What changed in this filing

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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-03-05 · 65 added, 54 removed, 127 unchanged (48% of the section changed)

Controls and Procedures

Item 9A - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the end of the period covered by this Report and, based on such evaluation, have concluded that our disclosure controls and procedures were effective as of December 31, 2023, at the reasonable assurance level to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In addition, our management has determined we have remediated the deficient control first disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, as amended on May 9, 2023.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at the end of the period covered by this Report and, based on such evaluation, have concluded that our disclosure controls and procedures were effective as of December 31, 2024, at the reasonable assurance level to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, including our Interim Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Controls Over Financial Reporting

13 unchanged sentences

Other Information

Rule 10b5-1 Trading Plans

On November 21, 2023 , Daryl Stemm , our Chief Financial Officer , adopted a Rule 10b5-1 trading plan (the “10b5-1 Plan”) providing for the sale of $ 50,000 worth of shares of our Class A Common Stock on August 12, 2024.

The duration of the 10b5-1 Plan was to be until August 30, 2024, or earlier if all transactions under the trading arrangement are completed.

Prior to any sale being made pursuant to the 10b5-1 Plan, the 10b5-1 Plan was terminated on December 15, 2023 .

No other directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Regulation S-K Item 408) during the last fiscal quarter.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

37 unchanged sentences

August 30, 2021

SmartRent, Inc.

Amended and Restated SmartRent, Inc.

2021 Equity Incentive Plan.

July 26, 2021

SmartRent, Inc.

2021 Employee Stock Purchase Plan.

July 26, 2021

Restricted Stock Units Agreement under the SmartRent, Inc.

4 unchanged sentences

August 30, 2021

SmartRent, Inc.

2021 Employee Stock Purchase Plan.

July 26, 2021

SmartRent, Inc.

2025 Inducement Equity Incentive Plan and related form agreements.

Filed herewith

SmartRent, Inc.

Executive Incentive Compensation Plan.

January 25, 2024

Credit Agreement, dated as of December 10, 2021, by and among (i) SmartRent, Inc., (ii) the several banks and other financial institutions or entities party thereto, and (iii) Silicon Valley Bank, as the issuing lender, swingline lender, administrative agent, collateral agent for the lenders, and the lead arranger.

19 unchanged sentences

First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent.com, Inc.

and Lucas Haldeman (filed herewith).

Employment Agreement, dated as of March 16, 2021, by and between SmartRent.com, Inc.

and Isaiah DeRose-Wilson.

July 26, 2021

First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent.com, Inc.

and Isaiah DeRose-Wilson (filed herewith).

Employment Agreement, dated as of April 28, 2022, by and between SmartRent, Inc.

and Hiroshi Okamoto.

March 8, 2023

Separation Agreement, dated as of November 15, 2023, by and between SmartRent, Inc.

and Hiroshi Okamato (filed herewith).

Employment Agreement, dated as of April 27, 2022, by and between SmartRent and Robyn Young.

and Lucas Haldeman.

March 5, 2024

First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent, Inc.

and Robyn Young (filed herewith).

Employment Agreement, dated as of November 15, 2023, by and between SmartRent and Daryl Stemm (filed herewith).

Employment Agreement, dated as of March 30, 2023, by and between SmartRent and Kristen Lee (filed herewith).

First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent, Inc.

and Kristen Lee (filed herewith).

SmartRent, Inc.

Executive Incentive Compensation Plan .

January 25, 2024

Amended and Restated Employment Agreement, dated as of January 22, 2025, by and between SmartRent, Inc.

and Isaiah DeRose-Wilson.

Filed herewith

Amended and Restated Employment Agreement, dated as of January 22, 2025, by and between SmartRent, Inc.

and Daryl Stemm.

Filed herewith

Amended and Restated Employment Agreement, dated as of January 22, 2025, by and between SmartRent, Inc.

and Robyn Young.

Filed herewith

Amended and Restated Employment Agreement, dated as of January 22, 2025, by and between SmartRent, Inc.

and Kristen Lee.

Filed herewith

Employment Agreement, dated as of January 16, 2025, by and between SmartRent, Inc.

and Shane Paladin.

Filed herewith

Warrant to Purchase Common Stock, dated as of April 24, 2020 by and between SmartRent.com, Inc.

7 unchanged sentences

August 8, 2023

Insider Trading Policy of SmartRent, Inc., as amended and restated effective January 24, 2023 (filed herewith).

SmartRent, Inc.

Amended and Restated Non-Employee Director Compensation Policy.

Filed herewith

Severance Agreement and Release between SmartRent, Inc.

and Lucas Haldeman, dated July 29, 2024.

August 7, 2024

Insider Trading Policy of SmartRent, Inc., as amended and restated effective as of January 24, 2023.

March 5, 2024

Subsidiaries of SmartRent, Inc.

March 5, 2024

Consent of Deloitte & Touche LLP.

Filed herewith

Consent of Deloitte & Touche LLP (filed herewith).

Power of Attorney (included on the signature pages herein).

Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Principal Executive Officer as adopted pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Certification of Principal Financial Officer as adopted pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Compensation Recovery Policy (filed herewith).

Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith

Compensation Recovery Policy.

March 5, 2024

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

* The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of SmartRent, Inc.

* The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of SmartRent, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

5 unchanged sentences

SmartRent, Inc.

/s/ Lucas Haldeman

Lucas Haldeman

/s/ Michael Shane Paladin

Michael Shane Paladin

Chief Executive Officer

2 unchanged sentences

Chief Financial Officer

(Principal Financial Officer)

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Lucas Haldeman and Daryl Stemm, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Shane Paladin and Daryl Stemm, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

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 date indicated:

Capacity in Which Signed

/s/ Lucas Haldeman

/s/ Michael Shane Paladin

Chief Executive Officer and Director

March 5, 2025

Lucas Haldeman

Michael Shane Paladin

(Principal Executive Officer)

2 unchanged sentences

March 5, 2025

(Principal Financial Officer)

/s/ Alana Beard

(Principal Financial and Accounting Officer)

/s/ Alison Dean

March 5, 2025

1 unchanged sentence

March 5, 2025

/s/ Ann Sperling

/s/ Frank Martell

March 5, 2025

/s/ Bruce Strohm

Frank Martell

/s/ Ana Pinczuk

March 5, 2025

/s/ Ann Sperling

March 5, 2025

/s/ Frederick Tuomi

2 unchanged sentences

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