What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 29 added, 34 removed, 118 unchanged (35% of the section changed)

4 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

Based on management’s review, our Interim President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2024.

Based on management’s review, our President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2025.

Management ’ s Report on Internal Control Over Financial Reporting

6 unchanged sentences

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Under the supervision and with the participation with our management, including our Interim President and Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under the supervision and with the participation with our management, including our President and Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

2 unchanged sentences

This Annual Report does not include an attestation report of our independent registered public accounting firm because non-accelerated filers are not required to provide such a report.

Remediation of Previously Identified Material Weakness

Management identified a material weakness during its assessment of internal controls over financial reporting in our Quarterly Report on For 10-Q for the quarter ended March 31, 2024.

Specifically, because of the initial accounting treatment related to the acquisition of ATD, we concluded that our controls to address the risks associated with significant and unusual transactions and their impact to our financial reporting were not effectively designed or maintained.

Management improved its process around significant and unusual transactions to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting and tax standards.

To further strengthen our internal controls, we modified our management review controls over significant and unusual transactions to engage our accounting and tax experts prior to our reporting deadlines to assist in identifying the implications of transactions deemed to be significant and unusual that occurred during the applicable period.

During the year ended December 31, 2024, we completed our testing of the design and operating effectiveness of the implemented controls and determined them to be effective.

As a result, we have concluded that our material weaknesses have been remediated as of December 31, 2024.

Changes to Internal Control over Financial Reporting

Except for the remediation of a material weakness identified in Q1 2024, described above, no other changes in internal control over financial reporting occurred during 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

There have been no changes in internal control over financial reporting that occurred during 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

OTHER INFORMATION

No Rule 10b5 - 1 plans were adopted by insiders in Q4 2024.

Other Information.

During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a - 1 (f) under the Securities Exchange Act of 1934, as amended) adopted, modified, or terminated any “Rule 10b5 - 1 trading arrangement” or any “non-Rule 10b5 - 1 trading arrangement” (each as defined in Item 408 (c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS .

7 unchanged sentences

If we amend or grant a waiver of one or more of the provisions of our Code of Conduct, we intend to satisfy the requirements under Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Conduct that apply to our Principal Executive and Principal Financial Officer by posting the required information on our website at the above address.

Our website is not part of this Proxy Statement.

Our website is not part of this Annual Report.

Insider Trading Policy

We have adopted an Investor Information and Insider Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, or by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the applicable Nasdaq listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10 -K and is available on our website at www.rekor.ai .

EXECUTIVE COMPENSATION

16 unchanged sentences

Exhibit Description

FurnishedHerewith

Furnished Herewith

Amended and Restated Certificate of Incorporation of Novume Solutions, Inc.

7 unchanged sentences

Form of Warrant (January 2023)

Form of Senior Secured Note (January 2023)

Form of Common Stock Purchase Warrant (March 2023)

5 unchanged sentences

Second Supplemental Indenture (Series A Prime Revenue Sharing Notes)

Form of Warrant (December 2025)

2017 Equity Award Plan of Novume Solutions, Inc.

4 unchanged sentences

Non-Qualified Stock Option Award Agreement

Employment Agreement with Eyal Hen effective May 15, 2019

Employment Agreement with Robert Berman effective May 15, 2019

Employment Agreement with David Desharnais dated as of December 10, 2021

Employment Agreement with Robert Berman effective March 20, 2026

Employment Agreement with Joseph Nalepa effective November 17,2025

Form of Rekor Systems, Inc.

Restricted Stock Unit Agreement

Securities Purchase Agreement, dated as of January 18, 2023, by and among the Company and the investors party thereto

Form of Securities Purchase Agreement (March 2023)

4 unchanged sentences

and William Blair & Company, L.L.C., as representative of the several underwriters named therein

Pre-Paid Advance Agreement, dated as of August 14, 2024, by and between Rekor Systems, Inc.

and YA II PN, Ltd.

Amendment No.

1 to Prepaid Advance Agreement, dated as of October 22, 2024, by and between Rekor Systems, Inc.

and YA II PN, Ltd.

At Market Issuance Sales Agreement, dated as of February 10, 2025, by and between Rekor Systems, Inc.

and Northland Securities, Inc.

(terminated August 12, 2025)

At Underwriting Agreement, dated as of December 13, 2025, by and between Rekor Systems, Inc.

and William Blair & Company, L.L.C., as representative of the several underwriters named therein

Side Letter Agreement, dated as of December 16, 2025, by and between Rekor Systems, Inc.

and Anson Advisors Inc, on behalf of Anson Investments Master Fund LP and Anson East Master Fund LP

Investor Information and Insider Trading Policy

Subsidiaries of Rekor Systems, Inc.

Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm

Consent of Marcum LLP, Independent Registered Public Accounting Firm

18 unchanged sentences

/s/ Robert A.

Interim President Chief Executive Officer and Chairman of the Board

President and Chief Executive Officer and Chairman of the Board

Principal Executive Officer

March 31, 2026

/s/ Joseph Nalepa

Joseph Nalepa

Chief Financial Officer (Principal Financial and Accounting Officer)

March 31, 2026

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Robert A.

Interim President and Chief Executive Officer and Chairman of the Board

President and Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

March 31, 2026

/s/ Joseph Nalepa

Joseph Nalepa

Chief Financial Officer

7 unchanged sentences

March 31, 2026

/s/ Sanjay Sarma

March 31, 2025

/s/ Tim Davenport

Tim Davenport

March 31, 2025

/s/ Drew Meyers

/s/ Andrew Meyers

Andrew Meyers

March 31, 2026

1 unchanged sentence

March 31, 2026

/s/ Viraj Mehta

March 31, 2025

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