13 unchanged sentences
Under the supervision of our Certifying Officers, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control-Integrated Framework." Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
+Added: We acquired GuideTech LLC, MKR Fabrication LLC and Warnke Precision Machining LLC in November 2025 (together, the "2025 Acquired Companies").
+Added: Management has excluded the 2025 Acquired Companies from its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2025.
+Added: The total assets, excluding intangible assets and goodwill, and total revenue of the 2025 Acquired Companies represent approximately 9.1% and 26.5%, respectively, of the related consolidated financial statements amounts as of and for the fiscal year ended December 31, 2025.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm as permitted due to our status as an emerging growth company under the JOBS Act.
1 unchanged sentence
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: We are currently in the process of integrating the 2025 Acquired Companies' operations, control processes and information systems into our systems and control environment.
+Added: We believe that we have taken the necessary steps to monitor and maintain appropriate internal controls over financial reporting during this integration.
Other Information.
4 unchanged sentences
Executive Officers and Directors
−Removed: The information required by this item with respect to our executive officers is set forth in Part I of this Annual Report on Form 10-K under the caption "Information about our Executive Officers," and information relating to the availability of our code of conduct for executive officers and directors is set forth below.
+Added: Information relating to the availability of our code of conduct for executive officers and directors is set forth below.
The other information required by this item is incorporated by reference to our definitive proxy statement to be filed in connection with the 2026 Annual Meeting of Stockholders no later than 120 days after December 31, 2025.
62 unchanged sentences
Form of Restricted Stock Agreement under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023)
−Removed: Amended and Restated Outside Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).
+Added: Form of Stand-Alone Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 17, 2025)
+Added: Amended and Restated Outside Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended September 30, 2025).
Employment Agreement, dated June 12, 2023, among Denis Garagic, Sarcos Corp.
8 unchanged sentences
and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 6, 2024).
−Removed: Employment Agreement, dated January 11, 2024, between the Company, Sarcos Corp.
−Removed: and Matthew Vogt (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023).
Amended and Restated Employment Agreement, dated December 26, 2024, among Benjamin G.
1 unchanged sentence
and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 27, 2024).
−Removed: Peterson Offer Letter, between the Company, Sarcos Corp.
−Removed: and Laura Peterson, dated January 17, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on January 19, 2024) .
−Removed: Separation Agreement and Release, dated as of March 14, 2024, among the Company, Sarcos Corp.
−Removed: and Andrew Hamer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 26, 2024).
−Removed: Retention Bonus Letter Agreement, dated January 19, 2024, among Denis Garagic, Sarcos Corp.
−Removed: and the Company (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).
−Removed: Retention Bonus Letter Agreement, dated January 19, 2024, among Andrew Hamer, Sarcos Corp.
−Removed: and the Company (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).
−Removed: Retention Bonus Letter Agreement, dated January 19, 2024, among Stephen Sonne, Sarcos Corp.
−Removed: and the Company (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).
−Removed: Retention Bonus Letter Agreement, dated March 19, 2024, among Matthew Vogt, Sarcos Corp.
−Removed: and the Company (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).
+Added: Employment Agreement, dated February 29, 2024, among Kristi Martindale, Sarcos Corp., and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2025).
Amendment to Option Agreements, dated April 16, 2024, by and between the Company and Denis Garagic (incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).
1 unchanged sentence
Amendment to Option Agreements, dated April 16, 2024, by and between the Company and Trevor Thatcher (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).
−Removed: Amendment to Option Agreements, dated April 16, 2024, by and between the Company and Matthew Vogt (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).
Open Market Sale Agreement SM , dated November 13, 2024, by and between the Company and Jefferies LLC (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-K filed with the SEC for the quarter ended September 30, 2024).
1 unchanged sentence
Form of Insiders Purchase Agreement, dated October 31, 2024 entered into by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 31, 2024).
−Removed: Form of Lock-Up Agreement entered into by and between the Company and the Purchasers (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on October 31, 2024).
−Removed: Placement Agent Agreement, dated October 31, 2024 entered into by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on October 31, 2024).
Letter from Ernst & Young LLP to the Securities and Exchange Commission dated April 9, 2024 (incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K filed with the SEC on April 9, 2024).
−Removed: Insider Trading Policy.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024).
List of Subsidiaries .
Consent of KPMG LLP, Independent Registered Public Accounting Firm
−Removed: Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
Power of Attorney (included on the signature page)
17 unchanged sentences
PaLLADYNE AI CORP.
−Removed: February 20, 2025
+Added: March 5, 2026
/s/ Benjamin G.
President and Chief Executive Officer ( Principal Executive Officer )
−Removed: February 20, 2025
+Added: March 5, 2026
/s/ Trevor Thatcher
7 unchanged sentences
President, Chief Executive Officer and Director
−Removed: February 20, 2025
+Added: March 5, 2026
( Principal Executive Officer )
1 unchanged sentence
Chief Financial Officer
−Removed: February 20, 2025
+Added: March 5, 2026
Trevor Thatcher
2 unchanged sentences
Chairman of the Board
−Removed: February 20, 2025
+Added: March 5, 2026
Dennis Weibling
−Removed: February 20, 2025
−Removed: /s/ Matthew Shigenobu Muta
−Removed: February 20, 2025
−Removed: Matthew Shigenobu Muta
−Removed: February 20, 2025
−Removed: February 20, 2025
+Added: March 5, 2026
+Added: March 5, 2026
+Added: /s/ Stephen M.
+Added: March 5, 2026
+Added: /s/ Michael T.
+Added: March 5, 2026
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.