What changed in this filing

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Item 9A. Controls and Procedures

2026-03-24 compared with 2025-03-13 · 592 added, 521 removed, 1273 unchanged (47% of the section changed)

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1934, as amended.

Based upon this assessment, our CEO and CFO have concluded that our disclosure controls and procedures were effective

as of December 31, 2024.

of Previously Reported Material Weakness

previously disclosed, in the period ended September 30, 2024, management identified a material weakness related to the precision

required to properly evaluate the need for a valuation allowance on our U.S.

deferred tax assets.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that

a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

This material

weakness resulted in an income tax valuation adjustment recorded during third quarter.

The error was corrected by management as of

September 30, 2024, and for the three and nine months ended September 30, 2024.

The material weakness noted did not result in a material

misstatement in the Company’s financial statements included in its Quarterly Report on Form 10-Q for the period ended September

30, 2024, nor in previously issued financial statements prior to the periods ended September 30, 2024.

to the identification of this material weakness, the Company implemented a remediation plan which included enhanced management and

precision level of review control activities in order to evaluate the income tax valuation allowance in subsequent reporting periods

and retaining a third-party specialist to review management’s valuation allowance conclusions.

As a result of our plan, we

have remediated this material weakness as of December 31, 2024.

Management’s Report on Internal

Based upon this assessment, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to a material weakness

in our internal control over financial reporting as set forth below.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934.

Internal control over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements or fraudulent acts.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

A control system, no matter how well designed,

can provide only reasonable assurance with respect to financial statement preparation and presentation.

control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance

that transactions are recorded as necessary to permit the preparation of the consolidated financial statements in accordance with

generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being

made only in accordance with appropriate authorizations of management and directors of the Company;

and (iii) provide 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 consolidated financial statements.

with the participation of our CEO and CFO, conducted an assessment of the effectiveness of internal control over financial reporting

as of December 31, 2025, based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management and our CEO and

CFO concluded that our internal controls over financial reporting were not effective as

of December 31, 2025, due to the following:

the Treatment Segment, management did not have a completeness check control effectively designed and implemented that would provide assurance

that revenue for waste disposal was appropriately accounted for as part of the period-end revenue reconciliation process.

weakness identified resulted in errors in our books and records which led to identified adjustments.

The errors arising from the underlying

revenue adjustments were not material to the financial statements previously reported in any interim or annual period.

However, the control

deficiency could result in misstatements of Treatment Segment revenue that could result in a material misstatement to the annual or interim

consolidated financial statements.

Accordingly, we have determined that the control deficiency constitutes a material weakness.

of Material Weakness in Internal Control Over Financial Reporting

We are in the process of developing and implementing a remediation plan

to strengthen our internal controls.

This remediation plan includes implementing completeness checks and additional reconciliation procedures,

as it relates to processed waste and our inventory waste management systems at our Treatment Segment.

are committed to maintaining a strong internal control environment and believe that these remediation efforts will represent significant

improvements in our controls.

We have begun implementing certain elements of this plan;

however, some of these steps will take time to be fully integrated

and confirmed to be effective and sustainable.

Additional controls may also be required over time.

Until the remediation steps set forth

above are fully implemented and tested, the material weakness described above will continue to exist.

Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal

control over financial reporting.

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities

Exchange Act of 1934.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements or fraudulent acts.

Also, projections of any evaluation of effectiveness to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

A control system, no matter how well designed, can provide only reasonable assurance with respect to financial statement

preparation and presentation.

Internal control over financial reporting includes

those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary

to permit the preparation of the consolidated financial statements in accordance with generally accepted accounting principles in the

United States of America, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations

of management and directors of the Company;

and (iii) provide 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 consolidated financial statements.

Management, with the participation of our CEO and

CFO, conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, based on the framework

in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on this assessment, management and our CEO and CFO, concluded that the Company’s internal control over

financial reporting was effective as of December 31, 2024.

This Form 10-K does not include an attestation report

of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Since the Company

is not a large accelerated filer or an accelerated filer, management’s report was not subject to attestation by the Company’s

independent registered public accounting firm pursuant to the rules of the Commission that permit the Company to provide only management’s

report in this Form 10-K.

Changes in Internal Control over Financial Reporting

Other than the implemented remediation plan described

above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

During the quarter ended December 31, 2024, no director or “officer” (as defined in Rule 16a-1(f)) of the Company adopted

or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined

in Item 408(a) of Regulation S-K.

Since the Company is not a large accelerated filer or an accelerated filer, management’s

report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules

of the Commission that permit the Company to provide only management’s report in this Form 10-K.

in Internal Control over Financial Reporting

Other than the aforementioned material weakness, there

have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

During the quarter ended December 31, 2025,

no director or “officer” (as defined in Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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(ret.) Bostick, a director since August 2020, is currently the CEO of Bostick Global Strategies, LLC, a position he has held since July

Bostick Global Strategies, LLC provides strategic advisory support in the areas of engineering, environmental sustainability, human

resources, biotechnology, education, executive coaching, and Agile Project Management.

In February 2021, LTG (ret.) Bostick was selected

Senator Jack Reed, Chairman of the Senate Armed Services Committee, to serve as a member of the Naming Commission consisting

of eight appointed individuals, tasked with renaming Confederate-named military bases and property.

In 2023, the Secretary of the Army

and the Chief of Staff of the Army requested LTG (ret.) Bostick’s assistance in transforming U.S.

Army Recruiting Command (USAREC).

Bostick Global Strategies, LLC, provides strategic advisory support in the areas of engineering, environmental sustainability,

human resources, biotechnology, education, executive coaching, and Agile Project Management.

In February 2021, LTG (ret.) Bostick was

selected by U.

Senator Jack Reed, former Chairman of the Senate Armed Services Committee, to serve as a member of the Naming Commission

consisting of eight appointed individuals, tasked with renaming Confederate-named military bases and property.

In 2023, the Secretary

of the Army and the Chief of Staff of the Army requested LTG (ret.) Bostick’s assistance in transforming U.S.

Army Recruiting Command

LTG (ret.) Bostick worked with the U.S.

Army to develop a plan which USAREC is now executing.

LTG (ret.) Bostick previously served (from

November 2017 to February 2020) as the COO and President of Intrexon Bioengineering, a division of Intrexon Corporation (formerly Nasdaq:

Intrexon Bioengineering addresses global challenges across food, agriculture,

environmental, energy, and industrial fields by advancing biologically engineered solutions to improve sustainability and efficiency.

Army to develop a plan which USAREC has successfully executed.

Bostick previously served (from November 2017 to February 2020) as the Chief Operating Officer (“COO”) and President of Intrexon

Bioengineering, a division of Intrexon Corporation (formerly Nasdaq:

Intrexon Bioengineering addresses

global challenges across food, agriculture, environmental, energy, and industrial fields by advancing biologically engineered solutions

to improve sustainability and efficiency.

Since October 2020, LTG (ret.) Bostick has served as a board member of CSX Corporation (Nasdaq:

CSX), a publicly-held rail transportation

company, and since December 2020, as a member of both the Finance Committee and the Governance Committee of CSX Corporation.

2021, LTG (ret.) Bostick has served on the Board of Trustees of Fidelity Equity and High Income Funds overseeing equity funds and high

yield funds sponsored by Fidelity Investments, Inc., a privately-owned investment management company.

LTG (ret.) Bostick continues to

serve as a board member for several other privately-held and nonprofit organizations.

LTG (ret.) Bostick was named as one of 2021’s

Most Influential Black Corporate Directors by Savoy Magazine, a national publication that showcases and drives positive dialogue about

Black culture.

In 2024, the Association of Graduates selected LTG (ret.) Bostick as a Distinguished Graduate of the U.S.

Military Academy

at West Point.

CSX), a publicly-held rail transportation company, and since December 2020, as a member of both the Finance Committee and the Governance

Committee of CSX Corporation.

Since June 2021, LTG (ret.) Bostick has served on the Board of Trustees of Fidelity Equity and High Income

Funds overseeing equity funds and high yield funds sponsored by Fidelity Investments, Inc., a privately-owned investment management company.

LTG (ret.) Bostick continues to serve as a board member for several other privately-held and nonprofit organizations.

LTG (ret.) Bostick

was named as one of 2021’s Most Influential Black Corporate Directors by Savoy Magazine, a national publication that showcases

and drives positive dialogue about Black culture.

In 2024, the Association of Graduates selected LTG (ret.) Bostick as a Distinguished

Graduate of the U.S.

Military Academy at West Point.

(ret.) Bostick has had a distinguished career in the U.S.

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In 1981, he and Mark Zwecker, a current Board member of the Company, founded PPM, Inc.

to USPCI), a hazardous waste management company specializing in treating PCB-contaminated oil.

From 1978 to 1981, Dr.

Centofanti served

as Regional Administrator of the U.S.

Department of Energy (“DOE”) for the southeastern region of the United States.

to USPCI), a hazardous waste management company specializing in treating PCB (Polychlorinated biphenyls)-contaminated oil.

Centofanti served as Regional Administrator of the U.S.

Department of Energy (“DOE”) for the southeastern region

of the United States.

Centofanti has a Ph.D.

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Nuclear business.

Centofanti’s comprehensive understanding of the Company’s operations and his extensive knowledge of

its history, coupled with his drive for innovation and excellence, positions Dr.

Centofanti has been instrumental in the research and development of the Company’s new PFAS (per- and polyfluoroalkyl

substances) technology.

Centofanti’s comprehensive understanding of the Company’s operations and his extensive knowledge

of its history, coupled with his drive for innovation and excellence, positions Dr.

Centofanti to optimize our role in this competitive,

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to meet the changing markets associated with the waste management industry.

This growth includes expansion into international markets

and additional market sectors, including development of new clients in the commercial power and oil and gas industries.

In the Services

Segment, which encompasses all field operations, he has completed the revitalization of business development programs, which has resulted

in increased competitive procurement effectiveness, and broadened the market penetration within both the commercial and government sectors.

This growth includes expanding into international and additional

market sectors, including development of new clients in the commercial power and oil and gas industries, and advancing new technology

to treat PFAS.

In the Services Segment, which encompasses all field operations, he has completed the revitalization of business development

programs, which has resulted in increased competitive procurement effectiveness, and broadened the market penetration within both the

commercial and government sectors.

Within the Services Segment, Mr.

Duff has established a team of professionals with experience in conducting safe and efficient field

operations while addressing complex technical challenges associated with removal of radioactive and hazardous waste contamination.

Duff has over 40 years of management and technical experience in the DOE and the DOD environmental and construction markets as, variously,

a corporate officer, senior project manager, co-founder of a consulting firm, and federal employee.

Duff has an MBA from the University

of Phoenix and received his B.S.

Duff has established a team of professionals with experience in conducting

safe and efficient field operations while addressing complex technical challenges associated with removal of radioactive and hazardous

waste contamination.

Duff has over 40 years of management and technical experience in the DOE and the DOW environmental and construction markets as, variously, a corporate

officer, senior project manager, co-founder of a consulting firm, and federal employee.

Duff has an MBA from the University of Phoenix and received his B.S.

from the University of Alabama.

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and his drive for new innovation in this evolving industry and market, led the Board to conclude that he should serve as a director.

Duggan, a director of the Company since May 2021, is the founder of SustainabiliD, a woman-owned advisory services firm working with

gamechangers to equitably solve the climate crisis.

She was appointed to the faculty and named as the Founding Director of the University

of Michigan’s School for Environmental and Sustainability (“SEAS”) Clinic in Detroit.

Duggan was appointed to the DOE’s prestigious Secretary of Energy Advisory Board (“SEAB”), serving under

Energy Secretary Jennifer Granholm.

In February 2021, Michigan Governor Gretchen Whitmer also appointed Ms.

Duggan to the State of Michigan’s

Council on Climate Solutions, to advise on the implementation of the MI Healthy Climate Plan, to reduce greenhouse gas emissions and

to transition toward economy-wide carbon neutrality.

More recently, Ms.

Duggan also served on the Governor’s bipartisan Growing

Michigan Together Council (Infrastructure & Places Workgroup).

In 2020-21, Ms.

Duggan was a member of the Biden-Harris Transition

Team on the U.S.

Department of Energy Agency Review Team.

In May 2020, Ms.

Duggan was named a member of the Biden-Sanders Unity Task

Force on Climate Change, serving as one of Biden’s five delegates alongside Gina McCarthy and Sec.

and later co-chaired

the climate change policy committee and served as a surrogate for the Biden campaign.

Duggan served nearly seven years in federal public-service leadership roles, including inside the Obama-Biden White House as Deputy

Director for Policy in the Office of then Vice President Joe Biden for energy, environment, climate, and distressed communities.

Simultaneously,

she served as Deputy Director of the Detroit Federal Working Group to support Detroit’s revitalization.

Prior to the White House,

Duggan held several senior roles at the DOE, including as Secretary Moniz’s embedded Liaison to the City of Detroit (where

she championed a citywide LED streetlight conversion), and in the Office of Energy Efficiency & Renewable Energy as Director of Stakeholder

Engagement, Director of Legislative, Regulatory & Urban Affairs, and as a Senior Policy Advisor.

her time in federal service, Ms.

Duggan co-founded the Smart Cities Lab, was a Partner with the Honorable Thomas J.

Ridge’s firm,

RIDGE-LANE Limited Partners, and served on the external advisory board of the University of Michigan’s Erb Institute for Global

Sustainable Enterprise and was a Board Member at the Global Council for Science and the Environment.

She was also briefly a Trustee of

the University Liggett School.

Duggan was named to the prestigious “40 Under 40” list by Crain’s Detroit

Business and their inaugural “Notable Leaders in Sustainability” lists.

She previously worked at the League of Conservation

Voters in Washington, D.C.

Duggan sits on the corporate board of directors at Storm Energia Inc., a privately-held leading global solution company for recycling

Lithium-ion battery materials, as well as the corporate advisory boards of Our Next Energy, Inc.

(ONE), a privately-held energy storage

solutions company;

Aclima, Inc., a public benefit corporation dedicated to protecting public health, reducing climate-changing emissions,

and advancing environmental justice;

BlueConduit, a privately-held water analytics company that builds machine learning software to support

the efficient removal of lead and other dangerous materials from communities;

Walker-Miller Energy Services, L.L.C., a privately-held

energy efficiency services company;

Commonweal Investors, a private equity firm that invests in early-stage technology companies advancing

a sustainable economy, upgrading transportation and infrastructure systems, and revitalizing the urban environment;

and Arctaris Impact

Investors, LLC, an investment management company that manages funds which invest in growth-oriented operating businesses and community

infrastructure projects located in underserved communities, among others.

Duggan also serves as a senior advisor at The RockCreek

Group, LP, a registered private fund adviser that manages fund of funds portfolios and direct equity trading portfolios.

Duggan has served as a director of the Company since May 2021.

She is a nationally recognized policy leader, strategist, corporate board

director, and highly sought-after global speaker.

Duggan founded SustainabiliD, which rebranded in January 2025 to Energy

Security Partners (ESP), a global strategic advisory firm headquartered in Detroit’s Newlab.

As Founder and CEO, she counsels multinational

corporations, investors, universities, and public-sector leaders on the intersection of energy, security, and economic development, delivering

pragmatic, place-based solutions that reduce risk and enhance resilience.

her previous government experience, Ms.

Duggan played a key role in shaping national policy as climate and energy advisor to then-Vice

President Joe Biden and Deputy Director of President Obama’s Detroit Task Force.

She later served as a delegate to the Biden-Sanders

Unity Task Force, on the Biden-Harris Transition Team, and was appointed to the Secretary of Energy Advisory Board (“SEAB”)

under Secretary Jennifer Granholm.

Previously, at the DOE, she held senior leadership roles, including Liaison to the City of Detroit

under Secretary Ernest Moniz, Director of Legislative, Regulatory, and Urban Affairs, and Stakeholder Engagement Director for the Office

of Energy Efficiency & Renewable Energy (“EERE”).

She is a two-time appointee of Michigan Governor Gretchen Whitmer to

the Michigan Council on Climate Solutions (recently reappointed in August 2025), served on the bipartisan Growing Michigan Together Council’s

Infrastructure & Place Working Group, and was appointed to the inaugural Detroit Women’s Commission by former Detroit Mayor

government, Ms.

Duggan was a Partner with the Honorable Thomas J.

Ridge’s firm and is on faculty at the University of Michigan,

where she founded both the School for Environmental and Sustainability (SEAS) Clinic in Detroit and the Michigan Business Sustainability

She previously served on the external advisory board of the University of Michigan’s Erb Institute for Global Sustainable

Enterprise and was a board member at the Global Council for Science and the Environment.

Duggan was named to the prestigious

“40 Under 40” list by Crain’s Detroit Business and was later named to their inaugural “Notable Leaders in Sustainability”

She is also an angel investor, film executive producer, and was a U.S.

State Department speaker.

Duggan has been a member of the board of directors at BlueGreen Water Technologies, a privately-held company leading the charge

in helping preserve and promote health and safety of water bodies worldwide.

She also serves on the advisory boards for a number of privately-held

companies and funds addressing environmental, energy, and climate challenges, including Our Next Energy, Inc.

(ONE), Aclima, Inc., BlueConduit,

Commonweal Ventures, Arctaris Impact Investors, Vesta, B1OS, and Zero Circle, among others.

Duggan attended the University of Vermont, where she completed her Bachelor of Science degree in environmental studies.

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Energy, Environment & Infrastructure (“E2I”) commercial subsidiary and General Manager of the E2I Business Unit.

E2I commercial subsidiary and Business Unit is comprised of approximately 5,200 employees performing over $1.1 billion of services for

federal, commercial, utility and state customers.

Grumski’s accomplishments with SAIC included growing SAIC’s $300 million

federal environmental business to a top ranked, $1.1 billion business;

receiving the National Safety Council “Industry Leader”

award in 2009;

and receiving highest senior executive performance rating three years in a row.

Grumski began his career with Gulf

Oil Company and progressed through senior level engineering, operations management, and program management positions with various other

companies, including Westinghouse Electric Corporation and Lockheed Martin, Inc.

Grumski’s accomplishments with SAIC included growing SAIC’s $300 million federal environmental business to a top ranked,

$1.1 billion business.

Grumski began his career with Gulf Oil Company and progressed through senior level engineering, operations

management, and program management positions with various other companies, including Westinghouse Electric Corporation and Lockheed Martin,

Grumski received a B.S.

in Mechanical Engineering

from the University of Pittsburgh and a M.S in Mechanical Engineering from West Virginia University.

in Mechanical Engineering from the University of Pittsburgh and a M.S in Mechanical Engineering from West Virginia

Grumski has had an extensive career in solving and overseeing solutions to complex issues involving both domestic and international concerns.

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extensive knowledge and problem-solving experiences, executive operational leadership experience and governance experience enhance the

Board’s ability to address significant challenges in the nuclear market, and led the Board to conclude that he should serve as

Board’s ability to address significant challenges in the nuclear market and led the Board to conclude that he should serve as a

Honorable Joe R.

Reeder, a director since 2003, is a principal shareholder of the law firm of Greenberg Traurig LLP, one of the world’s largest law firms, with 47 offices and 2,900 attorneys worldwide.

Reeder served as Shareholder-in-Charge of the law firm’s Mid-Atlantic Region offices for ten years.

His clientele includes celebrities, heads of state, sovereign nations, international corporations, and law firms.

Army’s 14th Undersecretary (1993-97), he also served three years as Chairman of the Panama Canal Commission’s Board, overseeing a multibillion-dollar infrastructure program.

For the past 23 years, he has served on the Canal’s International Advisory Board.

Reeder, a director since 2003, is a principal shareholder of the law firm of Greenberg Traurig LLP, one of the world’s largest

law firms, with 51 offices and over 3,000 attorneys worldwide.

Reeder served as Shareholder-in-Charge of the law firm’s Mid-Atlantic

Region offices for ten years.

His clientele includes celebrities, heads of state, sovereign nations, international corporations, and

Army’s 14th Undersecretary (1993-97), he also served three years as Chairman of the Panama Canal Commission’s

Board, overseeing a multibillion-dollar infrastructure program.

For the past 23 years, he has served on the Canal’s International

Advisory Board.

He has written extensively in leading journals on corporate cybersecurity and has served on the boards of the USO;

the National Defense Industry Association (“NDIA”), chairing NDIA’s Ethics Committee;

National Defense Industry Association (“NDIA”), chairing NDIA’s Ethics Committee;

the Armed Services YMCA;

the Marshall Legacy Institute;

Legacy Institute;

and many other private companies and charitable organizations.

He served as a director of ELBIT Systems of America, LLC, (2005-2020), a subsidiary of Elbit Systems Ltd.

ESLT), a multi-billion-dollar provider of defense, homeland security, and commercial aviation system solutions.

Reeder has also served as director of WashingtonFirst Bank, the bank subsidiary of WashingtonFirst Bankshares, Inc.

He served as a director of ELBIT Systems of America,

LLC, (2005-2020), a subsidiary of Elbit Systems Ltd.

ESLT), a multi-billion-dollar provider of defense, homeland security, and

commercial aviation system solutions.

Reeder has also served as director of WashingtonFirst Bank, the bank subsidiary of WashingtonFirst

Bankshares, Inc.

WSBI), from 2004 to 2017;

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SASR), from 2018 to 2020;

and Trustar Bank, a Virginia state-chartered bank (2022 - present).

After two successive 4-year appointments by Virginia Governors Mark Warner and Tim Kaine, Mr.

Reeder served seven years as Chairman of two Commonwealth of Virginia military boards, and 10 years on the USO Board of Governors.

Appointed by former Governor Terry McAuliffe to the Virginia Military Institute’s Board of Visitors (2014), he was reappointed in 2018 by former Virginia Governor Ralph Northam, with his term ending in 2022.

Reeder has been a television commentator on legal and national security issues, is consistently named a Super Lawyer for Washington, D.C., and has served six years after his appointment in 2018 to the U.S.

Court of Federal Claims Advisory Council Bid Protest Committee.

A West Point graduate who served in the 82nd Airborne Division after Ranger School, Mr.

and Trustar Bank, a

Virginia state-chartered bank (2022 - present).

two successive 4-year appointments by Virginia Governors Mark Warner and Tim Kaine, Mr.

Reeder served seven years as Chairman of two

Commonwealth of Virginia military boards, and 10 years on the USO Board of Governors.

Appointed by former Governor Terry McAuliffe to

the Virginia Military Institute’s Board of Visitors (2014), he was reappointed in 2018 by former Virginia Governor Ralph Northam,

with his term ending in 2022.

Reeder has been a television commentator on legal and national security issues, is consistently named

a Super Lawyer for Washington, D.C., and has served six years after his appointment in 2018 to the U.S.

Court of Federal Claims Advisory

Council Bid Protest Committee.

West Point graduate who served in the 82nd Airborne Division after Ranger School, Mr.

Reeder earned his J.D.

from the University of Texas, his L.L.M.

from Georgetown University, and has devoted his career to resolving complex domestic and international issues.

He continues to enhance the Board in addressing major challenges in the nuclear market and day-to-day corporate and Washington D.C.- related challenges.

from the University of Texas,

and his L.L.M.

from Georgetown University.

has devoted his career to resolving complex domestic and international issues and continues to enhance the Board in addressing major

challenges in the nuclear market and day-to-day corporate and Washington D.C.- related challenges.

Reeder’s unique background

in law, business, and the highest levels of government led the Board to conclude that he should serve as a director.

Shelton, a director since July 2006, has also held the position of Chairman of the Board of the Company since December 2014.

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Shelton has a B.A.

in accounting from the

University of Oklahoma.

in accounting from the University of Oklahoma.

his years of accounting experience as CFO of various companies, including a number of waste management companies, Mr.

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until its acquisition in 1985 by USPCI.

Zwecker has a B.S.

in Industrial and Systems Engineering from the Georgia Institute of Technology and an M.B.A.

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Zwecker’s understanding of our business provides valuable insight to the Board.

of experience in operations and finance for various companies, including a number of waste management companies, Mr.

Zwecker combines

extensive knowledge of accounting principles, financial reporting rules and regulations, the ability to evaluate financial results, and

understanding of financial reporting processes.

of experience in operations finance for various companies, including a number of waste management companies, Mr.

Zwecker combines extensive

knowledge of accounting principles, financial reporting rules and regulations, the ability to evaluate financial results, and understanding

of financial reporting processes.

He has an extensive background in operating complex organizations.

experience and background position him well to serve as a member of our Board.

These factors led the Board to conclude that he should

serve as a director.

Zwecker’s experience and

background position him well to serve as a member of our Board.

These factors led the Board to conclude that he should serve as a director.

OF DIRECTOR INDEPENDENCE

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listing standards.

Governance and Nominating Committee has specific responsibilities which include:

Corporate Governance and Nominating Committee has specific responsibilities which include:

● considering

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Additionally,

our Board has also determined that two members of our Audit Committee are “audit committee financial experts” as defined

our Board has also determined that all members of our Audit Committee are “audit committee financial experts” as defined

by Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Review Committee

early March 2025, the Board established a Demand Review Committee to consider shareholder demands, including a shareholder demand received

by the Board on February 4, 2025, and to make recommendations to the Board with respect to such demands.

See “Note 18 – Subsequent

Events – Shareholder Demand Letter” for a discussion of the shareholder demand received on February 4, 2025.

The Board anticipates

that the Demand Review Committee, which initially is comprised of directors who are disinterested and independent with respect to the

matters set forth in the February 2025 shareholder demand, will be ad hoc, in that the composition of the Committee will necessarily

change in response to the specific shareholder demand.

Demand Review Committee was established in March 2025 to review, analyze and evaluate shareholder demands and to make recommendations

to the Board with respect to such demands.

The Demand Review Committee is ad hoc, in that composition of the Demand Review Committee

will necessarily change in response to specific shareholder demand and will meet at such times as necessary or advisable.

Board has adopted a written charter for each of the Audit Committee, the Compensation Committee, the Governance and Nominating Committee,

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Naccarato joined the Company in September 2004, holding the

positions of Vice President of Finance for the Company’s Industrial Segment until May 2006, when he was named Vice President, Corporate

position of Vice President of Finance for the Company’s Industrial Segment until May 2006, when he was named Vice President, Corporate

Controller/Treasurer.

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Troy Eshleman

January 23, 2025, the Board approved the appointment of Mr.

Troy Eshleman as the Company’s COO.

Troy Eshleman was appointed to the position of COO by the Company’s Board effective January 23, 2025.

Troy Eshleman was originally

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to radioactive waste challenges and improving facility operational performance.

Prior to joining Perma-Fix, Mr.

Prior to joining the Company, Mr.

Eshleman founded in

and served until 2024 as the President of Oakleaf Environmental, Inc., a consulting firm specializing in mergers and acquisitions, business

strategy and integration, and technical support to a variety of private equity and commercial clients, as well as the U.S Department

2019 and served until 2024 as the President of Oakleaf Environmental, Inc., a consulting firm specializing in mergers and acquisitions,

business strategy and integration, and technical support to a variety of private equity and commercial clients, as well as the U.S Department

of Energy, and Naval Reactors, the U.S.

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operations, nuclear power plant decommissioning, logistics, international project management, and business development roles, including

as Senior Vice-President of Corporate Business Development and Strategy, Senior Vice President of Commercial Waste Processing, Senior

Vice-President of Global Logistics, Senior Vice-President of Decommissioning Operations, and Senior Vice-President of EnergySolutions

Italia S.r.l.

as SVP of Corporate Business Development and Strategy, SVP of Commercial Waste Processing, SPV of Global Logistics, SVP of Decommissioning

Operations, and SVP of EnergySolutions Italia S.r.l.

Eshleman holds a B.S.

in Civil Engineering Technology from the University of Pittsburgh.

in Civil Engineering Technology from the University of

Louis Centofanti

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Richard Grondin

January 23, 2025, the Board appointed Mr.

Grondin as the Company’s EVP of Hanford and International Waste Operations.

his appointment to such office, Mr.

Grondin previously served as the Company’s EVP of Waste Treatment Operations since July 2020.

Grondin was appointed to the position of EVP of Hanford and International Waste Operations by the Board of Directors effective January

Prior to his appointment to such office, Mr.

Grondin previously served as the Company’s EVP of Waste Treatment Operations

since July 2020.

Since joining the Company in 2002, Mr.

Grondin has held various positions within the Company’s Treatment Segment, including Vice

President of Technical Services, Vice President/General Manager of the Perma-Fix Northwest Richland, Inc.

Facility and Vice President

of Western Operations.

Grondin, a Project Management Professional, has over 35 years of management and technical experience in the

highly regulated and specialized radioactive/hazardous waste management industry with the majority of his experience concentrated on

managing start-up waste management processing and disposal facilities for four different organizations in the commercial and government

Grondin has held various positions within the Company’s Treatment Segment,

including Vice President of Technical Services, Vice President/General Manager of the Perma-Fix Northwest Richland, Inc.

Vice President of Western Operations.

Grondin, a Project Management Professional, has over 35 years of management and technical experience

in the highly regulated and specialized radioactive/hazardous waste management industry with the majority of his experience concentrated

on managing start-up waste management processing and disposal facilities for four different organizations in the commercial and government

Prior to joining the Company, Mr.

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Based solely on a review of the copies of such reports furnished to us and written information

provided to us, we believe that during 2024 none of our executive officers, directors, or beneficial owners of more than 10% of our Common

Stock failed to timely file reports under Section 16(a).

provided to us, we believe that during 2025, all of our executive officers, directors, or beneficial owners of more than 10% of our Common

Stock timely filed reports under Section 16(a) with the exception of Dr.

Louis Centofanti, a Board member and an executive officer, who

failed to timely file a Form 4 for two transactions.

Capital Bank AG, a banking institution regulated by the banking regulations of Austria, has represented to the Company that as of March

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https://ir.perma-fix.com/governance-docs.

The provisions of the Code of Ethics that apply to the CEO and our senior financial

officers, including our CFO and our chief accounting officer, complies with the requirements imposed by the Sarbanes-Oxley Act of 2002

and the rules issued thereunder for codes of ethics applicable to such officers.

If any amendments are made to the Code of Ethics, or

any grants of waivers are made to any provision of the Code of Ethics, that are applicable to our CEO and our senior financial officers,

we will promptly disclose the amendment or waiver and nature of such amendment or waiver on our website at the same web address.

The provisions of the Code of Ethics that apply to the CEO and our senior financial officers,

including our CFO and our chief accounting officer, complies with the requirements imposed by the Sarbanes-Oxley Act of 2002 and the

rules issued thereunder for codes of ethics applicable to such officers.

If any amendments are made to the Code of Ethics, or any grants

of waivers are made to any provision of the Code of Ethics, that are applicable to our CEO and our senior financial officers, we will

promptly disclose the amendment or waiver and nature of such amendment or waiver on our website at the same web address.

Trading Arrangements and Policies

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and regulations, and listing standards applicable to us.

A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit

A copy of our Stock Trading Policy is filed as Exhibit 19 to this Annual Report

on Form 10-K for the year ended December 31, 2025, and is also available on our website at https://ir.perma-fix.com/governance-docs.

following table summarizes the total compensation of the Company’s named executive officers (“NEOs”) for the fiscal

years ended December 31, 2025, 2024 and 2023.

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

All other Compensation

Total Compensation

Principal Position

Incentive Plan Compensation

other Compensation

President and CEO

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Richard Grondin

EVP of Waste Treatment Operations (4)

the aggregate grant date fair value of awards computed in accordance with ASC 718, “Compensation

– Stock Compensation.” Assumptions used in the calculation of this amount are

included in “Part II – Item 8 – Financial Statements and Supplementary

Data – Notes to Consolidated Financial Statements - Note 6 – Capital Stock, Stock

Plans, Warrants and Stock Based Compensation.”

EVP of Hanford and International Waste

Operations (4)

Troy Eshleman

the aggregate grant date fair value of awards computed in accordance with Accounting Standards

Codification (“ASC”) 718, “Compensation – Stock Compensation.”

Assumptions used in the calculation of this amount are included in “Part II –

Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated

Financial Statements - Note 6 – Capital Stock, Stock Plans, Warrants and Stock Based

Compensation.”

(2) Represents

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disability and life) paid by the Company on behalf of the NEO, and 401(k) matching contributions.

Auto Allowance

Ben Naccarato

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Richard Grondin

Troy Eshleman

January 23, 2025, the Board appointed Mr.

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International Waste Operations.

Grondin remains an executive officer of the Company.

Grondin previously held the position of EVP of Waste

Treatment Operations.

Both positions are deemed executive officers of the Company.

Eshleman was appointed to the position of COO of the Company effective January 23, 2025.

Eshleman was originally hired by the Company on January 6, 2025, as Vice President of

Equity Awards at Fiscal Year-End

following table sets forth unexercised options held by the NEOs as of the fiscal year-end.

Equity Awards at December 31, 2024

Equity Awards as of December 31, 2025

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) (1) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Options (#) (1)

Unexercisable

Exercise Price

Ben Naccarato

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Richard Grondin

Pursuant to each of the employment agreements between the Company

and, respectively, Mark Duff, Ben Naccarato, Dr.

Louis Centofanti, and Richard Grondin, each dated April 20, 2023, in the event of a

change in control, death of the executive officer, the executive officer terminates his employment for “good reason” or the

executive officer is terminated by the Company without cause, each outstanding option and award shall immediately become exercisable

in full (see “Employment Agreements” below for further discussion of the events pursuant to which accelerated exercise of

the respective NEO’s outstanding options can arise).

Incentive stock option granted on January 17, 2019 under the

Company’s 2017 Stock Option Plan.

The option has a contractual term of six years with one-fifth yearly vesting over a five-year

18,000 (3)(6)

Troy Eshleman

to each of the employment agreements between the Company and, respectively, Mark Duff, Ben

Naccarato, Dr.

Louis Centofanti, and Richard Grondin, each dated April 20, 2023, and the

employment agreement between the Company and Mr.

Eshleman, dated April 17, 2025, in the event

of a change in control, death of the executive officer, the executive officer terminates

his employment for “good reason” or the executive officer is terminated by the

Company without cause, each outstanding option and award shall immediately become exercisable

in full (see “Employment Agreements” below for further discussion of the events

pursuant to which accelerated exercise of the respective NEO’s outstanding options

(2) Incentive

stock option granted on October 14, 2021, under the Company’s 2017 Stock Option Plan.

The option has a contractual term of six years with one-fifth yearly vesting over a five-year

The option has a contractual term of six years and vests at 20% per year over a five-year

period, commencing on the first anniversary of the grant date.

(3) Incentive

stock option granted on January 19, 2023, under the Company’s 2017 Stock Option Plan.

The option has a contractual term of six years with one-fifth yearly vesting over a five-year

The option has a contractual term of six years and vests at 20% per year over a five-year

period, commencing on the first anniversary of the grant date.

(4) Incentive

stock option granted on January 23, 2025, under the Company’s 2017 Stock Option Plan.

The option has a contractual term of six years and vests at 20% per year over a five-year

period, commencing on the first anniversary of the grant date.

January 20, 2026, Mr.

Grondin exercised the vested portion of the ISO granted to him on October

14, 2021, for the purchase of 5,000 shares (Option Shares) of the Company’s Common

Stock at $7.005 per share.

As permitted by the 2017 Stock Option Plan, Mr.

Grondin elected

to pay the exercise price of the Option Shares by having the Company withhold from the Option

Shares a number of shares having a fair market value equal to the aggregate exercise price

Since the fair market value of the Company’s Common Stock on January 20,

2026, (as determined in accordance with the 2017 Stock Option Plan) was $13.71 per share,

the Company withheld 2,555 shares of Common Stock ($35,025 divided by $13.71) to pay the

aggregate exercise price of the option and issued 2,445 shares to Mr.

January 20, 2026, Mr.

Grondin exercised the vested portion of the ISO granted to him on January

19, 2023, for the purchase of 6,000 shares (Option Shares) of the Company’s Common

Stock at $3.95 per share.

As permitted by the 2017 Stock Option Plan, Mr.

Grondin elected

to pay the exercise price of the Option Shares by having the Company withhold from the Option

Shares a number of shares having a fair market value equal to the aggregate exercise price

Since the fair market value of the Company’s Common Stock on January 20,

2026, (as determined in accordance with the 2017 Stock Option Plan) was $13.71 per share,

the Company withheld 1,729 shares of Common Stock ($23,700 divided by $13.71) to pay the

aggregate exercise price of the option and issued 4,271 shares to Mr.

table below reflects options exercised by our NEOs in 2025:

of Shares Acquired on Exercise

Realized on Exercise

$ 185,750 (1)

Ben Naccarato

$ 111,450 (2)

Richard Grondin

January 8, 2025, Mr.

Duff exercised 100% of his ISO granted to him on January 17, 2019, under

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to pay the aggregate exercise price for the Option Shares and issued 17,557 shares to Mr.

Realized value on this exercise was determined based on the difference between the

(a) exercise price ($3.15) per share of the Option Shares multiplied by the 25,000 Option

Shares exercised, and (b) the market value ($10.58) on the date of exercise of the Option

Shares times the 25,000 Option Shares exercised.

January 8, 2025, Mr.

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issued 10,534 shares to Mr.

table below reflects options exercised by our NEOs in 2024:

Number of Shares

Value Realized

on Exercise ($)

Richard Grondin

March 26, 2024, Mr.

Grondin exercised the remaining ISO granted to him on January 17, 2019,

for the purchase of 2,000 shares (Option Shares) of the Company’s Common Stock at $3.15

As permitted by the 2017 Stock Option Plan, Mr.

Grondin elected to pay the exercise

price of the Option Shares by having the Company withhold from the Option Shares a number

of shares having a fair market value equal to the aggregate exercise price of $6,300.

the fair market value of the Company’s Common Stock on March 26, 2024, (as determined

in accordance with the 2017 Stock Option Plan) was $11.57 per share, the Company withheld

545 shares of Common Stock ($6.300 divided by $11.57) to pay the aggregate exercise price

of the option and issued 1,455 shares to Mr.

Realized value on this exercise was

determined based on the difference between the (a) exercise price ($3.15) per share of the

Option Shares multiplied by the 2,000 Option Shares exercised, and (b) the market value ($11.57)

on the date of exercise of the Option Shares times the 2,000 Option Shares exercised.

March 26, 2024, Mr.

Realized value on this exercise was determined based

on the difference between the (a) exercise price ($3.15) per share of the Option Shares multiplied

by the 15,000 Option Shares exercised, and (b) the market value ($10.58) on the date of exercise

of the Option Shares times the 15,000 Option Shares exercised.

July 14, 2025, Mr.

Grondin exercised the vested portion of the ISO granted to him on October

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Shares a number of shares having a fair market value equal to the aggregate exercise price

Since the fair market value of the Company’s Common Stock on March 26,

2024, (as determined in accordance with the 2017 Stock Option Plan) was $11.57 per share,

the Company withheld 6,054 shares of Common Stock ($70,050 divided by $11.57) to pay the

aggregate exercise price of the option and issued 3,946 shares to Mr.

Realized value

on this exercise was determined based on the difference between the (a) exercise price ($7.005)

per share of the Option Shares multiplied by the 10,000 Option Shares exercised, and (b)

the market value ($11.57) on the date of exercise of the Option Shares times the 10,000 Option

Shares exercised

March 26, 2024, Mr.

Since the fair market value of the Company’s Common Stock on July 14, 2025,

(as determined in accordance with the 2017 Stock Option Plan) was $11.32 per share, the Company

withheld 3,094 shares of Common Stock ($35,025 divided by $11.32) to pay the aggregate exercise

price of the option and issued 1,906 shares to Mr.

Realized value on this exercise

was determined based on the difference between the (a) exercise price ($7.005) per share

of the Option Shares multiplied by the 5,000 Option Shares exercised, and (b) the market

value ($11.32) on the date of exercise of the Option Shares times the 5,000 Option Shares

July 14, 2025, Mr.

Grondin exercised the vested portion of the ISO granted to him on January

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Shares a number of shares having a fair market value equal to the aggregate exercise price

Since the fair market value of the Company’s Common Stock on March 26,

2024, (as determined in accordance with the 2017 Stock Option Plan) was $11.57 per share,

the Company withheld 2,048 shares of Common Stock ($23,700 divided by $11.57) to pay the

aggregate exercise price of the option and issued 3,952 shares to Mr.

Realized value

on this exercise was determined based on the difference between the (a) exercise price ($3.95)

per share of the Option Shares multiplied by the 6,000 Option Shares exercised, and (b) the

market value ($11.57) on the date of exercise of the Option Shares times the 6,000 Option

Shares exercised

Since the fair market value of the Company’s Common Stock on July 14, 2025,

(as determined in accordance with the 2017 Stock Option Plan) was $11.32 per share, the Company

withheld 2,094 shares of Common Stock ($23,700 divided by $11.32) to pay the aggregate exercise

price of the option and issued 3,906 shares to Mr.

Realized value on this exercise

was determined based on the difference between the (a) exercise price ($3.95) per share of

the Option Shares multiplied by the 6,000 Option Shares exercised, and (b) the market value

($11.32) on the date of exercise of the Option Shares times the 6,000 Option Shares exercised.

of Mark Duff, President and CEO;

Ben Naccarato, EVP and CFO;

Louis Centofanti, EVP of Strategic Initiatives, has an employment

agreement with the Company dated April 20, 2023.

Louis Centofanti, EVP of Strategic Initiatives, has an

employment agreement with the Company dated April 20, 2023.

On January 23, 2025, the Board appointed Mr.

Richard Grondin as the Company’s

EVP of Hanford and International Waste Operations.

Richard Grondin to the

position of EVP of Hanford and International Waste Operations.

Prior to his appointment to such office, Mr.

Grondin previously served as the Company’s

EVP of Waste Treatment Operations and, in connection therewith, also had an employment agreement with the Company dated April 20, 2023.

Grondin remains an executive officer of the Company upon his appointment to the position of EVP of Hanford and International Waste

Operations and, accordingly, his employment agreement dated April 20, 2023, was amended solely to reflect his new position (each employment

agreement dated April 20, 2023 above, is individually the “Employment Agreement” and, collectively, the “Employment

Agreements”).

of the Employment Agreements, which are substantially identical, provides for a specified annual base salary, which annual salary may

be increased from time to time, but not reduced, as determined by the Compensation Committee.

In addition, each of the NEOs is entitled

to participate in the Company’s broad-based benefits plans and to certain performance compensation payable under separate Management

Incentive Plans (“MIPs”) as approved by the Company’s Compensation Committee and Board.

The Company’s Compensation

Committee and the Board approved individual 2024 MIPs on January 18, 2024 (which were effective January 1, 2024 and applicable for the

2024 fiscal year) for each of the executive officers (see discussion of each of the 2024 MIPs below under “2024 MIPs”).

of the Employment Agreements is effective for three years from April 20, 2023 (the “Initial Term”) unless earlier terminated

by the Company or by the executive officer.

At the end of the Initial Term, each Employment Agreement will automatically be extended

for one additional year, unless at least six months prior to the expiration of the Initial Term, the Company or the executive officer

provides written notice not to extend the terms of the Employment Agreement.

Grondin previously

served as the Company’s EVP of Waste Treatment Operations and, in connection therewith, also had an employment agreement with

the Company dated April 20, 2023.

Grondin remains an executive officer of the Company upon his appointment to the position of

EVP of Hanford and International Waste Operations and, accordingly, his employment agreement dated April 20, 2023, was amended

solely to reflect his new position.

Additionally, in connection with the appointment of Troy Eshleman to the position of COO on

January 23, 2025, the Company and the COO entered into an employment agreement on April 17, 2025 (each such employment agreement is individually an “Employment Agreement”

and, collectively, the “Employment Agreements”).

Each of the Employment Agreements terminates April 20, 2026 (the “Initial Term”) unless earlier terminated by the Company or by the executive officer.

the end of the Initial Term, each Employment Agreement will automatically be extended for one additional year, unless at least six months

prior to the expiration of the Initial Term, the Company or the executive officer provides written notice not to extend the terms of

the Employment Agreement.

On September 29, 2025, the Company’s Compensation Committee, on behalf of the Company and its Board,

notified each of the executive officers that his current Employment Agreement as disclosed above will not be extended.

The Compensation

Committee will make recommendations to the Company’s Board as to proposed modifications to each of the Employment Agreements.

is the Company’s intention to offer new employment agreements to the executive officers to be effective April 21, 2026.

of the Employment Agreements, which are substantially identical except for compensation and the commencement date of the Initial Term in the case of the COO’s

Employment Agreement, provides for a specified annual base salary, which annual salary may be increased from time to time, but not reduced, as determined by

the Compensation Committee.

In addition, each of the NEOs is entitled to participate in the Company’s broad-based benefits plans

and to certain performance compensation payable under separate Management Incentive Plans (“MIPs”) as approved by the Company’s

Compensation Committee and Board.

The Company’s Compensation Committee and the Board approved individual 2026 MIPs on January 22,

2026, (which was effective January 1, 2026, and applicable for the 2026 fiscal year) for each of the executive officers:

Mark Duff, Ben

Naccarato, Dr.

Louis Centofanti, Richard Grondin and Troy Eshleman (see discussion of each of the 2026 MIPs below under “2026 MIPs”).

to the Employment Agreements, if the executive officer’s employment is terminated due to death, disability or for cause (as defined

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respect to the fiscal year immediately preceding the date of termination.

In the event that an executive officer’s employment is

terminated due to death, the Company will also pay a lump-sum payment (the “Cash Medical Continuation Benefit”) equal to

eighteen times the monthly premium that would be required to be paid, pursuant to the Consolidated Omnibus Budget Reconciliation Act

In the event that the executive officer’s employment

is terminated due to death, the Company will also pay a lump-sum payment (the “Cash Medical Continuation Benefit”) equal

to eighteen times the monthly premium that would be required to be paid, pursuant to the Consolidated Omnibus Budget Reconciliation Act

of 1985, as amended (“COBRA”), to continue group health coverage for the executive officer’s eligible covered dependents

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The executive officer is not entitled to payment of any benefits

upon termination for cause or resignation without good reason other than for Accrued Amounts.

upon termination for cause or resignation without good reason other than the Accrued Amounts.

By Executive for

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Potential Payment/Benefit

of the Company

President and CEO

Base salary and Accrued Amounts

and Accrued Amounts

$ 851,050 (1)

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$ 884,050 (3)

Cash Medical Benefit Cotinuation

Cash Medical Benefit Continuation

Ben Naccarato

Base salary and Accrued Amounts

Base salary and Accrued

$ 728,584 (1)

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$ 485,225 (3)

Cash Medical Benefit Cotinuation

Cash Medical Benefit Continuation

Louis Centofanti

EVP of Strategic Initiatives

Base salary and Accrued Amounts

Base salary and Accrued

$ 725,585 (1)

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$ 370,900 (3)

Cash Medical Benefit Cotinuation

Cash Medical Benefit Continuation

Richard Grondin

EVP of Waste Treatment Operations

Base salary and Accrued Amounts

EVP of Hanford and International

Waste Operations

Base salary and Accrued

$ 733,316 (1)

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$ 211,370 (3)

Cash Medical Benefit Cotinuation

Cash Medical Benefit Continuation

Troy Eshleman

Base salary and Accrued

$ 653,131 (1)

Performance compensation

Stock Options

Cash Medical Benefit Continuation

(1) Represents

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Benefit excludes

options which were out-of-the-money at December 31, 2024.

options which were out-of-the-money at December 31, 2025, of which there were none.

(4) Represents

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on the amounts set forth in the Summary Compensation table, during 2025, salary accounted for approximately 77.4% of the total compensation

of our NEOs, while equity option awards, MIP compensation, bonus and other compensation accounted for approximately 11.0% of the total

compensation of the NEOs.

of our NEOs, while equity option awards and other compensation accounted for approximately 22.6% of the total compensation of the NEOs.

NEOs, other officers, and other employees of the Company receive a base annual salary.

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Merit-based salary increases for executives are based on the Compensation Committee’s assessment of the individual’s

The base salary for the executives are set forth in their respective employment agreements (if applicable), which annual

salary may be increased from time to time, but not reduced, as determined by the Compensation Committee.

On January 23, 2025, the Board

appointed Mr.

Richard Grondin as the Company’s EVP of Hanford and International Waste Operations, at an annual salary of $315,267.

Prior to his appointment to such office, Mr.

Grondin previously served as the Company’s EVP of Waste Treatment Operations.

Additionally,

The base salary for the executives are set forth in their respective employment agreements, which annual salary may be increased

from time to time, but not reduced, as determined by the Compensation Committee.

On January 23, 2025, the Board appointed Mr.

Grondin as the Company’s EVP of Hanford and International Waste Operations, at an annual salary of $315,267.

Prior to his appointment

to such office, Mr.

Grondin previously served as the Company’s EVP of Waste Treatment Operations.

Additionally, on January 23,

2025, the Board appointed Mr.

Troy Eshleman as the Company’s COO, at an annual salary of $320,000.

Troy Eshleman

was originally hired by the Company on January 6, 2025 as Vice President of Operations.

Troy Eshleman was originally

hired by the Company on January 6, 2025 as Vice President of Operations.

Performance-Based

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The Compensation Committee may grant stock options and/or performance bonuses,

In granting these awards, the Compensation Committee may establish any conditions or restrictions it deems appropriate.

the CEO has discretionary authority to grant stock options to certain high-performing executives or officers, subject to the approval

of the Compensation Committee.

The exercise price for each stock option granted is at or above the market price of our Common Stock on

the date of grant.

Stock options may be awarded to newly hired or promoted executives at the discretion of the Compensation Committee.

Grants of stock options to eligible newly hired executive officers are generally made at the next regularly scheduled Compensation Committee

meeting following the hire date.

subject to approvals by the Board.

In granting these awards, the Compensation Committee may establish any conditions or restrictions

it deems appropriate.

In addition, the CEO has discretionary authority to grant stock options to certain executives or officers, subject

to the approval of the Compensation Committee and the Board.

The exercise price for each stock option granted is at or above the market

price of our Common Stock on the date of grant.

Stock options may be awarded to newly hired or promoted executives by the Compensation

Committee, subject to Board approval.

Grants of stock options to eligible newly hired executive officers are generally made at the next

regularly scheduled Compensation Committee meeting following the hire date.

January 23, 2025, the Compensation Committee and the Board (with Mr.

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2025 as described in each of the MIPs below, provided, however, no performance compensation was to be paid for attaining any of the Company’s

separate target objectives unless a minimum of 75% of the EBITDA target objective was achieved.

The Compensation Committee believes performance

compensation payable under each of the MIPs should be based on achievement of at least 75% of EBITDA (earnings before interest, taxes,

depreciation and amortization), a non-U.S.

separate target objectives unless a minimum of 75% of the EBITDA (earnings before interest, taxes, depreciation and amortization) target

objective was achieved.

The Compensation Committee believes performance compensation payable under each of the MIPs should be based on

achievement of at least 75% of EBITDA, a non-U.S.

GAAP (accounting principles generally accepted in the United States of America) financial

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for performance that in its estimation would warrant payment of incentive cash compensation.

compensation amounts under the 2024 MIPs, if earned, are to be paid on or about 90 days after year-end, or sooner, based on finalization

of our audited financial statements for 2024.

compensation amounts under the 2025 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of our audited

financial statements for 2025.

No compensation was earned under any of the MIPs for the NEOs in 2025.

Compensation Committee retained the right to modify, change or terminate each MIP and may adjust the various target amounts described

Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described

below, at any time and for any reason.

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performance compensation.

following schedules reflect performance compensation that was payable under each of the MIPs, along with a description of the target

following schedules reflect performance compensation payable under each of the MIPs, along with a description of the target objectives.

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Services, Inc.

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Services, Inc.

Management Incentive Plan

CEO MIP MATRIX

Target Objectives

Performance Target Achieved

Revenue (1) (6)

Target Achieved

Health & Safety (5)

Permit & License Violations (5) (6)

& License Violations (6) (7)

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Services, Inc.

1 unchanged sentence

Target Objectives

Performance Target Achieved

Target Achieved

Revenue (1) (7)

Performance Target Achieved

Target Achieved

Regulatory Filing (3) (7)

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Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Services, Inc.

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Services, Inc.

Management Incentive Plan

EVP OF STRATEGIC INITIATIVES MIP MATRIX

of Strategic Initiatives MIP MATRIX

Target Objectives

Performance Target Achieved

Target Achieved

Revenue (1) (7)

Target Achieved

PFAS Gen 2 (4) (7)

of Hanford and International Waste Operations MIP:

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Services, Inc.

Management Incentive Plan

OF HANFORD AND INTERNATIONAL WASTE OPERATIONS MIP MATRIX

Target Objectives

Target Achieved

Revenue (1) (7)

Health & Safety (5) (7)

Permit & License Violations (5) (6)

of Waste Treatment Operations MIP:

Permit & License

Violations (6) (7)

Operating Officer MIP:

Annualized Base Pay:

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Services, Inc.

Management Incentive Plan

OF WASTE TREATMENT OPERATIONS MIP MATRIX

OPERATING OFFICER MIP MATRIX

Target Objectives

Performance Target Achieved

Target Achieved

Revenue (1) (7)

Health & Safety (5) (7)

Permit & License Violations (5) (6)

Permit & License

Violations (6) (7)

was defined as the total consolidated third-party top line revenue as publicly reported in

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(3) Regulatory

Filing Incentive Target was based on meeting all deadlines (including allowable extension

granted by the SEC) for the Form 10-K, Form 10-Q and 8-Ks required by SEC (Securities and

Exchange Commission).

Filing Incentive Target was based on meeting all deadlines (including allowable extensions

granted by the Securities and Exchange Commission (“SEC”)) for the Form 10-K,

Form 10-Q and 8-Ks required by SEC.

(Per- and polyfluoroalkyl substances) Gen 2 Target was based on startup of the Company’s

generation 2 reactor with the ability to generate revenue in treatment of PFAS waste.

Health and Safety Incentive target was based upon the actual number of Worker’s Compensation

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Compensation carrier.

For the EVP of Waste Treatment Operations, the incentive target was

based on actual number of WCLTA in the Treatment Segments only.

For the EVP of Hanford and International Waste Operations, the Health

and Safety Incentive target was determined based on the actual number of WCLTA at the Company’s

Perma-Fix Northwest Richland, Inc.

facility and international operations.

The Corporate Controller

submitted a report on a quarterly basis documenting and confirming the number of Worker’s

Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report

provided by the company’s carrier or broker.

Such claims were identified on the loss

report as “indemnity claims.” The following number of Worker’s Compensation

Lost Time Accidents and corresponding performance target thresholds was established for the

annual Incentive Compensation Plan calculation for 2024.

submitted a report on a quarterly basis documenting and confirming the number of WCLTA, supported

by the Worker’s Compensation Loss Report provided by the Company’s carrier or

Such claims were identified on the loss report as “indemnity claims.”

The following number of WCLTA and corresponding performance target thresholds was established

for the annual Incentive Compensation Plan calculation for 2025.

EVP of Hanford and International

Target Achieved

or License Violations incentive was earned/determined according to the scale set forth below:

An “official notice of non-compliance” was defined as an official communication

during 2024 from a local, state, or federal regulatory authority alleging one or more violations

of an otherwise applicable Environmental, Health or Safety requirement or permit provision,

which resulted in a facility’s implementation of corrective action(s) which included

a material financial obligation, as determined by the Company’s Board of Directors

in their sole discretion, to the Company.

during 2025 from a local, state, federal, or foreign regulatory authority alleging one or

more violations of an otherwise applicable Environmental, Health or Safety requirement or

permit provision, which resulted in a facility’s implementation of corrective action(s)

which included a material financial obligation, as determined by the Company’s Board

of Directors in their sole discretion, to the Company.

For the EVP of Hanford and International

Waste Operations, the permit or license violations incentive was earned/determined based

on results from the Company’s Perma-Fix Northwest Richland, Inc.

facility and international

EVP of Hanford and International

Target Achieved

performance incentive compensation was payable for the target objective unless a minimum

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performance compensation payable under each MIP is based upon meeting certain of the Company’s separate target objectives during

2025 as described in each of the MIPs below, provided, however, no performance compensation will be paid for attaining any of the Company’s

2026 as described in each of the MIPs below, provided, however, no performance compensation is to be paid for attaining any of the Company’s

separate target objectives unless a minimum of 75% of the EBITDA target objective is achieved.

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cash compensation.

compensation amounts under the 2025 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of our audited

financial statements for 2025.

compensation amounts under the 2026 MIPs, if earned, are to be paid on or about 90 days after year-end, or sooner, based on finalization

of our audited financial statements for 2026.

Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described

below, at any time and for any reason.

total to be paid to the NEOs under the MIPs shall not exceed 50% of the Company’s pre-tax net income prior to the calculation of

total to be paid to the NEOs under the MIPs may not exceed 50% of the Company’s pre-tax net income prior to the calculation of

performance compensation.

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Total Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Services, Inc.

Environmental Services, Inc.

Management Incentive Plan

CEO MIP MATRIX

Target Objectives

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Performance Target Achieved

PFAS Gen 2 (4) (7)

Perma-FAS Destruction Efficiency (4) (8)

Performance Standards and Operating Instructions (5) (8)

of Hanford and International Waste Operations MIP:

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Performance Target Achieved

Revenue (1) (8)

Health & Safety (6) (8)

& License Violations (6) (7)

Permit & License Violations (7) (8)

is defined as the total consolidated third-party top line revenue as publicly reported in

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Filing Incentive Target is based on meeting all deadlines (including allowable extension

granted by the SEC) for the Form 10-K, Form 10-Q and 8-Ks required by SEC (Securities and

Exchange Commission).

(Per- and polyfluoroalkyl substances) Gen 2 Target is based on startup of the Company’s

generation 2 reactor with the ability to generate revenue in treatment of PFAS waste.

Health and Safety Incentive target is based upon the actual number of Worker’s Compensation

Lost Time Accidents (“WCLTA”), as provided by the Company’s Worker’s

Compensation carrier.

For the EVP of Hanford and International Waste Operations, the Health

and Safety Incentive target is determined based on the actual number of WCLTA at the Company’s

Perma-Fix Northwest facility and international operations.

The Corporate Controller will

submit a report on a quarterly basis documenting and confirming the number of Worker’s

Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report

granted by the Securities and Exchange Commission (“SEC”)) for the Form 10-K,

Form 10-Q and 8-Ks required by the SEC.

(4) Perma-FAS

Destruction Efficiency Target is defined as achieving Perma-FAS overall destruction efficiency

production costs per unit equal to or less than a Board-approved per gallon costs.

Reactor Standards and Instruction Target is defined as development of final performance standards

and operating instructions for both Gen 1 and Gen 2 reactors.

Health and Safety Incentive target is based upon the actual number of WCLTA, as provided

by the Company’s Worker’s Compensation carrier.

For the EVP of Hanford and International

Waste Operations, the Health and Safety Incentive target is determined based on the actual

number of WCLTA at the Company’s Perma-Fix Northwest Richland, Inc.

facility and international

The Corporate Controller will submit a report on a quarterly basis documenting

and confirming the number of WCLTA, supported by the Worker’s Compensation Loss Report

provided by the Company’s carrier or broker.

Such claims will be identified on the

loss report as “indemnity claims.” The following number of Worker’s Compensation

Lost Time Accidents and corresponding performance target thresholds has been established

for the annual Incentive Compensation Plan calculation for 2025.

loss report as “indemnity claims.” The following number of WCLTA and corresponding

performance target thresholds is established for the annual Incentive Compensation Plan calculation

of Hanford and International

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Waste Operations, the permit or license violations incentive is earned/determined based on

results from the Company’s Perma-Fix Northwest facility and international operations.

results from the Company’s Perma-Fix Northwest Richland, Inc.

facility and international

of Hanford and International

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via conference call;

the 2003 Outside Directors Stock Plan (“2003 Outside Directors Plan”), each director may elect to have either 65% or 100%

of such fees payable in Common Stock, with the balance, if any, payable in cash.

Each non-employee director was also granted a NQSO to

purchase up to 10,000 shares of Common Stock upon reelection at the 2024 Annual Meeting of Stockholders, with vesting at 25% per year,

beginning on the first anniversary date of the grant, with each option having a 10-year term.

Louis Centofanti and Mark Duff, each an executive officer of the Company, are not eligible to receive compensation for their respective

service as a director of the Company, pursuant to the policy described above.

(See “Summary Compensation” table in this section

for each of Dr.

director may elect to have either 65% or 100% of such fees payable in Common Stock under the 2003 Outside Directors Stock Plan (the

“2003 Outside Directors Plan”), with the balance, if any, payable in cash.

Each non-employee director was also granted an

NQSO to purchase 10,000 shares of Common Stock upon reelection with vesting of 25% per year, beginning on the first anniversary date

of the grant, with each option having a 10-year term.

an executive officer of the Company, each Dr.

Louis Centofanti and Mark Duff, is not eligible to receive compensation for his respective

service as a director of the Company (See “Executive Compensation,” - “Summary Compensation” table for each of

Centofanti’s and Mark Duff’s annual salary and other compensation as an employee of the Company).

table below summarizes the director compensation expenses recognized by the Company for director options and stock awards (resulting

from fees earned) for the year ended December 31, 2024.

The terms of the 2003 Outside Directors Plan are further described below under

“2003 Outside Directors Plan.”

table below summarizes compensation expenses recognized by the Company for director options and stock awards (resulting from fees earned)

for the year ended December 31, 2025.

The terms of the 2003 Plan are further described below under “2003 Outside Directors Plan.”

Fees Earned or Paid In Cash

57 unchanged sentences

Ownership of Certain Beneficial Owners

table below sets forth information as to the shares of Common Stock beneficially owned as of March 10, 2025, by each person known by

us to be the beneficial owners of more than 5% of any class of our voting securities.

table below sets forth information as to the shares of Common Stock beneficially owned as of March 2, 2026, by each person known by us

to be the beneficial owners of more than 5% of any class of our voting securities.

Name of Beneficial Owner

Ownership (2)

BlackRock, Inc.

The number of shares and the percentage of outstanding Common

Stock shown as beneficially owned by a person are based upon 18,428,393 shares of Common Stock outstanding on March 10, 2025, and the

number of shares of Common Stock which such person has the right to acquire beneficial ownership of within 60 days.

Beneficial ownership

by our stockholders has been determined in accordance with the rules promulgated under Section 13(d) of the Exchange Act.

This information is based on the Schedule 13G of BlackRock,

Inc., a parent holding Company or control person in accordance with Rule 13d-1(b) (1) (ii) (G), filed with the Commission on November

8, 2024, disclosing that at September 30, 2024, BlackRock, Inc.

had sole voting power over 1,002,992 shares and sole dispositive power

over all shares shown above.

The address of BlackRock, Inc.

The Vanguard Group (3)

The number of shares and the percentage of outstanding Common Stock shown as beneficially owned by a person are based upon 18,547,539

shares of Common Stock outstanding on March 2, 2026, and the number of shares of Common Stock which such person has the right to acquire

beneficial ownership of within 60 days.

Beneficial ownership by our stockholders has been determined in accordance with the rules promulgated

under Section 13(d) of the Exchange Act.

This information is based on the Schedule 13G of BlackRock, Inc., a parent holding Company or control person in accordance with Rule

13d-1(b) (1) (ii) (G), filed with the Commission on November 8, 2024, disclosing that at September 30, 2024, BlackRock, Inc.

voting power over 1,002,992 shares and shared voting power over 0 share and sole dispositive power over all shares shown above.

of BlackRock, Inc.

is 50 Hudson Yards, New York, NY 10001.

This information is based on the Schedule 13G of the Vanguard Group., an investment advisor, filed with the Commission on October 30,

2025, disclosing that at September 30, 2025, the Vanguard Group had sole voting power over 0 share and shared voting power over 105,905

shares and sole dispositive power over 824,295 shares and shared dispositive power over 111,647 shares.

The address of the Vanguard Group

is 100 Vanguard Blvd., Malvern, PA 19355.

Additionally,

22 unchanged sentences

be considered to beneficially own on March 2, 2026:

Amount and Nature of Ownership

Schelhammer Capital Bank AG

2 unchanged sentences

Stock which Schelhammer Capital Bank AG, as agent for certain accredited investors, has the right to acquire within 60 days, which is

This amount is the number of shares that Schelhammer Capital Bank AG has represented to us that it holds of record as nominee for,

and as an agent of, certain accredited investors.

As of March 10, 2025, the date of Schelhammer Capital Bank AG’s representations

to us, Schelhammer Capital Bank AG has no warrants or options to acquire, as agent for certain investors, additional shares of our Common

This amount is the number of shares that Schelhammer Capital Bank AG has represented to us that it holds of record as nominee for, and

as an agent of, certain accredited investors.

As of March 2, 2026, the date of Schelhammer Capital Bank AG’s representations to

us, Schelhammer Capital Bank AG has no warrants or options to acquire, as agent for certain investors, additional shares of our Common

Although Schelhammer Capital Bank AG is the record holder of the shares of Common Stock described in this note, Schelhammer Capital

10 unchanged sentences

Ownership of Management

following table sets forth information as to the shares of voting securities beneficially owned as of March 10, 2025, by each of our

directors and NEOs and by all of our directors and NEOs as a group.

Beneficial ownership has been determined in accordance with the rules

promulgated under Section 13(d) of the Exchange Act.

A person is deemed to be a beneficial owner of any voting securities for which that

person has the right to acquire beneficial ownership within 60 days.

following table sets forth information as to the shares of voting securities beneficially owned as of March 2, 2026, by each of our directors

and NEOs and by all of our directors and NEOs as a group.

Beneficial ownership has been determined in accordance with the rules promulgated

under Section 13(d) of the Exchange Act.

A person is deemed to be a beneficial owner of any voting securities for which that person has

the right to acquire beneficial ownership within 60 days.

Amount and Nature

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Duff, and (ii) immediately exercisable options to purchase 82,000 shares.

Grondin has sole voting and investment power over all shares shown, which include:

(i) 28,780 shares of Common Stock held of record by Mr.

Grondin, and (ii) immediately exercisable options to purchase 11,000 shares.

Grondin has sole voting and investment power over all shares reflected in the table

which are 41,308 shares of Common Stock held of record by Mr.

Naccarato has sole voting and investment power over all shares shown, which include:

1 unchanged sentence

Naccarato, and (ii) immediately exercisable options to purchase 44,000 shares.

Eshleman does not beneficially own any shares.

Eshleman has sole voting and investment power overall all shares shown, which include:

1,350 shares of Common Stock held of record

Eshleman, and (ii) immediately exercisable options to purchase 10,000 shares.

includes options to purchase 395,100 shares which are immediately exercisable.

3 unchanged sentences

Plan Category

Number of securities to

be issued upon exercise

of outstanding options

warrants and rights

Weighted average

securities to

be issued upon

of outstanding

exercise price of

options, warrants

outstanding options,

Number of securities

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plans (excluding

securities reflected in

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

Includes (i) 83,971 shares available for grant under the 2003 Outside Directors Stock Plan and (ii) 51,000 shares available for

issuance under the 2017 Stock Option Plan.

On November 13, 2025, the Board approved an amendment to the Company’s 2017 Stock Option

Plan to increase the number of shares authorized under the 2017 Plan by 600,000 shares, which is subject to the Company’s stockholders

either at a special meeting of the Company’s stockholders or at the 2026 Annual Meeting of Stockholders, provided any such approval

must be obtained within 12 months of the Board’s approval of the 600,000 shares.

The amount noted in the column (c) does not include

the 600,000 shares.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Centofanti serves as our Vice President of Information Systems.

For such position, he received annual compensation of $191,000 for each

of the years 2024 and 2023.

For such position, he received annual compensation of $200,000 and $195,000

for the years 2025 and 2024, respectively.

David Centofanti is the son of Dr.

Centofanti, our EVP of Strategic Initiatives and a Board member.

Centofanti, our EVP of Strategic Initiatives, who is also a Board member.

Common Stock is listed on the Nasdaq Capital Market.

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Audit Fees (1)

Audit fees consist of audit work performed in connection with the annual financial statements, the reviews of unaudited quarterly

financial statements, and work generally only the independent registered accounting firm can reasonably provide, such as consents and

review of regulatory documents filed with the Securities and Exchange Commission

Audit fees consist of audit work performed in connection with the annual financial statements, the reviews of unaudited quarterly financial

statements, and work generally only the independent registered accounting firm can reasonably provide, such as consents and review of

regulatory documents filed with the Securities and Exchange Commission

Fees for income tax planning, filing, and consulting.

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Pre-approved services

typically include:

audits, quarterly reviews, regulatory filing requirements, consultation on new accounting and disclosure standards,

typically include audits, quarterly reviews, regulatory filing requirements, consultation on new accounting and disclosure standards,

employee benefit plan audits, reviews and reporting on management’s internal controls and specified tax matters.

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on its behalf by the undersigned, thereunto duly authorized.

Perma-Fix Environmental Services, Inc.

Environmental Services, Inc.

Executive Officer, President and

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Restated Certificate of Incorporation, as amended, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(i) to the Company’s Form 10-Q for Quarter ended March 31, 2021 filed on May 6, 2021.

Second Amended and Restated Bylaws, as amended effective April 20, 2023, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(ii) to the Company’s 8-K filed on April 26, 2023.

Second Amended and Restated Bylaws, as amended effective November 13, 2025, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(ii) to the Company’s 8-K filed on November 19, 2025.

Revised Second Amended and Restated Revolving Credit, Term Loan and Security Agreement referenced as Annex A in the Fifth Amendment, as incorporated by reference from Exhibit 4.2 to the Company’s Form 8-K filed on August 29, 2022.

Sixth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 21, 2023, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.3 to the Company’s 2022 Form 10-K filed on March 23, 2023.

Seventh Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated July 31, 2023, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the Quarter ended June 30, 2023 filed on August 3, 2023.

Term Note dated July 31, 2023, between Perma-Fix between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.2 to the Company’s Form 10-Q for the Quarter ended June 30, 2023 filed on August 3, 2023.

Eighth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated May 8, 2024, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the Quarter ended March 31, 2024, filed on May 9, 2024.

Ninth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated November 8, 2024, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.3 to the Company’s Form 10-Q for the Quarter ended September 30, 2024, filed on November 12, 2024.

Tenth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 11, 2025, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association.

and PNC Bank, National Association, as incorporated by reference from Exhibit 4.7 to the Company’s Form 10-K for the year ended December 31, 2024, filed on March 13, 2025.

2003 Outside Directors’ Stock Plan of the Company, as incorporated by reference from Exhibit 10.1 to the Company’s 2019 Form 10-K filed on March 20, 2020.

13 unchanged sentences

Memorandum amending Employment Agreement dated April 20, 2023, for EVP of Waste Treatment Operations, as incorporated by reference from Exhibit 99.7 to the Company’s Form 8-K filed January 29, 2025.

Employment Agreement dated April 17, 2025, between Troy Eshleman, Chief Operating Officer, and Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on April 21, 2025.

2026 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2026, as incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed on January 28, 2026.

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Form of Placement Agents’ Warrants, as incorporated by reference from Exhibit 10.3 to the Company’s Form 8-K filed on May 24, 2024.

Form of Representative’s Warrant in connection with Underwriter’s Agreement, dated as of December 18, 2024.

Form of Representative’s Warrants in connection with Underwriting Agreement, dated as of December 18, 2024, as incorporated by reference to exhibit 10.31 to the Company’s 2024 Form 10-K, filed on March 13, 2025.

Collective Bargaining Agreement between Perma-Fix Northwest Richland, Inc.

and United Association of Plumbers and Steamfitters Local Union 598, Effective October 1, 2025, as incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q for the Quarter ended September 30, 2025, filed on November 10, 2025.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND COULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED.

Insider Trading Policy and Procedures (Stock Trading, Report & Blackout Policy.

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Section 1350.

Perma-Fix Clawback Policy, incorporated by reference to Exhibit 97 to the Company’s 2023 Form 10-K, filed on March 13, 2024.

Perma-Fix Clawback Policy.

Instance Document*

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Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

to Rule 406T of Regulation S-T, the Interactive Data File in Exhibit 101 hereto are deemed not filed or part of a registration statement

2 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