Item 9A. Controls and Procedures
ITEM 9A . CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. 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 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
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and that our receipts and expenditures are being made only in accordance with authorizations; 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 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.
In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Attestation Report of Registered Public Accounting Firm
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.
Changes to 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
98
Table of Contents
ITEM 9B. OTHER INFORMATION
Other Information. None. 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).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS .
Not applicable.
99
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers and Directors
The information required by this item will be contained under the captions "Information about the Board of Directors and Committees," "Election of Directors" and "Executive Officers" in our definitive proxy statement to be filed with the SEC in connection with our 2026 annual meeting of stockholders, (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated in this report by reference.
Code of Ethics
We have adopted a Code of Conduct, which serves as our Code of Ethics, which applies to all of our employees, including our executive officers. Our Code of Conduct is available on our website at www.rekor.ai. 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 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 .
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be set forth in the Proxy Statement under the captions "Executive Compensation," "Pay Versus Performance" and "Compensation of Rekor Directors" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be set forth in the Proxy Statement under the captions "Security Ownership of Certain Beneficial Owners and Management" and is incorporated herein by reference.
ITEM 13 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be set forth in the Proxy Statement under the captions "Certain Relationships and Related Transactions and Director Independence" and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be set forth in the Proxy Statement under the caption "Ratification of the Appointment of Independent Registered Public Accounting Firm" and is incorporated herein by reference.
100
Table of Contents
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
(a) (1) List Financial Statements
See Index to Financial Statements in Part II, Item 8 of this annual report.
(2) List of Financial Statements Schedules
All applicable schedule information is included in our Financial Statements in Part II, Item 8 of this annual report.
(b) Exhibits Index. We hereby file, as exhibits to this Annual Report, those exhibits listed on the Exhibit Index immediately following the signature page hereto.
Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed/
Furnished Herewith
3.1
Amended and Restated Certificate of Incorporation of Novume Solutions, Inc. as filed with the Secretary of State of Delaware on August 21, 2017
8-K
333-216014
3.1
8/25/17
3.2
Certificate of Amendment to Certificate of Incorporation of Novume Solutions, Inc. as filed with the Secretary of State of Delaware on April 30, 2019
8-K
001-38338
3.1
4/30/19
101
Table of Contents
3.3
Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Rekor Systems, Inc., dated March 18, 2020
8-K
001-38338
3.1
3/18/20
3.4
Third Certificate of Amendment to Amended and Restated Certificate of Incorporation of Rekor Systems, Inc. as filed with the Secretary of the State of Delaware on April 22, 2024
8-K
001-38338
3.1
4/22/24
3.5
Amended and Restated Bylaws of Rekor Systems, Inc.
8-K
001-38338
3.2
12/15/21
4.1
Form of Warrant (January 2023)
8-K
001-38338
4.1
1/23/23
4.2
Form of Common Stock Purchase Warrant (March 2023)
8-K
001-38338
4.2
3/27/23
4.3
Form of Placement Agent Common Stock Purchase Warrant (March 2023)
8-K
001-38338
4.3
3/27/23
4.4
Form of Common Stock Purchase Warrant (July 2023)
8-K
001-38338
4.1
7/27/23
4.5
Form Series A Prime Revenue Sharing Notes
8-K
001-38338
4.1
12/15/23
4.6
Indenture (Series A Prime Revenue Sharing Notes)
8-K
001-38338
4.2
12/15/23
4.7
First Supplemental Indenture (Series A Prime Revenue Sharing Notes)
8-K
001-38338
4.3
12/15/23
4.8
Second Supplemental Indenture (Series A Prime Revenue Sharing Notes)
8-K
001-38338
4.4
12/15/23
4.9
Form of Warrant (December 2025)
8-K
001-38338
4.1
12/16/25
10.1#
2017 Equity Award Plan of Novume Solutions, Inc. (as amended and restated as of April 18, 2024)
S-8
333-278990
4.1
4/29/24
10.2#
Form of Rekor Systems, Inc. Incentive Stock Option Award Agreement
10-K
001-38338
10.18
4/11/19
10.3#
Form of Rekor Systems, Inc. Non-Qualified Stock Option Award Agreement
10-K
001-38338
10.19
4/11/19
10.4#
Employment Agreement with Robert Berman effective March 20, 2026
8-K
001-38338
10.1
3/27/26
102
Table of Contents
10.5#
Employment Agreement with Joseph Nalepa effective November 17,2025
8-K
001-38338
10.2
3/27/26
10.6
Form of Rekor Systems, Inc. Restricted Stock Unit Agreement
10-K
001-38338
10.8
3/31/22
10.7
Form of Securities Purchase Agreement (March 2023)
8-K
001-38338
10.1
3/27/23
10.8
Form of Inducement Offer to Exercise Common Stock Purchase Warrants
8-K
001-38338
10.1
7/25/23
10.9
Form of Subscription Agreement (Series A Prime Revenue Sharing Notes)
8-K
001-38338
10.1
12/15/23
10.10
Interest Purchase Agreement, dated January 2, 2024, by and Among Rekor Systems, Inc., All Traffic Data Services, LLC and All Traffic Holdings
8-K
001-38338
10.1
1/3/24
10.11
Underwriting Agreement, dated as of February 7, 2024, by and between Rekor Systems, Inc. and William Blair & Company, L.L.C., as representative of the several underwriters named therein
8-K
001-38338
1.1
2/9/24
10.12
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)
8-K
001-38338
1.1
2/10/25
10.13
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
8-K
001-38338
1.1
12/16/25
10.14
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
8-K
001-38338
10.1
12/16/25
19.1
Investor Information and Insider Trading Policy
*
21.1
Subsidiaries of Rekor Systems, Inc.
*
23.1
Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm
*
23.2
Consent of Marcum LLP, Independent Registered Public Accounting Firm
*
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
*
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
*
32.1
Section 1350 Certification of Chief Executive Officer
**
32.2
Section 1350 Certification of Chief Financial Officer
**
97
Clawback Policy
10-K
001-38338
97
03/25/24
101.INS
Inline XBRL Instance Document
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
*
104
Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)
*
Filed herewith.
**
Furnished herewith.
#
Indicates management contract or compensatory plan.
103
Table of Contents
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements 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.
Rekor Systems, Inc.
/s/ Robert A. Berman
Name:
Robert A. Berman
Title:
President and Chief Executive Officer and Chairman of the Board
Principal Executive Officer
Date:
March 31, 2026
/s/ Joseph Nalepa
Name:
Joseph Nalepa
Title:
Chief Financial Officer (Principal Financial and Accounting Officer)
Date:
March 31, 2026
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.
Signature
Title
Date
/s/ Robert A. Berman
Robert A. Berman
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
/s/ Paul de Bary
Paul de Bary
Director
March 31, 2026
/s/ David Hanlon
David Hanlon
Director
March 31, 2026
/s/ Steven D. Croxton
Steven D. Croxton
Director
March 31, 2026
/s/ Andrew Meyers
Andrew Meyers
Director
March 31, 2026
/s/ Glenn Goord
Glenn Goord
Director
March 31, 2026
104