What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-17 compared with 2024-12-19 · 26 added, 21 removed, 126 unchanged (27% of the section changed)

37 unchanged sentences

to satisfy the affirmative defense conditions of Rule 10b5-1.

The plan has a 90 day cooling off period, provides for the sale of up to

42,000 shares if the pricing terms of the plan are met, and terminates no later than March 31, 2025 .

The plan has a greater than 90 -day cooling off period, provides for the

sale of up to 110,398 shares if the pricing terms of the plan are met, and terminates no later than December 31, 2026 .

Directors, Executive Officers and Corporate Governance

15 unchanged sentences

are included in Part II, Item 8:

of Independent Registered Public Accounting Firm - Whitley Penn LLP (PCAOB ID 726 )

Consolidated Statements of Income for the years ended September 29, 2024 and October 1, 2023

Consolidated Balance Sheets as of September 29, 2024 and October 1, 2023

Consolidated Statement of Stockholders’ Equity for the years ended September 29, 2024 and October 1, 2023

Consolidated Statements of Cash Flows for the years ended September 29, 2024 and October 1, 2023

Report of Independent Registered Public Accounting Firm - Whitley Penn LLP (PCAOB ID 726 )

Consolidated Statements of Income for the years ended September 28, 2025 and September 29, 2024

Consolidated Balance Sheets as of September 28, 2025 and September 29, 2025

Consolidated Statement of Stockholders’ Equity for the years ended September 28, 2025 and September 29, 2024

Consolidated Statements of Cash Flows for the years ended September 28, 2025 and September 29, 2024

Notes to the Consolidated Financial Statements

3 unchanged sentences

Exhibit Index

Note to Draft:

Exhibit List and Footnotes subject to HWH review.

Certificate of Incorporation, as amended to date (1)

Bylaws of Optex Systems Holdings (2)

Charters of the Audit Committee, Compensation Committee and Nominating Committee (3)

of the Audit Committee, Compensation Committee and Nominating Committee (3)

Description of Capital Stock (4)

Specimen Stock Certificate (5)

Stock Certificate (5)

Lease for 1420 Presidential Blvd., Richardson, TX (6) .

Third Amendment to Lease, between Aquiport DFWIP and Optex Systems, Inc., dated January 7, 2010 (7)

Employment Agreement with Karen Hawkins, dated as of January 1, 2024 (8)

Agreement with Karen Hawkins, dated as of January 1, 2024 (8)

Form of Lease (9)

3 unchanged sentences

Sixth Amendment to Lease Agreement (13)

First Amendment to Lease (13)

Amendment to Lease (13)

Optex Systems Holdings, Inc.

2023 Equity Incentive Plan (14)

Form of Performance Shares Agreement (Executives) (19)

Form of Restricted Stock Agreement (19)

of Performance Shares Agreement (Executives) (19)

of Restricted Stock Agreement (19)

Form of Incentive Stock Option Agreement (19)

Form of Non-Qualified Stock Option Agreement (19)

of Non-Qualified Stock Option Agreement (19)

Form of Stock Appreciation Rights Agreement (19)

Form of Restricted Stock Unit Agreement (19)

Business Loan Agreement dated as of March 22, 2023 by and between Optex Systems Holdings, Inc., Optex Systems, Inc., and Texas Capital Bank (including Note) (15)

Loan Agreement effective as of May 22, 2025 by and among Optex Systems Holdings, Inc., Optex Systems, Inc., and Texas Capital Bank

(including Note) (15)

Purchase Agreement and Contract Manufacturing Agreement (RUB Aluminium s.r.o.) (18)

Form of Director and Officer Indemnification Agreement (18)

of Director and Officer Indemnification Agreement (18)

Agreements with Chad George, dated August 11, 2025 (20)

Employment Agreements with Chad George, dated December 5, 2025

Code of Ethics (16)

Insider Trading Policy

List of Subsidiaries — Optex Systems, Inc.

of Independent Registered Public Accounting Firm – (Whitley Penn LLP)

of Subsidiaries — Optex Systems Holdings, Inc.

Consent of Independent Registered Public Accounting Firm – (Whitley Penn LLP)

Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

2 unchanged sentences

Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

Clawback Policy (19)

XBRL Instance Document

21 unchanged sentences

by reference from Annex B to our Definitive Proxy Statement on Schedule 14A, filed on January 17, 2023.

by reference from our Current Report on Form 8-K, dated March 22, 2023.

by reference from our Quarterly Report on Form 10-Q for the quarter ended June 29, 2025.

by reference from our Registration Statement on Form S-1 filed on May 19, 2009.

1 unchanged sentence

by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Incorporated by reference from our Annual Report on Form 10-K for the year ended October 1, 2023.

by reference from our Annual Report on Form 10-K for the year ended October 1, 2023.

Incorporated by reference from our Current Report on Form 8-K, filed on August 11, 2025.

Management contracts and compensatory plans and arrangements.

17 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