TOMI Environmental Solutions, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Our disclosure controls and procedures are intended to ensure that information we are required to disclose in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to the material weaknesses described below. Notwithstanding this conclusion, our management has determined that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP. 59 Table of Contents Management's Annual 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-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements, and projections of any evaluation of effectiveness are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in compliance. Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of December 31, 2025. Material Weakness in Internal Control Over Financial Reporting A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses as of December 31, 2025: · Limited resources within the finance and accounting departments with sufficient knowledge and experience in applying U.S. GAAP, including developing appropriate accounting estimates, reserves, and allowances in a timely manner and maintaining proper segregation of duties; and · Policies and procedures with respect to the review, supervision and monitoring of our accounting and SEC reporting functions were either not fully designed and in place or not operating effectively. These control deficiencies, if not fully remediated, could result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, our management has determined that these control deficiencies constitute material weaknesses. Remediation - Progress and Actions Taken Management, with oversight from our Audit Committee, has implemented the following specific remediation actions during fiscal year 2025: · Strengthened Finance Function. In May 2025, we appointed a new Chief Financial Officer with substantial experience in financial accounting, U.S. GAAP, and SEC reporting. This appointment has supported improvement in the finance and accounting function's ability to address the identified deficiencies. · Written Accounting Policies and Procedures. We have designed and implemented written accounting policies and procedures governing the review, supervision, and monitoring of our accounting and SEC reporting functions, appropriate for the size and nature of our operations. · Month-End Revenue Close Process. We implemented a structured month-end close process for revenue recognition to provide more consistent review and earlier identification of required adjustments. · Monthly Physical Inventory Counts. We implemented monthly physical inventory counts to strengthen inventory controls and reduce year-end adjustments. · Deferred Revenue Accounting Framework. Effective with the quarter ended June 30, 2025, we implemented formal policies and procedures for the identification, measurement, and recognition of deferred revenue in accordance with ASC 606, integrated into our period-end close process. · 13-Week Rolling Cash Flow Forecast. We introduced a 13-week rolling cash flow forecasting process to improve liquidity management, forward planning, and management oversight of cash resources. · Daily Bank Reconciliations. We implemented daily bank reconciliations to strengthen cash controls and provide timely visibility over cash balances. · Realignment of Roles and Responsibilities. We have realigned roles and responsibilities within the accounting team to improve segregation of duties and to better utilize the skills and experience of existing personnel. · Continued Training and Third-Party Support. We continue to recruit and train personnel with appropriate internal controls knowledge and accounting experience and engage third-party consultants and specialists where appropriate to supplement internal capabilities. · While the material weaknesses had not been fully remediated as of December 31, 2025, management believes the actions taken to date represent meaningful progress in addressing the identified control deficiencies. We are committed to continuing this process and will continue to review and enhance our financial reporting controls and procedures. 60 Table of Contents Changes in Internal Control Over Financial Reporting During the fiscal quarter ended December 31, 2025, we completed the rollout of our written accounting policies and procedures and operationalized enhanced financial statement review procedures, as described above. The deferred revenue recognition framework was implemented in the quarter ended June 30, 2025, and continued to operate during the remainder of fiscal year 2025. Except as described above, there have been no other changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the three months ended December 31, 2025, no director or 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. 61 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Our current directors and executive officers and their ages and positions as of March 31, 2026 are presented below. Name Age Position Halden S. Shane 81 Chief Executive Officer and Chairman of the Board Elissa J. Shane 46 Chief Operating Officer and Director David Vanston 58 Chief Financial Officer Francesco Fragasso 57 Director Harold W. Paul 77 Director Lim Boh Soon 70 Director Halden S. Shane : Dr. Shane has been our Chief Executive Officer and Chairman of the Board since October 15, 2007, when we commenced our current operations. Dr. Shane also served as President and CEO of Tiger Management International, a private management company that deals in business management of private and public companies. Dr. Shane resigned all positions and closed Tiger Management International in 2009. Dr. Shane was founder and CEO of Integrated Healthcare Alliance, Inc. and also founder and General Partner of Doctors Hospital West Covina, California. Prior thereto, Dr. Shane practiced Podiatric Surgery specializing in ankle arthroscopy. Dr. Shane received his Bachelor of Science degree from the University of Miami in 1969, his Bachelor of Medical Science degree from California College of Podiatric Medicine in 1971, and his Doctor of Podiatric Medicine Degree from the California College of Podiatric Medicine in 1973. He is Board Certified by the American Board of Podiatric Surgery, American Board of Orthopedics, and the American Board of Quality Assurance and Review. Dr. Shane’s extensive expertise and business experience in the medical and finance industry, as well as his knowledge of our day-to-day operations and strategic initiatives provide our Board with valuable insights and in-depth understanding of our Company. Elissa J. Shane : Ms. Shane has been our Chief Operating Officer since January 2018. On July 30, 2021, at the recommendation of the Nominating and Governance Committee, the Board appointed Ms. Elissa J. Shane to serve as a member of the Board. Previously, she served as our Chief Regulatory and Compliance Officer from September 2015 to December 2017 and as our Corporate Secretary in 2016. Ms. Shane received a B.A. in Psychology and Communications with a minor in Economics from the University of Southern California in 2001. We believe that Ms. Shane’s experience, expertise and knowledge of our day-to-day business operations will contribute significantly to the Board’s oversight functions of the Company. David Vanston : Mr. Vanston is an experienced financial executive with over 25 years of international finance and operational leadership across the life sciences, manufacturing, and technology sectors. From November 2024 to February 2025, he served as Chief Financial Officer of Jon-Don LLC, a portfolio company of Incline Partners. From October 2023 to November 2024, he was Vice President of Finance at Flexan LLC, a medical device manufacturer and subsidiary of ILC Dover, then a portfolio company of New Mountain Capital. From April 2021 to October 2023, Mr. Vanston served as Chief Financial Officer of Arcmed, a contract manufacturer in the life sciences sector and a portfolio company of Halma plc. Prior to that, from April 2017 to February 2021, he was Chief Financial Officer of VolitionRx, a multinational epigenetics company listed on the NYSE focused on developing blood-based diagnostics for cancer and other NETosis-related diseases. Mr. Vanston holds an MBA from Warwick University and is a Fellow of the Chartered Certified Accountants in the United Kingdom. Dr. Lim Boh Soon : Dr. Lim has served as a member of the Board since January 2018 and has more than 28 years of experience in the banking and finance industry. For more than the past five years, he has been a fellow of the Singapore Institute of Directors and is currently an independent non-executive director on the board of two publicly listed companies, one on the Singapore Stock Exchange and the other on Bursa Malaysia. Dr. Lim has served in various directorship roles throughout the past including V.S. Industry Berhad until January 2026, Kairos Asia Outreach until June 2025, QQ Fintech Pte. Ltd. until August 2024, Jumbo Group Limited until January 2024, among others. In addition to his role with Tomi Environmental Solutions Inc., Dr. Lim holds current directorship positions with the following companies, Arise Asset Management Pte, Ltd., OUE Limited,TPT Corporation (Cayman Islands), ASR Asset Management Pte. Ltd., EpicQuant Pte. Ltd., Kaiyi Private Fund Management Co. Ltd. and Cap 1 Financial Pte. Ltd. Further, Dr. Lim has worked in various senior management positions for several regional and multi-national organizations, including UBS Capital Asia Pacific Limited, The NatSteel Group, Rothschild Ventures Asia Limited and The Singapore Technologies Group. Dr. Lim was also a member of the Regional Investment Committee for UBS AG in Asia. Dr. Lim graduated with a First-Class Honors in Mechanical Engineering from The University of Strathclyde in the United Kingdom (formerly The Royal College of Science & Technology) in 1981 and obtained his Doctor of Philosophy in Mechanical Engineering from The University of Strathclyde in the United Kingdom in 1985. We believe that Dr. Lim’s experience as a director of public companies and in the finance industry qualifies him to serve on the Board. 62 Table of Contents Francesco Fragasso : Mr. Fragasso served as the Chief Financial Officer of Hamilton Thorne Ltd., a publicly traded company listed on the Toronto Stock Exchange (TSX: HTL), since August 2022 to January 2025. From 2018 to 2022, he served as Chief Financial Officer of Fluence Corporation Ltd. (ASX:FLC), a global water infrastructure company listed on the Australian Securities Exchange. Mr. Fragasso served as Vice President and Chief Financial Officer at Desalitech, Inc. from 2015 to 2018, and served as Corporate CFO and Vice President of Operations at Novara Fuel Cells, Inc. (Hess Corp. Group NYSE: HESS) from 2001 to 2014. He previously held senior finance and operations roles at MMN SpA and Deloitte SpA in Italy. Mr. Fragasso is a European Chartered Public Accountant and holds an MBA from Boston University and a Bachelor and Master of Science in Business and Economics from Università Bocconi in Milan, Italy. The Board believes that Mr. Fragasso’s substantial experience and expertise in financial and accounting matters, including public company financial reporting process, qualifies him to serve on the Board. Harold Paul : Mr. Paul previously served as a member of the Board of the Company from June 2009 until July 2021, and as the Company’s Corporate Secretary from 2013 to 2021. Mr. Paul has been engaged in the private practice of law for more than 40 years, primarily as a securities specialist, during which time he has served as outside legal counsel to public companies listed on national securities exchanges. Mr. Paul has also served as a director for six public companies in a variety of industries, including technology and financial services. He holds a Bachelor of Arts from the State University of New York at Stony Brook and a Juris Doctor from Brooklyn Law School, and is admitted to practice law in New York and Connecticut. The Board believes that Mr. Paul’s extensive experience in corporate governance, legal compliance and management of public companies qualifies him to serve on the Board. Family Relationships Ms. Elissa J. Shane, our Chief Operating Officer and Director, is the daughter of Dr. Halden Shane, our Chief Executive Officer and Chairman of the Board. Board Composition The Board currently consists of five directors divided into three classes, with each class holding office for a three-year term. Each director serves until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal. Our Board is responsible for the business and affairs of our Company and considers various matters that require its approval. Our executive officers are appointed by our Board and serve at its discretion. Each member of the Board attended at least 75% of the total meetings held by the Board. Audit Committee Our Audit Committee was established in June 2009 and currently is comprised of Mr. Fragasso, Mr. Paul and Dr. Lim. Mr. Fragasso serves as chairperson of the Audit Committee. The Board has determined that Mr. Fragasso qualifies as an audit committee financial expert within the meaning of SEC regulations and meets Nasdaq’s financial sophistication requirements. In making this determination, the Board has considered Mr. Fragasso’s extensive financial experience and business background. Our Board has determined that Mr. Fragasso is an “audit committee financial expert” as defined by the regulations promulgated by the SEC. The Audit Committee operates under a written charter, which is available at http://investor.tomimist.com/corporate-governance/audit-committee-charter. The purpose of the Audit Committee is to assist the Board in monitoring the integrity of the annual, quarterly and other financial statements of the Company, the independent auditor’s qualifications and independence, the performance of the Company’s independent auditors and the compliance by the Company with legal and regulatory requirements. The Audit Committee also reviews and approves all related-party transactions. For this purpose, a related-party transaction means any transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000, and in which any director, executive officer, nominee for director, or beneficial owner of more than 5% of our common stock, or any immediate family member of any such person, has a direct or indirect material interest, consistent with Item 404 of Regulation S-K and ASC 850. Code of Ethics The Board adopted a Code of Ethics in 2008 that applies to, among other persons, Board members, officers (including our Chief Executive Officerand Chief Financial Officer), contractors, consultants and advisors. Our Code of Ethics, is available on the Company’s website at http://investor.tomimist.com/TOMZ/code_of_ethics/2139. The information on our website is not a part of or incorporated by reference into this Annual Report on Form 10-K. If the Company makes any amendments to the Code of Ethics other than technical, administrative or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of this code to the Company’s Chief Executive Officer or Chief Financial Officer, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies by posting such information on the Company’s website. 63 Table of Contents Insider Trading Policy The Board has adopted insider trading policies and procedures regarding securities transactions (the “Insider Trading Policy”) that applies to all officers, directors and employees of the Company and its subsidiaries, as well as the Company itself. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company’s securities, as well as the applicable rules and regulations of Nasdaq. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K. Delinquent Section 16 Reports Section 16(a) of the Exchange Act requires our directors, executive officers, and the holders of more than 10% of our common stock to file with the SEC initial reports of beneficial ownership of our common stock and other equity securities on a Form 3 with 10 calendar days of becoming a director, executive officer or holder of more than 10% of our common stock, and reports of changes in such ownership on a Form 4 within two business days of such changes or in certain cases a Form 5 within 45 days of our fiscal year end. Based solely on the Company’s review of copies of such reports filed with the SEC and written representations from these reporting persons, the Company believes that all Section 16(a) filing requirements applicable to its directors, executive officers and greater-than-10% beneficial owners were complied with during the year ended December 31, 2025, except as described below. On November 3, 2025, a Form 3 reporting the initial beneficial ownership of the Company’s common stock was filed late on behalf of Fragasso Francesco, Director of the Company. No transactions were required to be reported. Item 11. Executive Compensation Summary Compensation Table The following table sets forth the total compensation earned by our named executive officers for the years ended December 31, 2025 and 2024, respectively, in accordance with SEC rules under Item 402(c) of Regulation S-K. Amounts shown represent compensation earned during each fiscal year regardless of whether paid in cash during the year. For the year ended December 31, 2025, a portion of the salary earned by Dr. Halden S. Shane and Ms. Elissa J. Shane was not paid in cash and remains accrued as of December 31, 2025. See footnote (2) below: Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) (1) Option/ Warrant Awards ($) (1) All Other Compensation ($) Total ($) Halden S. Shane (2) 2025 605,000 - - - 9,000 614,000 Chairman and CEO 2024 499,125 - - 64,136 9,000 572,261 Elissa J. Shane , (2) 2025 326,700 - - - 12,000 338,700 COO 2024 269,528 - - 32,068 12,000 313,596 David Vanston (3) 2025 123,846 - - 99,830 3,250 226,926 CFO 2024 - - - - - - Nick Jennings (4) 2025 75,000 - - - - 75,000 Interim CFO 2024 104,552 - - - - 104,552 Joe Rzepka (5) 2025 - - - - - - CFO 2024 84,020 - - 48,102 - 132,122 (1) The amounts shown in this column represent the aggregate grant date fair value of stock, option and/or warrant award, as applicable, granted during the year computed in accordance with FASB ASC Topic 718. See Note 2 of the notes to our audited consolidated financial statements contained in this Annual Report on Form 10-K for a discussion of valuation assumptions made in determining the grant date fair value of the awards. 64 Table of Contents (2) For the year ended December 31, 2025, a portion of the salary amounts shown for Dr. Halden S. Shane, Chairman and Chief Executive Officer, and Ms. Elissa J. Shane, Chief Operating Officer, was earned but not paid in cash during the fiscal year as a cash conservation measure adopted by the Company in light of its liquidity position. The earned but unpaid amounts totaling approximately $476,000, have been fully accrued as compensation payable in accordance with ASC 710 and are included within the payroll and related costs balance in accrued expenses and other current liabilities on the Company's Consolidated Balance Sheet as of December 31, 2025. See Note 13 to the consolidated financial statements for further information. The Company intends to satisfy these obligations as operating cash flow permits. The salary amounts shown in the table above represent the full contractual amounts earned during fiscal 2025 and are reported in accordance with Item 402(c) of Regulation S-K. (3) On October 6, 2025, the Company granted Mr. Vanston 100,000 restricted stock units under the 2016 Equity Incentive Plan. The grant date fair value of $99,830 was calculated based on the closing stock price of $0.9983 per share on the grant date, computed in accordance with FASB ASC Topic 718. Please refer to Item 11 Employment Agreements for additional details regarding Mr. Vanston's compensation arrangements, including the vesting schedule. (4) Mr. Jennings served as our Chief Financial Officer from September 2015 until May 2024 and as Interim Chief Financial Officer from December 2024 through May 2025. During the year ended December 31, 2024, he was entitled to an annual salary of $211,750, of which he received $104,552 through May 2024. During the year ended December 31, 2025, he received a monthly fee of $15,000 for five months, totaling $75,000. (5) Mr. Rzepka served as our Chief Financial Officer from May 2024 through December 2024. During the year ended December 31, 2024, we issued an option to purchase 75,000 shares of common stock to Mr. Rzepka at an exercise price of $0.75 per share pursuant to an employment agreement. The option was valued at $48,102 and has a contractual term of 10 years. We utilized the Black-Scholes model to fair value the option received by our former Chief Financial Officer with the following assumptions: volatility, 125%; expected dividend yield, 0%; risk free interest rate, 4.35%; and an expected life of 10 years. The grant date fair value of each share of common stock underlying the option was $0.64. Please refer to Item 11 Employment Agreements for additional details of Mr. Rzepka’s annual compensation. Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth certain information with respect to outstanding options, warrants and restricted stock units (RSU’s) to purchase common stock previously awarded to our named executive officers as of December 31, 2025. Name Number of Securities Underlying Unexercised Warrants / Options Exercisable (1) (#) Number of Securities Underlying Unexercised Warrants / Options Unexercisable (#) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Warrants (#) Exercise Price (1) ($) Expiration Date Halden S. Shane 12,500 (2) — — $ 4.00 4/24/2030 375,000 (3) — — $ 6.95 10/01/2030 172,500 (4) — — $ 1.12 1/18/2032 437,500 (5) — — $ 0.96 12/22/2032 31,250 (6) — — $ 0.64 11/19/2033 125,000 (7) — — $ 0.80 1/26/2034 100,000 (8) — — $ 0.85 1/26/2033 100,000 (9) — — $ 0.75 5/15/2034 Total 1,353,750 Elissa J. Shane 6,250 (10) — — $ 4.00 4/24/2030 57,500 (11) — — $ 1.12 1/18/2032 50,000 (12) — — $ 0.85 1/26/2033 50,000 (13) — — $ 0.75 5/15/2034 Total 163,750 David Vanston 66,666 (14) — — — — 66,666 Nick Jennings 6,250 (15) — — $ 4.00 4/24/2030 40,000 (16) — — $ 1.12 1/18/2032 25,000 (17) — — $ 0.85 1/26/2033 Total 71,250 Joe Rzepka 4,500 (18) — — $ 1.93 12/14/2026 7,042 (19) — — $ 0.71 1/20/2028 75,000 (20) — — $ 0.75 5/15/2034 Total 86,542 65 Table of Contents (1) Reflects the 1-for-8 reverse stock split of our Common Stock and Series A Preferred Stock effected on September 10, 2020. (2) Warrants vested on April 24, 2020 and have a term of ten years. (3) Warrants vested on October 1, 2020 and have a term of ten years. (4) Options vested on January 18, 2022 and have a term of ten years. (5) Warrants vested on December 22, 2017 and were modified to expire on December 22, 2032 (6) Warrants vested on November 19, 2018 and were modified to expire on November 19, 2033. (7) Warrants vested on January 26, 2019 and were modified to expire on January 26, 2034. (8) Options vested on January 26, 2023 and have a term of ten years. (9) Options vested on May 15, 2024 and have a term of ten years. (10) Warrants vested on April 24, 2020 and have a term of ten years. (11) Options vested on January 18, 2022 and have a term of ten years. (12) Options vested on January 26, 2023 and have a term of ten years. (13) Options vested on May 15, 2024 and have a term of ten years. (14) Includes 100,000 restricted stock units granted to the Company's Chief Financial Officer, of which 66,666 remain unvested as of December 31, 2025. Restricted stock units have no exercise price or expiration date. (15) Warrants vested on April 24, 2020 and have a term of ten years. (16) Options vested on January 18, 2022 and have a term of ten years. (17) Options vested on January 26, 2023 and have a term of ten years. (18) Options vested on December 14, 2021 and have a term of five years. (19) Options vested on January 20, 2023 and have a term of five years. (20) Options vested on May 16, 2024 and have a term of ten years. Employment Agreements, Termination of Employment and Change-in-Control Arrangements Except as described below, we currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. Employment Agreements We have entered into employment agreements with each of the named executive officers and generally include the named executive officer’s initial base salary and an indication of equity compensation opportunities. Halden S. Shane On September 22, 2020, we entered into a three-year employment agreement with Dr. Shane, effective October 1, 2020. The agreement provides for an initial base annual salary of $500,000. Dr. Shane's annual base salary has been subsequently increased to $605,000 pursuant to annual reviews by the Compensation Committee. The agreement also provides for a signing bonus of 375,000 warrants. Dr. Shane is also entitled to a cash performance bonus and an annual issuance of an option to purchase 31,250 shares of common stock from the 2016 Plan at the discretion of the Board. The agreement also provides that we will reimburse Dr. Shane for the expenses associated with the use of an automobile up to $750 per month. The initial term of his employment agreement is three years, which may be automatically extended for successive one-year terms, unless either party provides the other with 120 days' prior written notice of its intent to terminate the agreement. In June 2024, for the purpose of implementing cost-saving measures to reduce cash requirements and achieve profitability objectives, Dr. Shane's annual salary was reduced by 30% from $605,000 to $423,500 from June 1, 2024 through December 31, 2024. Effective January 1, 2025, Dr. Shane's annual base salary was restored to $605,000. In the event Dr. Shane is terminated as CEO as a result of a change in control, Dr. Shane will be entitled to a lump sum payment of two years' salary at the time of such termination. 66 Table of Contents Elissa J. Shane On October 1, 2020, we entered into an employment agreement with Elissa J. Shane, effective October 1, 2020. Pursuant to her employment agreement, Ms. Shane received an initial annual base salary of $270,000, subject to annual review and discretionary increase by the Compensation Committee of the Board. Ms. Shane's annual base salary has been subsequently increased to $326,700 pursuant to annual reviews by the Compensation Committee. Ms. Shane is eligible to receive an annual cash bonus and other annual incentive compensation. Ms. Shane is also entitled to the sum of $1,000 per month as a vehicle allowance. The initial term of her employment agreement is three years, which may be automatically extended for successive one-year terms, unless either party provides the other with 120 days' prior written notice of its intent to terminate the agreement. In June 2024, for the purpose of implementing cost-saving measures to reduce cash requirements and achieve profitability objectives, Ms. Shane's annual salary was reduced by 30% from $326,700 to $228,690 from June 1, 2024 through December 31, 2024. Effective January 1, 2025, Ms. Shane's annual base salary was restored to $326,700. In the event Ms. Shane is terminated as COO as a result of a change in control, Ms. Shane will be entitled to a lump sum payment of one and a half years' salary at the time of such termination. David Vanston On May 30, 2025, the Board appointed Mr. David Vanston as the Company's Chief Financial Officer. In connection with his appointment, the Company entered into an offer letter with Mr. Vanston providing for an annual base salary of $230,000 and eligibility to receive an annual discretionary bonus of up to 40% of his base salary, as determined by the Board or its Compensation Committee. His agreement also provides for a vehicle allowance of $500 per month. Mr. Vanston is also entitled to a one-time relocation assistance payment of $15,000, payable within 30 days following his relocation to within one hour of the Company's Frederick, Maryland headquarters. On October 6, 2025, the Company granted Mr. Vanston an initial grant of 100,000 restricted stock units under the 2016 Equity Incentive Plan. The RSUs vest in three equal installments: 33,334 shares vested immediately upon the grant date of October 6, 2025; 33,333 shares vest on May 30, 2026; and 33,333 shares vest on May 30, 2027. On January 6, 2026, the Company issued 33,334 shares to Mr. Vanston representing the first vesting installment. Mr. Vanston is also entitled to receive an additional grant of 100,000 restricted stock units following one year of employment, subject to the same three-year vesting schedule. In the event the Company terminates Mr. Vanston's employment without cause, the Company shall provide Mr. Vanston with 90 days' prior written notice of such termination, or payment in lieu thereof. In the event of a change in control of the Company that results in Mr. Vanston's involuntary termination, Mr. Vanston will be entitled to a lump sum payment of one and one-half (1½) times his annual salary at the time of such termination. Nick Jennings Mr. Jennings served as our Chief Financial Officer from September 2015 until May 2024 and as Interim Chief Financial Officer from December 2024 through May 2025. During the year ended December 31, 2024, he was entitled to an annual salary of $211,750, of which he received $104,552 through May 2024. During the year ended December 31, 2025, he received a monthly fee of $15,000 for five months, totaling $75,000. Joe Rzepka On May 16, 2024, we entered into an employment agreement with Mr. Rzepka, pursuant to which he served as our Chief Financial Officer. Mr. Rzepka's annual salary was $185,000, which was reviewed annually. Mr. Rzepka was also entitled to additional equity compensation based upon superior performance of his responsibilities, as determined by the Board in its sole discretion. The agreement also provided for reimbursement of certain business and entertainment expenses. In June 2024, for the purpose of implementing cost-saving measures to reduce cash requirements and achieve profitability objectives, Mr. Rzepka's annual salary was reduced by 10% from $185,000 to $166,500 from June 1, 2024 through the date of his resignation. On December 11, 2024, Mr. Rzepka resigned from the Company. 67 Table of Contents Director Compensation Each of our non-employee directors receives cash fees and stock as compensation for their service on the Board and the committees of the Board on which they are a member. The tables below set forth cash and stock compensation earned by each non-employee director during the fiscal year ended December 31, 2025. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Other Compensation ($) Total ($) Walter Johnsen (1) $ 32,000 $ 17,000 - - $ 49,000 Kelly Anderson (2) 40,950 17,000 - - 57,950 Lim Boh Soon (3) 41,000 17,000 - - 58,000 Francesco Fragasso (4) 5,000 8,000 - - 13,000 Harold W. Paul (5) 5,000 8,000 - - 13,000 Total $ 123,950 $ 67,000 - - $ 190,950 (1) Mr. Johnsen was elected to the Board on January 29, 2016. His director agreement provided for an annual fee in the amount of $48,000 paid on a quarterly basis and an annual grant of shares of common stock. In May 2025, we issued Mr. Johnsen 20,000 shares of common stock that were valued at $17,000. On September 11, 2025, Mr. Johnsen notified the Company of his resignation as a director of the Board, effective September 11, 2025. Cash fees of $32,000 reflect fees paid for two full quarters and two full months through August 31, 2025, the last fully completed month prior to his resignation on September 11, 2025. (2) Ms. Anderson was elected to the Board on January 29, 2016 and served as the chairperson of our Audit Committee. Her director agreement provided for an annual fee of $54,600 paid on a quarterly basis and an annual grant of shares of common stock. In May 2025, we issued Ms. Anderson 20,000 shares of common stock that were valued at $17,000. On September 26, 2025, Ms. Anderson notified the Company that she resigned as a director of the Company effective September 30, 2025. Cash fees of $40,950 reflect three quarters of her annual fee prorated through September 30, 2025. (3) Dr. Lim has served on the Board since January 29, 2018. Dr. Lim was reelected as a Class I director to the Board at the Company’s 2024 annual meeting of stockholders to serve a three-year term expiring at the 2027 Annual Meeting. His director agreement provides for an annual fee in the amount of $48,000 paid on a quarterly basis and an annual grant of shares of common stock. In May 2025, we issued Dr. Lim 20,000 shares of common stock that were valued at $17,000. During the fourth quarter of 2025, director agreements were modified to reduce the cash fees to $5,000 per quarter and increase the annual equity grant to 40,000 restricted stock units per year. Cash fees of $41,000 reflect $36,000 paid at the prior rate for the first three quarters of 2025 and $5,000 paid at the revised rate for the fourth quarter of 2025. (4) Mr. Fragasso was appointed to the Board on September 11, 2025. Mr. Fragasso serves on the Audit Committee, Compensation Committee and Nominating and Governance Committee. His director agreement provides for a cash fee of $5,000 per quarter and an annual grant of shares of common stock. During the fourth quarter of 2025, we issued Mr. Fragasso 10,000 shares of common stock that were valued at $8,000. Mr. Fragasso was subsequently elected by shareholders as a Class II Director at the Company's 2025 annual meeting of stockholders, to serve a three-year term expiring at the 2028 Annual Meeting. (5) Mr. Paul was appointed to the Board on September 25, 2025. Mr. Paul previously served as a member of the Board from 2009 to 2021, including as Corporate Secretary from 2013 to 2021. Mr. Paul serves on the Audit Committee, Compensation Committee and as Chairman of the Nominating and Corporate Governance Committee. His director agreement provides for a cash fee of $5,000 per quarter and an annual grant of shares of common stock. During the fourth quarter of 2025, we issued Mr. Paul 10,000 shares of common stock that were valued at $8,000. Mr. Paul was subsequently elected by shareholders as a Class II Director at the Company's annual meeting in November 2025, to serve a three-year term expiring at the 2028 Annual Meeting. Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing. 68 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan Information We currently maintain one compensation plan: the 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan was approved by the Board on January 29, 2016 and received shareholder approval on July 7, 2017. The 2016 Plan authorized the issuance of 625,000 shares of common stock. On August 25, 2015, the Board terminated the 2008 Plan, which we had maintained previously and which our shareholders had approved. Accordingly, we will issue future awards under the 2016 Plan. On December 30, 2020, we received shareholder approval to amend and restate the 2016 Plan to increase the maximum number of shares of common stock authorized from issuance by 1,375,000, from 625,000 shares to 2,000,000. As of December 31, 2025 the available plan balance is 1,399,000. The following table provides information as of December 31, 2025 with respect to compensation plans under which our equity securities are authorized for issuance. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (1) Number of securities remaining available for future issuance under equity compensation plans (1) Equity compensation plans approved by security holders 837,542 (2) $ 0.99 (5) 592,708 (4) Equity compensation plans not approved by security holders 997,500 (3) $ 3.27 - Total 1,835,042 $ 2.18 - (1) Reflects the 1-for-8 reverse stock split of our Common Stock and Series A Preferred Stock effected on September 10, 2020. (2) Prior to August 25, 2015, we granted awards under the 2008 Plan. (3) Represents shares of common stock issuable upon the exercise of warrants issued to executive officers, employees and consultants in exchange for services rendered. (4) On July 7, 2017, the 2016 Plan received shareholder approval, which permits the grant up to 625,000 shares of common stock. On December 30, 2020, we received shareholder approval to amend and restate the 2016 Plan to increase the maximum number of shares of common stock authorized from issuance by 1,375,000, from 625,000 shares to 2,000,000. (5) Includes 100,000 restricted stock units granted to the Company's Chief Financial Officer under the 2016 Plan, of which 66,666 remain unvested as of December 31, 2025. Restricted stock units have no exercise price and are excluded from the weighted average exercise price calculation. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership of our common stock and Series A preferred stock (together, “Voting Stock”) as of March 11, 2026 for: · each person (or group of affiliated persons) known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock or Series A preferred stock; · each of our directors and nominees for election to the Board; · each of the executive officers named in the summary compensation table; and · all of our directors and executive officers as a group. 69 Table of Contents We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the following table have sole voting and investment power with respect to all shares of Voting Stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 20,540,539 shares of common stock and 63,750 shares of Series A preferred stock outstanding at March 11, 2026. In computing the number of shares of Voting Stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of Voting Stock subject to options, warrants or other convertible securities held by that person or entity that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of March 11, 2026. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, the address of each person or entity in the following table is c/o TOMI Environmental Solutions, Inc., 8430 Spires Way., Suite N, Frederick, MD 21701. Shares Beneficially Owned % of Total Common Stock Series A Preferred Stock Voting Name of Beneficial Owner Shares % of Class Shares % of Class Power (1) 5% Shareholders: Lau Sok Huy (2) 2,170,139 10.6 % — — 10.6 % John F. Nelson (3) 1,469,664 7.2 % — — 7.2 % Named Executive Officers and Directors: Halden S. Shane (1)(4) 4,204,416 19.1 % 63,750 100.0 % 19.3 % Elissa J. Shane (5) 431,414 2.0 % — — 2.0 % David Vanston (6) 33,334 * — — * Francesco Fragasso (7) 20,000 * — — * Harold Paul (8) 81,300 * — — * Lim Boh Soon (9) 198,524 * — — * Executive Officers and Directors as a Group (10) 4,968,988 22.5 % 63,750 100.0 % 22.8 % * Denotes ownership of less than 1%. (1) Percentage of total voting power represents voting power with respect to all shares of our Common Stock and Series A Preferred Stock, as a single class. The holders of Common Stock and Series A Preferred Stock are each entitled to one vote per share. (2) Based on a Schedule 13D filed with the SEC by Lau Sok Huy on August 1, 2017, as amended. The address of the shareholder is 96 Robinson Road #11-04, SIF Building, Singapore 068899. (3) Based on a Schedule 13G filed with the SEC by John F. Nelson on July 23, 2025. The address of the shareholder is 3610 Deerpath Road, Middleton, WI 53562. (4) Consists of: (i) 2,538,166 shares of Common Stock held of record by Dr. Shane; (ii) 187,500 shares of Common Stock held of record by the Shane Family Trust; (iii) 125,000 shares of Common Stock held of record by Belinha Shane; and (iv) 1,353,750 shares of Common Stock issuable upon the exercise of warrants and options to purchase Common Stock held by Dr. Shane that are exercisable or will become exercisable within 60 days of March 11, 2026. Dr. Shane is a co-trustee of the Shane Family Trust and may be deemed to share voting and investment power over the securities held by the trust. Belinha Shane is Dr. Shane’s wife. Dr. Shane disclaims ownership of such shares held by his wife, except to the extent of his pecuniary interest. (5) Consists of: (i) 267,664 shares of Common Stock held of record by Ms. Shane; and (ii) 163,750 shares of Common Stock issuable upon the exercise of warrants and options to purchase Common Stock held by Ms. Shane that are exercisable or will become exercisable within 60 days of March 11, 2026. (6) Consists of: 33,334 shares of Common Stock held of record by Mr. Vanston. (7) Consists of: 20,000 shares of Common Stock held of record by Mr. Fragasso. (8) Consists of: 81,300 shares of Common Stock held of record by Mr. Paul. (9) Consists of 198,524 shares of Common Stock held of record by Dr. Lim. (10) Consists of: (i) 3,451,488 shares of Common Stock; (ii) 987,500 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock; and (iii) 530,000 shares of Common Stock issuable upon exercise of stock options that are exercisable or will become exercisable within 60 days of March 11, 2026. 70 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence Transactions with Related Persons For the year ended December 31, 2025, there were no transactions, arrangements or relationships in which we were a participant, the amount involved exceeded $120,000, and in which any director, executive officer, nominee for director, beneficial owner of more than 5% of our common stock, or any immediate family member of any such person had a direct or indirect material interest, as defined under Item 404 of Regulation S-K. Independence of the Board Based upon information submitted by Mr. Fragasso, Mr. Paul, and Dr. Lim, the Board has determined that each of them is “independent” under Nasdaq corporate governance rules. Dr. Shane and Ms. Elissa Shane are notindependent directors as they are employees of the Company. No director will be considered “independent” unless the Board affirmatively determines that the director has no direct or indirect material relationship with the Company. As of the date of this Annual Report on Form 10-K, the Board's independent directors are Mr. Fragasso, Mr. Paul and Dr. Lim. Our Board has three separate standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. We have made each of our committee charters available on our website at http://investor.tomimist.com/. Item 14. Principal Accounting Fees and Services Accountant Fees The following table presents the aggregate fees billed for audit and other services provided by our independent registered public accounting firm, Rosenberg Rich Baker Berman, P.A., during the 2025 and 2024 fiscal years: For the years ended December 31, 2025 2024 Audit Fees (1) $ 220,000 $ 162,500 Audit-Related Fees (2) - - Tax Fees (3) - - All Other Fees (4) 10,000 - Total $ 230,000 $ 162,500 (1) Audit Fees: Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit fees do not include fees for comfort letters or consents related to registration statements, which are reported separately under “All Other Fees." (2) Audit-Related Fees : Audit-related fees represent professional services rendered for assurance and related services by Rosenberg Rich Baker Berman, P.A. that were reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees. (3) Tax Fees : Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. (4) All Other Fees : For the year ended December 31, 2025, all other fees of $10,000 represent fees billed by Rosenberg Rich Baker Berman, P.A. for the issuance of comfort letters and consents in connection with the Company's registration statement on Form S-3 (File No. 333-291563) declared effective December 8, 2025, and the related prospectus supplement filed pursuant to Rule 424(b)(5) in connection with the Company's ELOC. 71 Table of Contents Pre-Approval Policies and Procedures of the Audit Committee Consistent with the rules and regulations promulgated by the Securities and Exchange Commission, the Audit Committee approves the engagement of our independent registered public accounting firm and is also required to pre-approve all audit and non-audit expenses. All of the services described above were approved by the Audit Committee in accordance with its procedure. We do not otherwise rely on pre-approval policies and procedures. Item 15. Exhibits Schedules Documents filed as part of this report: 1. Schedules to Financial Statements. All financial statement schedules have been omitted because they are either inapplicable or the information required is provided in our consolidated financial statements and the related notes thereto, included in Part II, Item 8 of this Annual Report on Form 10-K. 2. The exhibits listed on the accompanying Exhibit Index are filed (or incorporated by reference herein) as part of this Annual Report on Form 10-K. Item 16. Form 10-K Summary None. 72 Table of Contents PART IV EXHIBIT INDEX Exhibit Number Description of Exhibit Form File No. Date Exhibit Filed Herewith 3.1 Articles of Restatement of the Registrant, effective October 6, 2009 S-1 333-162356 10/6/2009 3.1 3.2 Articles of Amendment of Articles of Incorporation of the Registrant, effective October 24, 2011 8-K 000-09908 11/07/2011 3 3.3 Articles of Amendment of Articles of Incorporation of the Registrant, effective September 10, 2020 8-K 000-09908 9/14/2020 3.1 3.4 Amended Bylaws of the Registrant, adopted effective November 2, 2007 10-Q 000-09908 5/16/2016 3.2 3.5 Amendment to Amended Bylaws of the Registrant, adopted effective January 29, 2016 8-K 000-09908 2/1/2016 3.2 4.1 Specimen certificate evidencing shares of common stock of the Registrant S-3 333-249850 11/4/2020 4.1 4.2 Description of Registrants Securities 10-K 001-39574 03/29/2022 4.2 4.3 Form of Warrant to Purchase Common Stock 10-Q 000-09908 05/17/2021 4.1 4.4 Form of Non-Qualified Stock Option Agreement 10-Q 000-09908 05/17/2021 4.2 4.5 Form of Common Stock Purchase Warrant 8-K 000-09908 09/26/2021 4.1 4.6 Form of Placement Agent Warrant 8-K 000-09908 09/26/2021 4.2 4.7 Form of TOMI Environmental Solutions, Inc. 12% Convertible Note 8-K 001-39574 11/07/2023 10.2 10.1+ Amended and Restated 2016 Equity Incentive Plan, as adopted by the Registrant’s stockholders on December 30, 2020 DEF 14A 001-39574 12/2/2020 Appendix A 10.2+ Offer Letter, dated January 15, 2016, by and between the Registrant and Dr. Halden Shane 10-Q 000-09908 5/16/2016 10.2 10.3+ Form of Appointment to the Board of Directors as Independent Director of the Registrant 10-Q 000-09908 5/16/2016 10.3 10.4+ Employment Agreement, entered into as of January 5, 2018, by and between the Registrant and Elissa J. Shane, effective as of January 1, 2018 8-K 000-09908 1/8/2018 10.4 10.5 Form of Securities Purchase Agreement dated as of September 26, 2021, between the Registrant and the purchasers named therein 8-K 000-09908 09/26/2021 10.6 10.6 Form of Securities Purchase Agreement, dated as of November 7, 2023, between TOMI Environmental Solutions, Inc. and the purchasers named therein 8-K 001-39574 11/07/2023 10.7 10.7 Form of Registration Rights Agreement, dated as of November 7, 2023, between TOMI Environmental Solutions, Inc. and the purchasers named therein 8-K 001-39574 11/07/2023 10.8 10.8+ Offer Letter, dated May 29, 2025, by and between the Registrant and David Vanston X 10.9 Equity Purchase Agreement dated November 5, 2025 by and between the Registrant and Hudson Global Ventures, LLC 8-K 001-39574 11/12/2025 10.10 10.10 Registration Rights Agreement dated November 5, 2025 by and between the Registrant and Hudson Global Ventures, LLC 8-K 001-39574 11/12/2025 10.11 14.1 Code of Ethics 10-K 000-09908 3/31/2009 14 19.1 Insider Trading Policy 10-K/A 000-09908 5/1/2025 19.1 21.1 Subsidiaries of the Registrant X 73 Table of Contents 24.1 Power of Attorney (included in signature page) X 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1# Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 Compensation Recoupment Policy 10-K/A 000-09908 5/1/2025 97 101.INS XBRL Instance Document X 101.SCH XBRL Taxonomy Extension Schema X 101.CAL XBRL Taxonomy Extension Calculation Linkbase X 101.DEF XBRL Taxonomy Extension Definition Linkbase X 101.LAB XBRL Taxonomy Extension Label Linkbase X 101.PRE XBRL Taxonomy Extension Presentation Linkbase X 104 Cover Page Interactive Data File X + Indicates a management contract or compensatory plan. # The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Registrant specifically incorporates the foregoing information into those documents by reference. Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a) (6) of Regulation S-K 74 Table of Contents 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. DATED: March 31, 2026 TOMI ENVIRONMENTAL SOLUTIONS, INC. /s/ HALDEN S. SHANE Halden S Shane Chairman of the Board and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY The undersigned directors and officers of TOMI Environmental Solutions, Inc. constitute and appoint Halden S. Shane and David Vanston, or either of them, as their true and lawful attorney and agent with power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments hereto; and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done 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 dates indicated. Signature Title Date /s/ HALDEN S. SHANE Chairman of the Board and Chief Executive Officer (Principal Executive Officer) March 31, 2026 Halden S. Shane /s/ DAVID VANSTON Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 31, 2026 David Vanston /s/ ELISSA J. SHANE Director March 31, 2026 Elissa J. Shane /s/ FRANCESCO FRAGASSO Director March 31, 2026 Francesco Fragasso /s/ HAROLD W. PAUL Director March 31, 2026 Harold W. Paul /s/ LIM BOH SOON Director March 31, 2026 Lim Boh Soon 75