8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2025

Data I/O Corporation
(Exact name of registrant as specified in its charter)
Washington	0-10394	91-0864123
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(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6645 185th Ave. N.E., Suite 100, Redmond, WA 98052

(Address of principal executive offices, including zip code)

(425) 881-6444

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	DAIO	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Items reported in this filing:

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 7.01 Regulation FD Disclosure

Item 9.01 Financial Statements and Exhibits

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

The Board of Directors has elected Steven Waszak to the Board effective December 3, 2025. Mr. Waszak was also named to the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee of the Board.

Mr. Waszak has served as the Chief Financial Officer at SMTC Corporation since March 2018. Mr. Waszak has a Bachelor of Science in Accounting from Loyola Marymount University and is a CPA with the State of California (inactive). Our Chair of the Board, Edward Smith, was CEO of SMTC Corporation from 2017 to May 2024. Mr. Smith is currently the Executive Chairman of the Board at SMTC Corporation.

There were no arrangements or understandings pursuant to which he was selected. There have been no related person transactions. He will receive prorated the Data I/O Director standard retainer compensation and a grant of Restricted Stock Units equivalent to the prorated annual Director grant using the fair value on the date of appointment and vesting as of the next annual meeting of shareholders.

Data I/O Corporation has appointed Edward Smith to Chair of the Board, taking the place of Sally Washlow who will remain on the Board and assumes the position of Chair of the Compensation Committee.

Item 7.01: Regulation FD Disclosure

On December 4, 2025, Data I/O Corporation (the “Company”) issued a press release titled “Data I/O Announces Strengthening of Board of Directors.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release: Data I/O Announces Strengthening of Board Directors
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Data I/O Corporation
December4, 2025	By:	/s/Charles J. DiBona
		Charles J. DiBona
		Vice President and Chief Financial Officer
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daio_ex991.htm EXHIBIT 99.1

Data I/O Announces Strengthening of Board of Directors

Edward Smith Appointed Chair of the Board; Steven Waszak Appointed as Independent Director

Redmond, WA, December 4, 2025 – Data I/O Corporation (NASDAQ: DAIO), the leading global provider of data programming and security provisioning solutions for flash, flash-memory based intelligent devices and microcontrollers, announced changes to its Board of Directors intended to strengthen its leadership as the Company focuses on market expansion. Edward Smith, who has served on the Data I/O Board of Directors since 2022, has been appointed Chair of the Board. Steven Waszak has joined the Board of Directors of Data I/O effective December 3, 2025. Sally Washlow will remain on the Board and assumes the position of independent director and Chair of the Compensation Committee. The appointments announced today increase the size of the Board from five to six members, and increase the number of independent directors on the Board from four to five.

Edward J. Smith was appointed a director of Data I/O effective February 23, 2022. Currently he is serving as the Executive Chairman of the Board of SMTC Corporation. Previously he served as the President and Chief Executive Officer of SMTC Corporation from 2017 until May 2024. He served as President of Avnet Inc. for 7 years and held various other senior positions since 1994. Mr. Smith served as President and Chief Executive Officer of SMTEK International Inc. from 2002 to 2004, a tier II manufacturer in the EMS industry. Mr. Smith is a seasoned and successful executive with more than 25 years of experience in electronic manufacturing services (EMS) industry and the electronic components distribution industry. He has served on numerous private company and non-profit boards. He previously served on the board of directors of SMTC Corporation (NASDAQ: SMTX) until it went private in 2021. On August 21, 2024, he resigned from the board of directors of Aqua Metals, Inc. (NASDAQ: AQMS). Mr. Smith is the founder and currently runs the We Will Never Forget charitable foundation.

Steven Waszak is the Chief Financial Officer of SMTC Corporation, with a manufacturing footprint in the United States, Mexico and Asia. Mr. Waszak is responsible for the financial management of SMTC Corporation while driving long-term profitable growth organically and through expansion, focused on the success of SMTC’s customers and enhanced shareholder value. He joined SMTC while it was a publicly traded company and served as its CFO until the company was acquired by H.I.G. Capital, a global private equity firm, in a deal that was completed on April 5, 2021. During his tenure at SMTC, he served as CFO reporting to its then CEO, Edward Smith.

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As a Los Angeles native, Mr. Waszak began his career as a member of Deloitte’s Emerging Business Services group. With more than 30 years’ experience as a technology executive across corporate finance and strategic development roles, he has led teams through multiple M&A transactions exceeding $1 Billion in value. Prior to SMTC Corporation, Mr. Waszak served as CFO at Connected-Holdings, LLC, a vertically integrated, Internet of Things “IoT” intelligent services provider. From 2009 to 2014, Mr. Waszak held the role as CEO and President of BTI Systems, a developer of optical networks and innovative data-center interconnect solutions for smart-cloud providers which was acquired by Juniper Networks (NYSE: JNPR). Mr. Waszak’s C-Suite experience also includes serving as Vice President of Global Sales Operation for Ciena Corporation (NYSE: CIEN) following the acquisition of Internet Photonics (a Bell Labs spin-out), where he held the position of CFO/COO. Mr. Waszak has served on the Board of Directors of private entities and publicly traded companies including SMTEK International (NASDAQ: SMTK) and Retix (NASDAQ), a layer-3 routing + network management software for large enterprises.

Mr. Waszak has a Bachelor of Science in Accounting with a concentration in Business/Economics from Loyola Marymount University and is a CPA with the State of California (inactive). He has certificates from Executive Development Programs at Harvard Business School and Kellogg School of Management.

“We are excited to have Steve Waszak join Data I/O’s Board of Directors,” said William Wentworth, President and CEO of Data I/O Corporation. “Steve brings significant financial and M&A experience to the Board which will complement Data I/O’s strategic organic and inorganic growth initiatives. His addition to the Board along with the appointment of Edward Smith as our new Chair provides strengthened leadership with significant industry and collegial experience.”

About Data I/O Corporation

Since 1972, Data I/O has developed innovative solutions to enable the design and manufacture of electronic products for automotive, Internet-of-Things, medical, wireless, consumer electronics, industrial controls and other electronics devices. Today, our customers use Data I/O’s data provisioning solutions to manage device intellectual property from point of inception to deployment in the field. OEMs of any size can program and securely provision devices from early samples all the way to high volume production prior to shipping semiconductor devices to a manufacturing line. Data I/O enables customers to reliably, securely, and cost-effectively bring innovative new products to life. These solutions are backed by a portfolio of patents and a global network of Data I/O support and service professionals, ensuring success for our customers. Learn more at dataio.com/Company/Patents.

Learn more at dataio.com

Contacts:

Charles DiBona

| Vice President & Chief Financial Officer |

| Data I/O Corporation<br> <br>6645 185th Ave. NE, Suite 100 |

| Redmond, WA 98052 | | Darrow Associates, Inc. |

| Jordan Darrow |

| (512) 551-9296<br> <br>jdarrow@darrowir.com |

Data I/O Corporation

6645 185 th Avenue NE, Suite 100, Redmond, WA 98052

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