Picard Medical, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2025, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025. Management concluded that a material weakness existed related to: ● Lack of segregation of duties due to limited accounting personnel. ● Lack of a formal review process that includes multiple levels review over financial disclosure and reporting processes. The Company is taking steps to enhance its internal control environment and expects to remediate all weaknesses listed above as additional resources become available. We have adopted a specific remediation plan, including: ● Retaining additional accounting personnel with public company financial reporting, technical accounting, SEC compliance, and strategic financial advisory experience to achieve adequate segregation of duties; ● Implementing multiple level reviews over financial disclosure and reporting processes Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to enable timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms promulgated by the SEC. Our management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and there is no assurance that our disclosure controls and procedures will operate effectively under all circumstances. Other than material weakness and remediation efforts 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) of the Exchange Act) that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management Report on Internal Control Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. ITEM 9B. OTHER INFORMATION. Entry into a Material Definitive Agreement. On February 28, 2026, the C ompany entered into a Related Party Unsecured Promissory Note (the “Note”) with Fang Family Fund, LLC – Series I (the “Holder”). The Holder is a “related person” within the meaning of Item 404 (a) of Regulation S-K by virtue of being an affiliate of Richard Fang, a current member of the Board of Directors of the Company (the “Board”). Pursuant to the Related Party Transactions Policy of the Company (the “Policy”), the Audit Committee and other disinterested members of the Board approved the Note in accordance with the guidelines set forth in the Policy. The Note provides for principal of up to an aggregate of $0.7 million (the “Maximum Principal Amount”), and the Company received $0.7 million in proceeds from the Holder. Amounts outstanding under the Note bear interest at a fixed rate of 6.00% per annum, compounded annually. Interest is payable in kind on each quarterly anniversary of the Note’s date, although the Company may, at its option, pay interest in cash on any interest payment date. The outstanding principal and any accrued and unpaid interest are payable in cash on February 28, 2027 ( the “Maturity Date”). The Company may, with the Holder’s written consent, extend the Maturity Date. The Company may prepay the Note at any time, in whole or in part, without premium or penalty. The Note requires mandatory prepayment upon the consummation by the Company or any subsidiary of a Qualified Financing, defined as an equity or equity-linked financing for aggregate gross proceeds to the Company of at least $5 million. Upon a Qualified Financing, the Company must prepay the then-outstanding principal together with all accrued and unpaid interest and other amounts due under the Note on the closing date of such financing or, if the Company retains proceeds sufficient to fund at least $2.0 million of post-closing working capital after payment of reasonable transaction fees and expenses, no later than the first Business Day following the Company’s receipt of the remaining proceeds. Mandatory prepayment is subject to any applicable intercreditor arrangements and is not intended to contravene any then-existing senior secured debt facility; the Company will use commercially reasonable efforts to obtain any required consents. 38 Table of Contents The Note is unsecured and ranks pari passu in right of payment with all other unsubordinated, unsecured indebtedness of the Company. Events of default under the Note include failure to pay when due (subject to a 30 -day cure period for nonpayment), dissolution or cessation of operations, and certain bankruptcy or insolvency events. The Note also includes customary information, inspection, confidentiality, and other provisions. The Company intends to use the net proceeds from the Note for short-term liquidity needs and other business expenses, including those that may be incurred in pursuing additional equity financing. The Note contains representations and warranties, affirmative and negative covenants, and events of default that the Company considers customary for an agreement of this type and on terms fair to, or no less favorable to, terms the Company than could have obtained in a comparable transaction with an unaffiliated party. The foregoing summary of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.59 to this Annual Report and incorporated herein by reference. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 39 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE MANAGEMENT Executive Officers and Directors The following table sets forth certain information regarding our executive officers, and directors as of the date of this Annual Report: Name Age Position(s) Patrick NJ Schnegelsberg 62 Chief Executive Officer and Director Bernard Skaggs 63 Chief Financial Officer Matt Schuster 45 Chief Operating Officer Richard Fang 60 Director Sam Van 48 Director George Ye 50 Director Executive Officers Patrick NJ Schnegelsberg, Chief Executive Officer and Director Patrick NJ Schnegelsberg serves as our Chief Executive Officer. Patrick has over 25 years of executive leadership experience and a proven track record in the medical device sector. Patrick served as CEO of Syntach AB from December 2022 to July 2023, and as COO and CEO with the Occlutech Group and its subsidiaries from July 2012 to March 2021. He has also held C-level positions with European and U.S. med- and biotech start-ups, including a U.S.-listed biotech company. Before working in the medical device industry, Patrick held director-level positions with buy- and sell-side firms on Wall Street. Patrick conducted extensive research in molecular biology at MIT and graduated from Harvard Medical School and Clark University. He currently serves as independent Chairman on the advisory board of Acorai AB and is a former board member of Scandinavian Real Heart. Patrick is qualified to serve on our board due to his background as an executive of other medical device and biotech companies. Bernard Skaggs, Chief Financial Officer Bernard Skaggs was appointed as our Chief Financial Officer in November 2023. Bernard has over 30 years of experience in finance and accounting. Prior to his role as Chief Financial Officer, Bernard served as our Controller from February 2023 to November 2023. Prior to his time at SynCardia, Bernard was Controller at Golden Vertex Corporation from June 2022 to February 2023, Plant Controller at Asarco LLC from May 2020 to June 2022, Controller Consultant at Experis from December 2019 to May 2020, Plant Controller at Embraer Aero Seating Technologies, a subsidiary of Embraer, from December 2017 to September 2019, and Accounting Manager at Cancer Prevention Pharmaceuticals from April 2015 to December 2017. Bernard started his career with Deloitte and has held a range of positions in the United States and Japan and is a U.S. Army Veteran. Bernard received his undergraduate degree from the University of Arizona, a master’s degree in Accountancy from the University of Phoenix, and an MBA from the Thunderbird School of Global Management. Matt Schuster, Chief Operating Officer Matt Schuster was appointed as our Chief Operating Officer in November 2023. Prior to this role, Matt was the Director of Research and Development for SynCardia from May 2023 to November 2023. From January 2021 through May 2023, Matt held various roles with Roche, including as an Engineering Contractor, Staff Mechanical Engineer, and Systems Development Lead. Prior to his roles at Roche, Matt was the Director of Manufacturing and Facilities at SynCardia from April 2018 to January 2021. He has played a key role in development projects for SynCardia, including the smaller sized 50cc total artificial heart and next generation pneumatic driver. Matt received his bachelor’s degree in Mechanical Engineering from Northern Arizona University. Directors Patrick NJ Schnegelsberg also serves as a Director of the Company. See “Executive Officers” above for additional information. Richard Fang, Director Richard Fang, Ph.D. is a founder and managing partner of Hunniwell Lake Ventures LLC (“HLV”), an investment group investing in the medical device space. HLV was formed in 2019. HLV, through us, recently acquired SynCardia Systems, which is now part of the HLV family of companies. In addition to HLV, Richard founded Reach Surgical, a minimally invasive surgical instruments company in California in 2005. Over a 15-year period, he drove the growth of Reach Surgical into an industry-leading brand with presence on six continents. During that time, he oversaw the development, manufacturing, marketing, and sales of three product lines including dozens of SKUs. His tenure with Reach Surgical culminated in the recent sale of the company to a private equity buyer. Richard has over 20 years of professional hands-on experience in the medical device industry, including Johnson & Johnson in the United States. He has an MBA from the University of Cincinnati, as well as a Ph.D. in Physics from Purdue University in Indianapolis. As a sci-fi fan, he believes in the ironman heart and has a vision that the SynCardia TAH will be a preferred alternative to heart transplant. We believe Richard is qualified to serve on our board due to his background in the medical device industry. Sam Van, Director Sam has been the founder and CEO of SRO Partners since May 2024. He served as the Head of Advisory Services and Senior Vice President for Freedom U.S. Markets, a dividing of Freedom Holding Corp (Nasdaq: FRHC] from September 2022 to May 2024, and as president and a director of Deltec Investment Adviser Limited from May 2017 to September 2022. Earlier in his career, Sam held senior roles at the New York Stock Exchange, including Director of International Listings, where he originated over 60 listings, and as a Senior Examiner in NYSE Regulation. He has also served as a director and as audit committee chair and a member of the nominating committee of Reed’s Inc. since October 2024, as a director of Relm Insurance Limited (Bermuda) since January 2019 and as a director for Phoenix Motor, Inc. from June 2022 to May 2024. Sam began his career as an examiner with FINRA. He holds an MBA from Cornell University’s Johnson School of Business and a BS in Finance from St. John’s University. Sam is qualified to serve on our board due to his extensive regulatory, financial, and capital markets experience, and his leadership roles across both public and private companies. 40 Table of Contents George Ye, Director George previously served in various roles at Edwards Lifesciences (NYSE: EW), including Senior Vice President and General Manager, Greater China Region from April 2019 to October 2024, Vice President and General Manager, Japan Surgical, from October 2016 to April 2019, and Senior Director, Japan and Asia Pacific Strategy from April 2015 to September 2016. Prior, George held various roles at Abbott Laboratories and Johnson & Johnson. George received his Bachelor of Science in Chemical Engineering and his MBA from Northwestern University. George is qualified to serve on our board based on his healthcare, medical technology and life sciences experience. Family Relationships There are no family relationships among any of our executive officers or directors. Controlled Company Exemptions Hunniwell controls a majority of the voting power of the outstanding common stock. As a result of Hunniwell’s voting control, Hunniwell will effectively be able to determine the outcome of all matters requiring shareholder approval, including the election and removal of directors. Hunniwell is governed by three managers, Dr. Richard Fang, Daniel Teo and Chris Hsieh. Dr. Richard Fang serves as a director. As a result, they are effectively able to determine the outcome of all matters requiring shareholder approval, including the election and removal of directors, and combined with their membership on the Board, effectively control mergers and acquisitions, payment of dividends and other matters of corporate or management policy. This concentration of ownership may delay or deter possible changes in control and limit the liquidity of the trading market for common stock, which may reduce the value of an investment in such shares. Additionally, we are a “controlled company” within the meaning of applicable NYSE rules. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements: ● that a majority of the board consists of independent directors; ● for an annual performance evaluation of the nominating and corporate governance and compensation committees; ● that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and ● that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NYSE. See the section entitled “ Risk Factors – Risks Related to Ownership of Our Securities – We are a “ controlled company ” within the meaning of the applicable rules of NYSE and, as a result, qualify for exemptions from certain corporate governance requirements. ” Involvement in Certain Legal Proceedings None of our directors or executive officers has been involved in any legal proceedings described in Item 401(f) of Regulation S-K during the past ten years. Committees of Our Board of Directors The Board has an audit committee, a compensation committee, and a nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. Copies of each board committee’s charter are posted on our website. Our website and the information contained on, or that can be accessed through such website, are not deemed to be incorporated by reference in, and are not considered part of, this Annual Report. The composition and responsibilities of each of the committees of the Board are described below. Members serve on these committees until their resignation or until otherwise determined by the Board. The NYSE American permits a phase-in period of up to one year for an issuer registering securities in an initial public offering to meet the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee independence requirements. Under the initial public offering phase-in period, only one member of each committee is required to satisfy the heightened independence requirements at the time our registration statement becomes effective, a majority of the members of each committee must satisfy the heightened independence requirements within 90 days following the effectiveness of our registration statement, and all members of each committee must satisfy the heightened independence requirements within one year from the effectiveness of our registration statement. Audit Committee Sam Van and George Ye serve as members of our audit committee, with Sam Van serving as the chair of the Audit Committee. The board has determined that each member of the audit committee satisfies the independence requirements under the NYSE American Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. Sam Van, the chair of the audit committee is an “audit committee financial expert” within the meaning of SEC regulations. Each member of the audit committee is able to read and understand fundamental financial statements in accordance with applicable listing standards. In arriving at these determinations, we examine each audit committee member’s scope of experience and the nature of his or her employment. The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control, and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the audit committee include: ● helping the Board oversee the corporate accounting and financial reporting processes; ● managing and/or assessing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements; ● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; ● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; 41 Table of Contents ● reviewing related party transactions; ● reviewing our policies on risk assessment and risk management; ● reviewing, with the independent registered public accounting firm, our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues; and ● pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm. Our audit committee operates under a written charter, that satisfies the applicable NYSE American Listing Rules. Compensation Committee Sam Van and George Ye serve as members of our compensation committee, with George Ye serving as chair of the Compensation committee. The primary purpose of our compensation committee is to discharge the responsibilities of the Board in overseeing our compensation policies, plans, and programs and to review and determine the compensation to be paid to our executive officers, directors, and other senior management, as appropriate. Specific responsibilities of the compensation committee include: ● reviewing and recommending to the Board the compensation of executive officers; ● reviewing and recommending to the Board the compensation of directors; ● administering our equity incentive plans and other benefit programs; ● reviewing, adopting, amending, and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management; and ● reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy. Our compensation committee operates under a written charter that satisfies the applicable NYSE American Listing Rules. Nominating and Corporate Governance Committee Sam Van and George Ye serve as members of our nominating and governance committee, with George Ye serving as the chair of the nominating and corporate governance. The board determines that each member of the nominating and corporate governance committee satisfies the independence requirements under the NYSE American Listing Rules. Specific responsibilities of our nominating and corporate governance committee include: ● identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board; ● considering and making recommendations to the Board regarding the composition and chairpersonship of the Board and committees of the Board; ● reviewing developments in corporate governance practices; ● developing and making recommendations to the Board regarding corporate governance guidelines and matters; and ● overseeing periodic evaluations of the Board performance, including committees of the Board Our nominating and corporate governance committee operates under a written charter that satisfies the applicable NYSE American Listing Rules. Picard has a code of ethics that applies to its principal executive officer, principal financial officer, and principal accounting officer and controller. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote: ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications; ● compliance with laws, rules and regulations; ● prompt internal reporting of violations of the code to appropriate persons identified in the code; and ● accountability for adherence to the code of business conduct and ethics. That code is part of Picard’s code of business conduct which is available free of charge through Picard’s investor relations website ( www.Picardinvestor.com ). Picard intends to include on its website any amendment to, or waiver from, a provision of its code of ethics that applies to Picard’s principal executive officer, principal financial officer, and principal accounting officer and controller that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K. Picard has an insider trading policy governing the purchase, sale, and other dispositions of Picard securities by its directors, officers and employees, as well as Picard itself, that Picard believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE American listing standards. ITEM 11. EXECUTIVE COMPENSATION As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to smaller reporting companies, as such term is defined in the rules promulgated under the Securities Act. This section describes the material components of the executive compensation program for our named executive officers (“NEOs”) for the fiscal year ended December 31, 2025 (“fiscal year 2025” ). For fiscal year 2025, our NEOs were: ● Patrick NJ Schnegelsberg, Chief Executive Officer; ● Matt Schuster, Chief Operating Officer; and ● Bernard Skaggs, Chief Financial Officer. 42 Table of Contents Executive Compensation Program The objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate, and retain outstanding individuals, align the interests of our executive team with those of our stockholders, encourage individual and collective contributions to the successful execution of our short and long-term business strategies, and reward NEOs for favorable performance. Summary Compensation Table The following table shows information concerning the annual compensation for services provided to us by our NEOs during fiscal years ended December 31, 2025 and 2024. Additional information on our NEOs annual compensation for fiscal year 2025 is provided in the narrative sections following the Summary Compensation Table: Name and Position Year Salary ($) Annual Cash Bonus Awards ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Patrick NJ Schnegelsberg, 2025 400,000 - - - - - 400,000 Chief Executive Officer 2024 400,000 - - 1,248,946 - - 1,648,946 - - - Bernard Skaggs, 2025 200,000 - - - - - 200,000 Chief Financial Officer 2024 200,000 - - 272,617 - - 472,617 - - - Matt Schuster, 2025 220,000 - - - - - 220,000 Chief Operating Officer 2024 220,000 - - 309,442 - - 529,442 Narrative Disclosure to the Summary Compensation Table Base Salaries Base salary is paid to attract and retain qualified talent and is set at a level that is commensurate with the executive’s duties and authorities, contributions, prior experience, and sustained performance, as well as considering market competitive levels. For fiscal year 2025, the NEOs had the following base salary rates: Mr. Schnegelsberg - $400,000, Mr. Schuster - $220,000, and Mr. Skaggs - $200,000. Annual Cash Bonuses Annual cash bonuses can be earned if the NEOs achieve certain annual financial and operating performance metrics. In fiscal year 2026, and the following NEOs were eligible for bonus compensation for the 2025 performance year: Mr. Schnegelsberg - $200,000 or 50% of base salary, Mr. Schuster - $33,000 or 15% of base salary, and Mr. Skaggs - $40,000 or 20% of base salary. Employee Benefits In addition to any individual benefits set forth in each NEOs employment arrangements (described below), the NEOs are generally eligible to participate in certain executive and employee health and welfare, retirement and other employee benefit programs maintained and administered by Voya Financial Service, a third -party professional employer organization (“Voya”), on the same basis as other employees, subject to applicable law. Each NEO meeting the eligibility requirements is eligible to participate in the Company's 401 (k) plan, under which participants may elect to contribute a portion of their eligible compensation as pre-tax or Roth deferrals in accordance with the limitations imposed under the Code. At this time, we do not make any employer contributions on behalf of employees to the Company's 401 (k) plan. Equity Incentive Awards We adopted the 2021 Equity Incentive Plan, a broad-based incentive plan in which our employees, including our NEOs, may receive options to purchase shares of our common stock. The 2021 Equity Incentive Plan included an initial share reserve of 5,565,159 shares of our common stock available for issuance via future grants made under the plan. On July 1, 2024, an increase of an additional 2,829,200 share reserve under the plan was approved. On October 10, 2025, the Company’s stockholders approved an amendment to the Company’s 2021 Equity Incentive Plan (the “Amended Incentive Plan”) to (i) increase the aggregate number of shares of Common Stock available under the 2021 Equity Incentive Plan to a total of 18,000,000 shares, (ii) include warrant as a type of awards issuable under the Amended Incentive Plan, and (iii) to ratify the 2021 Equity Incentive Plan. The awards described below have been adjusted to reflect the Stock Split. On June 28, 2024, we granted the following stock option awards (intended to be incentive stock options under Code Section 422 ) to the NEOs: 2,378,124 options to Patrick Schnegelsberg, with a vesting commencement date of July 5, 2023, 102,239 options and 408,956 options to Bernard Skaggs, with a vesting commencement date of February 21, 2023 and November 27, 2023, respectively, and 102,239 options, 408,956 options and 68,608 options to Matt Schuster, with a vesting commencement date of May 29, 2023, November 27, 2023, and May 29, 2023, respectively (the “2024 Options”). One quarter of the options cliff vest upon the first anniversary of the vesting commencement date, and the remaining options vest ratably in equal monthly installments over the 36 months following the first anniversary of the vesting commencement date, generally subject to the continued service of the NEO through each applicable vesting date. As of December 31, 2025, Patrick Schnegelsberg was vested in 1,436,783 options, Bernard Skaggs was vested in 285,416 options, and Matt Schuster was vested in 323,335 options. The grant date fair value of the options is in the table above. If in connection with a Change of Control (as defined under the 2021 Equity Incentive Plan), and the acquiring entity fails to assume, replace, fully accelerate, cash out, or substitute the 2022 Options, then provided the NEO has remained in continued service through such Change of Control, we will accelerate the vesting of all then-unvested 2022 Options. For purposes of this section, “Change of Control” means the transaction(s) which results in (i) a change in more than 50% of the combined voting power of our then outstanding shares, (ii) a merger, consolidation, or similar transaction which results in our stockholders owning less than 50% of ( x ) our voting shares thereafter or (y) the surviving parent entity’s voting power, or (iii) sale, lease, exclusive license or other disposition of all or substantially all of our consolidated assets and our subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of our consolidated assets and our subsidiaries to a person or entity, more than 50% of the combined voting power of the voting securities of which are owned by our stockholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such sale, lease, license or other disposition. 43 Table of Contents Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows information regarding equity awards held by the NEOs as of December 31, 2025. The awards described below have been adjusted to reflect the Stock Split that was affected in connection with our IPO: Option Awards ( 1 ) Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Option exercise price ($) Option expiration date Patrick Schnegelsberg 1,436,783 941,341 $ 0.71 7/2/2033 Bernard Skaggs 285,416 225,779 $ 0.71 2/18/2033, 11/24/2033 Matt Schuster 323,335 256,468 $ 0.71 5/26/2033, 11/24/2033 ( 1 ) All awards reflected in this table were granted under the 2021 Equity Incentive Plan. Potential Payments Upon Termination or Change in Control None of our NEOs are eligible to receive any payment or benefit in connection with a termination for any reason. Except as described above under “ Equity Incentive Awards ,” none of our NEOs are eligible to receive any payment or benefit in connection with a change in control. Pension Benefits We do not provide any of our officers with pension benefits. Nonqualified Deferred Compensation We do not provide any of our officers with any nonqualified deferred compensation plans. Clawback Policy In connection with our IPO, the Board adopted a clawback policy (the "Clawback Policy") in compliance with Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual (The "Clawback Listing Standards"). The Clawback Policy provides that promptly following an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Compensation Committee will determine the amount of the excess of incentive-based compensation received by Section 16 officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such officer with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the Clawback Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by the Clawback Listing Standards. Director Compensation Program Directors who are officers of the Company do not receive compensation for their service as directors. We provide the following compensation for non-management directors: ● Each non-management director receives an annual director’s fee payable in cash equal to $35,000 and an annual grant of $15,000 stock options; ● The chair of the audit committee receives an additional annual fee payable in cash equal to $15,000; ● The chair of the compensation committee receives an additional annual fee payable in cash equal to $10,000. We also reimburse directors for all expenses incurred in attending Board and committee meetings. The following table provides information regarding the compensation of our non-management directors for the year ended December 31, 2025: Name Fees Earned Or Paid in Cash Stock Option Awards ( 1 ) Total Richard Fang $ - $ - $ - Sam Van $ 16,667 $ 14,028 $ 30,695 George Ye $ 15,000 $ 14,028 $ 29,028 ( 1 ) Reflects grant date fair value of $8.137 per share. Compensation Committee Interlocks and Insider Participation None of the members or intended members of the compensation committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last calendar year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. 44 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (a) Equity Compensation Plan Information . The following table presents information as of December 31, 2025, about our compensation plans under which Picard common shares have been authorized for issuance: Number of securities remaining Number of available for securities to be future issuance issued upon Weighted average under equity exercise of exercise price compensation outstanding of outstanding plans (excluding options, warrants options, warrants securities reflected Plan Category and rights and rights in column (a)) Equity compensation plans approved by security holders (1) 7,556,434 $ 0.44 10,443,566 Equity compensation plans not approved by security holders — — — Total (1) 7,556,434 $ 0.44 10,443,566 ________________________________________________________ (1) On September 26, 2021, the Company’s board of directors approved the adoption of the 2021 Equity Incentive Plan (the “2021 Plan”), under which the Company is authorized to issue incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock awards and performance awards that may be settled in cash, stock, or other property. The following table sets forth information known to us regarding the beneficial ownership of our common stock as of March 26, 2026, by (i) any person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) our directors, (iii) our executive officers, and (iv) all of our directors and executive officers as a group. The address for each beneficial owner is c/o Picard Medical, Inc., 1992 E Silverlake Rd, Tucson, AZ 85713, unless otherwise provided. Shares of Common Stock Beneficially Owned Name of Beneficial Owner Number of Shares Percentage (1) Directors and Named Executive Officers Patrick NJ Schnegelsberg - 0.00 % Bernard Skaggs - 0.00 % Matt Schuster - 0.00 % Richard Fang (2) - 0.00 % George Ye - 0.00 % Sam Van - 0.00 % 5% Stockholders Hunniwell (3) 39,618,919 52.70 % Sindex SSI Lending, LLC (4) 7,943,585 10.57 % Hudson Bay Capital Management LP (5) 7,009,346 9.32 % Another Dimension (6) 4,054,517 5.39 % Ju Wang (7) 5,280,309 7.03 % All directors, director nominees and current executive officers as a group (7 persons) - 0.00 % (1) Based on 75,178,535 shares as of March 23, 2026. (2) Richard Fang is a partner of Hunniwell Picard GP, LLC, which manages Hunniwell Picard I, LLC. By virtue of the "rule of three" described in footnote (4) below, Mr. Fang is not deemed to be the beneficial owner of the shares held by Hunniwell Picard I, LLC, even though he holds a pecuniary interest therein. (3) Hunniwell Picard I, LLC is a manager-managed venture capital fund managed by Hunniwell Picard GP, LLC where dispositive decisions require the unanimous vote of all three partners, namely Yuncai (“Richard”) Fang, Sinyew (“Daniel”) Teo & Chris Hsieh. Under the so-called “rule of three” because voting and dispositive decisions are made by a unanimous vote of all three partners, none of the partners is deemed to be a beneficial owner of shares, even those in which any director holds a pecuniary interest. (4) Sindex SSI Lending, LLC is a subsidiary of Versa Capital Fund III, L.P. Versa FGP-III, L.P. is the general partner of Versa Capital Fund III, L.P. Versa UGP-III, LLC is the general partner of Versa FGP-III, L.P. Versa Capital Group, LLC is the sole member of Versa UGP-III, LLC. Gregory L. Segall has sole voting and dispositive power over the shares owned by Sindex SSI Lending, LLC. The address of Sindex SSI Lending, LLC is c/o Versa Capital Management, Two Commerce Square, 2001 Market Street, Suite 3110, Philadelphia, PA 1910. (5) Hudson Bay Capital Management LP is an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E) and serves as the investment manager to HT Investments MA LLC, in whose name the securities are held. Mr. Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. The address of Hudson Bay Capital Management LP's principal business office is 290 Harbor Dr., Stamford, CT 06902. (6) Another Dimension Foundation - Jun Liu, Ph.D. has sole voting and dispositive power over the shares owned by Another Dimension. The address of Another Dimension is 2800 Glades Circle, Suite 159 Weston, FL 33327-2279. (7) Represents shares held (i) held directly by Ju Wang in his own name and (ii) by Nexus Science Foundation, Inc. Ju Wang has sole voting and dispositive power over the shares owned by Nexus. The address of Nexus is 14738 SW 23rd Steet Miami, FL 33185-5922. Change in Control The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company, except that shares of common stock may be issued pursuant to the Purchase Agreement dated December 24, 2025. Such issuances could result in dilution of the shares held by Hunniwell Picard I, the Company's current controlling stockholder, and may result in a change of control of the Company. 45 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following is a summary of transactions for the years ended December 31, 2025 and 2024, to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under "Executive and Director Compensation" elsewhere in this Annual Report. Versa Capital Management, LLC (“Versa”) shares common ownership with Sindex SSI Financing, LLC (“Sindex”), which owned 100% of the outstanding membership interest of SynCardia prior to the acquisition by PMI. To enable Versa to pay transaction costs on behalf of SynCardia in conjunction with PMI’s acquisition, on September 27, 2021, PMI advanced $100,000 to Versa under an unsecured promissory note (the “Versa Note”) which accrues interest at 8% per annum, compounding annually, repayable within 18 months. The balance receivable under the Versa Note, including accrued interest, is included within the caption "Due from related parties" within current assets and was $0 and $112,000 as of December 31, 2025 and 2024, respectively. On December 31, 2025, the Company determined this note to be uncollectible and wrote-off the $137,000 of principal and accrued interest. On January 11, 2024, the Company borrowed $1.0 million from Fang Family Fund, LLC, an entity affiliated with one of its executive directors. This loan was consolidated in a convertible note on July 2, 2024 (“FFF Convertible Note”) as described below. On February 6, 2024, the Company borrowed $450,000 from Fang Family Fund, LLC, an entity affiliated with one of its executive directors, under an interest-free loan which was repaid on February 8, 2024. On February 21, 2024, the Company borrowed $450,000 from Fang Family Fund, LLC, an entity affiliated with one of its executive directors. This loan was consolidated in a convertible note on July 2, 2024 (“FFF Convertible Note”) as described below. On March 11, 2024, the Company borrowed $500,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors, under an interest-free loan which was repaid on May 17, 2024. On March 28, 2024, the Company borrowed $500,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors. This loan was consolidated in a convertible note on July 2, 2024 (“FFF Convertible Note”) as described below. On April 10, 2024, the Company borrowed $500,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors. This loan was consolidated in a convertible note on July 2, 2024 (“FFF Convertible Note”) as described below. On April 17, 2024, the Company borrowed $200,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors, under an interest-free loan which was repaid on May 17, 2024. On June 5, 2024, the Company borrowed $500,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors. This loan was consolidated in a convertible note on July 2, 2024 (“FFF Convertible Note”) as described below. On June 25, 2024, the Company borrowed $350,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors, under an interest-free loan, repayable after six months or, if sooner, on a date within two months of the loan execution date on which $1,000,000 in external funding is received. On November 18, 2024, $172,450 of this loan has been repaid. On May 6, 2025, $90,000 of this loan has been repaid. On September 3, 2025, the $87,500 remaining balance on this loan was repaid. FFF Convertible Note: Effective July 2, 2024, all loans outstanding as of June 20, 2024, from Richard Fang, Fang Family Fund, LLC and Fang Family Fund II, LLC, were consolidated into one loan with a total principal amount of approximately $7.0 million. This loan accrues simple interest at the rate of 6% per annum, and is repayable after six months, unless amended. However, in the event of an initial public offering, while the loan remains outstanding, all principal, together with all unpaid accrued interest, would be automatically converted into common stock of the Company at a 77% discount to the lowest price per share paid by the other purchasers of the equity securities in the initial public offering. The Company evaluated the modification of the notes under ASC 470-50, Debt Modifications and Extinguishments, and determined that the notes were extinguished due to the addition of a substantive conversion option. There was no gain or loss from the debt extinguishment. The Company determined that the conversion feature on the convertible note met the definition of an embedded derivative that was required to be bifurcated recorded the fair value of the derivative liability at issuance of approximately $2.0 million as a debt discount to this convertible note and is amortized to interest expense over the term of the notes. Amortization expense for the year ended December 31, 2025 and 2024, amounted to $22,000 and $1,970,000, respectively. On November 12, 2024, Richard Fang, former Chief Executive Officer and current director, has donated the $7.0 million aggregated convertible note, dated July 2, 2024, and the related accrued interest, to the unrelated not-for-profit organizations, Nexus Science Foundation Inc. (“Nexus”), and Another Dimension Foundation (“Another Dimension”). Under this donation, Nexus and Another Dimension will each receive 50% of the converted value in registered shares. At the IPO, Nexus and Another Dimension each received 4,054,517 common shares. On July 9, 2024, the Company borrowed $580,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors, under a loan which bears interest at the LIBOR rate, compounding monthly, repayable after six months or, if sooner, on the date in which $5 million in external funding is received. The Company has amended this loan to reflect the change to SOFR from LIBOR. This loan plus accrued interest of $31,918 was repaid on September 4, 2025. On August 7, 2024, the Company borrowed $110,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors, under an interest-free loan, repayable after six months or, if sooner, on the date on which the Company goes public through a successful IPO or receives $5 million in external funding. This loan was repaid on September 4, 2025. 46 Table of Contents On August 20, 2024, the Company borrowed $250,000 from Hunniwell, an entity affiliated with one of its executive directors, under an interest-free loan, repayable upon the Company receiving the same amount of funds or greater within a 30-day period after receiving the subject loan from an external investor that is not a related party or as determined by the Board of Directors. On July 1, 2025, the Company amended this loan to the same terms as the Senior Secured Notes and issued a $93,633 loan to Hunniwell for travel expense reimbursements and a $187,190 loan to Daniel Teo, for severance from prior employment, under the same terms as the Senior Secured Notes. Under the Senior Secured Notes, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any, and all sums due under the Senior Secured Notes. On July 1, 2025, the Company extended the maturity date of the Senior Secured Notes to October 15, 2025. On September 9, 2025, the $250,000 related party working capital loan plus $15,781 interest, the $93,633 Hunniwell travel expense reimbursement loan plus $5,237 interest, and the $187,190 severance loan plus $2,042 interest have been paid. On August 21, 2024, the Company borrowed $350,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors, under an interest-free loan, repayable after six months or, if sooner, on a date within in which $5,000,000 in external funding is received or the Company successfully completes an Initial Public Offering (“IPO”). This loan was repaid on September 4, 2025. On September 17, 2024, the Company borrowed $450,000 from Fang Family Fund II, LLC, an entity affiliated with one of its executive directors, under an interest-free loan, repayable after sixty (60) days. If, after the Company does not make payment during the sixty (60) day period, the Fang Family Fund II, LLC will be entitled to all proceeds from sales until the loan is paid. This loan was repaid on September 4, 2025. On October 1, 2024, the Company borrowed $400,000 from Fang Family Fund II, LLC, an entity affiliated with one of our executive directors, under an interest-free loan, repayable after sixty (60) days. If, after the Company does not receive the same amount from an external investor (not related party) during the sixty (60) day period, the Fang Family Fund II, LLC will be entitled to all proceeds from sales until the loan is paid. This loan was repaid on September 4, 2025. On October 16, 2024, we borrowed $700,000 from Fang Family Fund II, LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by us in cash at any time before or after twelve (12) months from the date of the transfer of funds (the “Maturity Date”) at our written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, we may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On October 28, 2024, we borrowed $450,000 from Fang Family Fund II, LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by us in cash at any time before or after twelve (12) months from the date of the transfer of funds (the “Maturity Date”) at our written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, we may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On November 13, 2024, we borrowed $480,000 from Fang Family Fund II, LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by us in cash at any time before or after twelve (12) months from the date of the transfer of funds (the “Maturity Date”) at our written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, we may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On November 25, 2024, we borrowed $400,000 from Fang Family Fund II, LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by us in cash at any time before or after twelve (12) months from the date of the transfer of funds (the “Maturity Date”) at our written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, we may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On December 9, 2024, we borrowed $450,000 from Fang Family Fund II, LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by us in cash at any time before or after twelve (12) months from the date of the transfer of funds (the “Maturity Date”) at our written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, we may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On December 26, 2024, we borrowed $350,000 from Fang Family Fund I, LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on the Maturity Date, which is defined as 365 days from the receipt of a deposit from a Holder at any time on or after December 26, 2025 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On January 9, 2025, we borrowed $301,000 from Fang Family Fund II LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on the Maturity Date, which is defined as 365 days from the receipt of a deposit from a Holder at any time on or after January 9, 2026 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. 47 Table of Contents On January 22, 2025, we borrowed $376,000 from Fang Family Fund II LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on the Maturity Date, which is defined as 365 days from the receipt of a deposit from a Holder at any time on or after January 22, 2026 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On March 4, 2025, we borrowed $325,000 from Fang Family Fund I LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on the Maturity Date, which is defined as 365 days from the receipt of a deposit from a Holder at any time on or after March 4, 2026 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On March 21, 2025, we borrowed $350,000 from Fang Family Fund I LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on the Maturity Date, which is defined as 365 days from the receipt of a deposit from a Holder at any time on or after March 21, 2026 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On April 30, 2025, we borrowed $90,000 from Fang Family Fund I LLC, an entity affiliated with one of our executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on the Maturity Date, which is defined as 365 days from the receipt of a deposit from a Holder at any time on or after April 30, 2026 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under this note, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On June 24, 2025, the Company borrowed $310,000 from Fang Family Fund I, LLC, an entity affiliated with one of its executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash at any time before or after twelve (12) months from the date of the transfer of funds (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under these notes, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On July 1, 2025, the Company modified the maturity date of the Note to October 15, 2025. On September 3, 2025, this loan was paid off. On July 8, 2025, the Company borrowed $425,000 from Fang Family Fund I, LLC, an entity affiliated with one of its executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on October 15, 2025 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under these notes, the Company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the Company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On September 4, 2025, the $425,000 loan plus $4,533 interest has been paid. On August 18, 2025, the Company borrowed $450,000 from Fang Family Fund I, LLC, an entity affiliated with one of its executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on October 15, 2025 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. Under these notes, the company unconditionally grants, assigns, and pledges to the Holder a continuing security interest in all of the company’s right, title, and interest in all currently existing and hereafter acquired or arising Collateral to secure prompt repayment of any and all sums due under this note. On September 4, 2025, the $450,000 loan plus $1,200 interest has been paid. On November 26, 2025, the Company borrowed $1,000,000 from Fang Family Fund I, LLC, an entity affiliated with one of its executive directors, under a loan agreement which bears 6% interest per annum. The principal and accrued interest of this Note will be due and payable by the Company in cash on November 27, 2026 (the “Maturity Date”) at the Company’s written election or upon written demand by the Holder. Notwithstanding the foregoing sentence, the Company may, with the written consent of Holder, elect to extend the Maturity Date. On January 5, 2026, the $1,000,000 loan plus $6,575 interest, less the amount of the $134,712 Related Party Receivable has been paid. As of December 31, 2025, the Company determined that it overpaid interest on the above Fang Family loans of $134,712 and recognized this amount as a receivable reported in “Due from related parties” in the consolidated balance sheet as of December 31, 2025. The term Collateral in the above loans refers to all assets of the Company, including without limitation all of the Company’s right, title, and interest in assets, whether now owned or hereafter acquired or arising and wherever located. Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers in addition to the indemnification provided for in our bylaws. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys' fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person's services as a director or executive officer. 48 Table of Contents Related Party Transaction Policy We have a written related party transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions. A “Related Party Transaction” is a transaction, arrangement, or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 per year or 1% of the average of our total assets for the last two completed fiscal years, and in which any Related Party had, has or will have a direct or indirect material interest. A “Related Party” means: ● any person who is, or at any time during the applicable period was, one of our officers or one of our directors; ● any person who is known by us to be the beneficial owner of more than five percent (5%) of our voting stock; and ● any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than five percent (5%) of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of our voting stock. We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to our charter, the audit committee has the responsibility to review related party transactions. Director Independence See "Item 10. Directors, Executive Officers and Corporate Governance" above for a discussion regarding the independence of the members of our Board. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Audit and Non-Audit Fees . The following table presents fees for audit services rendered by MaloneBailey for the audit of the Company’s annual financial statements and fees billed for other services rendered by MaloneBailey: Year Ended December 31, 2025 2024 Audit Fees (1) $ 621,000 $ 511,000 Audit-Related Fees - - Tax Fees (2) - 29,435 All Other Fees - - Total $ 621,000 $ 540,435 (1) Includes fees for audits of our annual financial statements, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including comfort letters and consents issued in connection with SEC filings and reviews of documents filed with the SEC. Also includes fees incurred for the audit of internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002. (2) Tax fees relate to professional services rendered for tax compliance, tax return review and preparation and related tax advice. Pursuant to the charter of the audit committee, the audit committee is responsible for the oversight of our accounting, reporting and financial practices. The audit committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to be paid to our external auditors. The audit committee has adopted a policy to pre-approve all audit and permitted non-audit services provided by our principal independent accountants. All audit and non-audit services for 2025 were pre-approved by the audit committee. 49 Table of Contents PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this Form 10-K. (1) Financial Statements: See Item 8, “Financial Statements and Supplementary Data,” for a list of financial statements. (2) Financial Statement Schedules: All financial statements schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto. (3) Exhibits Required by Item 601 of Regulation S-K: The information called for by this paragraph is set forth in Item 15(b) below. (b) Exhibits filed. Picard Medical, Inc. Index to Exhibits Exhibit No. Exhibit Title 3.1** Second Amended and Restated Certificate of Incorporation, dated as of August 28, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on September 3, 2025). 3.2** Amended and Restated Bylaws, dated as of August 28, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on September 3, 2025). 3.3* Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, dated as of March 10, 2026, filed with the Delaware Secretary of State on March 24, 2026. 4.1** Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on July 17, 2025). 4.2** Form of Warrant, dated December 26, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on December 30, 2025). 4.3** Form of Senior Secured Note due 2028, dated December 26, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on December 30, 2025). 4.4* Description of Registered Securities 10.1** Form of Indemnification Agreement dated as of August 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on September 3, 2025). 10.2** Employment Offer Letter, dated November 1, 2021 by and between the Company and Frank Tinker (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.3** Aggregated Convertible Note, dated July 2, 2024 by and between the Company and Richard Fang, Fang Family Fund, LLC and Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.4** Membership Interest Purchase Agreement, dated September 27, 2021 by and between the Company and Sindex SSI Financing LLC, an affiliate of Versa Capital Management, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.5** Series A-1 Preferred Stock Purchase Agreement, dated December 28, 2022 by and between the Company and Hunniwell Picard I (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.6** Convertible Note, dated September 25, 2023 by and between the Company and Zhu Jin (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.7** Amended and Restated Short-Term Loan Agreement, dated March 27, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.8** Convertible Note, dated April 9, 2024, by and between the Company and Dr. Chang You Zhou (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.9** Short-Term Loan Agreement, dated April 8, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.10** Short-Term Loan Agreement, dated April 17, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.11** Convertible Note, dated April 27, 2024 by and between the Company and Nanyan Zheng (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.12** Convertible Note, dated June 5, 2024 by and between the Company and Xiaohong Shang (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.13** Short-Term Loan Agreement, dated June 11, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.14** Short-Term Loan Agreement, dated June 25, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.15** Convertible Note, dated July 9, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.16** Convertible Note, dated August 7, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.17** Convertible Note, dated August 21, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.18** Convertible Note, dated September 17, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 50 Table of Contents 10.19** Convertible Note, dated October 1, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.20** Convertible Note, dated October 15, 2024, by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.21** Convertible Note, dated October 28, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.22** Convertible Note, dated November 13, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.23** Convertible Note, dated November 25, 2024 by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.24** Convertible Note, dated December 9, 2024, by and between the Company and the Fang Family Fund II, LLC (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.25† Picard Medical, Inc.’s 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on October 14, 2025). 10.26** Lease Agreement dated November 28, 2016, as amended, by and between SynCardia Systems, Inc. and Cherrylake Partners, LLC (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.27** Intellectual Property and License Transfer Agreement, dated July 2, 2023, by and between SynCardia Systems, LLC and SynCardia Medical (Beijing), Inc. (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.28** Capital Increase Agreement, dated July 2, 2023, by and between the Company and Binzhou Taige Shibei Venture Capital LLC (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.29** Exclusive Distributor Agreement, dated July 2, 2023 by and between SynCardia Systems, LLC and SynCardia Medical (Beijing), Inc. (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.30** Regulatory Affairs Service Agreement, dated July 2, 2023, by and between SynCardia Systems, LLC and SynCardia Medical (Beijing), Inc. (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.31** Sales Distribution and Representation Agreement, dated May 1, 2020, by and between SynCardia Systems, LLC and State of the Art Medical Products, Inc., as amended by amendment No. 1, dated April 28, 2021, as further amended by amendment No. 2, dated April 28, 2021 and further amended by amendment No. 3 dated August 18, 2021 (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.32** Exclusive Distribution Agreement, dated July 1, 2020, by and between SynCardia Systems, LLC and Arabian Trade House (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.33** Exclusive Distributor Agreement, dated September 1, 2018, by and between SynCardia Systems, LLC and Medica d.o.o (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.34** Exclusive Distributor Agreement, dated September 1, 2020 by and between SynCardia Systems, LLC and Merce V. Electromedicina (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.35** Exclusive Distributor Agreement, dated July 1, 2018, by and between SynCardia Systems, LLC and MyDevice s.r.o (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.36** Exclusive Distributor Agreement, dated August 15, 2020, by and between SynCardia Systems, LLC and NEUCOMED GmbH (incorporated by reference to Exhibit 10.36 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.37** Exclusive Distributor Agreement, dated July 1, 2018, by and between SynCardia Systems, LLC and Sanomed (incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.38** Exclusive Distributor Agreement, dated November 15, 2022, by and between SynCardia Systems, LLC and Sylvain Thuadet Consulting (incorporated by reference to Exhibit 10.38 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.39** Exclusive Distribution Agreement, dated November 14, 2017, by and between SynCardia Systems, LLC and VEGA SPA (incorporated by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.40** Quality Agreement, dated February 21, 2019, by and between Sterigenics U.S., LLC and SynCardia Systems, LLC (incorporated by reference to Exhibit 10.40 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.41** Quality Agreement, dated October 7, 2019, by and between SynCardia Systems, LLC and CryoLife, Inc. (incorporated by reference to Exhibit 10.41 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.42** Quality Agreement, dated June 2, 2023, by and between SynCardia Systems, LLC and Heitek Automation (incorporated by reference to Exhibit 10.42 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.43** Quality Agreement, dated November 7, 2018, by and between SynCardia Systems, LLC and New Era Manufacturing (incorporated by reference to Exhibit 10.43 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.44** Quality Agreement, dated March 15, 2019, by and between SynCardia Systems, LLC and Carclo Technical Plastics (incorporated by reference to Exhibit 10.44 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.45** Quality Agreement, dated July 17, 2019, by and between SynCardia Systems, LLC and Greatbatch, Ltd. (incorporated by reference to Exhibit 10.45 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.46** Quality Agreement, dated March 4, 2019, by and between SynCardia Systems, LLC and Nelson Laboratories, LLC (incorporated by reference to Exhibit 10.46 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.47** Quality Agreement, dated February 8, 2019, by and between SynCardia Systems, LLC and Tecomet Precision Technologies (incorporated by reference to Exhibit 10.47 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.48** Quality Agreement, dated February 28, 2019, by and between SynCardia Systems, LLC and Celera Motion (incorporated by reference to Exhibit 10.48 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.49** Quality Agreement, dated February 21, 2019, by and between SynCardia Systems, LLC and Murrietta Circuits (incorporated by reference to Exhibit 10.49 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.50** Security Agreement, dated July 27, 2023, by and between SynCardia Systems, Inc. and Medtronic, Inc. (incorporated by reference to Exhibit 10.50 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.51** Non-Exclusive License Agreement, dated July 27, 2023, by and between SynCardia Systems, Inc. and Medtronic, Inc. (incorporated by reference to Exhibit 10.51 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.52** Form of 2023 Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.52 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 51 Table of Contents 10.53** Form of 2024 Convertible Note Purchase Agreement (incorporated by reference to Exhibit 10.53 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.54** Advisory Services Agreement, dated August 19, 2024, by and between the Company and US Unicorn Foundation Inc. (incorporated by reference to Exhibit 10.54 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 10.55 Promissory Note, dated November 26, 2025, among Picard Medical, Inc. and Fang Family Fund, LLC – Series I (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on November 26, 2025). 10.56** Securities Purchase Agreement, dated December 24, 2025, by and between Picard Medical, Inc. and an institutional investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on November 26, 2025). 10.57** Security Agreement, dated December 24, 2025, by and between Picard Medical, Inc. and an institutional investor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on December 30, 2025). 10.58** Intellectual Property Security Agreement, dated December 24, 2025, among SynCardia Systems, LLC and an institutional investor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42801), filed with the SEC on December 30, 2025). 10.59* Promissory Note dated February 28, 2026, by and among Fang Family Fund, LLC-Series I and the Company. 14.1** Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 19.1* Insider Trading Policy 21.1** List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-286295), filed with the SEC on August 6, 2025). 23.1* Consent of MaloneBailey LLP, Independent Registered Public Accounting Firm 31.1* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1+ Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2+ Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 97.1 Clawback Policy 101.INS* Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. + Furnished herewith. † Management contract, compensatory plan or other arrangement ** Previously Filed. ITEM 16. FORM 10-K SUMMARY None. 52 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Picard has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PICARD MEDICAL, INC. By /s/Patrick NJ Schnegelsberg Patrick NJ Schnegelsberg Chief Executive Officer Date: March 27, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Company on March 27, 2026 in the capacities indicated below. /s/Patrick NJ Schnegelsberg /s/George Ye Patrick NJ Schnegelsberg George Ye Principal Executive Officer and Director Director /s/Bernard Skaggs Bernard Skaggs Principal Financial Officer and Principal Accounting Officer /s/ Richard Fang Richard Fang Director /s/Sam Van Sam Van Director 53