accordance with ASC 280, Segment Reporting , operating segments are determined based on the information provided to the Chief Operating Decision Maker (CODM) on a regular basis and used for the purpose of assessing performance and allocating resources within the company.

Our CEO is deemed to be our CODM since he makes all major decisions on how to allocate the resources and assess the performance for strategic and operational initiatives.

The CODM is regularly provided with and reviews revenue and gross margin information by revenue categories, product categories, and operating expenses by category to assess performance and allocate resources.

ASC 280 indicates that a component is an operating segment if it meets the following criteria:

· It engages in business activities from which it may earn revenues and incur expenses.

· Its operating results are regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance.

· Its discrete financial information is available.

We analyze revenues and assess sales performance in various categories but we do not prepare or analyze discrete financial information such as sales expenses, operating results, or profit and loss itemized by category.

Therefore, we have concluded that the Company as a whole is a single operating and reportable segment under ASC 280, Segment Reporting .

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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.

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

Recent changes in tariffs and trade regulations, as well as geopolitical conflicts, may increase the risks of supply interruptions.

Marketable securities

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

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

Marketable securities are initially recognized at cost.

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Level 3 – Securities whose fair values are determined using unobservable inputs.

Corporate bonds with remaining maturities of less than one year are classified as short-term and those with remaining maturities of one year or more are classified as long-term.

Corporate bonds and treasury securities with remaining maturities of less than one year are classified as short-term and those with remaining maturities of one year or more are classified as long-term.

We consider all highly liquid investments with maturities of three months or less when purchased, including money market funds, to be cash equivalents.

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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.

We assess 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.

In determining the allowance for credit losses, we consider 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.

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Product Warranty

In general, we warranty our products to be free from defects in material and workmanship for one year.

In general, we warranty our products to be free from defects in material and workmanship within 90 days of purchase.

Fixed assets are stated at cost.

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Contracts have specifications unique to each customer and do not create an asset with an alternate use, and we have an enforceable right to payment for performance completed to date.

We use the proportion of total contract consideration attributable to performance milestones achieved as the measurement of progress toward completion.

We recognize revenue over a period of time using the percentage-of-completion method.

Percentage of completion is measured using the cost-to-cost method, which compares costs incurred to date as a percentage of total estimated costs.

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.

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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.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

For public business entities, ASU 2023-09 was effective for annual periods beginning after December 15, 2024, which is fiscal 2026 for us.

The adoption resulted in disclosure changes only in this Report, including a tabular reconciliation of our income tax provision in dollars and percentages in Note 7 to the Financial Statements of this report.

NEW ACCOUNTING STANDARDS NOT YET ADOPTED

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

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2025-05, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses for Accounts Receivable and Contract Assets .

ASU 2025-05 aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users.

The guidance allows a practical expedient of assuming current conditions as of the balance sheet date remain unchanged for the remaining life of the assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, which will be fiscal 2027 for us, with early adoption permitted.

We are not currently planning early adoption.

Adoption of ASU 2025-05 will result in disclosure changes.

We do not currently expect the adoption to have a material impact on our Financial Statements.

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

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

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The adoption will result in disclosure changes only.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be fiscal 2026 for us.

The adoption will result in disclosure changes only.

We do not expect the adoption of other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date to have a material impact on our Financial Statements when they are adopted.

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Total marketable securities and money market funds represent approximately 71% of our total assets as of March 31, 2026.

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

Marketable securities as of March 31, 2026, had remaining maturities between one and thirty-seven months.

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 $ 455,566 as of March 31, 2026, and $ 340,241 as of March 31, 2025, 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.

The following table summarizes the fair values of our marketable securities as of March 31, 2025, aggregated by credit rating:

Credit Rating

The following table shows the estimated fair value of our marketable securities, aggregated by fair value hierarchy inputs used in estimating their fair values:

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Stock Option Plan

Our 2000 Stock Option Plan, as amended, provides for issuance to employees, directors, and certain service providers of incentive stock options and nonstatutory stock options.

Our 2000 Stock Option Plan, as amended, provides for issuance of up to 5,000,000 common shares to employees, directors, and certain service providers of incentive stock options and nonstatutory stock options.

As of March 31, 2026, the number of common shares remaining available for future issuance under our stock option plan was 113,240.

Generally, the options may be exercised at any time prior to expiration, subject to vesting based on terms of employment.

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Tax effects of stock-based compensation

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

Stock-based compensation decreased net deferred tax liability by $20,418 for fiscal 2026, and increased net deferred tax assets by $17,142 for fiscal 2025.

General stock option information

The following table summarizes the activity for all stock options outstanding for the years ended March 31, 2026 and 2025:

Year Ended March 31,

Weighted Average

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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.

No stock options were exercised in fiscal 2026.

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.

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Options Exercisable

Options Outstanding

Weighted Average

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Current taxes

State (Minnesota)

Deferred taxes

State (Minnesota)

Income tax provision

A reconciliation of income tax provisions at the U.S.

statutory rate for fiscal 2025 and 2024 is as follows:

A reconciliation of the statutory tax rate to the effective tax rate for fiscal 2026 and 2025 is as follows:

Year Ended March 31,

% of Pretax Income

Income before income taxes

Tax expense at U.S.

1 unchanged sentence

State income taxes, net of Federal benefit

R&D and manufacturing tax credits

Tax effect of foreign-derived intangible income deduction

Income tax provision

Tax credits (R&D and manufacturing credits)

Effect of foreign-derived intangible income deductions

Non-deductible items

Provision for income taxes

Income taxes paid for fiscal 2026 and 2025, disaggregated by federal and state, are as follow:

Year Ended March 31,

Income taxes paid:

State (Minnesota)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of our deferred tax assets and liabilities as of March 31, 2025 and 2024 were as follows:

Significant components of our deferred tax assets and deferred tax liabilities as of March 31, 2026 and 2025 were as follows:

As of March 31, 2026

As of March 31, 2025

Net Deferred Tax Assets/

(Liabilities)

Paid time off accrual

Inventory reserve

Reserve for obsolete inventory

Depreciation and amortization

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Section 174 R&D expense

UNICAP 263A inventory

Deferred tax assets

Section 263A UNICAP inventory

We had no unrecognized tax benefits as of March 31, 2026, and we do not expect any significant unrecognized tax benefits within 12 months of the reporting date.

We recognize interest and penalties related to income tax matters in income tax expense.

We recognize interest and penalties related to income tax matters in provision for income taxes.

As of March 31, 2026 we had no accrued interest related to uncertain tax positions.

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.

Federal estimated tax overpayment was $1,261,822 and State taxes payable was $69,968 as of March 31, 2026.

Federal and State taxes payable were $243,394 as of March 31, 2025.

The tax years ended March 31, 2023 through March 31, 2026 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.

Our lease does not provide an implicit rate, so we used our incremental borrowing rate to determine the present value of lease payments.

Lease expense is recognized on a straight-line basis over the lease term.

Details of our operating lease are as follows:

Details of the lease are as follows:

Year Ended March 31,

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CONCENTRATIONS

The following table summarizes customers comprising 10% or more of revenue for the two most recent fiscal years:

% of Accounts Receivable

One customer accounted for 10% or more of total revenue for fiscal 2026:

% of Accounts

Year Ended March 31,

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

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

STOCK REPURCHASE PROGRAM

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

There were no stock repurchases for the fiscal years ended March 31, 2026 or 2025.

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.

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Our matching contributions were $ 100,686 for fiscal 2026 and $ 94,912 for fiscal 2025.

SUBSEQUENT EVENTS

On May 7, 2025 we announced that our Board had declared a quarterly cash dividend of $ 1.00 per share of Common Stock to be paid May 30, 2025 to shareholders of record as of the close of business May 19, 2025 .

SUBSEQUENT EVENT

On May 6, 2026 we announced that our Board had declared a quarterly cash dividend of $ 1.00 per share of Common Stock to be paid May 29, 2026 to shareholders of record as of the close of business on May 18, 2026 .

EXHIBIT INDEX

Insider Trading Policies and Procedures.

Consent of Boulay PLLP.

13 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