PIONEER POWER SOLUTIONS, INC. 10-Q

ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026. Our disclosure controls and procedures are designed to provide reasonable assurance 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 CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, and as a result of the material weaknesses described below, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of March 31, 2026. 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 unaudited condensed interim consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP. Material Weaknesses in Internal Control over Financial Reporting A material weakness, as defined in the standards established by Sarbanes-Oxley, 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 unaudited condensed interim consolidated financial statements will not be prevented or detected on a timely basis. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2026, we determined that the Company’s internal control over financial reporting was not effective 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. The material weaknesses in our internal control over financial reporting were present as of December 31, 2025, and continued to exist as of March 31, 2026. Management’s Plan to Remediate the Material Weaknesses The 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. The new ERP replaces multiple legacy systems and manual workflows with a single integrated platform containing embedded controls and standardized processes. During 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. The Company remains committed to completing the remaining ERP implementation phases and dedicating the resources necessary to strengthen its control environment. Additionally, the Company plans to hire additional accounting and finance personnel with the requisite skills, knowledge and expertise to address identified control deficiencies. The Company is committed to maintaining a strong internal control environment and believes these remediation efforts will represent significant improvements in its controls over the control environment. 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 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. Changes in Internal Control over Financial Reporting During the year ended December 31, 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. In 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. During the three months ended March 31, 2026, management continued to enhance and refine controls and system configurations. Other than described above, there have been no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. 19 PART II – OTHER INFORMATION