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Item 9A. Controls and Procedures

2025-03-07 compared with 2024-03-11 · 50 added, 58 removed, 124 unchanged (47% of the section changed)

21 unchanged sentences

in accordance with generally accepted accounting principles and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of our assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the Company are being made only in accordance with authorizations

of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the

financial statements.

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

34 unchanged sentences

15 – EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

following documents are filed as part of this Form 10-K:

The following documents are filed as part of this Form 10-K:

See Index to Exhibits on pages 55 through 57.

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is otherwise included.

documents followed by a parenthetical notation are incorporated herein by reference to previous filings with the Securities and Exchange

documents followed by parenthetical notation are incorporated herein by reference to previous filings with the Securities and Exchange

Commission, under Commission File No.

000-51372, as set forth below.

Amended and Restated Articles of Incorporation of Omega Flex, Inc.

Amended and Restated By-laws of Omega Flex, Inc.

Description of Common Stock

Indemnification and Insurance Matters Agreement dated July 29, 2005 between Omega Flex, Inc.

and Restated Articles of Incorporation of Omega Flex, Inc.

and Restated By-laws of Omega Flex, Inc.

of Common Stock

Indemnification

and Insurance Matters Agreement dated July 29, 2005 between Omega Flex, Inc.

and Mestek, Inc.

Form of Indemnification Agreements entered into between Omega Flex, Inc.

and its Directors and Officers and the Directors of its wholly-owned subsidiaries.

Schedule of Directors/Officers with Indemnification Agreements as of December 31, 2023

of Indemnification Agreements entered into between Omega Flex, Inc.

and its Directors and Officers and the Directors of its wholly-owned

subsidiaries.

Employment Agreement dated December 15, 2008 between Omega Flex, Inc.

Amendment No.

1 to the Employment Agreement dated January 1, 2014 between Omega Flex, Inc.

Amended and Restated Committed Revolving Line of Credit Note dated December 1, 2017 by Omega Flex, Inc.

to Santander Bank, N.A.

in the principal amount of $15,000,000.

Loan and Security Agreement dated December 17, 2009 between Omega Flex, Inc.

and Sovereign Bank, N.A.

First Amendment dated December 30, 2010 to the Loan and Security Agreement between Omega Flex, Inc.

and Sovereign Bank, N.A.

Second Amendment dated December 29, 2014 to the Loan and Security Agreement between Omega Flex, Inc.

and Santander Bank, N.A., (as successor in interest to Sovereign Bank, N.A.)

Third Amendment dated December 1, 2017 to the Loan and Security Agreement between Omega Flex, Inc.

and Santander Bank, N.A., (as successor in interest to Sovereign Bank, N.A.)

Amended and Restated Loan Agreement dated July 3, 2023, between Omega Flex, Inc.

and Restated Loan Agreement dated July 3, 2023, between Omega Flex, Inc.

and Santander Bank, N.A.

Second Amended and Restated Committed Revolving Line of Credit Note dated July 3, 2023, by Omega Flex, Inc.

Amended and Restated Committed Revolving Line of Credit Note dated July 3, 2023, by Omega Flex, Inc.

to Santander Bank, N.A.

Phantom Stock Plan dated December 11, 2006.

First Amendment to the Omega Flex, Inc.

Stock Plan dated December 11, 2006.

Amendment to the Omega Flex, Inc.

2006 Phantom Stock Plan

Omega Flex, Inc.

2006 Phantom Stock Plan (as amended and restated effective January 1, 2023).

Form of Phantom Stock Agreement entered into between Omega Flex, Inc.

and its directors, officers and employees (for grants made prior to January 1, 2023) .

Form of Phantom Stock Agreement entered into between Omega Flex, Inc.

and its directors, officers and employees (for grants made on or after January 1, 2023) .

Schedule of Phantom Stock Agreements between Omega Flex, Inc.

of Phantom Stock Agreement entered into between Omega Flex, Inc.

and its directors, officers and employees (for grants made prior

to January 1, 2023).

of Phantom Stock Agreement entered into between Omega Flex, Inc.

and its directors, officers and employees (for grants made on or

after January 1, 2023).

of Phantom Stock Agreements between Omega Flex, Inc.

and its directors and officers as of December 31, 2024.

Form of Change of Control Agreement entered into between Omega Flex, Inc.

of Change of Control Agreement entered into between Omega Flex, Inc.

and certain officers and employees.

Schedule of Change of Control Agreements between Omega Flex, Inc.

of Change of Control Agreements between Omega Flex, Inc.

and certain officers and employees as of December 31, 2024.

Insider Trading Policies and Procedures

List of Subsidiaries

Consent of RSM US LLP

Certification of Chief Executive Officer of Omega Flex, Inc.

pursuant to Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended

Certification of Chief Financial Officer of Omega Flex, Inc.

pursuant to Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended

Certification of Chief Executive Officer and Chief Financial Officer of Omega Flex, Inc.

Agreement By and Among Flex-Trac, Inc.

and the Shareholders and Other Parties Named Herein

2025 Equity Incentive Plan

of Flex-Trac, Inc.

2025 Equity Incentive Plan Notice of Restricted Stock Award

Trading Policies and Procedures

of Subsidiaries

of RSM US LLP

Certification

of Chief Executive Officer of Omega Flex, Inc.

pursuant to Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934,

Certification

of Chief Financial Officer of Omega Flex, Inc.

pursuant to Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934,

Certification

of Chief Executive Officer and Chief Financial Officer of Omega Flex, Inc.

pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy Relating to Recovery of Erroneously Awarded Compensation

Section 1350 as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002

Relating to Recovery of Erroneously Awarded Compensation

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

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Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).

Reference Key

as an Exhibit to the Registration Statement on Form 10-12G filed on June 22, 2005.

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as an Exhibit to the Annual Report on Form 10-K filed March 17, 2010.

as an Exhibit to the Annual Report on Form 10-K filed March 10, 2011.

as an Exhibit to the Current Report on Form 8-K filed December 29, 2014.

as an Exhibit to the Annual Report on Form 10-K filed April 2, 2007.

as an Exhibit to the Current Report on Form 8-K filed December 5, 2017.

as an Exhibit to the Quarterly Report on Form 10-Q filed November 7, 2022.

1 unchanged sentence

as an Exhibit to the Current Report on Form 8-K filed July 5, 2023.

as an Exhibit to the Annual Report on Form 10-K filed March 11, 2024.

contract, compensatory plan, or arrangement

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on its behalf by the undersigned, thereunto duly authorized.

OMEGA FLEX, INC.

March 7, 2025

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March 7, 2025

Glanvill, Director

Shea, Director

March 7, 2025

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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