What changed in this filing

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Item 1. Business

2026-03-23 compared with 2025-04-01 · 56 added, 43 removed, 365 unchanged (21% of the section changed)

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and foreign defense departments.

We enjoy strong name recognition in our markets under our Ultralife ® , Ultralife HiRate ® , Ultralife Thin Cell ® , Ultralife Batteries Inc.

® , Lithium Power ® , McDowell Research ® , AMTI™, ABLE™, ACCUTRONICS™, ACCUPRO™, ENTELLION™, SWE Southwest Electronic Energy Group™, SWE SEASAFE™, Excell Battery Group™ and Criterion Gauge™ brands, among others.

Historically, we utilized the following brands, tradenames and trademarks (“sub-brands”) to promote our products in the markets we serve:

Ultralife®, Ultralife Thin Cell®, Ultralife HiRate®, Ultralife & design®, LithiumPower®, LithiumPower & Design®, SMART CIRCUIT®, SMARTCIRCUIT®, SMART CIRCUIT & design®, SODIUMPOWER®, SODIUMPOWER (design)®, WE.

POWER®, AMTI®, ABLE™, ACCUTRONICS™, ACCUPRO™, ENTELLION™, McDowell Research®, SWE DRILL-DATA®, SWE SEASAFE (& DESIGN)®, SWE SEASAFE DIRECT®, SWE SOUTHWEST ELECTRONIC ENERGY CORP®, SWE Southwest Electronic Energy Group®, Excell Battery Group™ and Criterion Gauge™, POW-R BMS®, POW-R-BMS®, POW-R TOTE® and Electrochem®.

As explained below, our rebranding initiative will eliminate or de-emphasize our reference to the sub-brands going forward.

We have sales, operations and product development facilities in North America, Europe and Asia.

As part of our strategic evolution, in October 2025, Ultralife decided to undergo a comprehensive rebranding initiative that consolidates all sub-brands under a singular, unified master brand – Ultralife.

This move reflects our commitment to clarity, consistency and amplified brand equity across all markets.

By streamlining our global identity, we aim to strengthen customer recognition, enhance operational efficiency and better align to our customers’ needs with a singular, powerful brand narrative.

To this end, the Accutronics, Southwest Electronic Energy, Excell Battery, McDowell Research and AMTI brands will no longer be emphasized.

The Electrochem brand will remain, but as a product brand on select primary cells.

This transformation positions Ultralife for ongoing growth and stronger market impact as we continue to lead in mission critical battery and RF power solutions.

This rebranding initiative had a non-cash impact of $12,181 to reduce the value of our tradename and trademark intangible assets recorded during our 2025 fourth quarter.

We report our results in two operating segments:

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The Communications Systems segment includes RF amplifiers, power supplies, cable and connector assemblies, amplified speakers, equipment mounts, case equipment, man-portable systems, integrated communication systems for fixed or vehicle applications and communications and electronics systems design.

We believe that reporting performance at the gross profit level is the best indicator of segment performance.

As such, we report segment performance at the gross profit level and operating expenses as Corporate charges.

We believe that segment contribution, defined as gross profit less direct selling, general and administrative (“SG&A”) and research and development expenses, is the best indicator of segment performance.

As such, we report segment results at the segment contribution level.

(See Note 10 in the notes to consolidated financial statements contained in Item 8 of this Form 10-K.)

Our website address is www.ultralifecorporation.com.

We make available free of charge via a hyperlink on our website (see Investor Relations link on the website) our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports and statements as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”).

We make available free of charge via a hyperlink on our website (see Investors link on the website) our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports and statements as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”).

We will provide copies of these reports upon written request to the attention of Philip A.

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Communications Systems

Under our McDowell Research and AMTI brands, we design and manufacture a line of communications systems and accessories to support military communications requirements and under our Ultralife brand we provide system integration products and services.

We design and manufacture a line of communications systems and accessories to support military communications requirements and under our Ultralife brand we provide system integration products and services.

The military systems include RF amplifiers, power supplies, power cables, connector assemblies, amplified speakers, equipment mounts, case equipment, man-portable systems and integrated communication systems for fixed or vehicle applications such as vehicle amplifier-adaptors (“VAA”) for multiple programs.

These programs include Vehicle Installed Power Enhanced Rifleman Appliqué (“VIPER”) systems, U.S.

Army Leader Radio Program, U.S.

Army’s Security Force Assistance Brigades (“SFABs”) and SATCOM systems.

Key programs include U.S.

Army Leader Radio Program and Family of Special Operations Vehicles (FOSOV) which is a U.S.

Special Operations Command program managing ground mobility and focusing on vehicle sustainment and technology upgrades.

All systems are packaged to meet specific customer needs in rugged enclosures to allow for their use in extreme environments.

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Corporate had no revenues for the years ended December 31, 2025, and 2024.

Corporate operating expenses, including costs incurred in connection with business acquisitions, were $10,223 and $8,759 for the years ended December 31, 2024 and 2023, respectively.

Corporate operating expenses, including costs incurred in connection with business acquisitions and other non-recurring actions, were $24,835 and $10,223 for the years ended December 31, 2025, and 2024, respectively.

For 2025, the one-time intangible asset impairment charge resulting from our global rebranding of $12,181 is included in Corporate operating expenses.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations and the 2025 Consolidated Financial Statements and Notes thereto contained in this Form 10-K Annual Report for additional information on the expenses referred to above.

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Our acquisition of Excell has been an important component of our strategy to diversify commercial revenue and expand the end markets we serve.

Acquiring Excell has allowed us to further scale our Battery & Energy Products business and drive the operating leverage of our business model, expand into OEM device verticals that we do not presently serve, enhance our contributed value to both our customers and realize cost synergies.

Acquiring Excell has allowed us to further scale our Battery & Energy Products business and drive the operating leverage of our business model, expand into OEM device verticals that we did not previously serve, enhance our contributed value to our customers and realize cost synergies.

Furthermore, we utilize Excell experienced technical resources in our global new product initiatives and add a complementary line of highly engineered products, both existing and in development, that are costly for our customers to substitute with products of a competitor.

On October 31, 2024, we acquired Electrochem Solutions, Inc, a Massachusetts corporation (“Electrochem”).

Based in Raynham, MA with over forty years of battery technology experience in critical applications where the cost of failure is high, Electrochem designs and manufactures primary lithium metal and ultracapacitor cells and battery packs serving energy, military and various environmental, industrial and utility end markets.

Based in Raynham, Massachusetts with over forty years of battery technology experience in critical applications where the cost of failure is high, Electrochem designs and manufactures primary Lithium metal and ultracapacitor cells and battery packs serving energy, military and various environmental, industrial and utility end markets.

Acquiring Electrochem advances our strategy of more fully realizing the operating leverage of our business model through scale and creates opportunities for gross margin expansion through the realization of manufacturing cost efficiencies, U.S.-based vertical integration, supply chain and lean initiatives.

Electrochem primarily services a blue-chip customer base with little or no overlap with Ultralife’s customers, has long-tenured technical resources which we plan to utilize in progressing our global new product initiatives, and has a complimentary portfolio of highly engineered thionyl, sulfuryl and bromine chloride cells and packs which can be commercially cost prohibitive to substitute or replace.

We view this acquisition as an avenue to create highly attractive opportunities to drive revenue growth through heightened cross-selling platforms and extend our reach into underserved adjacent markets that demand uncompromised safety, service, reliability and quality.

Electrochem primarily services a blue-chip customer base which had little or no overlap with Ultralife’s other customers, has long-tenured technical resources which we are utilizing in advancing our global new product initiatives, and has a complimentary portfolio of highly engineered Thionyl, Sulfuryl and Bromine Chloride cells and packs which can be commercially cost prohibitive to substitute or replace.

We believe this acquisition has created highly attractive opportunities to drive revenue growth through heightened cross-selling activities and extends our reach into underserved adjacent markets that demand uncompromised safety, service, reliability and quality.

Furthermore, with Electrochem we believe we are increasing our value to our customers and significantly strengthening our competitive position in our end markets.

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We market our line of Lithium cells and batteries to the OEM market for commercial, defense, medical, asset tracking and search and rescue applications, among others.

Significant commercial applications include oil and gas, pipeline inspection equipment, automatic re-closers and oceanographic and subsea devices.

Significant commercial applications include oil and gas downhole drilling, pipeline inspection equipment, automatic re-closers and oceanographic and subsea devices.

Asset tracking applications include Radio Frequency Identification (“RFID”), cellular, and Bluetooth systems.

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Communications Systems

Under our McDowell Research and AMTI brands, we design and manufacture a line of communications systems and accessories to support military communications systems, including RF amplifiers, power supplies, power cables, connector assemblies, amplified speakers, equipment mounts, case equipment, man-portable systems and integrated communication systems for fixed or vehicle applications such as vehicle amplifier-adaptors.

We design and manufacture a line of communications systems and accessories to support military communications systems, including RF amplifiers, power supplies, power cables, connector assemblies, amplified speakers, equipment mounts, case equipment, man-portable systems and integrated communication systems for fixed or vehicle applications such as vehicle amplifier-adaptors.

We package all systems to meet specific customer needs in rugged enclosures to allow their use in extreme environments and under our Ultralife Corporation brand provide system integration products and services for commercial requirements.

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rugged, deployable case systems;

and multiband transceiver kits.

integrated information technology systems and multiband transceiver kits.

These systems provide enhanced capabilities which enable communications operators to provide links to support Command, Control, Communications, Computers, Cyber and Intelligence, Surveillance and Reconnaissance.

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The procurement laws and regulations also contain guidelines for managing contracts after they are awarded, including conditions under which contracts may be terminated, in whole or in part, at the government’s convenience or for default.

Failure to comply with applicable procurement laws or regulations can result in civil, criminal or administrative proceedings involving fines, penalties, suspension of payments, or suspension or debarment from government contracting or subcontracting for a period of time.

Even if a contract is awarded to us there is no guarantee that the government will order any product under the contract.

We have one major customer, a large global defense primary contractor, which comprised 23% of our total revenues in 2024, and 15% of our total revenues in 2023.

We have one major customer, L3Harris Technologies, a large global defense primary contractor, which comprised 27% of our total revenues in 2025, and 23% of our total revenues in 2024.

There were no other customers that comprised greater than 10% of our total revenues during these years.

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A key part of this expansion includes increasing our design and assembly capabilities as well as building our international network of distributors and value-added distributors.

Backlog and high confidence orders for Battery & Energy Products were approximately $95,000 and $92,000 as of December 31, 2024 and 2023, respectively, reflecting continued high demand for our medical, government and defense, and oil and gas batteries.

The 2024 year-end Battery & Energy Products backlog and high confidence orders are primarily related to orders that are expected to ship throughout 2025.

Backlog orders for Battery & Energy Products were approximately $102,000 and $95,000 as of December 31, 2025, and 2024, respectively, reflecting continued high demand for our medical, government and defense, and oil and gas batteries.

The 2025 year-end Battery & Energy Products backlog orders are primarily related to orders that are expected to ship throughout 2026.

Communications Systems

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and internationally.

Sales targets for commercial products include integrated systems for information technology equipment to support fixed, mobile and deployable locations.

Sales for commercial products include integrated systems for information technology equipment to support fixed, mobile and deployable locations.

We sell our products directly to commercial businesses in the U.S.

At December 31, 2024 and 2023, our backlog and high confidence orders related to Communications Systems orders were approximately $7,600 and $11,500, respectively.

The 34% decrease in our Communications Systems backlog and high confidence orders at December 31, 2024 is primarily a result of fulfillment in 2024 of purchase orders received in prior years to supply a global defense prime with our Vehicle Amplifier-Adaptors for the U.S.

Army’s Leader Radio program and to supply an international defense contractor with our amplifiers and radio vehicle mounts for an ongoing allied country government/defense modernization program as well as the timing of future orders with these customers in 2025.

The 2024 year-end Communications Systems backlog and high confidence orders are related to orders that are expected to ship throughout 2025.

At December 31, 2025, and 2024, our backlog orders related to Communications Systems orders were approximately $8,200 and $7,600, respectively.

The 2025 year-end Communications Systems backlog orders are expected to ship throughout 2026.

Patents, Trade Secrets and Trademarks

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We believe, however, that our success depends more on the knowledge, ability, experience and technological expertise of our employees, than on the legal protection that our patents and other proprietary rights may or will afford.

We hold fifty-two patents issued in the U.S., six patents issued in the European Union member states, seven patents issued in the European Union, eight patents issued in the United Kingdom, five patents issued in Japan, four patents issued in India, four patents issued in South Korea, four patents issued in Canada, three patents issued in China, three patents issued in Taiwan, two patents issued in Norway, one patent issued in Australia, one patent issued in Hong Kong, one patent issued in Iceland, one patent issued in Mexico and one patent issued by the World Intellectual Property Organization.

We hold forty-six patents issued in the U.S., fourteen patents issued in the European Union member states, three patents issued in the European Union, eight patents issued in the United Kingdom, five patents issued in Japan, four patents issued in India, four patents issued in Canada, three patents issued in South Korea, three patents issued in China, three patents issued in Taiwan, two patents issued in Norway, one patent issued in Australia, one patent issued in Iceland, one patent issued in Mexico and one patent issued by the World Intellectual Property Organization.

We believe our patents protect technology that makes automated production more cost-effective and protects important competitive features of our products.

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There can be no assurance that we will be able to enforce these agreements.

All of our employees agree to abide by the terms of a Code of Ethics policy that provides for the confidentiality of certain information received during the course of their employment.

All of our employees agree to abide by the terms of a Code of Ethics policy that provides for the confidentiality of certain information received during their employment.

Nevertheless, the enforceability of such agreements is subject to public policy limitations that vary from state to state and country by country so we cannot assure that they will be enforceable in accordance with their terms, if at all.

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Manufacturing and Raw Materials

Our rebranding initiative will eliminate or de-emphasize our reference to certain trademarks going forward as disclosed earlier.

Manufacturing and Raw Materials Constraints

We manufacture our products from raw materials and component parts that we purchase.

Our manufacturing facility in Newark, New York is ISO 9001 and ISO 13485 certified.

Our Canadian manufacturing facilities in Calgary, Vancouver and Mississauga are ISO 9001 certified and ISO 13485 certified.

Our Canadian manufacturing facility in Calgary is ISO 9001 certified and ISO 13485 certified.

Our manufacturing facility in Shenzhen, China is ISO 9001, ISO 14001 and ISO 13485 certified.

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Additionally, we may elect to develop relationships with a single or limited number of sources for materials that are otherwise generally available.

Although we believe that alternative sources may in some cases be available to supply materials that could replace materials we use and that, if necessary, we would be able to redesign our products to make use of an alternative material provided extensive customer testing and recertification are not required, any interruption in our supply from any supplier that serves currently as our sole source could delay product shipments and adversely affect our financial performance and relationships with our customers.

Although we have experienced interruptions of product deliveries by sole source and other suppliers in 2024 resulting in the delay of some shipments to future periods, we cannot assure that these interruptions and delays will not have an adverse effect on us in the future.

Any interruption in our supply from any supplier that serves currently as our sole source could delay product shipments and adversely affect our financial performance and relationships with our customers.

We have experienced interruptions of product deliveries by sole source and other suppliers in 2024 and to a lesser extent in 2025 resulting in the delay of some shipments to future periods, and we cannot assure that these interruptions and delays will not have an adverse effect on us in the future.

Generally, the raw materials and components utilized for our rechargeable batteries are readily available from many sources.

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Similarly, our China and United Kingdom facilities also have capacity to produce significant quantities of non-rechargeable batteries and rechargeable battery packs beyond current volumes and are not constrained by manufacturing equipment capacity.

Our Missouri City, Texas facility has the capacity to produce significant quantities of rechargeable and non-rechargeable battery packs and is not constrained by manufacturing equipment capacity and the same is presently true for our Excell facilities in Calgary, Mississauga and Vancouver, Canada.

Our Electrochem facility in Raynham, MA has the capacity to produce significant quantities of non-rechargeable battery cells beyond current volumes and is not constrained by physical space or manufacturing equipment capacity, and it also has the physical capacity to produce non-rechargeable battery packs.

Our Electrochem facility in Raynham, Massachusetts has the capacity to produce significant quantities of non-rechargeable battery cells beyond current volumes and is not constrained by physical space or manufacturing equipment capacity, and it also has the physical capacity to produce non-rechargeable battery packs.

We continue to access the capacity of our global facilities based on increased demand for our products, and to determine constraints associated with human capital resources and/or manufacturing equipment.

The total carrying value of our Battery & Energy Products inventory, including raw materials, work in process and finished goods, amounted to $45,322 and $44,614 as of December 31, 2025, and 2024, respectively.

The year-over-year 27% increase primarily reflects our acquisition of Electrochem on October 31, 2024 and an increase in materials, including rechargeable cells, required to fulfill the backlog for our batteries primarily used in the government and defense and medical device sectors.

The year-over-year 2% increase primarily reflects the timing of shipments and the procurement of certain longer lead-time materials required to fulfill the backlog for our batteries primarily used in the government and defense and medical device sectors.

Management continuously monitors inventory levels in an effort to optimize such levels.

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The total carrying value of our Communications Systems inventory, including raw materials, work in process and finished goods, amounted to $8,686 and $6,749 as of December 31, 2025, and 2024, respectively.

The year-over-year 4% decrease is due to the fulfillment of certain large purchase orders in 2024 that contained longer lead time components to meet the commitment dates.

The year-over-year 29% increase is primarily due to the procurement of certain materials with longer lead-times to fulfill backlog orders.

Management continuously monitors inventory levels in an effort to optimize such levels.

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During 2025 and 2024, we spent $12,079 and $9,549, respectively, on research and development, including $1,681 and $1,281, respectively, on customer sponsored research and development activities, which are included in cost of products sold.

The year-over-year increase in customer sponsored research and development is due to the timing of key projects, including the development of customer-driven new products.

The year-over-year increase in customer sponsored research and development is due to the full year inclusion of Electrochem and the timing of key projects, including the development of customer-driven new products.

We expect that research and development expenditures in the future, including 2026, could increase by 10% or more over 2025 levels, based on current initiatives.

These current initiatives include the following:

completing the development and testing of new battery and power solutions in our facilities in Newark, New York, Missouri City, Texas, Raynham, Massachusetts, Canada and Newcastle-under-Lyme, UK;

our Thionyl Chloride battery project in China and new product initiatives for our Communications Systems business.

We expect that new product development is one of the factors that will drive our growth.

completing the development and testing of new battery and power solutions in our facilities in Newark, New York;

Missouri City, Texas;

Raynham, Massachusetts;

Surrey, Canada;

Newcastle-under-Lyme, UK and Shenzhen, China and new product initiatives for our Communications Systems business.

We expect that new product development is one of the key factors that will drive our growth.

As in the past, we will continue to make funding decisions for our research and development efforts based upon demand for customer applications.

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We continue to internally develop a variety of communications accessories and systems for the global defense and commercial markets to meet the ever-changing demands of our customers.

Regulatory Matters;

Government Regulation;

Environmental Considerations

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The competition ranges from development-stage companies to major domestic and international companies, many of which have financial, technical, marketing, sales, manufacturing, distribution and other resources significantly greater than ours.

We compete against companies producing batteries as well as companies producing communications systems.

We compete against companies producing batteries as well as companies producing communications system accessories.

We compete on the basis of design flexibility, performance, price, reliability and customer support.

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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 1. Business