What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-20 · 490 added, 433 removed, 848 unchanged (52% of the section changed)

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Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31,

The term “disclosure controls and procedures,” as defined in Rules 13a-15€ and 15d-15(e) under the

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by

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We have adopted

and maintain disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that

and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that

are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such

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in GAAP presentation, especially of complex instruments, to devise and implement effective disclosure controls and procedures over internal

Management’s Report on Internal Control

over Financial Reporting

Management’s Report on Internal Control over

Financial Reporting

Management is responsible for establishing and maintaining

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and is executing a remediation plan to address the previously disclosed material weaknesses, due to inadequate staffing levels.

retained a full-time Staff Accountant and a controller.

We have also selected and implemented a robust operating system and we are utilizing

the assistance of outside advisors where appropriate.

retained a full-time Controller and an accounts payable clerk.

We have also selected and implemented a robust operating system and we

are utilizing the assistance of outside advisors where appropriate.

To remediate the existing

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Directors, Executive Officers and Corporate Governance.

Information About our Executive Officers and

Information About our Executive Officers and Directors

Our business and affairs are organized under the direction

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Executive Officers:

President and Chief Executive Officer, Director

Chief Financial & Administrative Officer

Chief Executive Officer, Interim Chief Financial Officer, President and Chairman of the Board

Preston Yarborough

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Non-Employee Directors:

Neil Ross (1)(2)(3)(6)

Kevin Schuyler (1)(2)(3)(4)

Marcia Kull (1)(2)(3)

Larry Swets, Jr.

Carol Craig (1)(2)(3)(6)

(1) Member of the audit committee

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(5) Chair of compensation committee

(6) Chair of nominating and corporate governance

(6) Chair of nominating and corporate governance committee

Executive Officers

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in January 2025.

With over 25 years of executive level operational and financial experience, Mr.

Visconti was the founder, CEO and President

of two previous companies, the first company was a regional Investment Bank that he built to over 400 employees and sold in 2000.

second company was ValueRich, a financial media company that was taken public on the American Stock Exchange in 2007.

ValueRich transitioned

from media related business to Twin Vee PowerCats, Inc.

Visconti has experience building teams of professionals with a focus

on product development and bringing those products to market.

Visconti received his Associate’s degree from Lynn University

In January 2026, we appointed Mr.

Visconti as Interim Chief Financial Officer.

With over 25 years of executive level

operational and financial experience, Mr.

Visconti was the founder, CEO and President of two previous companies, the first company was

a regional Investment Bank that he built to over 400 employees and sold in 2000.

The second company was ValueRich, a financial media company

that was taken public on the American Stock Exchange in 2007.

ValueRich transitioned from media related business to Twin Vee PowerCats,

Visconti has experience building teams of professionals with a focus on product development and bringing those products

Visconti received his Associate’s degree from Lynn University in 1984.

We believe that Mr.

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us and our majority shareholder company and his operational and financial experience makes him well qualified to be a director of the

Dickerson has been our Chief Financial

& Administrative Officer since April 2024.

Dickerson has 35 years of corporate experience in senior and executive level finance

and operational roles, including finance & accounting, treasury, investor relations & corporate communications, risk management

and other related roles.

In February 2024, he served in a consulting capacity at Savannah River Logistics as their Executive Vice President,

Chief Financial & Administrative Officer, and Treasurer.

From August 2022 until November 2023, he served as Vice President, Investor

Relations & Risk Management, at Dorman Products, Inc.

From August 2018 to March 2022, he served as Vice President,

Corporate Communications & Investor Relations, at Aaron’s Inc.

We believe Mr.

Dickerson’s extensive operational

and financial expertise in public companies along with his experience in various leadership roles make him a valuable member of Twin Vee’s

Preston Yarborough has been our Vice President

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Independent Directors

Neil Ross has been a member of our Board

of Directors since April 8, 2021 and was previously a member of the Forza X1, Inc.

Board of Directors.

He has over 30 years of experience

in launching products and companies and promoting and growing brands.

He has served as the Chief Executive Officer of James Ross Advertising

since founding it in February 2003.

Most notably, Neil has extensive marine experience partnering with brands like Galati Yachts Sales,

Jefferson Beach Yacht Sales, Allied Marine, Bertram Yachts, Twin Vee, Jupiter Marine and Sealine to name a few.

Ross received his

Bachelor’s degree from Florida State University.

We believe Mr.

Ross’ experience in the yacht

and boating industry as well as his expertise in brand awareness and growth makes him well qualified to be a director of the Company.

Kevin Schuyler, CFA has served as our non-executive Chairman

of the Board since June 2022, our director since June 2022 and is our Lead Independent Director.

Kevin is a Managing Director for CornerStone

Partners, an institutional investment adviser.

Before joining CornerStone Partners in 2006, he was the chief investment officer at The

Nature Conservancy, the world’s largest not-for-profit conservation organization.

Kevin began his professional career working at

the Chicago Board of Trade with Louis Dreyfus Corporation and later was a management consultant with McKinsey & Company.

on the board of Wildrock, Inc., a local not-for-profit, and is a director and Chairman of the Board of Adial Pharmaceuticals, a NASDAQ-listed

company (ADIL).

A member of the Chartered Financial Analyst Society of Virginia, Kevin graduated with honors from Harvard College and

earned an MBA from the Darden Graduate School of Business at the University of Virginia.

Kevin Schuyler, CFA has served as our non-executive

Chairman of the Board since June 2022, our director since June 2022 and is our Lead Independent Director.

Schuyler is a Managing Director

for CornerStone Partners, an institutional investment adviser.

Before joining CornerStone Partners in 2006, he was the chief investment

officer at The Nature Conservancy, the world’s largest not-for-profit conservation organization.

Schuyler began his professional

career working at the Chicago Board of Trade with Louis Dreyfus Corporation and later was a management consultant with McKinsey &

Schuyler serves on the board of Wildrock, Inc., a local not-for-profit, and is a director and Chairman of the Board of Adial

Pharmaceuticals, a NASDAQ-listed company (ADIL).

A member of the Chartered Financial Analyst Society of Virginia, Mr.

Schuyler graduated

with honors from Harvard College and earned an MBA from the Darden Graduate School of Business at the University of Virginia.

We selected Mr.

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him with a broad understanding of the financial markets and the financing opportunities available to us.

Marcia Kull has been a member of our Board of Directors since November

2024 and was previously a member of the Forza X1, Inc.

Board of Directors.

Since November 2017, Ms.

Kull has served as President of SheGoes,

A tested and successful marine industry executive, Marcia has guided founders and CEOs from start-ups to century-old companies in

executive sales, operations, and legal roles.

She served most recently as Chief Transition Officer for Seven Marine, a Wisconsin-based

outboard engine manufacturer, guiding integration efforts following Volvo Penta’s 2017 acquisition.

Marcia served as President of

Torqeedo, Inc., a world leader in marine electric propulsion, responsible for global revenue development and marketing.

Previously, she

was Vice President-Marine Sales for Volvo Penta, leading sales teams and distribution strategies for leisure and commercial marine segments

throughout the North America.

From 1996 through 2004, Marcia worked for Genmar Holdings, at the time the largest manufacturer of recreational

boats, rising to Senior Vice President- Operations, with overall responsibility for engine purchasing strategy, customer service and warranty

and product safety.

She also launched innovative dealer programs across the 2000+ Genmar global dealer network.

Marcia’s active

role in marine industry trade and governmental activities includes serving on the Executive Board of Directors for the National Marine

Manufacturer’s Association (NMMA) from 2013-2017.

She was Chairperson of the NMMA’s Engine Manufacturers Board of Directors,

the first woman to chair that committee, following a four-year stint as its Vice Chair.

She chaired the NMMA Boating Industry Risk Management

Council for six years.

In 2007, she was appointed to the National Boating Safety Advisory Council by the Secretary of the Department of

Homeland Security and served two terms as a manufacturer representative.

Kull also practiced as a trial attorney for over

11 years where she specialized in defending manufacturers in complex products liability, warranty and other business litigation.

received her bachelor’s degree from the University of Iowa and her JD from the University of Iowa College of Law.

We believe Ms.

Kull’s business experience, particularly

in the boating industry as well as her legal expertise makes her well qualified to be a director of the Company.

Larry Swets, Jr.

has been a member of our board

of directors since December 2025.

He has over 25 years of experience within financial services encompassing both non-executive and executive

Swets founded Itasca Financial LLC, an advisory and investment firm, where he has served as Managing Member since

its inception, providing strategic consulting, capital structuring, and investment oversight to a range of clients and portfolio companies.

In August 2018, he expanded his entrepreneurial endeavors by founding Itasca Golf Managers, Inc., a management services and advisory firm

focused on operational management, capital improvement, and strategic growth initiatives in the real estate and hospitality industries.

Since February 2024, Mr.

Swets has served as Head of Merchant Banking of FG Nexus Inc.

(“FGNX”), formerly FG Financial Group

FGF) which operates as a Ethereum Treasury Company and previously as a reinsurance and asset management holding company.

His leadership at FGNX is underpinned by a long tenure on its Board of Directors, which he has served on since November 2013.

work with FGNX, Mr.

Swets has also served as Chief Executive Officer of Greenland Exploration Corp.

since June 2025 and maintains an active

presence across several corporate boards.

He has been a Director of GreenFirst Forest Products Inc.

GFP), a public company investing

in the forest products industry, since June 2016 and has also served on the Board of the Ascension Illinois Foundation since March 2018.

From October 2021 to September 2024, Mr.

Swets served as Chief Executive Officer and a member of the Board of Directors of FG Acquisition

FGAA.U), a special purpose acquisition company.

Under his leadership, FG Acquisition Corp.

successfully completed its merger

with Strong/MDI Screen Systems, Inc., resulting in the formation of Saltire Capital Ltd.

Following the merger, he transitioned

to the role of Executive Chairman of Saltire Capital Ltd., a position he has held since September 2024.

In addition to these responsibilities,

Swets has served since September 2025 as Chief Executive Officer of FG Imperii Acquisition Corp, since September 2023, as Chief Executive

Officer of FG Merger II Corp., since October 2024 as a senior advisor to Aldel Financial II Inc., and since October 2023 as Chief Executive

Officer of FG Merger II Corp., each of which are a special purpose acquisition company currently engaged in identifying and pursuing a

strategic business combination.

Swets served as Senior Advisor to Aldel Financial Inc.

ADF), a special purpose acquisition

company which merged with Hagerty, Inc.

HGTY), a leading specialty insurance provider focused on the global automotive enthusiast

market, from April 2021 to December 2021.

Swets also previously served as a member of the board of directors of FG Nexus, formerly

FG Financial Group Inc., from November 2013 to February 2024, FG Group Holdings, Inc.

from October 2021 to February 2024, Harbor Custom

Development, Inc.

HCDI) from February 2020 to November 2023, Limbach Holdings, Inc.

LMB) from July 2016 to August 2021,

and Insurance Income Strategies Ltd.

from October 2017 to December 2021.

He was also a founder and served as Chairman of the Board of

Unbounded Media Corporation from June 2019 to September 2023.

Swets earned a Master’s Degree in Finance from DePaul University

in 1999 and a Bachelor’s Degree from Valparaiso University in 1997.

He is a member of the Young Presidents’ Organization and

holds the Chartered Financial Analyst (CFA) designation.

We believe that Mr.

Swets’ expertise in financial

services in both executive and non-executive roles makes him an invaluable member of our Board and well qualified to be a director of

Carol Craig has been a member of our board

of directors since December 2025.

She is a bold innovator who turned ambition into orbit.

As the founder, CEO, and board chair of Sidus

Space (NASDAQ:

SIDU) since its inception in 2012 , she leads a vertically integrated Space-as-a-Service

company offering satellite design, manufacturing, payload hosting, AI-driven data solutions, and end-to-end mission operations—all

from its 35,000-square-foot facility on Florida’s Space Coast.

A true “astropreneur,” Ms.

Craig blazed trails early:

she was one of the first women eligible to fly combat missions in the U.S.

Navy, serving as the first female aviator in her P-3C Orion

squadron handling all tactical communication and navigation.

Before Sidus, she founded Craig Technologies in 1999, building it from a

one-person consultancy into a major aerospace and defense engineering firm offering software development, systems engineering, IT support,

and integrated logistics.

Academically, Ms.

Craig holds a BA in Computer Science from Knox College, BS in Computer Science Engineering

from the University of Illinois, MS in Electrical and Computer Engineering from UMass Amherst, and is currently pursuing a PhD in Systems

Engineering at Florida Institute of Technology.

In December 2021, she made history as the first female founder and owner of a space-based

company to take it public through a Nasdaq IPO—without using a special purpose acquisition company.

Under her leadership, Sidus

Space developed and launched the LizzieSat™ series—hybrid, 3D-printed satellites showcasing advanced manufacturing and operational

capabilities.

LizzieSat-1 launched in March 2024, followed by LizzieSat-2 in December 2024.

We believe that Ms.

Craig’s expertise in public

company leadership makes her an invaluable member of our Board and well qualified to be a director of the Company.

Family Relationships

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directors are divided among the three (3) classes as follows:

the Class I directors are Neil Ross and Marcia Kull, and their terms will expire at the annual meeting of stockholders to be held in 2025;

the Class I directors are Larry Swets, Jr.

and Carol Craig, and their terms will expire at the annual meeting of stockholders to be held in 2028;

the Class II director is Preston Yarborough, and his terms will expire at the annual meeting of stockholders to be held in 2026;

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criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act.

Under the rules of Nasdaq, a director

will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person

does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a

Under the rules of Nasdaq, a director will only

qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have

a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of

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of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1

and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent,

including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which

is material to that director’s ability to be independent from management in connection with the duties of a compensation committee

member, including, but not limited to:

(i) the source of compensation of such director, including any consulting, advisory or other

compensatory fee paid by the company to such director;

and (ii) whether such director is affiliated with the company, a subsidiary

of the company or an affiliate of a subsidiary of the company.

To be considered independent for purposes of Rule

10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee

is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship

to the company which is material to that director’s ability to be independent from management in connection with the duties of a

compensation committee member, including, but not limited to:

(i) the source of compensation of such director, including any consulting,

advisory or other compensatory fee paid by the company to such director;

and (ii) whether such director is affiliated with the company,

a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors undertook a review of its composition,

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family relationships, our board of directors has determined that none of Ms.

Kull or Messrs.

Ross and Schuyler have relationships that

Craig or Messrs.

Schuyler and Swets have relationships that

would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors

is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange

is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange Act.

In making these determinations, our board of directors

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our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each

non-employee director, and the transactions involving them described in Part III, Item 13 “Certain Relationships and Related Transactions,

and Director Independence.”

non-employee director, and the transactions involving them described in “ Certain Relationships and Related Party Transactions .”

Board of Directors Leadership Structure

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Audit Committee

Nominating and Corporate

Governance Committee

Compensation Committee

Nominating and Corporate Governance Committee

Kevin Schuyler

Larry Swets, Jr.

Audit Committee

The members of our audit committee consist of Marcia

Kull, Neil Ross and Kevin Schuyler.

The members of our audit committee consist of Kevin

Schuyler, Larry Swets, Jr., and Carol Craig.

Schuyler serves as the chair of our audit committee.

All of the members of the audit committee

are independent, as that term is defined under the rules of Nasdaq.

The primary purpose of the audit committee is to oversee the quality

and integrity of our accounting and financial reporting processes and the audit of our financial statements.

Specifically, the audit committee

All of the members of the audit

committee are independent, as that term is defined under the rules of Nasdaq.

The primary purpose of the audit committee is to oversee

the quality and integrity of our accounting and financial reporting processes and the audit of our financial statements.

Specifically,

the audit committee will:

select and hire the independent registered public accounting firm to audit our financial statements;

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review related party transactions;

establish and oversee procedures for the receipt,

retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable

accounting or auditing matters;

establish and oversee procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters;

review and discuss the Company’s policies regarding information technology security and protection from cyber risks.

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Schuyler is an audit committee financial expert, as such term is used in Section 407 of Regulation S-K.

Our compensation committee consists of Marcia Kull,

Neil Ross and Kevin Schuyler.

Schuyler serves as the chair of our compensation committee.

All of the members of our compensation committee

are independent, as that term is defined under the rules of Nasdaq.

Our compensation committee oversees our compensation policies, plans

and benefits programs.

Compensation Committee

Our compensation committee consists of Kevin Schuyler,

Larry Swets, Jr., and Carol Craig.

Swets serves as the chair of our compensation committee.

All of the members of our compensation

committee are independent, as that term is defined under the rules of Nasdaq.

Our compensation committee oversees our compensation policies,

plans and benefits programs.

The compensation committee also:

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at www.twinvee.com .

Nominating and

Corporate Governance Committee

Nominating and Corporate

Governance Committee

The members of our nominating and corporate governance

committee consist of Marcia Kull, Neil Ross and Kevin Schuyler.

Neil Ross serves as the chair of our nominating and corporate governance

committee consist of Kevin Schuyler, Larry Swets, Jr., and Carol Craig.

Craig serves as the chair of our nominating and corporate

governance committee.

Each is independent, as that term is defined under the rules of Nasdaq.

Our nominating and corporate governance committee oversees

and assists our board of directors in reviewing and recommending nominees for election as directors.

Specifically, the nominating and

corporate governance committee:

Our nominating and corporate governance

committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors.

Specifically,

the nominating and corporate governance committee:

identifies, evaluates and makes recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

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functions or our directors on our website at www.twinvee.com .

The inclusion of our website address in this Annual Report does not

include or incorporate by reference the information on our website into this Annual Report.

We will provide any person, without charge,

upon request, a copy of our code of conduct and ethics.

Such requests should be made in writing to the attention of Glenn Sonoda, Secretary,

Twin Vee PowerCats Co., 3101 US-1 Fort Pierce, Florida 34982.

The inclusion of our website address in this report does not include

or incorporate by reference the information on our website into this report.

We will provide any person, without charge, upon request,

a copy of our code of conduct and ethics.

Such requests should be made in writing to the attention of Glenn Sonoda, Secretary, Twin Vee

PowerCats Co., 3101 US-1 Fort Pierce, Florida 34982.

Insider Trading Policy

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31, 2025, which consisted of our principal executive officer and the next most highly compensated executive officers, were:

Visconti , President and Chief Executive

Dickerson, Chief Financial &

Administrative Officer

Visconti, Chief Executive Officer, Interim Chief Financial Officer and President

Scott Searles , Former Interim Chief Financial Officer

Dickerson, Former Chief Financial & Administrative Officer

Preston Yarborough , Vice President

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All Other Compensation ($)

President and Chief Executive Officer

Chief Executive Officer, Interim Chief Financial Officer and President

Scott Searles (6)

Former Interim Chief Financial Officer

Dickerson (7)

Chief Financial & Administrative Officer

Former Chief Financial & Administrative Officer

Preston Yarborough

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The fair value of the options was determined using the Black-Scholes model.

For a discussion of the assumptions used in computing this valuation, see Note 13 to the consolidated financial statements included in this annual report.

Visconti serves.

as our Chief Executive Officer, President and Chair of the Board.

For a discussion of the assumptions used in computing this valuation, see Note 13 to the consolidated financial statements included in this report.

Visconti serves as our Chief Executive Officer, Interim Chief Financial Officer, President and Chairman of the Board.

He resigned the role of President in July 2024 and was reappointed to such role on January 22, 2025.

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Visconti by Forza in connection with his employment as an executive officer of Forza prior to the Merger:

(i) salary of $124,618 and $75,000 during 2024 and 2023, respectively;

(ii) bonus payments of $0 during 2024 and 2023, respectively;

and (ii) stock option awards with a grant date fair value of $0 and $80,016 during 2024 and 2023, respectively.

(i) salary of $124,618 during 2024;

(ii) bonus payments of $0 during 2024;

and (ii) stock option awards with a grant date fair value of $0 during 2024.

Visconti was appointed Forza’s Executive Chairman and Chief of Product Development in July 2022.

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Visconti was appointed as Forza’s Interim Chief Executive Officer.

Consists of $30,000 of car expense paid, $21,578 of health insurance expense, and $1,362 of life insurance paid in 2024 and $30,000 of car expense paid, $18,461 of health insurance expense, and $1,297 of life insurance paid in 2023.

Consists of $11,094 of health insurance expense paid and $25,000 paid for relocation expenses paid in 2024.

Consists of $12,000 of car expenses paid and $21,578 of health insurance expense paid in 2024 and$12,000 of car expenses paid and $11,036 of health insurance expense paid in 2023.

Represents a partial year beginning April 4, 2024.

Outstanding Equity Awards at Fiscal Year-End

(December 31, 2024)

Consists of $31,154 of car expense, $18,263 of health insurance expense, $3,647 of travel expense, and $2,392 for travel and entertainment expenses paid in 2025 and $30,000 of car expense, $21,578 of health insurance expense, and $1,362 of life insurance expense paid in 2024.

Consists of $15,065 of health insurance expense paid in 2025 and $11,094 of health insurance expense and $25,000 for relocation expenses paid in 2024.

Consists of $25,834 of health insurance expense, $12,923 of car expense, and $484 for travel and entertainment expenses paid in 2025 and $21,578 of health insurance expense and $12,000 of car expense paid in 2024.

Represents a partial year beginning September 17, 2025.

Searles ceased to serve as our Interim Chief Financial Officer in January 2026.

Dickerson resigned as our Chief Financial & Administrative Officer in September 2025.

Outstanding Equity Awards at Fiscal Year-End (December

The following table provides information about the

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Market or Payout Value of Unearned Shares That Have Not Vested

President and Chief

Executive Officer

Chief Financial &

Administrative Officer

Chief Executive Officer, Interim Chief Financial Officer and President

Preston Yarborough

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Options were converted to Twin Vee options in connection with the Merger.

On April 4, 2024, options were granted under the 2021

Plan, with the first 25,000 shares vesting six months after the date of grant and the remaining shares vesting on the first day of each

month thereafter, pro rata monthly over the next 30 months.

On June 26, 2024, options were granted under the 2021

Plan, vesting annually over 4 years.

On June 27, 2024, options were granted, under the

Twin Vee 2021 Stock Incentive Plan, vesting annually over 4 years.

On April 4, 2024, options were granted under the 2021 Plan, with the first 25,000 shares vesting six months after the date of grant and the remaining shares vesting on the first day of each month thereafter, pro rata monthly over the next 30 months.

On June 26, 2024, options were granted under the 2021 Plan, vesting annually over 4 years.

On May 19, 2025, options were granted, under the Twin Vee 2021 Stock Incentive Plan, vesting annually over 3 years.

Employment Arrangements with Our Named Executive

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Twin Vee entered into a five-year employment agreement

Visconti effective upon the closing of the initial public offering in July 2021, which was amended on October 20, 2022 (as

amended, the “Visconti Employment Agreement”).

Visconti effective upon the closing of the initial public offering in July 2021, which was amended on October 20, 2022 (as amended,

the “Visconti Employment Agreement”).

Under the Visconti Employment Agreement, Mr.

Visconti serves as Twin Vee’s

President and Chief Executive Officer.

He receives an annual base salary of $250,000 and is eligible to receive an annual performance

cash bonus with a target amount equal to 120% of his annual base salary, based upon achievement of performance goals established by the

compensation committee of Twin Vee’s board of directors.

Upon the completion of Twin Vee’s initial public offering in July

Visconti received a stock option to purchase 272,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting pro

rata on a monthly basis over a three-year period subject to continued employment through each vesting date.

On October 20, 2022, Mr.

Visconti serves as Twin Vee’s President

and Chief Executive Officer.

He receives an annual base salary of $250,000 and is eligible to receive an annual performance cash bonus

with a target amount equal to 120% of his annual base salary, based upon achievement of performance goals established by the compensation

committee of Twin Vee’s board of directors.

Upon the completion of Twin Vee’s initial public offering in July 2021, Mr.

received a stock option to purchase 272,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting pro rata on a monthly

basis over a three-year period subject to continued employment through each vesting date.

On October 20, 2022, Mr.

Visconti received a

stock option to purchase 250,000 shares of Twin Vee’s common stock under the 2021 Plan, vesting pro rata on a monthly basis over

a three-year period subject to continued employment through each vesting date.

On January [9], 2026, Mr.

Visconti was appointed as Interim

Chief Financial Officer, a role for which he will receive no additional compensation.

The Visconti Employment Agreement provides that Mr.

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such a termination.

entered into a ninety-day employment agreement with Mr.

Searles (the “Searles Employment Agreement”) effective April 4, 2024.

Under the Searles Employment Agreement, Mr.

Searles served as Twin Vee’s Interim Chief Financial Officer.

He received a base salary

of $60,000 for the term period and is eligible to receive stock options to purchase shares of Twin Vee’s common stock under its

2021 Plan or such other equity awards as Twin Vee’s board of directors may determine in its sole discretion.

Employment Agreement provides that Mr.

Searles is eligible to participate in all benefit and fringe benefit plans generally made available

to Twin Vee’s other executive officers.

Employment Agreement provides that it shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability of Mr.

Searles upon 30 days written notice to Twin Vee;

or (iv) by Twin Vee upon notice.

to the Searles Employment Agreement, Mr.

Searles is subject to a three-month post-termination non-compete and non-solicit of employees

He is also bound by confidentiality provisions.

of a termination by Twin Vee the effective date of the Searles Employment Agreement, Mr.

Searles will receive the balance of the base

of any termination benefits described above is subject to Mr.

Searles’s execution of a release of claims in favor of the Company,

a form of which is attached as an exhibit to the Searles Employment Agreement.

Searles’s termination due to death or disability not in connection with a change in control, Mr.

Searles will receive full

vesting of any outstanding, unvested equity awards granted under the 2021 Plan.

In the event of Mr.

Searles’s termination due to

death or disability in connection with a change in control, Mr.

Searles will receive full vesting of any outstanding, unvested equity

awards granted under any of our equity incentive plans.

Searles’s outstanding vested stock options will generally remain exercisable

no longer than six months following such a termination.

Searles terminated his

employment as our Interim Chief Financial Officer in January 2026.

entered into a five-year employment agreement with Mr.

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Under the Dickerson Employment Agreement, Mr.

Dickerson serves as Twin Vee’s Chief Financial and Administrative Officer.

receives an annual base salary of $200,000 and is eligible to receive an annual performance cash bonus with a target amount equal to 50%

of his annual base salary, based upon achievement of performance goals established by the compensation committee of Twin Vee’s board

of directors.

Dickerson also received a stock option to purchase 150,000 shares of Twin Vee’s common stock under its 2021 Plan,

vesting as follows:

One-sixth (25,000) of the Option vesting six months after the issuance date and subsequently in thirty (30) equal

monthly installments commencing on the first day of the month thereafter, subject to his continued employment through each such vesting

Dickerson served as Twin Vee’s Chief Financial and Administrative Officer.

received an annual base salary of $200,000 and was eligible to receive an annual performance cash bonus with a target amount equal to

50% of his annual base salary, based upon achievement of performance goals established by the compensation committee of Twin Vee’s

board of directors.

Dickerson also received a stock option to purchase 150,000 shares of Twin Vee’s common stock under its 2021

Plan, vesting as follows:

One-sixth (25,000) of the Option vesting six months after the issuance date and subsequently in thirty (30)

equal monthly installments commencing on the first day of the month thereafter, subject to his continued employment through each such

vesting date.

The Dickerson

Employment Agreement provides that Mr.

Dickerson is eligible to participate in all benefit and fringe benefit plans generally made available

Employment Agreement provided that Mr.

Dickerson was eligible to participate in all benefit and fringe benefit plans generally made available

to Twin Vee’s other executive officers.

In addition, he is entitled to four weeks of paid time off per year.

Twin Vee pays up to

In addition, he was entitled to four weeks of paid time off per year.

Twin Vee paid up to

$2,000 per month towards Mr.

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for relocation expenses and temporary lodging after the Dickerson Employment Agreement was executed.

that Twin Vee earns Eight Million Dollars ($8,000,000) in top line revenue for any rolling three-month period, the Dickerson Employment

Agreement states that Twin Vee shall start paying for the entire cost of medical insurance coverage for Mr.

that Twin Vee generated Eight Million Dollars ($8,000,000) in top line revenue for any rolling three-month period, the Dickerson Employment

Agreement stated that Twin Vee shall start paying for the entire cost of medical insurance coverage for Mr.

Dickerson and his family throughout

the Term of the Agreement.

Dickerson shall also start receiving a $1,000 a month car allowance throughout the Term of the Agreement.

Dickerson would have also started receiving a $1,000 a month car allowance throughout the Term of the Agreement.

The Dickerson

Employment Agreement provides that it shall continue until terminated (i) by mutual agreement;

Employment Agreement provided that it shall continue until terminated (i) by mutual agreement;

(ii) due to death or disability of Mr.

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to the Dickerson Employment Agreement, Mr.

Dickerson is subject to a one-year post-termination non-compete and non-solicit of employees

Dickerson was subject to a one-year post-termination non-compete and non-solicit of employees

He is also bound by confidentiality provisions.

of a termination by Twin Vee without cause after the first three (3) months following the effective date of the Dickerson Employment Agreement,

Dickerson will receive an aggregate of six months of salary continuation at his then-current base annual salary, paid out in equal

installments over a six-month period.

of any termination benefits described above is subject to Mr.

Dickerson would have received an aggregate of six months of salary continuation at his then-current base annual salary, paid out in

equal installments over a six-month period.

of any termination benefits described above was subject to Mr.

Dickerson’s execution of a release of claims in favor of the Company,

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Dickerson’s termination due to death or disability not in connection with a change in control, Mr.

Dickerson will receive

full vesting or any outstanding, unvested equity awards granted under the 2021 Plan.

Dickerson would have received

full vesting of any outstanding, unvested equity awards granted under the 2021 Plan.

In the event of Mr.

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due to death or disability in connection with a change in control, Mr.

Dickerson will receive full vesting or any outstanding, unvested

equity awards granted under any of our equity incentive plans.

Dickerson’s outstanding vested stock options will generally remain

exercisable no longer than six months following such a termination.

Dickerson would have received full vesting of any outstanding,

unvested equity awards granted under any of our equity incentive plans.

Dickerson’s outstanding vested stock options will generally

remain exercisable no longer than six months following such a termination.

Dickerson resigned as

our Chief Financial & Administrative Officer in September 2025.

Preston Yarborough

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Under the Yarborough Employment Agreement, Mr.

Yarborough serves

as our Vice President and Director of Product Development.

He receives an annual base salary of $200,000 and is eligible to receive an

annual performance cash bonus with a target amount equal to 50% of his annual base salary, based upon achievement of performance goals

established by the compensation committee of our board of directors.

Upon the completion of our initial public offering in July 2021,

Yarborough received a stock option to purchase 136,000 shares of our common stock under the 2021 Plan, vesting monthly over a three-year

period subject to continued employment through each vesting date.

The Yarborough Employment Agreement provides that

Yarborough would be eligible to participate in all benefit and fringe benefit plans generally made available to our other executive

In addition, he is entitled to (i) four weeks of paid vacation per year, (ii) a $1,000 a month car allowance and (iii) the cost

of medical insurance for coverage for Mr.

Yarborough serves as our

Vice President and Director of Product Development.

He receives an annual base salary of $200,000 and is eligible to receive an annual

performance cash bonus with a target amount equal to 50% of his annual base salary, based upon achievement of performance goals established

by the compensation committee of our board of directors.

Upon the completion of our initial public offering in July 2021, Mr.

received a stock option to purchase 136,000 shares of our common stock under the 2021 Plan, vesting monthly over a three-year period subject

to continued employment through each vesting date.

The Yarborough Employment Agreement provides that Mr.

would be eligible to participate in all benefit and fringe benefit plans generally made available to our other executive officers.

addition, he is entitled to (i) four weeks of paid vacation per year, (ii) a $1,000 a month car allowance and (iii) the cost of medical

insurance for coverage for Mr.

Yarborough and his family.

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Yarborough was employed by us;

payment of one time his then-current target annual

of one time his then-current target annual bonus;

reimbursement of COBRA premiums for up to twelve months;

and full vesting for any outstanding, unvested equity awards granted under

the Twin Vee 2021 Plan.

Yarborough’s outstanding vested stock options will generally remain exercisable no longer than six months

following such a termination.

and full vesting for any outstanding,

unvested equity awards granted under the Twin Vee 2021 Plan.

Yarborough’s outstanding vested stock options will generally remain

exercisable no longer than six months following such a termination.

The receipt of any termination benefits described

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2023, the board of directors approved the temporary payment of $7,000 a month in additional compensation to Preston Yarborough for services

to be rendered by him as Interim Plant Manager of the AquaSport manufacturing plant in White Bluff Tennessee.

he rendered as Interim Plant Manager of the AquaSport manufacturing plant in White Bluff Tennessee.

This arrangement ended January 5,

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The Simple IRA plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

a tax-qualified retirement program, contributions to the Simple IRA plan and earnings on those contributions are not taxable to the employees

until distributed from the Simple IRA plan.

As a tax-qualified

retirement program, contributions to the Simple IRA plan and earnings on those contributions are not taxable to the employees until distributed

from the Simple IRA plan.

2021 Stock Incentive Plan

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approved the Twin Vee PowerCats Co.

2021 Stock Incentive Plan, which plan was amended and restated on June 1, 2021 (the “2021 Plan”).

The 2021 Plan became effective immediately prior to the closing of our initial public offering in July 2021.

The principal provisions

of the 2021 Plan are summarized below.

2021 Stock Incentive Plan, which plan was amended and restated on June 1, 2021.

The 2021 Plan became

effective immediately prior to the closing of our initial public offering in July 2021.

The principal provisions of the 2021 Plan are

summarized below.

Administration

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Shares of Stock Available for Issuance

Subject to certain adjustments, the maximum number of shares of common

stock that initially could be issued under the 2021 Plan in connection with awards was 1,000,000 shares.

In addition, the maximum number

of shares of common stock that may be issued under the 2021 Plan automatically increases on January 1 of each calendar year for a period

of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, by a number of shares of common stock equal

to 4.5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year;

provided, however that

the board of directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser

number of shares of common stock.

All available shares may be utilized toward the grant of any type of award under the 2021 Plan.

2021 Plan imposes a limitation on the total grant date fair value of awards granted to any non-employee director in his or her capacity

as a non-employee director in any single calendar year of 1,000,000 shares.

The total number of shares authorized for issuance under the

2021 Plan increased on January 1, 2024 to 2,171,800 shares of our common stock.

In addition, effective as of November 11, 2024, the 2021

Plan was amended to increase the number of shares of common stock available for issuance thereunder by 1,000,000 shares to 3,171,800 shares.

Subject to certain adjustments, the maximum number

of shares of common stock that initially could be issued under the 2021 Plan in connection with awards was 1,000,000 shares.

the maximum number of shares of common stock that may be issued under the 2021 Plan automatically increases on January 1 of each calendar

year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, by a number of shares of common

stock equal to 4.5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year;

however that the board of directors may act prior to January 1 of a given calendar year to provide that the increase for such year will

be a lesser number of shares of common stock.

All available shares may be utilized toward the grant of any type of award under the 2021

The 2021 Plan imposes a limitation on the total grant date fair value of awards granted to any non-employee director in his or her

capacity as a non-employee director in any single calendar year of 1,000,000 shares.

The total number of shares authorized for issuance

under the 2021 Plan increased on January 1, 2024 to 2,171,800 shares of our common stock.

In addition, effective as of November 11, 2024,

the 2021 Plan was amended to increase the number of shares of common stock available for issuance thereunder by 1,000,000 shares to 3,171,800

We have issued options to purchase an aggregate of 1,271,016 shares of our common stock.

The total number of shares available for issuance

further increased on January 1, 2025 to 3,841,150 shares of our common stock.

The total number of shares available

for issuance further increased on January 1, 2025 to 3,841,150 shares of our common stock.

After the Reverse Stock Split, the total number

of shares available for issuance was adjusted to 384,115 shares of our common stock.

Forza’s 2022 Stock Incentive Plan

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out of the 2022 Plan following its assumption by us.

In addition, the 2022 Plan provided for the maximum number of shares of common

stock that may be issued thereunder to automatically increase on January 1 of each calendar year for a period of ten years commencing

on January 1, 2024 and ending on (and including) January 1, 2033, in a number of shares of common stock equal to 4.5% of the total number

of shares of common stock outstanding on December 31 of the preceding calendar year;

provided, however that the board of directors may

act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of common

Forza issued options to purchase an aggregate of 985,500 shares of its common stock, which were converted into options to purchase

an aggregate of 602,788 shares of our common stock in connection with the Merger.

All available shares could be utilized toward the grant

of any type of award under the 2022 Plan.

The 2022 Plan imposed a $250,000 limitation on the total grant date fair value of awards granted

to any non-employee director in his or her capacity as a non-employee director in any single calendar year.

In addition, the 2022 Plan provided for the maximum number of shares of common stock

that may be issued thereunder to automatically increase on January 1 of each calendar year for a period of ten years commencing on January

1, 2024 and ending on (and including) January 1, 2033, in a number of shares of common stock equal to 4.5% of the total number of shares

of common stock outstanding on December 31 of the preceding calendar year;

provided, however that the board of directors may act prior

to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of common stock.

issued options to purchase an aggregate of 985,500 shares of its common stock, which were converted into options to purchase an aggregate

of 602,788 shares of our common stock in connection with the Merger.

All available shares could be utilized toward the grant of any type

of award under the 2022 Plan.

The 2022 Plan imposed a $250,000 limitation on the total grant date fair value of awards granted to any

non-employee director in his or her capacity as a non-employee director in any single calendar year.

Director Compensation

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Cash Compensation

Our directors’ cash compensation for the year

ended December 31, 2024 changed from the previous year after the merger of Forza into Merger Sub, our wholly-owned subsidiary.

The non-employee

directors are entitled to receive the following cash compensation for their services:

$100,000 per year for Kevin Schuyler for his service as the lead independent director, a board member, chair of the audit committee and the compensation committee, and as member of the nominating and corporate governance committee

$45,000 per year for Neil Ross for his service as a board member, chair of the nominating and corporate governance committee, and as a member of the audit committee and the compensation committee;

$45,000 per year for Marcia Kull for her service as a board member and as a member of the audit committee, the compensation committee, and the nominating and corporate governance committee.

The non-employee directors are entitled to receive

the following cash compensation for their services:

$100,000 per year for service as lead independent director of the board who also chairs the audit committee (receiving no other cash compensation);

$5,000 per year for service as a non-lead independent director of the board;

$5,000 per year additionally for service as a non-lead independent director and member of the audit committee (excluding the committee chair);

$4,000 per year additionally for service as a non-lead independent director and member of the compensation committee (excluding the committee chair, who shall be entitled to receive $5,000 per year);

$4,000 per year additionally for service as a non-lead independent director and member of the corporate governance and nominating committee (excluding the committee chair, who shall be entitled to receive $5,000 per year).

All cash payments to non-employee directors who served

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compensation was awarded to any directors.

However, each non-employee director who served as a director during 2023 received a grant of

non-qualified stock options under our 2021 Plan to purchase 5,500 shares of our common stock, which vested upon issue on August 16, 2024.

During the year ended December 31, 2024, no equity

compensation was awarded to any directors.

During the year ended December 31, 2025, Marcia Kull

and Neil Ross each received a grant of non-qualified stock options under our 2021 Plan to purchase 1,000 shares of our common stock.

Additionally,

Kevin Schuyler received a grant of non-qualified stock options under our 2021 Plan to purchase 3,000 shares of our common stock.

Director Compensation Table

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as an executive officer is set forth above under “ —Summary Compensation Table .” Messrs.

Visconti and Yarborough receive

no compensation for service as directors.

Visconti and Yarborough

receive no compensation for service as directors.

Fees Earned or Paid in Cash ($)

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All Other Compensation ($)

Bard Rockenbach(1)

James Melvin(1)

Kevin Schuyler

Marcia Kull(1)

By letters dated November 12, 2024, Bard Rockenbach and James Melvin provided

notice to the Company that they would resign as directors of Twin Vee PowerCats Co.

effective upon the effectiveness of the merger of

Forza X1, Inc.

into Twin Vee Merger Sub, Inc., a subsidiary of Twin Vee PowerCats Co.

The merger became effective on November 26, 2024.

Marcia Kull joined the Board of Directors of Twin Vee PowerCats Co.

once the merger of Forza X1, Inc.

into Twin Vee Merger Sub, Inc., a subsidiary of Twin Vee PowerCats Co.

became effective on November 26, 2024.

Larry Swets, Jr.

Carol Craig (2)

In October 2025, Neil Ross and Marcia Kull provided notice to the Company that they would not be standing for election at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”).

Larry Swets, Jr.

and Carol Craig joined the Twin Vee board following their respective election at the 2025 Annual Meeting.

As of December 31, 2025, the following are the outstanding aggregate number of option awards held by each of our directors and former directors who were not also Named Executive Officers:

Option Awards (#)

Bard Rockenbach

Kevin Schuyler

Larry Swets, Jr.

During 2024, before the merger of Forza X1, Inc.

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$45,000 per year;

and (iii) Marcia Kull –

independent director:

and (iii) Marcia Kull - independent

$45,000 per year.

Company Policies and Practices Related to the

Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Company 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 have a formal policy on the timing

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on the prior business day.

During the fiscal year ended December 31, 2024,

we did not award any options to a named executive officer in the period beginning four business days before the filing of a periodic report

During the fiscal year ended December 31, 2025, we

did not award any options to a named executive officer in the period beginning four business days before the filing of a periodic report

on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information,

and ending one business day after the filing or furnishing of such report, except as set forth in the table below:

Number of securities

underlying the award

Exercise price of the

Number of securities underlying the award

Exercise price of the award

Grant date fair value of the award

Percentage change in the

closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of

material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Preston Yarborough

Received in connection with the Merger in exchange options to purchase shares of Forza Common Stock.

share of Forza Common Stock was exchanged for 0.611666275 shares of Twin Vee Common Stock on the effective date of the Merger.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters.

Each share of Forza Common Stock was exchanged for 0.611666275 shares of Twin Vee Common Stock on the effective date of the Merger.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets forth the beneficial ownership

of our common stock as of March 17, 2025, by:

of our common stock as of February 15, 2026, by:

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;

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all of our current executive officers and directors as a group.

As of March 17, 2025, we had 14,874,452 shares of

As of February 15, 2026, we had 2,237,299 shares of

common stock outstanding.

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the exercise of profits interest units, options, warrants or other rights that are either immediately exercisable or exercisable on or

before May 16, 2025, which is approximately 60 days after the date of this Annual Report.

These shares are deemed to be outstanding and

beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person,

but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated,

the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially

owned by them, subject to applicable community property laws.

before approximately 60 days after the date of this report.

These shares are deemed to be outstanding and beneficially owned by the person

holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding

for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified

in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable

community property laws.

Unless otherwise indicated, the address of each beneficial

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Number of Shares

Beneficially Owner

Beneficially Owned

of Shares Beneficially Owned

Named Executive Officers and Directors

Dickerson (2)

Preston Yarborough (2)

Neil Ross (4)

Kevin Schuyler (3)

Marcia Kull (6)

All current executive officers and directors as a group (5 persons)

5% Stockholders

Marathon Micro Fund, L.P.

Palm Management (US) LLC (8)

* Represents beneficial ownership of less than

Visconti owns an aggregate of 2,429,142 shares of common stock and options to purchase an aggregate of 1,215,911 shares of common stock, of which options to purchase an aggregate of 932,312 shares will vest and be exercisable within 60 days of March 17, 2025.

Dickerson owns an aggregate of 111,166 shares of common stock and options to purchase an aggregate of 300,000 shares of common stock, of which options to purchase an aggregate of 54,169 shares will vest and be exercisable within 60 days of March 17, 2025.

Yarborough owns an aggregate of 38,357 shares of common stock and options to purchase an aggregate of 306,874 shares of common stock, of which options to purchase an aggregate of 226,347 shares will vest and be exercisable within 60 days of March 17, 2025.

Ross owns an aggregate of 19,033 shares of common stock and options to purchase an aggregate of 19,864 shares of common stock, of which options to purchase an aggregate of 19,864 shares will vest and be exercisable within 60 days of March 17, 2025.

Schuyler owns an aggregate of 62,530 shares of common stock and options to purchase an aggregate of 14,364 shares of common stock, of which options to purchase an aggregate of 14,364 shares will vest and be exercisable within 60 days of March 17, 2025.

Kull owns an aggregate of 2,817 shares of common stock and options to purchase an aggregate of 3,364 shares of common stock, of which options to purchase an aggregate of 3,364 shares will vest and be exercisable within 60 days of March 17, 2025.

Information is based upon a Schedule 13G/A filed with the SEC on January 30, 2023 by Marathon Micro Fund, L.P.

(“Marathon”).

Kennedy is the partner of Marathon.

The address of Marathon is 4 North Park drive, Suite 106, Hunt Valley, Maryland 34982.

Information is based upon a Schedule 13D/A filed with the SEC on or about November 27, 2024 by Palm Global Small Cap Master Fund LP (“Palm Global”);

Palm Management (US) LLC (“Palm Management”), the investment manager of Palm Global;

Horowitz, the portfolio manager of Palm Global;

and Bradley C.

Palmer, the sole member of Palm Global.x1 The address of Palm Global, Palm Management, Mr.

Horowitz, and Mr.

Palmer is 19 West Elm Street, Greenwich, CT 06830.

* Represents beneficial ownership of less than one

Visconti owns an aggregate of 242,914 shares of common stock and options to purchase an aggregate of 165,587 shares of common stock, of which options to purchase an aggregate of 128,589 shares of common stock, all of which will vest and be exercisable within 60 days of February 15, 2026.

Yarborough owns an aggregate of 3,835 shares of common stock and options to purchase an aggregate of 38,683 shares of common stock, of which options to purchase an aggregate of 30,959 shares of common stock, all of which will vest and be exercisable within 60 days of February 15, 2026.

Schuyler owns an aggregate of 6,252 shares of common stock and options to purchase an aggregate of 4,436 shares of common stock, all of which will vest and be exercisable within 60 days of February 15, 2026.

Changes In Control

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Information” for certain information regarding our equity compensation plans.

Certain Relationships and Related Transactions, and

Director Independence.

Certain Relationships and Related Transactions, and Director

Independence.

Related Party Transactions

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in their entirety.

Copies of the forms of the agreements have been filed as exhibits to this Annual Report and are available electronically

on the website of the SEC at www.sec.gov .

Copies of the forms of the agreements have been filed as exhibits to this report and are available electronically on

the website of the SEC at www.sec.gov .

The following is a description of each transaction

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including employment, termination of employment and change in control arrangements, with our directors and executive officers, see “ Executive

Compensation” in Part III, Item 11.

Compensation ”.

Lease Agreement with

Visconti Holdings

The Company leases its office and production facilities,

located at 3101 S US-1, Fort Pierce, Florida from Visconti Holdings, LLC.

Visconti Holdings, LLC is a single member LLC that holds the

ownership of the property, and its sole member is Joseph C Visconti, our CEO.

We entered into the lease on January 1, 2020, which, as

amended January 1, 2021, provided for an initial term of five years and one additional five-year term at the option of the Company.

The Lease Agreement was amended on December 30, 2025 and was converted to a month-to-month tenancy while the parties negotiate a subsequent

lease agreement.

with Visconti Holdings

We lease our facility from Visconti Holdings,

LLC, (“Visconti Holdings”) an entity owned and controlled by our Chief Executive Officer, President and Director, Joseph Visconti,

pursuant to a lease agreement (the “Lease Agreement”), dated January 1, 2021, by and among the Company, Visconti Holdings,

LLC and Twin Vee Inc., our former majority shareholder company.

The Lease Agreement has a 5-year term, expiring on December 31, 2025,

with an option to renew for an additional 5-year term, which we exercised.

We currently pay Visconti Holdings $36,456 per month plus applicable

sales and use tax, which is currently 6.5% in St.

Lucie County.

Forza Management

During the month-to-month tenancy, the Company pays Visconti Holdings, LLC $36,456 per month plus applicable sales and

use tax, which is currently 6.5% in St.

Lucie County, Florida.

Forza Management Services

In connection with the closing of Forza’s initial

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the fee ceased.

During the year ended December 31, 2024, we received a monthly fee of $6,800 per month pursuant to the Transition

Services Agreement.

Leffew Consulting

During the year ended December 31, 2023, we recorded

$15,000 of professional fees, for consulting work for Twin Vee performed by Jim Leffew, the former Chief Executive Officer of Forza.

Separately, during the years ended December 31, 2024

and 2023, respectively, we recorded $0 and $36,000 of professional fees, for consulting work for us performed by Jim Leffew, the former

Chief Executive Officer of Forza.

Additionally, during the years ended December 31, 2024 and 2023, respectively, Aqua Sport recorded expense

of $0 and $50,000, for compensation paid to Mr.

Leffew for his work to start up the Tennessee facility.

Black Mountain

Lease Agreement

During the year ended December 31, 2024, we received a monthly fee of $6,800 per month pursuant to the Transition Services

Since the merger of Forza X1 and Twin Vee on November 26, 2024, the Company no longer receives a management fee.

Black Mountain Lease

In August of 2022, Forza signed a six-month lease

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After the initial term of the lease, it was extended on a month-to-month basis.

In August of 2023,

the president of Forza, James Leffew, purchased the property, and Forza executed a new lease agreement with Mr.

In August of 2023, the

president of Forza, James Leffew, purchased the property, and Forza executed a new lease agreement with Mr.

Leffew on the same month-to-month

For the years ended December 31, 2025 and 2024, the lease expense was $0 and $7,500, respectively, paid to Mr.

Mountain Lease Agreement ended in 2024.

Merger with Forza

On November 26, 2024, pursuant to the terms of the Merger Agreement, by

and between Twin Vee, Twin Vee Merger Sub, Inc.

and Forza, Merger Sub was merged with and into Forza (the “Merger”), with

Forza surviving the Merger as a wholly-owned subsidiary of Twin Vee.

At the effective time of the Merger, (a) each outstanding share of

common stock of Forza , par value $0.001 per share of Forza (the “Forza Common Stock”) (other than any shares held by Twin

On November 26, 2024, pursuant to the terms of the

Merger Agreement, by and between Twin Vee, Twin Vee Merger Sub, Inc.

and Forza, Merger Sub was merged with and into Forza (the “Merger”),

with Forza surviving the Merger as a wholly-owned subsidiary of Twin Vee.

At the effective time of the Merger, (a) each outstanding share

of common stock of Forza , par value $0.001 per share of Forza (the “Forza Common Stock”) (other than any shares held by Twin

Vee) was converted into the right to receive 0.611666275 shares of Twin Vee common stock, par value $0.001 per share (the “Twin

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exercisable for prior to the Effective Time, and (d) the 7,000,000 shares of Forza Common Stock held by Twin Vee were cancelled.

The issuance of shares of Twin Vee Common Stock to the former shareholders

of Forza was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No.

333-281788), as amended, filed by Twin Vee with the Securities and Exchange Commission (the “SEC”) and declared effective

on October 10, 2024 (the “Registration Statement”).

At the effective time of the Merger, in accordance with the terms of the

Merger Agreement, the size of Twin Vee’s board of directors (the “Board”) was set at five, Joseph Visconti, Preston

Yarborough, Neil Ross and Kevin Schuyler remained as directors of Twin Vee and Marcia Kull was appointed as a director of Twin Vee.

as of the effective time of the Merger, Bard Rockenbach and James Melvin resigned as directors of Twin Vee and any committees thereof.

The issuance of shares of Twin Vee Common Stock to

the former shareholders of Forza was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on

Form S-4 (File No.

333-281788), as amended, filed by Twin Vee with the Securities and Exchange Commission (the “SEC”) and

declared effective on October 10, 2024 (the “Registration Statement”).

At the effective time of the Merger, in accordance

with the terms of the Merger Agreement, the size of Twin Vee’s board of directors (the “Board”) was set at five, Joseph

Visconti, Preston Yarborough, Neil Ross and Kevin Schuyler remained as directors of Twin Vee and Marcia Kull was appointed as a director

Effective as of the effective time of the Merger, Bard Rockenbach and James Melvin resigned as directors of Twin Vee and

any committees thereof.

Indemnification

23 unchanged sentences

accounting firm.

Independent Registered Public Accounting Firm

Fees and Services

Independent Registered Public Accounting Firm Fees

The following table sets forth the aggregate fees

29 unchanged sentences

Not Applicable

Agreement and Plan of Merger, dated September 8, 2022, by and between Twin Vee PowerCats Co.

and Plan of Merger, dated September 8, 2022, by and between Twin Vee PowerCats Co.

and Twin Vee PowerCats, Inc.

(Incorporated by reference to the Exhibit 2.1 to the Company’s Form 8-K, File No.

001-40623, filed with the SEC on September 9, 2022)

Form of Support Agreement, by and between Twin Vee PowerCats Co.

and Twin Vee PowerCats, Inc.’s directors, officers and certain stockholders (Incorporated by reference to the Exhibit 2.2 to the Company’s Form 8-K, File No.

(Incorporated by

reference to the Exhibit 2.1 to the Company’s Form 8-K, File No.

001-40623, filed with the SEC on September 9, 2022)

Agreement and Plan of Merger, dated August 12, 2024, by and between Twin Vee PowerCats Co., Forza X1, Inc.

of Support Agreement, by and between Twin Vee PowerCats Co.

and Twin Vee PowerCats, Inc.’s directors, officers and certain

stockholders (Incorporated by reference to the Exhibit 2.2 to the Company’s Form 8-K, File No.

001-40623, filed with the SEC

on September 9, 2022)

and Plan of Merger, dated August 12, 2024, by and between Twin Vee PowerCats Co., Forza X1, Inc.

and Twin Vee merger Sub, Inc.

and Twin Vee PowerCats, Inc.

Twin Vee PowerCats, Inc.

(Incorporated by reference to the Exhibit 2.1 to the Company’s Form 8-K, File No.

001-40623, filed with the SEC on August 12, 2024)

Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 7, 2021 (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the SEC on April 8, 2021)

Bylaws (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S-1, File No.

001-40623, filed

with the SEC on August 12, 2024)

of Incorporation filed with the Secretary of State of the State of Delaware on April 7, 2021 (Incorporated by reference to Exhibit

3.6 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the SEC on April 8, 2021)

Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, File No.

(Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with

the SEC on April 8, 2021)

Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, File

333-255134, filed with the SEC on July 2, 2021)

Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A, File No.

of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement

on Form S-1/A, File No.

333-255134, filed with the SEC on July 2, 2021)

Description of Securities of Twin Vee PowerCats Co.

(Incorporated by reference to the Exhibit 4.3 to the Company’s Annual Report on Form 10-K, File No.

of Securities of Twin Vee PowerCats Co.

(Incorporated by reference to the Exhibit 4.3 to the Company’s Annual Report on Form

10-K, File No.

001-40623, filed with the SEC on March 31, 2022)

Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, File No.

of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K,

001-40623, filed with the SEC on September 30, 2022)

Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Forza X1, Inc., File No.

of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Forza

X1, Inc., File No.

001-41469, filed with the SEC on August 16, 2022)

Form of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Forza X1, Inc., File No.

001-41469, filed with the SEC on June 14, 2023)

Repurchase Agreement, by and among Twin Vee PowerCats, Inc., Twin Vee Catamarans, Inc.

and Northpoint Commercial Finance LLC, dated May 18, 2016 (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A, File No.

of Representative’s Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Forza

X1, Inc., File No.

001-41469, filed with the SEC on June 14, 2023)

Inventory Blanket Repurchase Agreement, dated January 12, 2017, by and between Twin Vee Catamarans, Inc.

and Bank of the West (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the SEC on April 8, 2021)

Inventory Financing Agreement, dated January 28, 2010, between GE Commercial Distribution Finance Corporation and Twin Vee Catamarans, Inc.

of Representative’s Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, File No.

filed with the Securities and Exchange Commission on May 12, 2025)

Form of Placement Agent’s Warrant (Incorporated by reference to Exhibit 4.19 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on February 23, 2026)

Agreement, by and among Twin Vee PowerCats, Inc., Twin Vee Catamarans, Inc.

and Northpoint Commercial Finance LLC, dated May 18,

2016 (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A, File No.

filed with the SEC on June 2, 2021)

Blanket Repurchase Agreement, dated January 12, 2017, by and between Twin Vee Catamarans, Inc.

and Bank of the West (Incorporated

by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the SEC on

April 8, 2021)

Financing Agreement, dated January 28, 2010, between GE Commercial Distribution Finance Corporation and Twin Vee Catamarans, Inc.

(Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A, File No.

333-255134, filed

with the SEC on June 2, 2021)

Lease Agreement, dated January 1, 2021, by and among Visconti Holdings, LLC, Twin Vee Catamarans, Inc.

and Twin Vee PowerCats, Inc.

SBA Loan Authorization and Agreement, dated April 21, 2020, with Twin Vee PowerCats, Inc.

(Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, File No.

(Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-k, File No.

001-40623, filed with the Securities and Exchange Commission on March 20, 2025).

Loan Authorization and Agreement, dated April 21, 2020, with Twin Vee PowerCats, Inc.

(Incorporated by reference to Exhibit 10.4

to the Company’s Registration Statement on Form S-1, File No.

333-255134, filed with the SEC on April 8, 2021)

47 unchanged sentences

333-261884, filed with the SEC on July 25, 2022)

Insider Trading Policy

Subsidiaries of Registrant

Wizz Banger 2025 Subsidiary Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on June 16, 2025)

Subsidiary Plan Stock Restriction Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on June 16, 2025)

Subsidiary Plan Stock Option Grant Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on June 16, 2025)

Underwriting Agreement, dated May 8, 2025, by and between Twin Vee PowerCats Co.

and ThinkEquity LLC, as representative of the underwriters (Incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on May 12, 2025)

Placement Agency Agreement, dated as of February 19, 2026, by and between Twin Vee PowerCats Co.

and ThinkEquity LLC, as placement agent (Incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K, File No.

001-40623, filed with the Securities and Exchange Commission on February 23, 2026)

Insider Trading Policy (Incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K, File No.

001-40623 filed with the Securities and Exchange Commission on March 20, 2025)

Subsidiaries of Registrant (Incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K, File No.

001-40623, filed with the Securities and Exchange Commission on March 20, 2025)

Consent of Independent Registered Public Accounting Firm

Certification of the Principal Executive Officer Pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Financial Officer and Principal Accounting Officer Pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by the Principal Executive Officer Pursuant to 18 U.S.C.

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

Certification by the Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C.

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

Clawback Policy adopted on November 10, 2023 (Incorporated by referenced to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, File No.

16 unchanged sentences

Twin Vee PowerCats Co.

March 20, 2025

February 27, 2026

/s/ Joseph C.

Chairman of the Board, Chief Executive Officer and President

Chairman of the Board, Chief Executive Officer, Interim Chief Financial Officer and President

Pursuant to the requirements of the Securities Exchange

2 unchanged sentences

/s/ Joseph C.

Chairman of the Board, Chief Executive Officer and President

(Principal Executive Officer)

March 20, 2025

/s/ Michael P.

Chief Financial & Administrative Officer (Principal Financial Officer and Principal Accounting Officer)

March 20, 2025

Chairman of the Board, Chief Executive Officer, Interim Chief Financial Officer and President (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

February 27, 2026

/s/ Preston Yarborough

Vice President and Director

March 20, 2025

February 27, 2026

Preston Yarborough

/s/Marcia Kull

March 20, 2025

/s/ Neil Ross

March 20, 2025

/s/Carol Craig

February 27, 2026

/s/ Kevin Schuyler

March 20, 2025

February 27, 2026

Kevin Schuyler

/s/ Larry Swets Jr.

February 27, 2026

Larry Swets Jr.

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