10-K/A
NATIONAL PRESTO INDUSTRIES INC (NPK)
--12-31FY2024
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549 ****
****
FORM 10-K/A
Amendment No. 1
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________________ to __________________________
Commission File Number 1-2451
NATIONAL PRESTO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Wisconsin | 39-0494170 |
|---|---|
| (State or other jurisdiction of | (IRS Employer |
| incorporation or organization) | Identification Number) |
| | |
| 3925 North Hastings Way | |
| Eau Claire, Wisconsin | 54703-3703 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (715) 839-2121
Securities registered pursuant to Section 12(b) of the Act:
| | Trading | Name of each exchange |
|---|---|---|
| Title of each class | Symbol(s) | on which registered |
| $1.00 par value common stock | NPK | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $385,752,731. The number of shares outstanding of each of the registrant's classes of common stock, as of March 4, 2025 was 7,143,484.
EXPLANATORY NOTE
On March 14, 2025 National Presto Industries, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original 10-K”). This Amendment amends the Original 10-K solely to file Exhibit 9.3 (Voting Trust Amendment) and Exhibit 19.1 (Insider Trading Policy), which were inadvertently omitted from the Original 10-K.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original 10-K. This Amendment is an exhibit-only filing. Except for the inclusion of Exhibits 9.3 and 19.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | Documents filed as part of this Form 10-K: | ||
|---|---|---|---|
| Form 10-K | |||
| Page Reference | |||
| 1. | Consolidated Financial Statements: | ||
| See “Consolidated Financial Statements” in Item 15 of Form 10-K, which is incorporated by reference. | |||
| 2. | Consolidated Financial Statement Schedule: | ||
| See “Consolidated Financial Statements” in Item 15 of Form 10-K, which is incorporated by reference. |
Reference is made to Item 15(a)2 of Form 10-K for the year ended December 31, 2024.
SIGNATURES
Pursuant to the Requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NATIONAL PRESTO INDUSTRIES, INC.<br> (registrant) | ||
|---|---|---|
| By: | /S/ Maryjo Cohen | |
| Maryjo Cohen | ||
| President and Chief Executive Officer | ||
| Date: April 3, 2025 |
ex_796425.htm
EXHIBIT 9.3
VOTING TRUST AGREEMENT AMENDMENT
Whereas, the persons, listed below (hereinafter referred to as the “Certificate Holders”) wish to amend the Voting Trust Agreement entered into as of December 4, 1989 (hereinafter referred to as the “Voting Trust Agreement”) to extend the term of the Voting Trust created in that Agreement for an additional twenty years from this 15th day of August 2024 to further effectuate the purpose of that trust.
NOW, THEREFORE, in the interests of continuing to stabilize and enhance the voting power of the shares held in trust, the Certificate Holders for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, have agreed to extend the term of the Voting Trust Agreement by amending paragraph 4 of that Agreement to provide for the Agreement to remain in full force and effect for twenty (20) years from the date of August 15, 2024.
All other terms of the Agreement remain unchanged.
In WITNESS WHEREOF, The parties hereto have hereunto set their hands as of August 15, 2024.
| 1983 Cohen Family Trust | Maryjo Cohen 1998 Trust | ||
|---|---|---|---|
| By: | /S/ Maryjo Cohen | By: | /S/ Maryjo Cohen |
| Maryjo Cohen | Maryjo Cohen | ||
| Its Trustee | Its Trustee | ||
| Amy R. Cohen Alpine 1998 Trust | Alyssa M. Alpine 1998 Trust | ||
| By: | /S/ Amy R. Cohen Alpine | By: | /S/ Alyssa M. Alpine |
| Amy R. Cohen Alpine | Alyssa M. Alpine | ||
| Its Trustee | Its Trustee | ||
| Alyssa M. Alpine 2010 Trust | Alyssa M. Alpine 2012 Trust | ||
| By: | /S/ Maryjo Cohen | By: | /S/ Maryjo Cohen |
| Maryjo Cohen | Maryjo Cohen | ||
| Its Trustee | Its Trustee | ||
| Phillips/Cohen GST Family Trust | Alpine Family 2012 Trust | ||
| By: | /S/ Maryjo Cohen | By: | /S/ Maryjo Cohen |
| | Maryjo Cohen | Maryjo Cohen | |
| | Its Trustee | Its Trustee | |
| Phillips/Cohen GST Family Non-Exempt Tr | Alpine Family 2012 Non-Exempt Tr | ||
| By: | /S/ Maryjo Cohen | By: | /S/ Maryjo Cohen |
| Maryjo Cohen | Maryjo Cohen | ||
| Its Trustee | Its Trustee | ||
| A Alpine Trust U/T E Cohen | |||
| By: | /S/ Maryjo Cohen | ||
| Maryjo Cohen | |||
| Its Trustee |
ex_796440.htm
EXHIBIT 19.1
NATIONAL PRESTO INDUSTRIES, INC.
POLICY STATEMENT
SECURITIES TRADING BY RESTRICTED PERSONNEL
(Updated January 2025)
SUMMARY
Federal laws and policies of National Presto Industries, Inc. (the “Company”) prohibit transactions in Company stock when a person is in possession of material non-public information related to the Company.
Material information is any information that a reasonably prudent investor would consider to be important in making a decision to buy or sell a security. It certainly includes any information the public disclosure of which could be expected to affect the market price for the Company’s stock. Either positive or negative information may be material. A person possessing such information must wait at least one full business day following the announcement of material information before engaging in any market trade of Company stock, assuming at the time of the transaction the person does not have other material information that has not been made public.
Company policy also prohibits disclosure of material non-public information except on a need-to-know basis. Even if the person possessing such information is not engaging in any stock trading activity, the information may not be disclosed to others who have no need to know, including fellow employees, family members, friends and any others outside the Company. This information is owned by the Company and must be protected as such. Any questions from brokers, securities analysts or the media regarding the Company must be directed to the Chief Executive Officer, Chief Financial Officer or the Corporate Secretary.
Certain individuals, due to the nature of their positions, are assumed to have access to inside information. They are referred to as “restricted personnel” and their ability to trade is more limited than others in that their opportunity to trade is limited to proscribed dates and advance notice of their plan to trade must be provided to the Corporate Secretary or Chief Financial Officer, who must provide confirmation.
The Need for a Policy Statement
The Company’s stock is publicly traded; therefore, the Company is required to take active steps to prevent violations of insider trading laws by Company personnel. The consequences of insider trading violations can be severe. For individuals who trade on inside information or tip information to others: a civil penalty, a criminal fine and a jail term. For a company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading: a civil penalty and a criminal penalty. In addition, any employee, director or consultant who violates the Company’s confidential information and securities trading policy faces discipline or even termination of employment, whether or not the employee’s failure to comply results in a violation of law.
POLICY STATEMENT
If an individual has material non-public information relating to the Company (so-called “inside” information of a nature which could affect its stock price or affect an investor’s decision to buy or sell the Company’s stock), it is our policy that neither that person, nor any other person who resides in the home of that person or whose transactions may otherwise be attributable to that person, may buy or sell Company securities or engage in any other action to take advantage of, or to pass on to others, that information. Certain individuals due to the nature of their positions, are assumed to have access to inside information. Referred to as “restricted personnel”, these individuals include: (a) members of the Board of Directors of National Presto Industries, Inc., (b) all Officers of National Presto Industries, Inc., (c) full time direct reports to the Treasurer and Secretary of National Presto Industries, Inc., (d) members of the Boards of subsidiary companies that have manufacturing operations and/or product sales (such as AMTEC Corporation, Spectra Technologies, LLC, Woodlawn Manufacturing, LTD, OneEvent Technologies Inc., and Rely Innovations, Inc.) (e) all Officers of subsidiary companies and divisions thereof that have manufacturing operations and/or product sales (such as AMTEC Corporation (including Officers of its divisions (Amron and Tech Ord)), Spectra Technologies, LLC, Woodlawn Manufacturing, LTD, OneEvent Technologies, Inc., and Rely Innovations, Inc.), (f) direct reports to the President and Treasurer of AMTEC Corporation and Rely Innovations, Inc., (g) administrative assistants supporting the persons holding the Officer positions identified in (b) and (e) above, (h) the General Counsel, (i) direct reports to the General Counsel, (j) all accountants working at National Presto Industries, Inc., and subsidiary companies and divisions thereof that have manufacturing operations and/or product sales (such as AMTEC Corporation (including its divisions (Amron and Tech Ord)) Spectra Technologies, LLC, Woodlawn Manufacturing, LTD., OneEvent Technologies, Inc., and Rely Innovations, Inc.), and (k) any other position or person (including independent contractors) designated in writing by any individual holding any of the positions identified in (a)-(j) above. To avoid even the appearance of impropriety, restricted personnel may trade only when they possess no material nonpublic information, a trading window is open and even then, as described in more detail below, only after they have submitted a pre-trade clearance form to the Company Secretary or Chief Financial Officer in advance and have received confirmation.
This policy also applies to information relating to any other entity, including our customers or suppliers, obtained in the course of the individual’s employment or other relationship with the Company. Transactions that on the surface may be necessary for independent reasons (such as the need to sell Company stock for money in an emergency situation) are no exception.
Material Information. Material information is any information that a reasonable investor would consider important in a decision to buy, hold or sell stock. In short, any information the public disclosure of which could reasonably be expected to affect the price of the stock is deemed to be material. Either positive or negative information may be material.
Disclosing Information To Others. Whether the information is proprietary information about the Company or one of its suppliers or customers, or information that could have an impact on the price of Company’s or its supplier’s or customer’s stock, Company personnel must not pass the information on to others. The above penalties apply whether or not the individual derives any benefit from another’s actions. In order to prevent unintentional disclosure, all inquiries and requests for information regarding the Company or the Company’s suppliers or customers (e.g., from the media, stockbrokers or securities analysts) must be referred to the Chief Executive Officer, Chief Financial Officer or the Corporate Secretary.
When Information Is Public. Because Company shareholders and the investing public should be afforded the time to receive the information and act upon it, employees and directors must not engage in any transactions until at least one full business day after the information has been released.
Trading Window. The window period starts one business day following the filing of a Form 10-K or 10-Q and ends on the last trading day of the calendar month during which the filing was made.
Pre-trade Clearance. Prior to making any Presto stock transaction (401K transactions, stock option grants or exercises, acquisitions, dispositions, transfers, etc.), restricted personnel must notify the Corporate Secretary or Chief Financial Officer of the proposed transaction by submitting the Pre-Trade Notification Form, as updated from time to time by the Company, and await the Secretary’s or CFO’s confirmation.
Notwithstanding the foregoing, even if confirmation is received, restricted personnel are still prohibited from effectuating the transaction if they possess material non-public information or would violate any other provision of this policy or any applicable securities law or regulation. To the extent individuals are uncertain as to whether their knowledge would be deemed material non-public information, they are encouraged to consult with outside counsel. Failure to receive confirmation at all or on a timely basis shall not give rise to any claims against the Company or the Corporate Secretary or Chief Financial Officer.
Exception for 10b5-1 Trading Plans
As a limited exception to the prohibition against insider trading, Securities & Exchange Regulations (and thus the Company policy) permits restricted personnel to trade in Company securities regardless of their awareness of material inside information if the trade is made according to a pre-arranged trading plan that was entered into when the person was not in possession of material inside information. Company policy requires such trading plans to be written and to specify the amount of, date on and price at which the securities are to be traded, or to establish a formula for determining such items. Trading plans must be submitted in writing to the Corporate Secretary or Chief Financial Officer for approval before adoption or amendment.
Additional Transactions
1. Trading in Company securities on a short-term basis. Any Company stock purchased in the open market by restricted personnel must be held for a minimum of six months (Note that the SEC’s short-swing profit rule prevents certain individuals from selling Company stock within six months of purchase)
2. Purchases on margin or short sales. Although Presto stock is marginable because it is listed on the New York Stock Exchange, restricted personnel are not permitted, under Company policy, to “margin” Presto stock, whether for the purchase of Presto stock or any other securities. Restricted personnel are also prohibited from “selling short” Presto stock (a “short sale” is a sale of shares which the seller does not own but expects to purchase in the future at a lower price).
3. Buying or selling puts or calls on Presto securities. Restricted personnel are prohibited from buying and selling “puts” and “calls” on Presto securities.
Post-Termination Transactions
Restricted personnel in possession of material nonpublic information when their employment terminates, may not trade in Company securities until that information is public or is no longer material.
Company Assistance
Any person who has any questions about this Policy Statement or questions about specific transactions should contact the Corporate Secretary. The ultimate responsibility for adhering to the Policy Statement and complying with all applicable laws, rests with the individual. Thus, it is imperative to use good judgment.
Certification
The undersigned hereby certifies that he or she has read and understands, and agrees to comply with, and since the date this policy became effective or such shorter period of time that he or she has been an employee, director or agent of the Company has complied with this Policy Statement on Confidential Information and Securities Trading by restricted personnel, a copy of which was retained by the undersigned.
Date:________________Signature:____________________________Name:___________________________
ex_795173.htm
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Maryjo Cohen, certify that:
1. I have reviewed this annual report on Form 10-K/A of National Presto Industries, Inc.;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: April 3, 2025 | /S/ | Maryjo Cohen |
|---|---|---|
| Maryjo Cohen | ||
| Chief Executive Officer |
ex_795174.htm
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David J. Peuse, certify that:
1. I have reviewed this annual report on Form 10-K/A of National Presto Industries, Inc.;
- Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: April 3, 2025 | /S/ | David J. Peuse |
|---|---|---|
| David J. Peuse | ||
| Director or Financial Reporting and | ||
| Treasurer (Principal Financial Officer) |