What changed in this filing

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Item 9A. Controls and Procedures

2026-04-08 compared with 2025-04-15 · 248 added, 303 removed, 666 unchanged (45% of the section changed)

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to the effectiveness of any system of disclosure controls and procedures.

As of December 31, 2024, based on the evaluation of these

disclosure controls and procedures, and in light of the material weakness found in our internal controls over financial reporting,

our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were not effective.

In light of this determination, our management has performed additional analyses, reconciliations, and other post-closing procedures

and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial

statements for the periods covered by and included in this Annual Report on Form 10-K fairly state, in all material respects, our financial

position, results of operations and cash flows for the periods presented in conformity with U.S.

As of December 31, 2025, based on the evaluation of these disclosure

controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive

officer and chief financial officer have concluded that our disclosure controls and procedures were not effective.

In light of this determination,

our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding

the material weaknesses in our internal control over financial reporting, the consolidated financial statements for the periods covered

by and included in this Annual Report on Form 10-K fairly state, in all material respects, our financial position, results of operations

and cash flows for the periods presented in conformity with U.S.

Annual Report on Internal Control over Financial Reporting

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

Management, including our chief executive officer

and our chief financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

in Internal Control - Integrated Framework (2013).

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 consolidated financial statements will

not be prevented or detected on a timely basis.

In our assessment of the effectiveness of internal control over financial reporting as

of December 31, 2024, we determined that the Company’s internal control over financial reporting was not effective as of December

31, 2024, due to the lack of sufficient accounting personnel and, as a result, the Company is unable to maintain proper segregation of duties.

Plan to Remediate the Material Weakness

Company is implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over

financial reporting.

Specifically, the Company:

engaged external third parties for assistance as needed;

contracted to implement a new ERP system allowing for systemic enforcement of segregation

of duties rules;

be enhancing, designing and implementing process-level and general information technology

controls relevant to the financial reporting process within the new ERP system.

including our chief executive officer and our chief financial officer, assessed the effectiveness of our internal control over

financial reporting as of December 31, 2025.

In making this assessment, management used the criteria set forth by the Committee of

Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

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 consolidated financial statements will not be prevented or

detected on a timely basis.

In our assessment of the effectiveness of internal control over financial reporting as of December 31,

2025, we determined that the Company’s internal control over financial reporting was not effective as of December 31, 2025,

due to material weaknesses related to i) a lack of sufficient accounting personnel with the requisite skills, knowledge

and expertise resulting in an inability to maintain proper segregation of duties and effective controls and ii) information technology

general controls related to user access and privileged access within systems supporting the Company’s accounting and financial reporting

processes which allowed certain individuals to have elevated access to systems inconsistent with such individuals’ business needs.

Plan to Remediate the Material Weaknesses

Company is executing a comprehensive remediation plan centered on implementing a new enterprise resource planning (“ERP”)

system designed to enhance automation, improve process consistency and strengthen the reliability of financial reporting.

replaces multiple legacy systems and manual workflows with a single integrated platform containing embedded controls and standardized

the year ended December 31, 2025, the Company completed major stages of the implementation, including process design, system

configuration, and initial deployment.

As part of this effort, management is refining key process-level controls, enhancing IT

general controls, including strengthening controls related to system security and user access, implementing additional automated

monitoring activities and providing additional training as needed to relevant personnel.

Internal audit and external specialists

continue to support the assessment of the new control framework.

Company remains committed to completing the remaining ERP implementation phases and dedicating the resources necessary to strengthen

its control environment.

Additionally,

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improvements in its controls over the control environment.

These steps will take time to be fully implemented and confirmed to be effective

and sustainable.

Additional controls may also be required over time.

While the Company believes that these efforts will improve its internal

control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the

material weakness in internal control over financial reporting until a sufficient period of time has passed to allow management to

test the design and operational effectiveness of the new and enhanced controls.

Until the remediation steps set forth above are fully

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

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

reporting, as permitted by the rules of the SEC.

While the Company believes

that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps

the Company is taking will remediate the material weaknesses in internal control over financial reporting until a sufficient period of

time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.

Until the remediation

steps set forth above are fully implemented and tested, the material weaknesses described above will continue to exist.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control

over financial reporting, as permitted by the rules of the SEC.

in Internal Control over Financial Reporting

During the year ended December 31, 2023, the Company identified material

weaknesses in our internal control over financial reporting related to the Electrical Infrastructure segment.

The material weaknesses

were due to deficiencies in the segment’s revenue recognition of over-time contracts and associated costs, recognition of costs

incurred by contract, and lack of an inventory automated tracking system.

On October 29, 2024, the Company sold its Electrical Infrastructure segment

to Mill Point Capital.

As a result of the sale, the deficiencies that contributed to the material weaknesses identified during the year

ended December 31, 2023 were eliminated, and the Company’s controls were modified in

order to consider the Company’s remaining business.

Accordingly, management’s assessment of the effectiveness of the Company’s

internal control over financial reporting as of December 31, 2024 considered the controls in place as of such date.

As of November 1, 2025, the Company completed

the initial implementation of a new ERP system designed to enhance the integration and automation of its financial and operational processes.

The implementation of the ERP system resulted in changes to internal controls over financial reporting, including updates to certain

processes, transaction workflows, system based controls and data interfaces.

These changes were part of a planned system upgrade intended

to strengthen the overall control environment.

connection with the ERP implementation, management performed additional testing and monitoring activities to validate the design and

operating effectiveness of affected controls.

These activities included user training, parallel processing, reconciliation procedures,

and enhanced supervision during the transition period.

As of December 31, 2025, management is still in the process of enhancing and refining

controls and system configurations.

than described above, there have been no changes in our internal control over financial reporting that occurred during the three months

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Ross has served as a director since March 24, 2011.

Ross co-founded and has since served as president

of Omniverter Inc., a company specializing in electrical power quality solutions for industrial producers and electrical utilities in

the United States and Canada.

Ross co-founded and served as president of Omniverter

Inc., a company specializing in electrical power quality solutions for industrial producers and electrical utilities in the United States

and Canada, until his retirement in December 2025.

He has also served as the president of KIR Resources Inc.

and KIR Technologies Inc.

since 1999, companies

engaged in management consulting and import/export activities in the electrical equipment industry, respectively.

Ross previously

held positions in Canada as vice president technology with Schneider Canada, a specialist in energy management, and vice president of

the distribution products business at Federal Pioneer Ltd., now part of Schneider Canada.

since 1999, companies engaged in management consulting and import/export activities in the electrical equipment industry, respectively.

Ross previously held positions in Canada as vice president technology with Schneider Canada, a specialist in energy management, and

vice president of the distribution products business at Federal Pioneer Ltd., now part of Schneider Canada.

Previously, Mr.

Ross held a number of successive

board level positions in UK engineering companies, culminating in five years as managing director, Federal Electric, Ltd., before moving

to Canada in 1986 at the request of Federal Pioneer Ltd.

He received an MA in mechanical sciences (electrical and mechanical engineering)

from Cambridge University and subsequently qualified as an accountant ACMA.

Our board of directors believes that Mr.

Ross’ relationships

and broad experience in the electrical transmission and distribution equipment industry will assist us in continuing to grow our business

and realizing our strategic goals.

a number of successive board level positions in UK engineering companies, culminating in five years as managing director, Federal Electric,

Ltd., before moving to Canada in 1986 at the request of Federal Pioneer Ltd.

He received an MA in mechanical sciences (electrical and

mechanical engineering) from Cambridge University and subsequently qualified as an accountant ACMA.

Our board of directors believes that

Ross’ relationships and broad experience in the electrical transmission and distribution equipment industry will assist us

in continuing to grow our business and realizing our strategic goals.

Tesler has served as a director since December 2, 2009.

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of legal and commercial due diligence services for the commercial real estate industry.

Tesler also owns and operates a recycling

company and is active as an investor and strategic advisor in the water purification industry, with a focus on environmental and industrial

applications.

Prior to 2004, Mr.

Tesler practiced law at Skadden

Arps Slate Meager & Flom LLP and at Jenkens & Gilchrist, Parker Chapin LLP.

Tesler received his BA from Yeshiva College,

an MA in medieval history from Bernard Revel Graduate School and a JD from Benjamin A.

Tesler practiced law at Skadden, Arps, Slate, Meagher & Flom LLP and at Jenkens & Gilchrist,

Parker Chapin LLP.

Tesler received his BA from Yeshiva College, an MA in medieval history from Bernard Revel Graduate School and

a JD from Benjamin N.

Cardozo School of Law.

Tesler brings extensive

legal, strategic and executive leadership experience to our board of directors.

Tesler brings extensive legal, strategic, environmental and executive leadership experience

to our board of directors.

Tulkoff has served as director since December 2, 2009.

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Electrical Power Distribution & Controls industries with an emphasis on manufacturing, sales and marketing.

Since July 31, 2015,

Whyte has been a consultant and served as President of PCEP.

From July 31, 2015, to

October 29, 2024, Mr.

Whyte was a consultant for the Company and served as President of PCEP.

Since January 2016, Mr.

Whyte has been President of Blue Mountain Industries,

Inc., a consulting, electrical engineering and marketing consultancy firm concentrating on the electrical utility, petrochemical and

marine markets.

Whyte has been

President of Blue Mountain Industries, Inc., a consulting, electrical engineering and marketing consultancy firm concentrating on the

electrical utility, petrochemical and marine markets.

From 1999 to 2015, Mr.

Whyte was the President and owner of Pacific, based in Southern California.

Pacific manufactured

electrical power distribution and control products such as its trailblazing IPC units for applications in the petroleum, refining, electric

transit and utility industries.

Whyte served as General Manager for CGI, Inc., a manufacturer of Electrical Power Distribution and

Controls products from 1993 to 1999.

Whyte was the President and owner of Pacific, based in Southern

Pacific manufactured electrical power distribution and control products such as its trailblazing IPC units for applications

in the petroleum, refining, electric transit and utility industries.

Whyte served as General Manager for CGI, Inc., a manufacturer

of Electrical Power Distribution and Controls products from 1993 to 1999.

Prior to his time at CGI, Inc., Mr.

Whyte was the Vice President for Electrical Power Products between

1985 and 1993.

Whyte was the Vice President

for Electrical Power Products between 1985 and 1993.

A native of Jamaica, Mr.

Whyte is a graduate of Prospect College in St.

Mary, Jamaica, and a graduate of Los Angeles Trade

Technical College.

Whyte is a United States Air Force Vietnam era veteran, a private pilot and the builder of experimental aircrafts.

With his many years of experience in manufacturing, sales, marketing, product design and implementation, Mr.

Whyte brings to the board

invaluable insights and expertise, and the ability to turn problems into opportunities.

Mary, Jamaica,

and a graduate of Los Angeles Trade Technical College.

Whyte is a United States Air Force Vietnam era veteran, a private pilot and

the builder of experimental aircrafts.

With his many years of experience in manufacturing, sales, marketing, product design and implementation,

Whyte brings to the board invaluable insights and expertise, and the ability to turn problems into opportunities.

board of directors believes that the overall experience and knowledge of the members of the board of directors will contribute to the

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The audit committee held a total

of five meetings during the fiscal year ended December 31, 2024.

of four meetings during the fiscal year ended December 31, 2025.

audit committee operates under a formal charter adopted by the board of directors that governs its duties and conduct.

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Our compensation committee is composed of Messrs.

Tessler and Cohn, each of whom our board of directors has determined to qualify as

Tesler and Cohn, each of whom our board of directors has determined to qualify as

an independent director under Section 5605(a)(2) of the rules of the Nasdaq Stock Market.

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Our nominating committee is composed of Messrs.

Tessler and Tulkoff, each of whom our board of directors has determined

Tesler and Tulkoff, each of whom our board of directors has determined

to qualify as an independent director under Section 5605(a)(2) of the rules of the Nasdaq Stock Market.

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during the fiscal year ended December 31, 2025.

The nominating committee operates under a formal charter adopted by the board of directors that governs its duties and conduct.

of the charter can be obtained free of charge by contacting the Company by mail at the address appearing on the first page of this Annual

nominating committee operates under a formal charter adopted by the board of directors that governs its duties and conduct.

the charter can be obtained free of charge by contacting the Company by mail at the address appearing on the first page of this Annual

Report on Form 10-K to the attention of Investor Relations, or by telephone at (212) 867-0700.

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by reference as Exhibit 97.1 to this Annual Report.

All dollar amounts (except tables, share and per share

data) presented are stated in thousands of dollars.

Compensation Table

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officer, secretary and treasurer, whom we refer to collectively herein as the “named executive officers.”

Name and principal

principal position

President, Chief Executive Officer, Chairman

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$436, for the period beginning on April 1, 2021 and ending on March 31, 2022;

and $457,500,

for the period beginning on April 1, 2022 and ending on March 31, 2023.

April 25, 2022, the Company and Mr.

Mazurek entered into a fourth amendment in order to (i) extend the termination date of the Mazurek

Agreement from March 31, 2023, to December 31, 2024, and (ii) adjust Mr.

Mazurek entered into a fourth amendment in order to (i) extend the termination date of the agreement from March 31, 2023, to December 31, 2024, and (ii) adjust Mr.

Mazurek’s annual base salary at $536, for the period

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December 26, 2023, the Company and Mr.

Mazurek entered into a fifth amendment in order to (i) extend the termination date of the Mazurek

Agreement from December 31, 2024 to December 31, 2026, and (ii) adjust Mr.

Mazurek entered into a fifth amendment in order to (i) extend the termination date of the agreement from December 31, 2024 to December 31, 2026, and (ii) adjust Mr.

Mazurek’s annual base salary at $651, for the period

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notice from the Company of such breach specifying the details thereof.

connection with his employment agreement, we granted Mr.

Mazurek an award of restricted stock units (“RSUs”) under the 2021

Pioneer Power Solutions, Inc.

Long-Term Incentive Plan (as amended, the “2021 Plan”) covering 100,000 shares of the Company’s

common stock, with such RSUs being subject to the terms and conditions of the 2021 Plan and a Restricted Stock Unit Award Agreement,

which agreement provided, among other things, that (a) the RSUs shall vest as of the date of grant, and (b) such vested RSUs shall be

converted into shares of the Company’s common stock no later than March 15, 2024.

The award had a grant date fair value of $575,000.

In connection with the vesting of the RSUs, we paid on Mr.

Mazurek’s behalf an aggregate amount of $272,829.32 to satisfy his income

and payroll tax obligations, to be reimbursed from payroll withholding.

On September 20, 2023, we and Mr.

Mazurek entered into a letter

agreement pursuant to which Mr.

Mazurek agreed to surrender and cancel 44,363 shares of common stock issued to him upon settlement of

his vested RSUs, in order to reimburse us for the tax payment we made on his behalf.

Upon the surrender and cancellation of the shares,

we were fully reimbursed.

See “ Part III.

Item 13 - Certain Related Transactions and Relationships ”.

Michalec was appointed by our board of directors to act as the Interim Chief Financial Officer of us, effective as of April 15, 2020,

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December 26, 2023, the Company and Mr.

Michalec entered into a first amendment in order to (i) extend the termination date of the Michalec

Agreement from December 31, 2023 to December 31, 2026, and (ii) adjust Mr.

Michalec entered into a first amendment in order to (i) extend the termination date of the agreement from December 31, 2023 to December 31, 2026, and (ii) adjust Mr.

Michalec’s annual base salary at $300, for the period

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the year ended December 31, 2025, Mr.

Michalec agreed to surrender shares of common stock to the Company, totaling an aggregate of 62,281

shares (57,541 shares on June 7, 2024, with a fair value of $220 and 4,740 shares on October 22, 2024, with a fair value of $29) in connection

with income and payroll tax obligations paid by the Company in connection with the exercising of options and vesting of RSUs.

were cancelled and retired by the Company.

Michalec agreed to surrender 25,000 shares of common stock to the Company in connection with income

and payroll tax obligations paid by the Company in connection with the vesting of RSUs.

The shares were cancelled and retired by the

See “ Part III.

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Non-qualified

stock options granted for service as an executive officer.

stock options granted for service as a director.

Vests on the grant date.

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stock options granted for service as a director.

Vests on the first anniversary of the grant date.

Vests on the first anniversary of the grant

prices have been reduced as a result of the special cash dividend declared for all common shareholders of record as of December 17,

were no unvested stock option awards held by our named executive officers as of December 31, 2025.

stock that have

incentive plan

shares, units or

rights that have not

incentive plan

market or payout

of unearned shares,

or other rights that

Walter Michalec

were no unvested stock awards held by our named executive officers as of December 31, 2025.

and Warrant Exercises

the year ended December 31, 2024, the Company’s chief financial officer exercised options to purchase 25,000 shares with an aggregate

exercise price of $66.

the year ended December 31, 2025, the Company’s chief executive officer and chief financial officer did not exercise any options.

of Control Agreements

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securities are authorized for issuance:

of securities

be issued upon

of securities

Weighted average

exercise price

available for

issuance under

future issuance

warrants and rights

compensation plans

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35,000 shares of our common stock.

represent the aggregate grant date fair value, as determined in accordance with FASB ASC

Topic 718, with the exception that the amounts shown assume no forfeitures.

The assumptions

used to calculate the value of share-based awards are set forth in “Item 8.

Statements and Supplementary Data – Note 9.

Stock-Based Compensation” contained

in this Annual Report.

These amounts do not represent the actual value that may be realized

by our directors, as that is dependent on the long-term appreciation in our common stock.

of our directors, including our employee director, are paid cash compensation in connection with their attendance at the meetings of

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attendance at a meeting of our audit committee for the year ended December 31, 2025.

Additionally, the members of our nominating and

governance committee and our compensation committee received a fee of $2,000 per meeting for attendance at a meeting of our nominating

and governance committee and compensation committee for the year ended December 31, 2024.

Additionally, our chief financial officer and the

members of our nominating and governance committee and compensation committee received a fee of $2 per meeting for attendance at

a meeting of our nominating and governance committee and compensation committee for the year ended December 31, 2025.

Whyte, a current director, entered into a consulting agreement with PCEP as the sole stockholder and president of Pacific, pursuant to

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As of April 7, 2026, we had 11,096,266 shares outstanding.

of beneficial owner

beneficial owner

Named Executive Officers

and Directors

2,207,663 (2)

Walter Michalec

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This policy applies generally to any transaction in which we are

to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year

end for the previous two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

This policy is not currently in writing.

In addition, our audit committee, which was established on March 24, 2011, is required to pre-approve

any related party transactions pursuant to its charter.

to be a participant and the amount involved exceeds the lesser of $120 or 1% of the average of our total assets at year end for the

previous two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

is not currently in writing.

In addition, our audit committee, which was established on March 24, 2011, is required to pre-approve any

related party transactions pursuant to its charter.

June 7, 2024, Mr.

Michalec surrendered 57,541 shares of common stock issued to him upon settlement of his vested RSUs to satisfy tax

withholding obligations.

The shares were cancelled and retired by the Company.

Michalec, the Chief Financial Officer of the Company, surrendered 57,541 shares of common stock issued to him upon

settlement of his vested RSUs to satisfy tax withholding obligations.

On May 2, 2025, Mr.

Michalec surrendered 25,000 shares of common

stock issued to him upon settlement of his vested RSUs to satisfy tax withholding obligations.

In each case, the shares were cancelled

and retired by the Company.

July 31, 2015, Pacific and PCEP entered into an Asset Purchase Agreement for the purchase and sale of substantially all of the assets

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The initial term ended on July 31, 2017,

and which has been renewed annually thereafter.

and has been renewed annually thereafter.

In consideration for the consulting services Mr.

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monthly consulting fee was reduced to $5 with a 2% commission payment.

Pursuant to the Whyte Consulting Agreement, for the fiscal years

ended December 31, 2024, and 2023, the Company paid Blue Mountain Industries, Inc.

an aggregate amount of $91 and $272, respectively.

During the fiscal year ended December 31, 2024, Blue Mountain Industries, Inc.

received an additional $21 for board of directors meeting

Pursuant to the Whyte Consulting Agreement, for the fiscal year

ended December 31, 2024, the Company paid Blue Mountain Industries, Inc.

an aggregate amount of $91.

During the fiscal year ended December

31, 2025, Blue Mountain Industries, Inc.

received an additional $12 for board of directors meeting fees.

January 1, 2024, TDK and the Company entered into a consulting agreement (the “TDK Consulting Agreement”).

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performs as a consultant of the Company, he receives an hourly fee of $250 per hour.

During the year ending December 31, 2024, TDK received

an aggregate amount of $721 in connection with Mr.

Klink’s consulting services.

During the fiscal year ended December 31, 2024,

TDK received an additional $25 for board of directors meeting fees.

the year ended December 31, 2024, the Company paid $300 to Vini Villa Corp., dba EXP-KNOW-HOW, for services provided, including market

feasibility, technology and regulatory research, concept and prototype design and rendering, pre-market entry analysis and promotional

planning for the prospective introduction of new products to the Company’s eMobility’s line of e-Boost products.

is the owner of Vini Villa Corp.

TDK received an additional $25 for board of director

meeting fees during the fiscal year ended December 31, 2024 and $12 for board of directors meeting fees during the fiscal year ended

December 31, 2025.

the year ended December 31, 2025, the Company paid $410 to Vini Villa III Corp., dba EXP-KNOW-HOW, for services provided, including

market feasibility, technology and regulatory research, concept and prototype design and rendering, pre-market entry analysis and

promotional planning for the prospective introduction of new products to the Company’s eMobility’s line of business.

Murickan is the owner of Vini Villa III Corp.

and the president of the Company’s eMobility division.

During the year ended December 31, 2025, the Company sold a refurbished

generator to Voltaris Power LLC (“Voltaris”), a related party.

The Company recognized revenue of approximately $47 and cost

of revenue of approximately $38 in connection with this transaction.

The terms of the sale, including pricing, were consistent with those

offered to unrelated third-party customers for similar goods.

As of December 31, 2025, accounts receivable included approximately $52

due from Voltaris related to this transaction.

board of directors has determined that each of Yossi Cohn, Ian Ross, David Tesler and Jonathan Tulkoff satisfy the requirements for independence

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PRINCIPAL ACCOUNTANT FEES AND SERVICES.

and Marcum LLP served as our independent registered public accounting firm for the fiscal years ended December 31,

2024, and 2023, respectively.

served as our independent registered public accounting firm for the fiscal years ended December 31, 2025.

On November 20, 2024,

the audit committee of our board of directors approved the dismissal of Marcum LLP as the Company’s independent registered public

accounting firm, effective as of November 14, 2024, and informed Marcum LLP of such dismissal on the date thereof.

On November 26, 2024,

the Company entered into an engagement agreement with BDO USA, P.C., in which BDO USA, P.C.

agreed to serve as the Company’s independent

registered public accounting firm for the fiscal year ending December 31, 2024.

following table presents aggregate fees for professional services rendered by BDO USA, P.C.

and Marcum LLP during the fiscal year

ended December 31, 2024, and Marcum LLP during the fiscal year ended December 31, 2023 (in thousands):

during the fiscal year ended December 31,

2025, and BDO USA, P.C.

and Marcum LLP during the fiscal year ended December 31, 2024 (in thousands):

For the Years Ended

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BDO USA, P.C.

(1) Audit fees consisted primarily of fees for the annual

audit of our consolidated financial statements, the interim reviews of the quarterly consolidated financial statements and review of

a registration statement.

BDO USA, P.C.

fees consisted primarily of fees for the annual audit of our consolidated financial statements,

the interim reviews of the quarterly consolidated financial statements and review of a registration

Company did not incur any audit-related fees for the years ended December 31, 2025, and 2024.

fees consisted primarily of fees related for tax compliance.

(4) Other fees primarily consisted of charges for providing the successor auditor with access to the predecessor

auditor’s working papers.

fees consisted primarily of fees related to tax compliance.

fees primarily consisted of charges for providing the successor auditor with access to the

predecessor auditor’s working papers.

of Independent Registered Public Accounting Firm Fees and Services Policy

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following financial statements are included in Item 8 herein:

Report of Independent Registered Public Accounting Firm (BDO USA, P.C.;

of Independent Registered Public Accounting Firm (BDO USA, P.C.;

New York, NY;

PCAOB ID#243)

Report of Independent Registered Public Accounting Firm (Marcum

Saddle Brooke, NJ;

PCAOB ID#688)

Statements of Operations for the Years Ended December 31, 2024, and 2023

Balance Sheets as of December 31, 2024, and 2023

Statements of Cash Flows for the Years Ended December 31, 2024, and 2023

Statements of Stockholders’ Equity for the Years Ended December 31, 2024, and 2023

to Consolidated Financial Statements

Consolidated Statements of Operations for the Years Ended December 31, 2025, and 2024

Consolidated Balance Sheets as of December 31, 2025, and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, and 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, and 2024

Notes to Consolidated Financial Statements

Statement Schedules

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FORM 10-K SUMMARY.

and Plan of Merger Agreement, dated January 22, 2019, between Pioneer Critical Power Inc.

Agreement and Plan of Merger Agreement, dated January 22, 2019, between Pioneer Critical Power Inc.

and CleanSpark.

(Incorporated by reference

to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission

on January 28, 2019).

Purchase Agreement, dated as of June 28, 2019, by and among Pioneer Power Solutions, Inc., Electrogroup Canada, Inc., Jefferson Electric,

Inc., JE Mexican Holdings, Inc., Nathan Mazurek, Pioneer Transformers L.P.

and Pioneer Acquireco ULC (Incorporated by reference to

Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission

on July 1, 2019).

1 to the Stock Purchase Agreement, dated as of August 13, 2019, by and among Pioneer Power Solutions, Inc., Electrogroup Canada,

Inc., Jefferson Electric, Inc., JE Mexican Holdings, Inc., Pioneer Transformers L.P.

and Pioneer Acquireco ULC (incorporated by reference

to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission

on August 14, 2019).

Contribution and Purchase Agreement, dated as of October 29, 2024, by and among Pioneer Power Solutions, Inc., Pioneer Custom Electrical

Products, LLC, Voltaris Power LLC and Pioneer Investment LLC (Incorporated by reference to Exhibit 2.1 to the Current Report on Form

8-K of Pioneer Power Solutions, Inc.

(Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on January 28, 2019).

Stock Purchase Agreement, dated as of June 28, 2019, by and among Pioneer Power Solutions, Inc., Electrogroup Canada, Inc., Jefferson Electric, Inc., JE Mexican Holdings, Inc., Nathan Mazurek, Pioneer Transformers L.P.

and Pioneer Acquireco ULC (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on July 1, 2019).

Amendment No.

1 to the Stock Purchase Agreement, dated as of August 13, 2019, by and among Pioneer Power Solutions, Inc., Electrogroup Canada, Inc., Jefferson Electric, Inc., JE Mexican Holdings, Inc., Pioneer Transformers L.P.

and Pioneer Acquireco ULC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on August 14, 2019).

Equity Contribution and Purchase Agreement, dated as of October 29, 2024, by and among Pioneer Power Solutions, Inc., Pioneer Custom Electrical Products, LLC, Voltaris Power LLC and Pioneer Investment LLC (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on November 4, 2024).

Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to Amendment No.

4 to the Registration Statement on Form S-1

of Pioneer Power Solutions, Inc.

Composite Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to Amendment No.

4 to the Registration Statement on Form S-1 of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on June 21, 2011).

and Restated Bylaws of Pioneer Power Solutions, Inc.

(Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q

of Pioneer Power Solutions, Inc.

Amended and Restated Bylaws of Pioneer Power Solutions, Inc.

(Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on November 14, 2022).

Description of Securities.

of Common Stock Certificate (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 of Pioneer Power

Solutions, Inc.

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on August 1, 2013).

of Director and Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K of

Pioneer Power Solutions, Inc.

Form of Director and Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission for the year ended December 31, 2010).

Agreement, dated March 30, 2012, by and between Pioneer Power Solutions, Inc.

Employment Agreement, dated March 30, 2012, by and between Pioneer Power Solutions, Inc.

and Nathan J.

Mazurek (Incorporated by reference to

Exhibit 10.42 to the Annual Report on Form 10-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission

on March 30, 2012).

Amendment to Employment Agreement, dated November 11th, 2014, by and between Pioneer Power Solutions, Inc.

Mazurek (Incorporated by reference to Exhibit 10.42 to the Annual Report on Form 10-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on March 30, 2012).

First Amendment to Employment Agreement, dated November 11th, 2014, by and between Pioneer Power Solutions, Inc.

and Nathan J.

(Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Pioneer Power Solutions, Inc.

filed with the Securities

and Exchange Commission on November 12, 2014).

Amendment to Employment Agreement, dated June 30, 2016, by and between Pioneer Power Solutions, Inc.

Mazurek (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on November 12, 2014).

Second Amendment to Employment Agreement, dated June 30, 2016, by and between Pioneer Power Solutions, Inc.

and Nathan J.

Mazurek (Incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange

Commission on July 1, 2016).

Amendment to Employment Agreement, dated June 30, 2016, by and between Jefferson Electric, Inc.

Mazurek (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on July 1, 2016).

Second Amendment to Employment Agreement, dated June 30, 2016, by and between Jefferson Electric, Inc.

and Thomas Klink.

(Incorporated by

reference to Exhibit 10.2 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange

Commission on July 1, 2016).

Amendment to Employment Agreement, dated February 15, 2019, by and between Jefferson Electric, Inc.

(Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on July 1, 2016).

Third Amendment to Employment Agreement, dated February 15, 2019, by and between Jefferson Electric, Inc.

and Thomas Klink.

(Incorporated

by reference to Exhibit 10.2 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange

Commission on February 20, 2019).

Amendment to Employment Agreement, dated March 30, 2020, by and between the Company and Nathan J.

Mazurek (Incorporated by reference

to Exhibit 10.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission

on April 1, 2020).

The Market Offering Agreement, dated October 20, 2020, by and between Pioneer Power Solutions, Inc.

Wainwright & Co.,

LLC (Incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission

on October 20, 2020).

Power Solutions, Inc.

2021 Long-Term Incentive Plan (Incorporated by reference to Annex A to the Company’s definitive proxy

statement on Schedule 14A, filed with the SEC on October 25, 2021).

Amendment Pioneer Power Solutions, Inc.

2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Form 10-Q

filed with the Securities and Exchange Commission on November 14, 2023).

Amendment to Employment Agreement, dated April 25, 2022, by and between Pioneer Power Solutions, Inc.

(Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on February 20, 2019).

Third Amendment to Employment Agreement, dated March 30, 2020, by and between the Company and Nathan J.

Mazurek (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on April 1, 2020).

At The Market Offering Agreement, dated October 20, 2020, by and between Pioneer Power Solutions, Inc.

Wainwright & Co., LLC (Incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 20, 2020).

Pioneer Power Solutions, Inc.

2021 Long-Term Incentive Plan (Incorporated by reference to Annex A to the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on October 25, 2021).

First Amendment Pioneer Power Solutions, Inc.

2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

Fourth Amendment to Employment Agreement, dated April 25, 2022, by and between Pioneer Power Solutions, Inc.

and Nathan J.

Mazurek (Incorporated

by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2022).

Agreement, dated April 25, 2022, by and between Pioneer Power Solutions, Inc.

and Wojciech (Walter) Michalec (Incorporated by reference

to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2022).

Agreement, dated September 20, 2023, by and between Pioneer Power Solutions, Inc.

and Walter Michalec (Incorporated by reference

to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on September 22, 2023).

Agreement, dated September 20, 2023, by and between Pioneer Power Solutions, Inc.

and Nathan Mazurek (Incorporated by reference to

Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on September 22, 2023).

Amendment to Employment Agreement, dated December 26, 2023, by and between Pioneer Power Solutions, Inc.

Mazurek (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2022).

Employment Agreement, dated April 25, 2022, by and between Pioneer Power Solutions, Inc.

and Wojciech (Walter) Michalec (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2022).

10.13+ Letter Agreement, dated September 20, 2023, by and between Pioneer Power Solutions, Inc.

and Walter Michalec (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on September 22, 2023).

10.14+ Letter Agreement, dated September 20, 2023, by and between Pioneer Power Solutions, Inc.

and Nathan Mazurek (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on September 22, 2023).

Fifth Amendment to Employment Agreement, dated December 26, 2023, by and between Pioneer Power Solutions, Inc.

and Nathan J.

Mazurek (Incorporated

by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on January 2, 2024).

Amendment to Employment Agreement, dated December 26, 2023, by and between Pioneer Power Solutions, Inc.

and Wojciech (Walter) Michalec

(Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on January 2, 2024).

from Marcum LLP to the Securities and Exchange Commission dated November 20, 2024 (Incorporated by reference to Exhibit 16.1 to the

Form 8-K filed with the Securities and Exchange Commission on November 20, 2024).

Insider Trading Policy.

List of subsidiaries

Consent of Marcum LLP.

Mazurek (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on January 2, 2024).

First Amendment to Employment Agreement, dated December 26, 2023, by and between Pioneer Power Solutions, Inc.

and Wojciech (Walter) Michalec (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on January 2, 2024).

Letter from Marcum LLP to the Securities and Exchange Commission dated November 20, 2024 (Incorporated by reference to Exhibit 16.1 to the Form 8-K filed with the Securities and Exchange Commission on November 20, 2024).

Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2025).

List of subsidiaries (Incorporated by reference to Exhibit 21.1 to the Form 10-K filed with the Securities and Exchange Commission on April 15, 2025).

23.1* Consent of BDO USA, P.C.

Certification

of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K of Pioneer Power Solutions, Inc.

filed with the Securities and Exchange Commission on July 26, 2024).

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 26, 2024).

101.INS* Inline

XBRL Instance Document.

101.SCH* Inline

XBRL Taxonomy Extension Schema Document.

101.CAL* Inline

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline

XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE* Inline

XBRL Taxonomy Extension Presentation Linkbase Document.

5 unchanged sentences

on its behalf by the undersigned, thereunto duly authorized.

POWER SOLUTIONS, INC.

PIONEER POWER SOLUTIONS, INC.

April 8, 2026

18 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