PSIX 10-K/A
Power Solutions International, Inc. (PSIX)
Table of Contents
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
(Address of Principal Executive Offices) |
(Zip Code) | |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
| ☒ | Accelerated filer | ☐ | ||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
Page |
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1 |
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2 |
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Item 10. |
Directors, Executive Officers and Corporate Governance | 2 | ||||
Item 11. |
Executive Compensation | 7 | ||||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 12 | ||||
Item 13. |
Certain Relationships and Related Transactions, and Director Independence | 14 | ||||
Item 14. |
Principal Accounting Fees and Services | 15 | ||||
16 |
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Item 15. |
Exhibits, Financial Statement Schedules | 16 | ||||
Item 16. |
Form 10-K Summary | 20 | ||||
20 |
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Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Amendment that are not historical facts are intended to constitute “forward-looking statements” entitled to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may involve risks and uncertainties. These statements often include words such as “anticipate,” “believe,” “budgeted,” “contemplate,” “estimate,” “expect,” “forecast,” “guidance,” “may,” “outlook,” “plan,” “projection,” “should,” “target,” “will,” “would” or similar expressions, but these words are not the exclusive means for identifying such statements. These forward-looking statements include statements subject to a number of risks, uncertainties and assumptions that may cause actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements.
The Company cautions that the risks, uncertainties and other factors that could cause its actual results to differ materially from those expressed in, or implied by, the forward-looking statements include, without limitation; the factors discussed in Item 1A. Risk Factors in the Original 10-K; the impact of the macro-economic environment in both the U.S. and internationally on our business and expectations regarding growth of the industry; uncertainties arising from global events (including the Russia-Ukraine, Israel-Hamas and the U.S./Israel-Iran conflicts), natural disasters or pandemics, and their impact on material prices; the effects of strategic investments on our operations, including our efforts to expand our global market share and actions taken to increase sales growth; the ability to develop and successfully launch new products; labor costs and other employment-related costs; loss of suppliers and disruptions in the supply of raw materials; the Company’s ability to continue as a going concern; the Company’s ability to raise additional capital when needed and its liquidity; uncertainties around the Company’s ability to meet funding conditions under its financing arrangements and access to capital thereunder; the potential acceleration of the maturity at any time of the loans under the Company’s uncommitted revolving credit agreement through the exercise by any lender of its demand right in its Revolving Credit Agreement; the impact of rising interest rates; changes in economic conditions, including inflationary trends in the price of raw materials; our reliance on information technology and the associated risk involving potential security lapses and/or cyber-attacks; the ability of the Company to accurately forecast sales, and the extent to which sales result in recorded revenues; changes in customer demand for the Company’s products; volatility in oil and gas prices; the impact of U.S. tariffs on imports and exports; the impact of supply chain interruptions and raw material shortages, including compliance disruptions such as the Uyghur Forced Labor Prevention Act (the “UFLPA”) delaying goods from China; the potential impact of higher warranty costs and the Company’s ability to mitigate such costs; any delays and challenges in recruiting and retaining key employees consistent with the Company’s plans; the potential effects of damage to our reputation or other adverse consequences if our employees, suppliers, sub-suppliers or other contract parties, agents or business partners violate anti-bribery, competition, export and import, trade sanctions, data privacy, environmental, human rights or other laws; and the impact of unanticipated changes in our effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities.
The Company’s forward-looking statements are presented as of the date hereof. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
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Table of Contents
Name |
Position |
Committee |
Age |
Director Since |
Weichai Designee | |||||
| Jiwen Zhang | Chairman of the Board | Strategic (Chair); Nominating (Chair) | 55 | 2023 | Yes | |||||
| Zhao Jin | Director | Strategic | 40 | 2025 | Yes | |||||
| Xuesen Yang | Director | Nominating, Compensation | 46 | 2025 | Yes | |||||
| Courtney Shea | Director | Audit; Compensation | 65 | 2025 | No | |||||
| Frank P. Simpkins | Director | Audit (Chair); Nominating; Strategic | 63 | 2017 | No | |||||
| Hong He | Director | Audit; Compensation (Chair) | 57 | 2019 | No | |||||
| Fuzhang Yu | Director | Compensation | 39 | 2023 | Yes |
Jiwen Zhang |
Age: 55 | Chairman of the Board | ||
| PSI Committee: | ||||
| • Strategic Committee (Chair) | ||||
| • Nominating (Chair) |
Zhao Jin |
Age: 40 | PSI Committee: | ||
| • Strategic |
Xuesen Yang |
Age: 46 | PSI Committee: | ||
| • Nominating | ||||
| • Compensation |
Courtney Shea |
Age: 65 | PSI Committees: | ||
| • Audit Committee | ||||
| • Compensation Committee |
Frank P. Simpkins |
Age: 63 | PSI Committees: | ||
| • Audit Committee (Chair) | ||||
| • Nominating Committee | ||||
| • Strategic Committee |
Hong He |
Age: 57 | PSI Committees: | ||
| • Audit Committee | ||||
| • Compensation Committee (Chair) |
Fuzhang Yu |
Age: 39 | PSI Committee: | ||
| • Compensation Committee |
Name |
Age |
Executive Officer Since |
Present Position with the Company | |||
C. (Dino) Xykis |
67 | 2021 | Chief Executive Officer | |||
Xun (Kenneth) Li |
56 | 2022 | Chief Financial Officer | |||
Zhaoying (Dorothy) Du |
48 | 2025 | General Counsel and Corporate Secretary |
| • | Short selling (i.e., selling Company securities you do not own at the time of sale); |
| • | Buying or selling put options, call options or other derivative securities relating to the Company on a securities exchange or in any other organized securities market; |
| • | Engaging in hedging transactions, such as “costless collars” and forward sale contracts; |
| • | Purchasing Company securities on margin; or |
| • | Pledging the Company’s stock and/or borrowing against it in a margin account. |
| • | C. (Dino) Xykis, Chief Executive Officer; |
| • | Xun (Kenneth) Li, Chief Financial Officer; and |
| • | Zhaoying (Dorothy) Du, General Counsel and Corporate Secretary |
Name and Principal Position |
Year |
Salary |
Bonus (1) |
Option/SAR Awards |
Nonequity Incentive Plan Compensation (2) |
All Other Compensation (3) |
Total |
|||||||||||||||||||||
C. (Dino) Xykis |
2025 | $ | 598,276 | $ | 816,790 | — | $ | 945,612 | $ | 64,538 | $ | 2,425,216 | ||||||||||||||||
Chief Executive Officer |
2024 | $ | 539,846 | $ | 71,985 | — | $ | 534,674 | $ | 62,728 | $ | 1,209,233 | ||||||||||||||||
Xun (Kenneth) Li |
2025 | $ | 403,214 | $ | 420,827 | — | $ | 462,302 | $ | 17,757 | $ | 1,304,100 | ||||||||||||||||
Chief Financial Officer |
2024 | $ | 385,851 | $ | 38,585 | — | $ | 264,166 | $ | 14,574 | $ | 703,176 | ||||||||||||||||
Zhaoying (Dorothy) Du (4) |
2025 | $ | 111,000 | $ | 30,000 | — | $ | 128,765 | $ | 7,611 | $ | 277,376 | ||||||||||||||||
General Counsel and Corporate Secretary |
2024 | — | — | — | — | — | — | |||||||||||||||||||||
Randall Lehner (5) |
2025 | $ | 94,231 | — | — | — | $ | 355,755 | $ | 449,986 | ||||||||||||||||||
General Counsel |
2024 | $ | 282,692 | $ | 38,500 | — | $ | 201,624 | $ | 19,508 | $ | 542,324 | ||||||||||||||||
| (1) | The amounts reported for each named executive officer in this column for 2025 include (i) for Mr. Xykis: $816,790 for the 2025 LTI Plan, which is described below under “ Long Term Incentive Plan one-time bonus. |
| (2) | The amounts reported for each named executive officer in this column for 2025 represent their 2025 Key Performance Indicator (“KPI”) Plan, amounts. A description of the Company’s 2025 KPI plan is set forth below under “ 2025 Key Performance Indicator Plan; |
| (3) | The reported amounts for 2025 in the “All Other Compensation” column include (i) for Mr. Xykis: (a) $2,338 for life insurance premiums, (b) $44,700 for automobile-related expenses (including an automobile and automobile lease allowances) and (c) $17,500 for 401(k) matching contributions; (ii) for Mr. Li (a) $17,500 for 401(k) matching contributions and (b) $257 for life insurance premiums; (iii) for Ms. Du: (a) car allowance of $3,200, (b) $4,342 for 401(k) matching contributions and (c) $69 for life insurance premiums; and (iv) Mr. Lehner: (a) car allowance of $2,400, (b) $16,528 for 401(k) matching contributions and (c) $336,827 related to severance. |
| (4) | Ms. Du joined the Company on September 3, 2025. The amounts reported for Ms. Du reflect compensation earned from her start date through December 31, 2025. |
| (5) | Mr. Lehner joined the Company effective March 4, 2024 and Mr. Lehner and the Company mutually agreed to terminate the Lehner Employment Agreement, effective April 24, 2025. |
Performance Payout Threshold (interpolation used between these points) |
Revenue (in millions) ( of Goal) |
Pre-tax Income (in millions) ( of Goal) |
||||||
0% Target |
$ | 476 | $ | 71 | ||||
100% Target |
$ | 600 | $ | 82 | ||||
200% Target |
$ | 650 | $ | 94 | ||||
300% Target |
$ | 700 | $ | 106 | ||||
Performance Metric |
Weighting (%) |
2025 Actual Performance (in millions) |
Earned (%) |
Achieved (%) |
||||||||||||
Revenue (less tariffs) |
50 | % | $ | 704.7 | 300 | % | 150 | % | ||||||||
Pre-Tax Income |
50 | % | $ | 103.4 | 277 | % | 138.6 | % | ||||||||
Total Company Performance Achievement |
100 | % | 288.6 | % | ||||||||||||
Option/SAR Awards |
||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options/SARs (#) Exercisable |
Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable |
Option/SAR Exercise Price ($) |
Option/SAR Expiration Date |
||||||||||||
C. (Dino) Xykis |
— | 28,334 | 2 |
2.99 | April 25, 2033 | |||||||||||
Xun (Kenneth) Li |
— | 7,500 | 2 |
2.00 | September 2, 2032 | |||||||||||
Zhaoying (Dorothy) Du |
— | 700 | 3 |
65.76 | December 11, 2035 | |||||||||||
| (1) | The amount reported represents Mr. Xykis’ outstanding SAR award, effective April 25, 2023, under the 2012 Plan, which vests and becomes exercisable in three equal installments on April 25, 2024, April 25, 2025 and April 25, 2026. |
| (2) | The amount reported represents Mr. Li’s outstanding SAR award, effective September 2, 2022, under the 2012 Plan, which vests and becomes exercisable in four equal installments on September 2, 2023, September 2, 2024, September 2, 2025 and September 2, 2026. |
| (3) | The amount reported represents Ms. Du’s outstanding SAR award, effective December 11, 2025, under the 2012 Plan, which vests and becomes exercisable in three equal installments on December 11, 2026, December 11, 2027 and December 11, 2028. |
| • | A cash retainer of $50,000 per year; |
| • | An additional cash retainer of $25,000 per year to the Chairman of the Board and the Chair of the Audit Committee; |
| • | An additional cash retainer of $15,000 per year to the Chair of the Compensation Committee; |
| • | 5,000 shares of restricted stock per year; and |
| • | Meeting fees of $1,500 per day for each Board and Committee meeting. |
Name |
Fees Earned or Paid in Cash |
Stock Awards (1) |
Total |
|||||||||
Jiwen Zhang (4) |
$ | 132,000 | — | $ | 132,000 | |||||||
Courtney Shea (2) |
$ | 10,909 | $ | 328,800 | $ | 339,709 | ||||||
Frank P. Simpkins |
$ | 145,500 | $ | 328,800 | $ | 474,300 | ||||||
Xuesen Yang (3)(4) |
$ | 30,925 | — | $ | 30,925 | |||||||
Hong He |
$ | 131,000 | $ | 328,800 | $ | 459,800 | ||||||
Fuzhang Yu (4) |
$ | 21,925 | — | $ | 21,925 | |||||||
Zhao Jin (4) (5) |
$ | 17,425 | — | $ | 17,425 | |||||||
Gengsheng Zhang (6) |
— | — | — | |||||||||
Kenneth W. Landini (7) |
$ | 67,500 | — | $ | 67,500 | |||||||
Kui Jiang (8) |
$ | 74,710 | — | $ | 74,710 | |||||||
| (1) | Reflects the aggregate grant date fair value of restricted stock granted to Ms. Shea and Messrs. Simpkins and He on December 11, 2025, which will vest on July 24, 2026, and related to their 2025 Board service. The grant date fair value is computed in accordance with FASB ASC Topic 718. As of December 31, 2025, Ms. Shea and Messrs. Simpkins and He each had 5,000 unvested shares of restricted stock. Mr. Landini’s 5,000 shares of restricted stock granted on December 12, 2024, vested on July 10, 2025, prior to his resignation from the Board on July 23, 2025. Mr. Landini did not receive a restricted stock grant in 2025. |
| (2) | On July 24, 2025, Ms. Shea was appointed to the Board, effective as of that date and will continue to serve until the Company’s 2026 annual meeting of stockholders or until her successor is duly elected and qualifies. |
| (3) | On October 9, 2025, Mr. Yang was appointed to the Board, effective as of that date and will continue to serve until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualifies. |
| (4) | On November 11, 2025, the Weichai board members were granted compensation as part of the board effective October 9, 2025. |
| (5) | On October 9, 2025, Mr. Jin was appointed to the Board, effective as of that date and will continue to serve until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualifies. |
| (6) | On October 9, 2025, Mr. Zhang resigned as a member of the Board, effective as of that date. |
| (7) | On July 23, 2025, Mr. Landini resigned as a member of the Board, effective as of that date. |
| (8) | On October 9, 2025, Mr. Jiang resigned as a member of the Board, effective as of that date. Mr. Jiang has earned fees for his 2025 Board and Committee services but not been paid such fees. |
Table of Contents
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information known to the Company regarding beneficial ownership of shares of the Company’s Common Stock as of April 23, 2026, by:
| • | each person who is known to us to be the beneficial owner of more than 5% of the outstanding shares of the Company’s Common Stock; |
| • | each named executive officer and each director; and |
| • | all of the Company’s executive officers and directors as a group. |
The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Beneficial ownership of Common Stock is based on 23,050,450 shares of Common Stock issued and outstanding as of April 23, 2026.
Except as otherwise indicated in the footnotes, each of the beneficial owners listed has, to the Company’s knowledge, sole voting and investment power with respect to the indicated shares of Common Stock. Addresses for the beneficial owners are set forth in the footnotes to the table.
| Name and Address of Beneficial Owner(1) |
Number of Shares of Common Stock |
Percent of Outstanding Common Stock |
||||||
| Directors: |
||||||||
| Jiwen Zhang |
— | — | ||||||
| Courtney Shea |
5,000 | * | ||||||
| Frank P. Simpkins |
30,000 | * | ||||||
| Hong He |
23,750 | * | ||||||
| Fuzhang Yu |
— | — | ||||||
| Xuesen Yang |
— | — | ||||||
| Zhao Jin |
— | — | ||||||
| Executive Officers: |
||||||||
| C. Dino Xykis |
0 | — | ||||||
| Xun (Kenneth) Li |
4,592 | * | ||||||
| Zhaoying (Dorothy) Du |
— | — | ||||||
| All executive officers and directors as a group (10 individuals) |
63,342 | * | ||||||
| Parties owning beneficially more than 5% of the outstanding shares: |
||||||||
| Kenneth Winemaster(2) |
2,211,274 | 9.6 | % | |||||
| Gary S. Winemaster(3) |
1,455,259 | 6.3 | % | |||||
| Weichai(4) |
10,599,759 | 46 | % | |||||
| * | Less than 1%. |
| (1) | Unless otherwise indicated, the business address of each individual is 201 Mittel Drive, Wood Dale, Illinois 60191. |
| (2) | According to the Form 4 filed with the SEC on May 16, 2019, Kenneth J. Winemaster beneficially owned 2,211,274 shares of Common Stock directly. Mr. Winemaster served as the Company’s Executive Vice President until January 1, 2022. Open market purchases or sales, if any, by Mr. Winemaster of Common Stock since the date that he ceased serving as the Company’s Executive Vice President are not known by the Company or reported in the table. |
| (3) | According to the Schedule 13D/A filed with the SEC on September 22, 2025, Gary Winemaster is the beneficial owner of 1,455,259 shares of Common Stock, with the sole power to vote, or direct the vote, and to dispose, or direct the disposition, of 1,454,578 shares of Common Stock and the shared power to vote, or direct the vote, and to dispose, or direct the disposition, of 681 shares of Common Stock. |
| (4) | According to the Form 4 filed with the SEC on September 15, 2025, Weichai America Corp. holds shared voting power with respect to 10,599,759 shares of Common Stock and shared dispositive power with respect to 10,599,759 shares of Common Stock with Weichai Power and Shandong Heavy Industry Group Co., Ltd. The business address of Weichai America Corp. is 3100 Golf Road, Rolling Meadows, IL 60008. |
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Table of Contents
Equity Compensation Plan Information
The following table summarizes information regarding the securities that may be issued under the 2012 Plan as of December 31, 2025:
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities reflected in Column (a)) (c) |
|||||||||
| Equity compensation plans approved by security holders |
30,170 | (1) | $ | 7.39 | (2) | 363,066 | (3) | |||||
| Equity compensation plans not approved by security holders |
— | — | — | |||||||||
| Total |
30,170 | $ | 7.39 | 363,066 | ||||||||
| (1) | Includes outstanding stock appreciation rights. |
| (2) | Represents the weighted average exercise price of outstanding stock appreciation rights. |
| (3) | Includes shares remaining available for issuance under the 2012 Plan as of December 31, 2025. |
| (4) | The Company also maintains the 2026 Phantom Unit Plan, which provides for cash-settled awards only and does not authorize the issuance of any shares of Common Stock. Accordingly, the Phantom Unit Plan is not reflected in the table above. |
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Table of Contents
Item 13. Certain Relationships and Related Transactions, and Director Independence.
RELATED PERSON POLICY AND TRANSACTIONS
Related Person Transactions Policy and Procedures
In the ordinary course of the Company’s business, the Company may from time to time enter into transactions with its directors, officers and 5% or greater stockholders. The Audit Committee is responsible for approving related party transactions, as defined in applicable rules promulgated by the SEC. Our Audit Committee operates under a written charter pursuant to which all related party transactions are reviewed for potential conflicts of interest situations. Such transactions must be approved by our Audit Committee prior to consummation.
Related Person Transactions
Other than as described below, during the years ended December 31, 2025, and 2024, the Company did not enter into any related person transactions.
Weichai
Weichai America Corp. (“Weichai America”), a wholly-owned subsidiary of Weichai Power Co., Ltd. (HK2338, SZ000338) (herein collectively referred to as “Weichai”), owns approximately 46.0% of the outstanding shares of the Company’s Common Stock as of December 31, 2025. For a detailed description of the Company’s historical transactions with Weichai, including the Share Purchase Agreement, the Investor Rights Agreement (the “Rights Agreement”), the Shareholders Agreement with the Founders, and the Shareholder Loan Agreement, see Note 1 (Stock Ownership and Control), Note 3 (Weichai Transactions) and Note 16 (Related Party Transactions) to the Consolidated Financial Statements included in the Original 10-K.
The Rights Agreement provides Weichai with representation on the Company’s Board and management representation rights. As of the date of this filing, Weichai has four representatives on the Board, which constitutes the majority of the directors serving on the Board.
The Company and Weichai executed a strategic Collaboration Agreement on March 20, 2017, as amended (the “Collaboration Agreement”), in order to achieve their respective strategic objectives and enhance the strategic cooperation alliance to share experiences, expertise and resources. The Collaboration Agreement expired on March 20, 2026. The Company has received a renewal notice from Weichai and is in the process of negotiating the renewal of the Collaboration Agreement; however, no formal extension has been executed as of the date of this filing. The Company’s sales to Weichai were $1.3 million and $1.8 million during 2025 and 2024, respectively. The Company purchased $39.8 million and $21.5 million of inventory from Weichai during 2025 and 2024, respectively.
In connection with the Revolving Credit Agreement, on August 30, 2024, the Company also entered into a new SLA with Weichai, which allowed the Company to borrow up to $105.0 million and expired August 31, 2025. Borrowings under the SLA incurred interest at the applicable SOFR, plus 4.05% per annum. If the interest rate for any loan was lower than Weichai’s borrowing cost, the interest rate for such loan would be equal to Weichai’s borrowing cost plus 1.0%. The borrowing requests made under the SLA were subject to Weichai’s discretionary approval. The payment of the borrowings under the SLA was subordinated in all respects to the Revolving Credit Agreement with the exception that the Company was allowed to make a single payment of $10.0 million to Weichai. The $60.0 million portion of the initial advance under the Revolving Credit Agreement was applied to pay all principal, interest, and other amounts outstanding under the Shareholder’s Loan Agreements that the Company was previously party to with Weichai except for $25.0 million. In January 2025, the Company amended the Revolving Credit Agreement. After the amendment date, the Company was able to repay the outstanding balance under the SLA in principal and interest provided there are no new borrowings under the SLA. In June 2025, the Company made the final payment of outstanding balances and fully repaid the SLA.
In January 2022, PSI and Société Internationale des Moteurs Baudouin (“Baudouin”), a France-based marine engine manufacturing subsidiary of Weichai Power, entered into an international distribution and sales agreement which enables Baudouin to bring PSI’s power systems line of products into the European, Middle Eastern, and African markets, which resulted in $1.2 million of sales during the year ended December 31, 2025. Beginning January 2024, this agreement automatically extends for additional one-year terms unless notice is given by one of the parties. In addition to sales, Baudouin will manage service, support, warranty claims, and technical requests.
In January 2025, the Company entered into a five-year purchase agreement with SWIEC, for the exclusive purchase and distribution of certain engine and engine components for the fulfillment of a contract with a customer in North America. The supply agreement includes annual minimum requirements of products ordered during the initial term. If all minimum targets are met within the first three-year periods, the contract may be negotiated to extend beyond the five-year initial term. The annual minimum requirements are as follows:
| (in thousands) |
||||
| Year Ending December 31, | ||||
| 2026 |
$ | 49,937 | ||
| 2027 |
$ | 49,937 | ||
| 2028 |
$ | 95,117 | ||
| 2029 |
$ | 95,117 | ||
| Total |
$ | 290,108 | ||
In February 2025, the Company entered into the MOR agreement with Weichai. The MOR agreement requires the Company to pay Weichai a fee of 1.75% of gross revenues generated by the sale of certain engines manufactured by Weichai. Fees are due on a quarterly basis. The 2025 fee is $0.1 million. The MOR agreement expires in December 2029.
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Table of Contents
During the year ended December 31, 2025, PSI and KION North America Corporation (“KNA”), a subsidiary of Weichai, were negotiating the terms of an agreement for PSI to develop and supply a 2.4L dual-fuel engine for use by KNA in the production of materials handling equipment. Prior to entering into a written development agreement, KNA suspended its plans to purchase the engine. PSI had completed significant development milestones at the time of suspension. Effective December 31,2025, the parties entered into a settlement agreement under which KNA paid approximately $0.5 million to resolve PSI’s claims for development costs incurred. Under the settlement agreement, KNA retains the right to resume development through December 31, 2028, and is under no obligation to do so.
Director Independence
The Board has determined that the Company is a “controlled company,” as defined in Rule 5615(c)(1) of the Nasdaq Marketplace Rules. The Board has based this determination on the fact that Weichai, through its direct ownership of approximately 46% of the Company’s outstanding Common Stock, combined with enforceable irrevocable proxies and voting agreements over the Founders’ shares pursuant to the Shareholders Agreement dated March 20, 2017, holds more than 50% of the voting power for the election of directors. The Company and Weichai have entered into a Shareholders Agreement with the Company’s founders (the “Founders”), pursuant to which the Founders have agreed to vote in favor of Weichai’s designees to the Board and for certain other matters. The Founders currently beneficially own at least approximately 6.3% of the Company’s Common Stock as of September 18, 2025. Under the Nasdaq rules, a company where more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance requirements, including:
| • | a majority of the Board consists of independent directors; |
| • | PSI’s Nominating Committee be composed entirely of independent directors; and |
| • | PSI’s Compensation Committee be composed entirely of independent directors. |
In addition to the Nasdaq independence requirements, the Company also applies the independence guidelines set forth in its Corporate Governance Guidelines, which are available on the Company’s website at www.psiengines.com in the “Investors” section, under “Governance” and which are substantially similar to the Nasdaq’s director independence requirements and “controlled company” exemptions. Consistent with this requirement, based on the review and recommendation of the Nominating Committee, the Board reviewed all relevant identified transactions or relationships between each of the Company’s directors, former directors, or any of their family members, and PSI, the Company’s senior management and the Company’s independent registered public accounting firm, and has affirmatively determined that each of Messrs. He, Simpkins and Ms. Shea meet the standards of independence under the applicable Nasdaq listing standards. In making this determination, the Board found Messrs. He, Simpkins and Ms. Shea to be free of any relationship that would impair their individual exercise of independent judgment with regard to the Company. The Board has also determined that each member of its Audit Committee is independent under Nasdaq Rule 5605(a)(2). The Board found that Messrs. Jiwen Zhang, Zhao Jin, Xuesen Yang and Fuzhang Yu are not independent under the applicable Nasdaq listing standards.
Item 14. Principal Accounting Fees and Services.
AUDIT-RELATED MATTERS
Independent Registered Public Accounting Firm Fees
The following table shows the fees for professional services rendered to us by BDO USA, P.C. (“BDO”) for services in respect of the years ended December 31, 2025, and 2024.
| 2025 | 2024 | |||||||
| Audit Fees(1) |
$ | 1,439,335 | $ | 1,260,748 | ||||
| Audit-Related Fees(2) |
— | — | ||||||
| Tax Fees(3) |
— | — | ||||||
| All Other Fees(4) |
— | — | ||||||
|
|
|
|
|
|||||
| Total Fees |
$ | 1,439,335 | $ | 1,260,748 | ||||
| (1) | Audit Fees: Audit fees for the fiscal years 2025 and 2024 include the aggregate fees incurred for the audit of the Company’s annual consolidated financial statements and to review interim quarterly consolidated financial information. |
| (2) | Audit-Related Fees: The Company did not engage BDO for any audit-related services during the 2025 and 2024 fiscal years. |
| (3) | Tax Fees: The Company did not engage BDO for any tax services during the 2025 and 2024 fiscal years. |
| (4) | All Other Fees: The Company did not engage BDO for any other services during the 2025 and 2024 fiscal years. |
In accordance with its charter, the Audit Committee approved in advance all audit services provided by the Company’s independent registered public accounting firm for fiscal year 2025.
Pre-Approval Policy and Procedures
In accordance with its charter, the Audit Committee approves in advance all audit and non-audit services to be provided by the Company’s independent registered public accounting firm.
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PART IV
| Item 15. | Exhibits, Financial Statement Schedules. |
EXHIBIT INDEX
The following documents listed below that have been previously filed with the SEC (1934 Act File No. 001-35944) are incorporated herein by reference:
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| * | Filed with this Report. |
| ** | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
| † | Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon request. |
| †† | Management contract or compensatory plan or arrangement. |
| ††† | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been separately filed with the SEC. |
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| Item 16. | Form 10-K Summary. |
None.
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, on the 30th day of April 2026.
| POWER SOLUTIONS INTERNATIONAL, INC. | ||
| By: | /s/ Xun Li | |
| Name: | Xun Li | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 30th day of April 2026.
| Signature |
Title | |||||
| /s/ C. Dino Xykis |
Chief Executive Officer | |||||
| C. Dino Xykis | (Principal Executive Officer) | |||||
| /s/ Xun Li |
Chief Financial Officer | |||||
| Xun Li | (Principal Accounting Officer) | |||||
| /s/ Jiwen Zhang |
||||||
| Jiwen Zhang | Chairman of the Board and Director | |||||
| /s/ Courtney Shea |
||||||
| Courtney Shea | Director | |||||
| /s/ Xuesen Yang |
||||||
| Xuesen Yang | Director | |||||
| /s/ Zhao Jin |
||||||
| Zhao Jin | Director | |||||
| /s/ Frank P. Simpkins |
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| Frank P. Simpkins | Director | |||||
| /s/ Hong He |
||||||
| Hong He | Director | |||||
| /s/ Fuzhang Yu |
||||||
| Fuzhang Yu | Director | |||||
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