Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rule 13a-15(e) of the Exchange Act, as “controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms.” The Company’s disclosure controls and procedures are designed to ensure that material information relating to the Company and its consolidated subsidiaries is accumulated and communicated to its management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of its disclosure controls and procedures as of December 31, 2025. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025, to provide reasonable assurance that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
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Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) and 15d(f) under the Exchange Act, internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal control can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on the criteria established by the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).
As a result of management’s review of the Company’s financial and accounting records and the other work completed by the management team and its advisers, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Attestation Report of the Registered Public Accounting Firm
Our independent registered public accounting firm, BDO, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025 and has issued an attestation report, which is included in Item 8. of this Annual Report on Form 10‑K.
Changes in Internal Control over Financial Reporting
There has been no change in the internal control over financial reporting during the fourth quarter of 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
During the three months ended December 31, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated by reference herein from the 2026 Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. If the Proxy Statement is not filed with the SEC by such time, such information will be included in an amendment to this Annual Report by such time.
See also Information about the Company’s Executive Officers in Part I of this Annual Report on Form 10-K.
The Company has adopted a code of business conduct and ethics that is applicable to its directors, officers and employees and is available on its website under the “Governance Documents/Committee Charters” tab within the “Governance” subsection of the “Investors” section of its website at https://investors.psiengines.com/committee-chartersgovernance-documents. The Company intends to include on its website any amendments to, or waivers from, a provision of the code of ethics that applies to its principal executive officer, principal financial officer or controller that relates to any element of the code of ethics definition contained in Item 406(b) of Regulation S-K.
The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees. A copy of such insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference herein from the 2026 Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. If the Proxy Statement is not filed with the SEC by such time, such information will be included in an amendment to this Annual Report by such time.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated by reference herein from the 2026 Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. If the Proxy Statement is not filed with the SEC by such time, such information will be included in an amendment to this Annual Report by such time.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference herein from the 2026 Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. If the Proxy Statement is not filed with the SEC by such time, such information will be included in an amendment to this Annual Report by such time.
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated by reference herein from the 2026 Proxy Statement to be filed with the SEC no later than 120 days after December 31, 2025. If the Proxy Statement is not filed with the SEC by such time, such information will be included in an amendment to this Annual Report by such time.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following Financial Statements are filed as a part of this report: Page
Report of Independent Registered Public Accounting Firm 36
Consolidated Balance Sheets as of December 31, 2025 and 2024 39
Consolidated Statements of Income for 2025 and 2024 40
Consolidated Statements of Stockholders’ Equity (Deficit) for 2025 and 2024 41
Consolidated Statements of Cash Flows for 2025 and 2024 42
Notes to Consolidated Financial Statements
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All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
EXHIBIT INDEX
The following documents listed below that have been previously filed with the SEC (1934 Act File No. 001-35944) are incorporated herein by reference:
Incorporated by Reference Herein
Exhibit No. Exhibit Description Form Exhibit Filing Date File No.
2.1 † Agreement and Plan of Merger dated April 29, 2011, by and among Format, Inc., PSI Merger Sub, Inc. and The W Group, Inc.
8-K 2.1 05/05/2011 000-52213
2.2 Stock Purchase Agreement, dated as of April 1, 2014, by and among Power Solutions International, Inc., Carl L. Trent, Kenneth C. Trent and CKT Holdings, Inc.
8-K 10.1 04/02/2014 001-35944
3.1 Certificate of Incorporation of Power Solutions International, Inc., a Delaware corporation, originally filed with the Secretary of State of the State of Delaware on August 12, 2011.
S-1/A 3.4 08/19/2011 333-174543
3.2 Amended and Restated Bylaws of Power Solutions International, Inc.
8-K 3.1 08/18/2015 001-35944
3.3 Form of Certificate of Designation of Series B Convertible Perpetual Preferred Stock of Power Solutions International, Inc.
8-K 3.1 03/27/2017 001-35944
3.4 Second Amended and Restated Bylaws of Power Solutions International, Inc., dated as of December 23, 2020.
8-K 3.1 12/31/2020 001-35944
4.1 Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
10-K 4.11 05/04/2020 001-35944
10.1 ††
Power Solutions International, Inc. 2012 Incentive Compensation Plan.
8-K 10.3 06/07/2012 000-52213
10.2 ††
Amendment No. 1 to the Power Solutions International, Inc. 2012 Incentive Compensation Plan.
DEF14A Appendix A 08/02/2013 001-35944
10.3 ††
Form of Restricted Stock Agreement by and between Power Solutions International, Inc. and each eligible employee.
8-K 10.1 06/20/2013 001-35944
10.4 ††
Form of Indemnification Agreement by and between Power Solutions International, Inc. and certain Indemnitees.
8-K 10.1 01/09/2014 001-35944
10.5 Amended and Restated Lease Agreement, dated as of April 1, 2014, by and between Professional Power Products, Inc. and 448 W. Madison LLC.
8-K 10.2 04/02/2014 001-35944
10.6 Lease Agreement, dated as of October 1, 2014, by and between Power Solutions International, Inc. and Hamilton Lakes Commerce Center #4 Limited Partnership.
8-K 10.2 10/01/2014 001-35944
10.7 Lease Agreement, dated as of December 1, 2017, by and between Power Solutions International, Inc. and James Campbell Company LLC.
10-K 10.26 05/16/2019 001-35944
10.8 First Lease Amendment, dated as of July 11, 2018, by and between Power Solutions International, Inc. and Centerpoint Properties Trust, in connection with that certain Industrial Building Lease dated as of March 13, 2012, with respect to that certain premises located at 101 Mittel Drive (formerly 801 EC Drive) in Wood Dale, Illinois.
8-K 10.1 07/18/2018 001-35944
72
Incorporated by Reference Herein
Exhibit No. Exhibit Description Form Exhibit Filing Date File No.
10.9 Second Lease Amendment, dated as of July 11, 2018, by and between Power Solutions International, Inc. and CenterPoint Properties Trust, in connection with that certain Industrial Building Lease dated as of February 28, 2012, as further amended by that certain First Lease Amendment dated June 1, 2012, with respect to that certain premises located at 201 Mittel Drive, Wood Dale, Illinois.
8-K 10.2 07/18/2018 001-35944
10.10 ††† Addendum dated as of July 31, 2014, to Supply Agreement dated December 11, 2007, by and between Power Solutions International, Inc. and Doosan Infracore Co., Ltd., as amended.
8-K 10.1 08/06/2014 001-35944
10.11 Asset Purchase Agreement dated as of May 4, 2015 by and among Power Solutions International, Inc., Powertrain Integration Acquisition, LLC, as the Buyer, and Powertrain Integration, LLC and its principals, as the Seller.
8-K 10.1 05/06/2015 001-35944
10.12 Form of Investor Rights Agreement between Power Solutions International, Inc. and Weichai America Corp.
8-K 10.3 03/27/2017 001-35944
10.13 Shareholders Agreement by and among Power Solutions International, Inc., Weichai America Corp. and the Founding Stockholders, dated as of March 20, 2017.
8-K 10.4 03/27/2017 001-35944
10.14 ††† Strategic Collaboration Agreement between Weichai Power Co. Ltd. and Power Solutions International, Inc., dated March 20, 2017.
8-K 10.5 03/27/2017 001-35944
10.15 Securities Exchange Agreement, dated as of November 30, 2017, by and among Power Solutions International, Inc., and Weichai America Corp.
8-K 10.1 12/05/2017 001-35944
10.16 †† Employment Agreement, dated June 15, 2017, by and between Power Solutions International, Inc. and John P. Miller.
8-K/A 10.1 06/21/2017 001-35944
10.17 †† Employment Agreement, dated November 28, 2017, by and between Power Solutions International, Inc. and Kenneth Winemaster.
8-K 10.1 12/04/2017 001-35944
10.18 †† Amendment to the Power Solutions International, Inc. 2012 Incentive Compensation Plan (As Amended July 31, 2013).
10-K 10.40 05/16/2019 001-35944
10.19 Addendum #10, dated as of September 16, 2019, to Supply Agreement, dated as of December 11, 2007, by and between Power Solutions International, Inc. and Doosan Infracore Co., Ltd., as amended.
8-K 10.1 10/02/2019 001-35944
10.20 First Amendment to Strategic Collaboration Agreement, dated as of March 26, 2020, by and between the Company and Weichai Power.
8-K 10.1 04/01/2020 001-35944
10.21 Credit Agreement, dated as of March 27, 2020, between the Company and Standard Chartered Bank, as administrative agent.
8-K 10.1 04/06/2020 001-35944
10.22 †† Confidential Consulting Agreement
10-Q 10.1 05/04/2019 001-35944
10.23 First Amendment to Credit Agreement and Limited Waiver, dated as of December 28, 2020, among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Standard Chartered Bank, as administrative agent.
8-K 10.1 12/31/2020 001-35944
10.24 Shareholder’s Loan Agreement, dated as of December 28, 2020, between the Company and Weichai America Corp.
8-K 10.2 12/31/2020 001-35944
10.25 †† Employment Agreement, dated as of February 15, 2021, between the Company and Lance Arnett
8-K 10.1 02/16/2021 001-35944
10.26 †† Separation Agreement and Release, dated as of February 15, 2021, between the Company and John P. Miller
8-K 10.2 02/16/2021 001-35944
10.27 †† Retirement Agreement and Release, dated as of December 14, 2021, between the Company and Kenneth Winemaster
8-K 10.1 12/17/2021 001-35944
10.28 Shareholder’s Loan Agreement, dated as of December 10, 2021, between the Company and Weichai America Corp.
8-K 10.1 12/16/2021 001-35944
10.29 Second Amended and Restated Uncommitted Revolving Credit Agreement, dated as of March 25, 2022, among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Standard Chartered Bank, as administrative agent.
8-K 10.1 03/28/2022 001-35944
10.30 Second Amended and Restated Shareholder’s Loan Agreement, dated as of March 25, 2022, between the Company and Weichai America Corp.
8-K 10.2 03/28/2022 001-35944
10.31 First Amended and Restated Shareholder’s Loan Agreement, dated as of March 25, 2022, between the Company and Weichai America Corp.
8-K 10.3 03/28/2022 001-35944
10.32 Addendum # 11, dated as of July 1, 2022 to Supply Agreement, dated as of December 11, 2007, by and between Power Solutions International, Inc. and Doosan Infracore Co., Ltd., as amended.
8-K 10.4 07/25/2022 001-35944
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Incorporated by Reference Herein
Exhibit No. Exhibit Description Form Exhibit Filing Date File No.
10.33 †† Employment Agreement, effective as of August 29, 2022, by and between Kenneth Li and Power Solutions International, Inc.
8-K 10.1 08/29/2022 001-35944
10.34 †† Employment Agreement, effective as of September 16, 2022, between PSI and Sidong Shao
8-K 10.1 09/22/2022 001-35944
10.35 *
††
Description of Long-Term Incentive Plan
10.36 First Amended and Restated Shareholder’s Loan Agreement, dated as of November 29, 2022, between the Company and Weichai America Corp.
8-K 10.1 12/02/2022 001-35944
10.37 Third Amended and Restated Uncommitted Revolving Credit Agreement, dated as of March 24, 2023, among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Standard Chartered Bank, as administrative agent.
8-K 10.1 03/30/2023 001-35944
10.38 Third Amended and Restated Shareholder’s Loan Agreement, dated as of March 24, 2023, between the Company and Weichai America Corp.
8-K 10.2 03/30/2023 001-35944
10.39 First Amended and Restated Shareholder’s Loan Agreement, dated as of March 24, 2023, between the Company and Weichai America Corp.
8-K 10.3 03/30/2023 001-35944
10.40 Second Amendment to Strategic Collaboration Agreement, dated as of March 22, 2023, by and between the Company and Weichai Power.
8-K 10.1 03/27/2023 001-35944
10.41 †† Employment Agreement, dated as of April 24, 2023, between the Company and Constantine Xykis.
8-K 10.1 04/25/2023 001-35944
10.42 Second Amended and Restated Shareholder’s Loan Agreement, dated as of May 12, 2023, between the Company and Weichai America Corp.
8-K 10.1 05/17/2023 001-35944
10.43 Addendum # 12, dated as of June 8, 2023 to Supply Agreement, dated as of December 11, 2007, by and between Power Solutions International, Inc. and Doosan Infracore Co., Ltd., as amended.
8-K 10.1 06/13/2023 001-35944
10.44 Second Amended and Restated Shareholder’s Loan Agreement, dated as of November 29, 2023, between the Company and Weichai America Corp.
8-K 10.1 12/06/2023 001-35944
10.45 Fourth Amended and Restated Uncommitted Revolving Credit Agreement, dated as of March 22, 2024, among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Standard Chartered Bank, as administrative agent.
8-K 10.1 03/28/2024 001-35944
10.46 $30 Million Second Amended and Restated Shareholder’s Loan Agreement, dated as of March 22, 2024, between the Company and Weichai America Corp.
8-K 10.2 03/28/2024 001-35944
10.47 $25 Million Third Amended and Restated Shareholder’s Loan Agreement, dated as of May 20, 2024, between the Company and Weichai America Corp.
8-K 10.1 05/21/2024 001-35944
10.48 Uncommitted Revolving Credit Agreement, dated as of August 30, 2024, among the Company, the lenders party thereto and Standard Chartered Bank, as administrative agent.
8-K 10.1 09/06/2024 001-35944
10.49 Shareholder’s Loan Agreement, dated as of August 30, 2024, between the Company and Weichai America Corp.
8-K 10.2 09/06/2024 001-35944
10.50 †† Employment Agreement, dated as of February 8, 2014, by and between Randall D. Lehner and Power Solutions International, Inc.
8-K 10.1 03/01/2024 001-35944
10.51 Separation Agreement and Release, effective as of April 24, 2025, between the Company and Randall D. Lehner.
8-K 10.1 04/30/2025 001-35944
10.52 Amendment No.1 to the 2012 Incentive Compensation Plan
8-K 10.1 07/29/2025 001-35944
10.53 Revolving Credit Agreement, dated as of July 30, 2025, among the Company , the lenders party thereto and Standard Chartered Bank, as administrative agent.
8-K 10.1 07/31/2025 001-35944
10.54 Employment Agreement, effective as of September 3, 2025, by and between Zhaoying (Dorothy) Du and Power Solutions International, Inc.
8-K 10.1 09/15/2025 001-35944
19.1 * Power Solutions International, Inc. Insider Trading Compliance Policy
21.1 * Subsidiaries of Power Solutions International, Inc.
23.1 * Consent of BDO USA, P.C.
31.1 * Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 * Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Incorporated by Reference Herein
Exhibit No. Exhibit Description Form Exhibit Filing Date File No.
32.1 ** Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ** Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 * Power Solutions International, Inc. Clawback Policy
101.INS * XBRL Instance Document.
101.SCH * XBRL Taxonomy Extension Schema Document.
101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB * XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF * XBRL Taxonomy Definition Linkbase Document.
* Filed with this Report.
** This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
† Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon request.
†† Management contract or compensatory plan or arrangement.
††† Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been separately filed with the SEC.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of March, 2026.
POWER SOLUTIONS INTERNATIONAL, INC.
By: /s/ Xun Li
Name: Xun Li
Title: Chief Financial Officer (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 2nd day of March, 2026 .
Signature Title
/s/ Dino Xykis Chief Executive Officer
Dino Xykis (Principal Executive Officer)
/s/ Xun Li Chief Financial Officer
Xun Li (Principal Financial and Accounting Officer)
/s/ Jiwen Zhang Chairman of the Board and Director
Jiwen Zhang
/s/ Xuesen Yang Director
Xuesen Yang
/s/ Fuzhang Yu Director
Fuzhang Yu
/s/ Zhao Jin Director
Zhao Jin
/s/ Courtney Shea Director
Courtney Shea
/s/ Frank P. Simpkins Director
Frank P. Simpkins
/s/ Hong He Director
Hong He
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