GEORGE RISK INDUSTRIES, INC. 10-K

Item 9A Controls and Procedures Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s President and Chief Executive Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30, 2026. Based on such evaluation, the Company’s President and Chief Executive Officer has concluded that, as of April 30, 2026, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and are designed to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s President and Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting The Company’s management, with the participation of the Company’s President and Chief Executive Officer, has evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended April 30, 2026, and have concluded that no change has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management ’ s Annual Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was 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. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. The Company’s management, including the Company’s President and Chief Executive Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2026, based on the 2013 framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, the Company’s management concluded that our internal control over financial reporting was effective as of April 30, 2026. Item 9B Other Information None . 11 Part III Item 10 Directors and Executive Officers and Corporate Governance (a & b) Identification of Directors and Executive Officers All the executive officers of the corporation serve at the pleasure of the board of directors and do not have fixed terms. The following information as of April 30, 2026 is furnished with respect to each director and executive officer: Name Principal Occupation or Employment Age Director or Officer Since Stephanie M. Risk-McElroy Chairman of the Board, Chief Executive Officer, and Chief Financial Officer 54 August 8, 1999 Ryan McElroy Vice President 51 December 13, 2023 Donna Debowey Director, retired GRI plant manager 88 July 12, 2005 Bonita P. Risk Director, Stock Transfer Agent at GRI 76 March 15, 2013 Jerry Knutsen Director, retired business owner 83 August 29, 2016 Joel H. Wiens, a member of our Board of Directors, passed away on March 8, 2026. Mr. Wiens had served as a director of the Company since 2007. The Board has not yet appointed a successor to fill the resulting vacancy. Following Mr. Wiens’ death, the Board consists of four directors, two of whom the Board has determined to be independent under OTC Markets listing standards. The following director compensation table is furnished with respect to each director that served during the year ended April 30, 2026 Name Director’s Fees Paid Stock Awards Option Awards Non-equity incentive plan compen-sation Non-qualified deferred compensation earnings Total Stephanie Risk-McElroy (1) — — — — — — Donna Debowey (2) $ 400 — — — — $ 400 Joel H. Wiens (2) $ 400 — — — — $ 400 Bonita P. Risk (1) — — — — — — Jerry Knutsen $ 800 — — — — $ 800 The inside directors (1), or employees of the Company, do not receive additional compensation for their services. Outside directors (2) are paid $200 per meeting for their services. 12 (c) Identification of Certain Significant Employees None. (d) Family Relationships Stephanie Risk-McElroy and Bonita Risk have a daughter - mother relationship. Stephanie Risk-McElroy and Ryan McElory are married. Bonita Risk and Ryan McElroy are mother-in-law/son-in-law, respectively. (e) Business Experience of Directors and Executive Officers Stephanie Risk-McElroy , Chairman of the Board, Chief Executive Officer, and Chief Financial Officer, has over thirty years of experience in the accounting field. Mrs. Risk-McElroy graduated from Hastings College with a degree in Accounting. Stephanie worked for Platte Valley Sales from May 1990 until January 1997 as a staff accountant. In 1997, she pursued her career with an accounting manager position at Kershner’s Auto Korner in Hastings, NE. She joined the accounting staff at GRI in 1999 and then was promoted to CFO upon retirement of the prior CFO. Upon the death of her father, Ken R. Risk, in February 2013, she was appointed to the position of Chairman of the Board and Chief Executive Officer. Mrs. Risk-McElroy serves on the Board of Directors of GRI, as a direct link to the financial condition of the Company. She and her staff oversee all the accounting obligations of the Company. She has knowledge and experience in business outside of the Company that makes her an asset to the Board. And as President of the Company, she oversees all of the day-to-day operations as well. Ryan McElroy , Vice President and the Corporate Secretary, started his career by working on the family farm and ranch. In 1993 he attended college in McCook, NE for Criminal Justice and worked at the local Radio Shack, moving up to being responsible for opening/closing duties. After college he moved back to the Sidney, NE area and started working at Wheelers/Country General as a tire tech and soon was moved up to opening/closing duties. He then became employed as a Jailer with the Cheyenne County Sheriff’s Office and became a Deputy a few years later. He went back to college in Sidney and studied Information Technology (IT) while working for the Cheyenne County Community Center. He then went to a local parts store as a counter man then moved up to opening/closing and order entry. He was transferred to Chappel, NE store where he became Manager until a position opened at GRI as the Purchasing Manager and worked his way up to Vice President of Operations. Donna Debowey , Director, worked in various retail stores and restaurants until she started at GRI in 1968. She started on the production line, but quickly worked her way up the ranks. She has been a Production Line Supervisor, Director of Quality Control and was named Plant Manager and Senior Vice President in 1998. She held that position until her retirement in 2003. Mrs. Debowey made the transition from employee of GRI to a member of the Board of Directors with no hesitation after her retirement. She brings her 50+ years of experience in the industry to the table and has a vested interest in seeing the continued success of the Company that she helped to build. 13 Bonita P. Risk, Director, attended Wayne State College, in Wayne, Nebraska. Upon returning back home to Columbus, NE, she worked in factory positions. Upon her marriage to Ken Risk, she became a homemaker, raising 3 children and working at several sales positions. In 1981, she and Ken started Platte Valley Sales in Hastings, Nebraska, and her expertise was in accounting and sales. For 8 years, she ran the Hastings business while Ken devoted his time to both GRI in Kimball and Platte Valley Sales in Hastings. Ken and Bonita moved to Kimball in 1997. In 1998, she began at GRI in sales support. She continues in sales support and became the Company stock transfer agent in 2004 upon the retirement of Eileen Risk and is an assistant to the chief financial officer. Jerry Knutsen , Director, has lived in Kimball, Nebraska most of his life. He left the community for a few years to attend the University of Nebraska at Lincoln. Before his retirement, Jerry owned and operated several businesses over his career, including Knutsen Oil, Inc., Marv’s LP Gas, Inc., and Jerry Knutsen, Inc., and he co-owned Kimball Ford-Lincoln-Mercury. He served 24 years and held several positions on the school board in Kimball, NE. Mr. Knutsen is a past member and president of The Nebraska Propane Gas Association and The Nebraska Petroleum Marketers & Convenience Store Association. Other boards he is presently serving on include the Kimball Schools Foundation Board of Directors and Kimball Health Services Board of Trustees. (f) Involvement in Certain Legal Proceedings None. (g) Promoters and Control Persons None. 14 Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended April 30, 2026, we believe that all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with. Code of Ethics and Code of Business Conduct The Company does not have a written code of ethics at this time. The Company is a small business and employees know that the President of the Company must approve all material business. The Company also has checks and balances to make sure no fraud or illegal activities take place. Corporate Governance Nominating and Compensation Committees We do not have standing nominating or compensation committees, or committees performing similar functions. Our Board of Directors believes that it is not necessary to have a standing compensation committee at this time because our Board of Directors adequately performs the functions of such committees. Our Board of Directors also believes it is appropriate for us not to have a standing nominating committee because our Board has performed and will continue to perform the functions of a nominating committee adequately. Our Board of Directors has not adopted a charter for the nomination committee. There have been no defined policies or procedures requiring stockholders to submit recommendations or nominations for directors. Our Board of Directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. Audit Committee We do not have a standing audit committee at the present time. Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K, nor do we have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. Other Committees All proceedings of our Board of Directors for the year ended April 30, 2026, were conducted by resolutions consented to in writing by our directors and filed with the minutes of the proceedings of the Board of Directors. Our Company currently has no committees. 15 Item 11 Executive Compensation The following table sets forth certain information regarding the compensation paid to or accrued by the Company to executive officers for services rendered in all capacities during each of the Company’s fiscal years ended April 30, 2026 and 2025. Name and principal position Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compen-sation Change in Pension Value and Non-qualified Deferred Compensation Earnings All Other Compensation Total Bonita Risk, Director, Shareholder, Employee 2026 $ 49,000 $ — — — — — $ 117,000 $ 166,000 2025 $ 47,000 $ — — — — — $ 117,000 $ 164,000 Stephanie Risk-McElroy, 2026 $ 115,000 $ — — — — — $ 126,000 $ 241,000 CEO/CFO, Director, Shareholder 2025 $ 113,000 $ — — — — — $ 98,000 $ 211,000 Scott McMurray, Director of Sales 2026 $ 62,000 $ — — — — — $ 127,000 $ 189,000 2025 $ 59,000 $ — — — — — $ 110,000 $ 169,000 Bonita Risk, Stephanie Risk-McElroy, and Scott McMurray receive a base salary and bonus/commission based on a percentage of sales for the year. There were no other officers compensated in excess of $100,000 for the fiscal years ended April 30, 2026 and 2025. 16 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information regarding our Common Stock beneficially owned as of April 30, 2026, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding Common Stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. Shares of Common Stock subject to options, warrants, or convertible securities exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person or entity holding such options, warrants, or convertible securities, but are not deemed outstanding for computing the percentage of any other person. Percentages are determined based on 4,889,054 shares of Common Stock of the Company issued and outstanding and less treasury shares as of April 30, 2026. To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. Name and Address of Beneficial Owner (1) Number of Shares of Common Stock (2) % of Class of Stock Outstanding (3) Executive Officers and Directors: Bonita Risk – Director 2,947,128 60.28 % The above director has beneficial ownership over the Kenneth Risk Trust that owns 2,187,056 shares, Bonita Risk Family Irrevocable Trust that owns 732,470 shares, and 27,602 shares owned personally. As a result, combined, they have voting and shared dispositive control. Stephanie M. Risk-McElroy Chairman, CEO, & CFO 1,775 Less than 1% Donna Debowey – Director 500 Less than 1% All Officers and Directors as a group 2,949,403 60.33 % Principal Stockholders Poplar Point Capital Management LLC 330 Primrose Road Suite 400 Burlingame, CA 94010 252,247 5.16 % Total 3,201,650 65.49 % (1) Unless otherwise indicated, the address of the named beneficial owner is George Risk Industries, Inc., 802 S. Elm St., Kimball, NE 69145. (2) Security ownership information for named beneficial owners (other than executive officers and directors of the Company) is taken from statements filed with the Securities and Exchange Commission pursuant to information made known by the Company and from the Company’s transfer agent. (3) Based on the net shares outstanding as of April 30, 2026. This consists of Common Shares issued and outstanding (8,502,881) less treasury shares (3,613,827). 17 Changes in Control We are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may result in a change in control of the Company. Item 13 Certain Relationships and Related Transactions, and Director Independence During each of the three years ended April 30, 2026, 2025, and 2024, the Company executed transactions with related entities and individuals. Each of the transactions was on terms at least as favorable as could be obtained from unrelated third parties. Related Party 2026 2025 2024 Bank Balances Joel Wiens, Director $ 4,193,360 $ 5,339,553 $ 6,711,558 Interest Income Joel Wiens, Director $ 153,774 $ 214,538 $ 170,187 Item 14 Principal Accountant Fees and Services 1) Audit Fees For each of the last two fiscal years, the Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of our annual financial statements and review of our financial statements for Form 10-Q. The amounts are listed below: FYE 2026 $ 108,474 Haynie & Company $ 1,275 Carey Schroeder, CPA FYE 2025 $ 105,381 Haynie & Company $ 2,411 Carey Schroeder, CPA 2) Audit-Related Fees The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of the Company’s employee benefit plan. The amounts are listed below: FYE 2026 None Haynie & Company An audit of the company’s 401K was no longer required. FYE 2025 None Haynie & Company An audit of the company’s 401K was no longer required. 3) Tax Fees The Company incurred aggregate fees or expenses for professional services rendered by tax accountants for tax compliance, tax advice, and tax planning for the last two fiscal years. FYE 2026 $ 17,100 Haynie & Company $ 5,421 Tax Resources Group, Inc. FYE 2025 $ 4,333 Haynie & Company $ 5,610 Tax Resources Group, Inc. 4) All Other Fees The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for restatement of some of the Company’s 10-Qs and 10-K. The amounts are listed below: FYE 2026 None FYE 2025 None 5) The Board of Directors considered whether, and determined that, the auditor’s provisions of non-audit services were compatible with maintaining the auditor’s independence. All the services described above were approved by the Board of Directors pursuant to its policies and procedures. 18 Part IV Item 15 Exhibits and Financial Statement Schedules 3.(1).a Articles of Incorporation—Filed as Exhibit 5 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1970, and incorporated by reference herein 3.(i).b Certificate of Amendment to the Articles of Incorporation of the Registrant—Filed as Exhibit 1.2 to the Registrant’s Form 10–K for the fiscal year ended April 30, 1971, and incorporated by reference herein 3.(ii).c By-laws—Filed as Exhibit 1.3 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1971, and incorporated by reference herein 10.1 Vendor agreement dated as of February 16, 2011 between Honeywell International, Inc., acting through the ADI business of its Security Group (“ADI”) and George Risk Industries, Inc. – Filed as Exhibit 10.1 to the Registrant’s Form 10-K for the fiscal year ended April 30, 2012, and incorporated by reference herein. * 31.1 Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer (Principal Financial and Accounting Officer) 32.1 Certification pursuant to 18 U.S.C. 1350 of the Chief Executive Officer (Principal Financial and Accounting Officer) 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 Label Linkbase Document 101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101. Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. 19 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. /s/ STEPHANIE M. RISK-MCELROY August 7, 2026 STEPHANIE M. RISK-MCELROY President and Chairman of the Board Date 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 and on the dates indicated. /s/ STEPHANIE M. RISK-MCELROY August 7, 2026 STEPHANIE M. RISK-MCELROY President and Chairman of the Board Date /s/ DONNA DEBOWEY August 7, 2026 DONNA DEBOWEY Director Date /s/ BONITA P. RISK August 7, 2026 BONITA P. RISK Director Date /s/ JERRY KNUTSEN August 7, 2026 JERRY KNUTSEN Director Date 20