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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-21 · 64 added, 53 removed, 109 unchanged (52% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based upon that evaluation, the CEO and the CFO concluded that, as of December 31, 2024, the company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based upon that evaluation, the CEO and the CFO concluded that, as of December 31, 2025, the company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission (SEC), and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

3 unchanged sentences

OTHER INFORMATION

On December 13, 2024 , Shalabh Gupta , Vice President, Tax and Corporate Treasurer (an officer of the Company as defined in Rule 16a-1(f) of the Securities and Exchange Act of 1934), adopted a trading plan (the “Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Securities Exchange Act of 1934.

The Plan provides for the sale of up to 20,000 shares.

The Plan will terminate on the earlier of (i) December 12, 2025 , (ii) the execution of all trades contemplated by the Plan, or (iii) the valid exercise of termination rights under the Plan by either Mr.

Gupta or the broker of the Plan.

No other directors or officers, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, of the Company adopted or terminated (i) a Rule 10b5-1 trading arrangement, as defined in Item 408(a) under Regulation S-K of the Securities Act of 1933, or (ii) a non-Rule 10b5-1 trading arrangement, as defined in Item 408(c) under Regulation S-K of the Securities Act of 1933, during the quarter ended December 31, 2024.

During the quarter ended December 31, 2025, none of our directors or officers, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, of the company adopted or terminated (i) a Rule 10b5-1 trading arrangement, as defined in Item 408(a) under Regulation S-K of the Securities Act of 1933, or (ii) a non-Rule 10b5-1 trading arrangement, as defined in Item 408(c) under Regulation S-K of the Securities Act of 1933.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

30 unchanged sentences

Number Description

3.1 Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 30, 2010)

3.2 Certificate of Amendment of the Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2011)

3.3 Certificate of Amendment of the Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 28, 2017)

3.4 Unisys Corporation Amended and Restated By-Laws of Unisys Corporation, as amended through December 14, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2022)

3.1 Amended and Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed May 14, 2025)

3.2 Certificate of Correction of the Amended & Restated Certificate of Incorporation of Unisys Corporation, effective as of November 25, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 28, 2025)

3.3 A mended & Restated By - L aws of Unisys Corporation, effective as of November 25, 2025 (incorporated by reference to Exhibit 3.2 to the Company ’ s Current Report on Form 8-K f iled November 28, 2025)

4.1 Agreement to furnish to the Commission on request a copy of any instrument defining the rights of the holders of long-term debt which authorizes a total amount of debt not exceeding 10% of the total assets of the Company (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1982 (File No.

4.2 Indenture, dated as of October 29, 2020, among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc.

and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on October 29, 2020)

4.2 Indenture, dated as of June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc.

and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed June 27, 2025)

4.3 Supplemental Indenture, dated June 27, 2025, among Unisys Corporation, Subsidiary Guarantors, as parties thereto, and Computershare Trust Company, N.A., as trustee.

(incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed June 27, 2025)

4.4 Specimen Stock Certificate representing the Company’s common stock, par value $.01 share (incorporated by reference to Exhibit 4.9 to the Company’s Form S-3 filed on June 12, 2018)

1 unchanged sentence

Form of Indemnification Agreement between Unisys Corporation and each of its Directors (incorporated by reference to Exhibit B to the Company’s Proxy Statement, dated March 22, 1988, for its 1988 Annual Meeting of Stockholders)

Deferred Compensation Plan for Directors of Unisys Corporation, as amended and restated effective April 22, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004)

2005 Deferred Compensation Plan for Directors of Unisys Corporation, as amended and restated effective December 2, 2010 except as otherwise noted therein (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)

2 unchanged sentences

Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan (incorporated by reference to the Appendix to the Company’s Proxy Statement, dated March 22, 2024, for its 2024 Annual Meeting of Stockholders)

Amendment to the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan (incorporated by reference to Appendix B to the registrant’s Definitive Proxy Statement on Schedule 14A filed March 24, 2025)

Form of TSR-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)

8 unchanged sentences

Form of Time-Based Restricted Stock Unit Agreement dated as of February 25, 2022 between the Company and Peter Altabef (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Profit Based Cash Award Agreement

Form of TSR-Based Cash Award Agreement

Form of Restricted Stock Unit Agreement

Form of TSR-Based Restricted Stock Unit Agreement

Form of Profit Based Cash Award Agreement dated as of February 26, 2024 between the Company and Peter Altabef

Form of TSR-Based Cash Award Agreement dated as of February 26, 2024 between the Company and Peter Altabef

Form of Restricted Stock Unit Agreement dated as of February 26, 2024 between the Company and Peter Altabef

Form of TSR-Based Restricted Stock Unit Agreement dated as of February 26, 2024 between the Company and Peter Altabef

Form of Profit Based Cash Award Agreement (inc orporated by referenc e to Exhibit 10.17 to the Company ’ s Annual Report on Form 10-K for t he year ended December 31, 2024)

Form of TSR-Based Cash Award Agreement (incorporated by reference to Exhibit 10.1 8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.19 to th e Company ’ s Annual Report on Form 10-K for the year ended December 31, 2024)

Form of TSR-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.

20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Form of Profit Based Cash Award Agreement dated as of February 26, 2024 between the Company and Peter Altabef (incorporated by reference to Exhibit 10.2 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Form of TSR-Based Cash Award Agreement dated as of February 26, 2024 between the Company and Peter Altabef (incorporated by reference to Exhibit 10.2 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Form of Restricted Stock Unit Agreement dated as of February 26, 2024 between the Company and Peter Altabef (incorporated by reference to Exhibit 10.2 3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Form of TSR-Based Restricted Stock Unit Agreement dated as of February 26, 2024 between the Company and Peter Altabef (incorporated by reference to Exhibit 10.2 4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

Unisys Executive Annual Variable Compensation Plan (incorporated by reference to Exhibit A to the Company’s Proxy Statement, dated March 23, 1993, for its 1993 Annual Meeting of Stockholders)

Form of TSR-Based Cash Award Agreement (incorporated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q for the quarterl y period ended March 31, 2025)

Form Profit-Based Cash Award Agreement (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025)

Form of Restric ted Stock Unit Agreement (incorporated by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025)

Unisys Corporation 2005 Deferred Compensation Plan, as amended and restated effective September 19, 2014 except as otherwise noted therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014)

Form of Executive Employment Agreement by and between Unisys Corporation and each of its executive officers (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)

Form of Executive Employment Agreement by and between Unisys Corporation and each of its executive officers (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10- Q for the quarterly period ended June 3 0 , 20 24 )

Form of Executive Employment Agreement by and between Unisys Corporation and each of its executive officers (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024)

Form of letter agreement by and between Unisys Corporation and each of its executive officers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 16, 2014)

Form of Executive Severance Letter of Agreement by and between Unisys Corporation and each of its ex ecutive officers (incorpor ated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024)

Form of Executive Severance Letter of Agreement by and between Unisys Corporation and each of its executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024)

Unisys Corporation Executive Life Insurance Program, as amended and restated effective April 22, 2004 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)

7 unchanged sentences

Employment Agreement, dated December 12, 2014, between Unisys Corporation and Peter Altabef (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014)

Transition Agreement and General Release dated December 5, 2024 , between U nis ys Corporation and Peter Altabef

A mended Offer Letter dated December 5, 2024, between Unisys Corporation and Mi chael M.

10.42 Security Agreement dated as of October 29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc.

and Wells Fargo Bank, National Association, as Collateral Trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 29, 2020)

10.43 Collateral Trust Agreement dated as of October 29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc.

and Wells Fargo Bank, National Association, as Collateral Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 29, 2020)

Transition Agreement and General Release dated December 5, 2024, between Unisys Corporation and Peter Altabef (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024)

Amended Offer Letter dated December 5, 2024, between Unisys Corporation and Michael M.

Thomson (incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024)

10.45 A&R Security Agreement, dated as of June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc.

and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed June 27, 2025)

10.46 A&R Collateral Trust Agreement, dated as of June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc.

and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed June 27, 2025)

10.47 Amended and Restated Credit Agreement dated as of October 29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 29, 2020)

1 unchanged sentence

10.49 Amendment No.1 dated as of June 2, 2023 to Amended and Restated Credit Agreement dated as of October 29, 2020 by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023)

10.47 Amendment No 2, dated as of October 28, 2024 to Amended and Restated Credit Agreement dated as of October 29, 2020 and amended as of June 2, 2023 and as of October 28, 2024 by and among Unisys Corporation , the lenders parties thereto and Bank of America, N.A., as Ad ministrative Agent , Sole Bookrunner and Sole Lead Arranger (incorporated by reference to Exhibit 10 .1 to t he Company ’ s Current Report on Form 8-K filed on October 30, 2024)

10.50 Amendment No 2, dated as of October 28, 2024 to Amended and Restated Credit Agreement dated as of October 29, 2020 and amended as of June 2, 2023 and as of October 28, 2024 by and among Unisys Corporation, the lenders parties thereto and Bank of America, N.A., as Administrative Agent, Sole Bookrunner and Sole Lead Arranger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2024)

10.51 Amendment No.

3 to Amended and Restated Credit Agreement, dated June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., and Bank of America, N.A., as administrative agent on behalf of the lenders party thereto.

(incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed June 27, 2025)

10.52 ABL Intercreditor Agreement dated as of October 29, 2020 by and among JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Collateral Trustee, and Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 29, 2020)

19 Unisys Insider Trading and Securities Transactions Policy

10.53 First Amendment to ABL Intercreditor Agreement, dated as of June 27, 2025, by and among Unisys Corporation, Unisys Holding Corporation, Unisys AP Investment Company I, Unisys NPL, Inc., Computershare Trust Company, N.A., as collateral trustee, and Bank of America, N.A., as administrative agent on behalf of the lenders party to the ABL Credit Agreement.

(incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed June 27, 2025)

19 Unisys Insider Trading and Securities Transactions Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024)

21 Subsidiaries of the Company

23.1 Consent of Grant Thornton LLP (PCAOB ID 248 )

23.2 Consent of PricewaterhouseCoopers LLP (PCAOB ID 238 )

24 Power of Attorney

31.1 Certification of Peter A.

Altabef, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.1 Certification of Michael M.

Thomson , Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2 Certification of Debra McCann, Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1 Certification of Peter A.

Altabef, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

32.1 Certification of Michael M.

Thomson , Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

32.2 Certification of Debra McCann, Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

7 unchanged sentences

UNISYS CORPORATION

Chair and Chief Executive Officer

/s/ Michael M.

Chief Executive Officer and President

February 25, 2026

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 indicated on February 25, 2026.

Altabef *John Kritzmacher

Altabef John Kritzmacher

Chair and Chief Executive Officer Director

/s/ Michael M.

/s/ Deborah Lee James

Deborah Lee James

Chief Executive Officer, President and Director

(principal executive officer)

/s/ Debra McCann *Paul E.

Debra McCann Paul E.

/s/ Debra McCann /s/ John Kritzmacher

Debra McCann John Kritzmacher

Executive Vice President and Chief Financial Officer Director

3 unchanged sentences

(principal accounting officer)

*Nathaniel A.

Davis *Troy K.

Davis Troy K.

Altabef /s/ Regina M.

Altabef Regina M.

Director Director

Desch *Lee D.

/s/ Nathaniel A.

Davis Troy K.

Director Director

*Philippe Germond *Roxanne Taylor

Philippe Germond Roxanne Taylor

/s/ Matthew J.

/s/ Roxanne Taylor

Desch Roxanne Taylor

Director Director

*Deborah Lee James

Deborah Lee James

Attorney-in-fact

/s/ Philippe Germond

Philippe Germond

UNISYS CORPORATION

9 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