RSKIA 10-K
George Risk Industries, Inc. (RSKIA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
For the transition period from __________ to _________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (IRS Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange on Which Registered | |
| None | None |
Securities registered under Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets | ||||
| OTC Markets |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes ☐ |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Sections 15(d) of the Act.
| Yes ☐ |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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.
| 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 (§ 229-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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 ☐ | ||
| 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 U.S.C. 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
|
Based
on the closing sale price on October 31, 2025, the aggregate market value of the voting stock held by non-affiliates (assuming, for this
purpose, that all directors, officers and owners of 5% or more of the registrant’s common stock are deemed affiliates) of the registrant
was $
The number of outstanding shares of the common stock as of August 7, 2026, was .
Part I
Preliminary Note Regarding Forward-Looking Statements and Currency Disclosure
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our, or our industry’s, actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We do not intend to update any of the forward-looking statements to conform these statements to actual results except as required by applicable law, including the securities laws of the United States.
Our financial statements are stated in United States dollars, rounded to the nearest thousand, and are prepared in accordance with United States Generally Accepted Accounting Principles.
| Item 1 | Business |
Business Development
George Risk Industries, Inc. (“GRI” or the “Company”) was incorporated in 1967 in Colorado. The Company is presently engaged in the design, manufacture, and sale of custom computer keyboards, proximity switches, security alarm components and systems, pool access alarms, EZ Duct wire covers, water sensors, electronic switching devices, high security switches and cable and wire installation tools.
Products, Market, and Distribution
The Company designs, manufactures, and sells computer keyboards, proximity switches, security alarm components and systems, pool access alarms, water sensors, electronic switching devices, high security switches, and wire and cable installation tools. The Security sales division, which concentrates on selling products for security purposes, comprises approximately 96.0% of net revenues and these goods are sold to distributors and alarm dealers/installers.
The security division has approximately 1,000 current customers. One of the distributors, ADI Global Distribution, LLC (ADI), accounts for approximately 37.1% of the Company’s sales of these products. Anixter, Inc. accounts for another 23.5% of the security division of the Company sales. The loss of these distributors would be significant to the Company. However, both companies have purchased products from the Company for many years and are expected to continue. The Company also has a written agreement with ADI. This agreement was signed in February 2011 and was initiated by the customer. The contents of the agreement include product terms, purchasing, payment terms, term and termination, product marketing, representations and warranties, product support, mutual confidentiality, indemnification and insurance, and general provisions.
The keyboard and proximity switch division has approximately 300 customers. These products are primarily sold to original equipment manufacturers to their specifications and to distributors of off-the-shelf keyboards of proprietary design.
| 2 |
Competition
The Company has intense competition in the keyboard/proximity and security/burglar alarm lines.
The security/burglar alarm division has approximately six major competitors. The Company competes well based on price, product design, quality, customization, and having products made in the USA.
The competitors in the keyboard/proximity division are larger companies with automated production facilities. GRI has emphasized small custom order sales that many of its competitors decline or discourage.
Research and Development
The Company conducts research and development for its customers when needed and as requested. Costs in connection with such product development have been borne by the customers. Costs associated with the development of new products are expensed as incurred. The Company’s internal research and development activities support the development of new products.
Employees
GRI has approximately 190 employees.
| Item 1C | Cybersecurity |
| Item 2 | Properties |
The Company owns the manufacturing and the office facilities that it operates in. The total square footage of the plant in Kimball, Nebraska is approximately 50,000 sq. ft. A 7,500 sq. ft. warehouse for raw material storage was purchased in June 2017 when the Company acquired its cable and wiring division, and another 9,600 sq. ft. building was purchased in April 2020 to support additional expansion. Additionally, in November 2019, the Company purchased the 15,000 sq. ft. building that it previously leased from Bonita Risk, which is used mainly for offices. Bonita Risk is a director of the Company.
The Company also owns a 7,200 sq. ft. building in Gering, NE, used for manufacturing. Currently, there are approximately 34 employees at the Gering site.
| Item 3 | Legal Proceedings |
None.
| Item 4 | Mine Safety Disclosures |
Not applicable.
| 3 |
Part II
| Item 5 | Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities |
Principal Market
The Company’s Class A Common Stock, which is traded under the ticker symbol RSKIA, is currently quoted on the OTC Bulletin Board by one market maker.
Stock Prices and Dividends Information
| 2026 Fiscal Year | High | Low | ||||||
| May 1—July 31 | $ | 16.02 | $ | 15.00 | ||||
| August 1—October 31 | 19.57 | 15.50 | ||||||
| November 1—January 31 | 18.00 | 16.34 | ||||||
| February 1—April 30 | 18.59 | 17.00 | ||||||
| 2025 Fiscal Year | High | Low | ||||||
| May 1—July 31 | $ | 13.50 | $ | 12.00 | ||||
| August 1—October 31 | 16.02 | 12.60 | ||||||
| November 1—January 31 | 17.54 | 15.00 | ||||||
| February 1—April 30 | 17.30 | 15.00 | ||||||
On September 30, 2025, a dividend of $1.00 per common share was declared for the fiscal year ending April 30, 2026.
For the prior fiscal year, a dividend of $1.00 per common share was declared on September 30, 2024.
The number of holders of record of the Company’s Class A Common Stock as of April 30, 2026, was approximately 1,065.
Repurchases of Equity Securities
On September 18, 2008, the Board of Directors authorized the repurchase of up to 500,000 shares of the Company’s common stock. Purchases can be made in the open market or in privately negotiated transactions. The Board did not specify an expiration date for the authorization.
| 4 |
The following tables show repurchases of GRI’s common stock made on a quarterly basis:
| 2026 Fiscal Year | Number of shares repurchased | |||
| May 1—July 31 | 600 | |||
| August 1—October 31 | 700 | |||
| November 1—January 31 | 2,076 | |||
| February 1—April 30 | -0- | |||
| 2025 Fiscal Year | Number of shares repurchased | |||
| May 1—July 31 | -0- | |||
| August 1—October 31 | -0- | |||
| November 1—January 31 | 2,000 | |||
| February 1—April 30 | 2,300 | |||
There are still approximately 185,000 shares available for repurchase under the current resolution.
| Item 6 | [Reserved] |
Not Applicable
| 5 |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Executive Overview
George Risk Industries, Inc. (“GRI” or the “Company”) is a diversified manufacturer of electronic components, encompassing the security industry’s widest variety of door and window contact switches, environmental products, wire and cable installation tools, proximity switches and custom keyboards. The security products division comprises the largest portion of GRI sales and products are sold worldwide through distributors, who in turn sell these products to security installation companies. These products are used for residential, commercial, industrial, and government installations. International sales accounted for approximately 9.6% of revenues for fiscal year 2026 and 9.7% for 2025.
GRI is known for its quality American-made products, top-notch customer service, and the willingness to work with customers on their special applications.
GRI owns and operates its main manufacturing plant and offices in Kimball, Nebraska with a satellite plant 40 miles away in Gering, Nebraska.
The Company has substantial marketable securities holdings, and these holdings have a material impact on the financial results. For the year ending April 30, 2026, net other income accounted for 51.96% of income before income taxes. In comparison, for the year ending April 30, 2025, net other income accounted for 31.55% of the income before income taxes. Management’s philosophy for holding marketable securities is to keep the money working and earn interest on cash that does not need to be put back into the business. Over the years, the investments have kept the earnings per share up when the results from operations have not fared as well.
Management is always open to the possibility of acquiring a business that would complement our existing operations, as evidenced by the October 2017 purchase of substantially all of the assets from Labor Saving Devices, Inc. and Roy Bowling.
There are no known seasonal trends with any of GRI’s products, since the Company mostly sells to distributors and original equipment manufacturers. The products are tied to the housing industry and will fluctuate with building trends.
Liquidity and Capital Resources
Operating
Net cash decreased by $1,315,000 during the year ended April 30, 2026, and by $641,000 during the year ended April 30, 2025. Accounts receivable increased by $375,000 during the current fiscal year compared to a $768,000 increase in the prior fiscal year. The current fiscal year increase in cash flow from accounts receivable is the result of increased sales, offset by slightly slower collection of accounts receivable. The average collection time in days for the year ended April 30, 2026, is 72 days, compared to 65 days for the year ended April 30, 2025. As of April 30, 2026, 75.67% of receivables were aged less than 60 days (“Current”) and 5.49% were aged over 90 days. In comparison, 72.68% of the receivables were considered Current, and 7.65% were over 90 days past due as of April 30, 2025.
| 6 |
Inventories increased by $1,051,000 for the year ended April 30, 2026, compared to a decrease of $773,000 for the year ended April 30, 2025. The current fiscal year increase is primarily a result of having more raw materials on hand that have increased in price due to tariff increases implemented by the US government over the fiscal year, as well as increased labor costs and higher sales.
Prepaid expenses and other assets increased by $859,000 during the year ended April 30, 2026, compared to an increase of $196,000 for the prior year. The current fiscal year’s increase is due to higher prepayments for raw materials and the renewal of multi-year subscriptions.
Income tax refund receivable increased by $351,000 during the year ended April 30, 2026, with no activity in the account during the prior fiscal year. The increase is the result of amending prior-year income tax returns (FY 2023 & 2024) to claim additional research and development tax credits under the One Big Beautiful Bill Act, which was passed in 2025.
The federal solar tax credit receivable represents additional and existing federal solar tax credits we will receive from our purchase of transferable tax credits, pursuant to transferability provisions of the Inflation Reduction Act of 2022. Please see Note 1 - Purchase of Transferable Tax Credits, to our consolidated financial statements for further information.
For the year ended April 30, 2026, accounts payable increased by $84,000 compared to an increase of $10,000 for the year ended April 30, 2025. This difference is primarily a result of timing. Payables are paid within terms and fluctuate primarily based on production inventory needs. Accrued expenses increased $44,000 for the year ended April 30, 2026, compared to the prior year. This is primarily due to a higher year-end payroll accrual as of April 30, 2026, compared to April 30, 2025.
The Company’s income tax payable decreased $21,000 for the year ended April 30, 2026, compared to a decrease of $80,000 for the year ended April 30, 2025. The decrease in the current fiscal year income tax payable is due to the purchase of federal solar tax credits.
Investing
The Company spent $383,000 on property and equipment purchases during the year ended April 30, 2026, compared to $396,000 during the year ended April 30, 2025. These capitalized costs mainly consisted of purchases of machinery and equipment and making capital improvements. Additionally, the Company continues to purchase marketable securities, which include municipal bonds and quality stocks. Cash spent on purchases of marketable securities for the year ended April 30, 2026, was $1,137,000, compared with $980,000 for the year ended April 30, 2025. Net proceeds from the sale of marketable securities were $25,000 and $678,000 at April 30, 2026 and 2025, respectively. The Company uses “money manager” accounts for most stock transactions. By doing this, the Company gives an independent third-party firm, who are experts in this field, permission to buy and sell stocks at will. The Company pays quarterly service fees based on the value of the investments.
The Company received a cash distribution of $25,000 from the sale of the investment in the limited land partnership during the year ended April 30, 2026. This was the third and final distribution received from the sale of the limited land partnership. Please see Note. 1 - Investment in Limited Land Partnership, to our consolidated financial statements for further information.
| 7 |
Financing
Cash used in financing activities consists of declared dividends and the repurchase of the Company’s Class A common Stock. For the year ended April 30, 2026, $4,467,000 was spent on the payment of dividends. The Company declared a dividend of $1.00 per share of common stock on September 30, 2025, for the current fiscal year; equally, a $1.00 per share of common stock dividend was declared on September 30, 2024 and issued in the prior fiscal year. The Company continues to purchase back its Class A common stock when the opportunity arises. For the year ended April 30, 2026, the Company purchased $56,000 of treasury stock and $72,000 of treasury stock was repurchased for the year ended April 30, 2025. In an effort to repurchase its Class A Common Stock, the Company has been actively searching for stockholders that have been “lost” over the years.
As of April 30, 2026, working capital showed a year-over -year increase of 13.39%. The Company measures liquidity using the quick ratio, which is the ratio of cash, securities, and accounts receivable to current obligations. The Company’s quick ratio decreased to 11.176 for the year ended April 30, 2026, compared to 11.252 for the year ended April 30, 2025.
Results of Operations
GRI completed the year ending April 30, 2026 with a net profit of 45.82% of net sales. Net sales for the current fiscal year were $24,852,000, up 10.27% over the previous fiscal year. The increase in sales is a result of the Company continuing to provide quality products to our customers and a price increase that was implemented during the 4th quarter of the fiscal year. Cost of goods sold was 51.92% of net sales for the year ended April 30, 2026, and 51.59% for the same period last year. Management aims to keep the cost of goods sold percentage within 50% and was just slightly over that percentage for the current year. Management strives to be as efficient as possible as wages and material costs continue to increase. Management offset some of these added expenses by implementing a 5% price increase effective January 1, 2026. This price increase remains consistent with the prior year, raising prices 5% that became effective on February 1, 2025.
Operating expenses were 20.05% of net sales for the year ended April 30, 2026, compared to 20.73% for the year ended April 30, 2025. Management’s goal is to keep operating expenses at or below 25% of net sales, and this goal has been met for the current fiscal year. Income from operations for the year ended April 30, 2026 increased to $6,966,000, or 11.67%, from the year ended April 30, 2025, which had income from operations of $6,238,000. This increase was primarily due to increased sales and lower operating expenses.
Net other income for the year ended April 30, 2026, was $7,535,000, compared to $2,875,000 for the year ended April 30, 2025. Dividend and interest income was $1,608,000 for the current fiscal year, up 14.04% from $1,410,000 for the prior fiscal year. Investments in marketable securities are presented at fair value and any non-cash unrealized gain or loss is recognized in the statements of operations. As a result, an unrealized gain of $4,517,000 was recorded for the year ending April 30, 2026, compared to an unrealized loss of $75,000 for the year ending April 30, 2025. Net gain on the sale of investments for the current fiscal year was $898,000, a 4.16% decrease from the prior fiscal year’s $937,000.
Net income for the year ended April 30, 2026, was $11,388,000, up 59.65% from $7,133,000 for the year ended April 30, 2025. This escalation is primarily related to the greater amount in other income. Basic earnings per common share (“EPS”) for the year ended April 30, 2026, was $2.33, and diluted EPS for the same period was $2.32. Basic and diluted EPS for the year ended April 30, 2025, was $1.46 and $1.45 per share, respectively.
| 8 |
Management is hopeful that sales will continue to increase for the fiscal year ending April 30, 2027. Opportunities for Management include keeping up with business growth and continuing to focus on finding ways to get our products out to our customers in a timelier manner. Some of the ways we are accomplishing this include exploring more automation and reconfiguring our production floor to improve workflow efficiency. Challenges facing Management include keeping costs down as raw materials and labor costs continue to increase. The Company also struggles to get enough workers to fill production needs. Our Security sales division, which is our largest sales generator, is directly tied to the housing industry and we normally experience the same fluctuations. We are continually researching and developing new products to increase sales, and we are seeking products that complement our current offerings. Management is always open to the possibility of acquiring a business or product line that would complement our existing operations. Given the Company’s strong cash position, management believes this could be achieved without outside financing. The intent is to utilize the equipment, marketing techniques, and established customers to deliver new products and increase sales and profits.
New product development
The GRI engineering department continues to develop enhancements to our existing products and to develop new products that will help secure our position in the industry.
Explosion proof contacts that will be Underwriters Laboratories (UL) listed for hazardous locations are in development. There has been demand from our customers for this type of high security magnetic reed switch.
Research is underway on programmable temperature and humidity sensors with built-in hysteresis, a miniature-profile overhead door contact based on our popular 4532 series, and a brass water valve shut-off system.
Production has begun on a couple of newly developed products. First, there are magnetic contacts which are listed under UL 634 Level 2. These sensors will require additional UL testing and are used in high security applications such as government buildings, military use, nuclear facilities, and financial institutions. Secondly, we have updated our small profile glass break detector, and thirdly, we have expanded the GR3045 panic switch to include single-pull, double-throw (SPDT) versions, latching and non-latching, with LED indicator lights.
Wireless technology is a main area of focus for product development. We are considering adding wireless technology to some of our current products. A wireless contact switch is in the final stages of development. Also, we are working on wireless versions of monitoring devices which include glass break detection, tilt sensing, and environmental monitoring.
Critical Accounting Policies
The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses reported in those financial statements. These judgments can be subjective and complex, and consequently actual results could differ from those estimates. The most critical accounting policies relate to accounts receivable, marketable securities, inventory, and income taxes.
| 9 |
Accounts receivable—Accounts receivable are customer obligations due under normal trade terms. The Company sells its products to security alarm distributors, alarm installers, and original equipment manufacturers. Management performs continuing credit evaluations of its customers’ financial condition, and the Company generally does not require collateral.
The Company records an allowance for credit losses based on an analysis of specifically identified customer balances. The Company has a limited number of customers, each with individually large amounts due on any given date. Any unanticipated change in any one of these customers’ creditworthiness or other matters affecting the collectability of amounts due from such customers could have a material effect on the results of operations in the period in which such changes or events occur. After all attempts to collect a receivable have failed, the receivable is written off.
Marketable securities—The Company has investments in publicly traded equity securities, state and municipal debt securities, and real-estate investment trusts (REITs). The investments in securities are reported at fair value. The Company uses the average cost method to determine the cost of securities sold and any unrealized gains or losses on equity securities are reported in the respective period’s earnings. Unrealized gains and losses on debt securities are excluded from earnings and reported separately as a component of stockholders’ equity. Dividend and interest income are reported as earned.
In accordance with the Generally Accepted Accounting Principles in the United States (“US GAAP”), the Company evaluates all marketable securities for other-than-temporary declines in fair value. When the cost basis exceeds the fair market value for approximately one year, management evaluates the nature of the investment, cause of impairment, and number of investments that are in an unrealized loss position. When it is determined that a security will likely remain impaired, a recognized loss is recorded and the investment is written down to its new fair value. The investments are periodically evaluated to determine if impairment changes are required.
Inventories—Inventories are valued at the lower of cost or net realizable value. Costs are determined using the average cost-pricing method. The Company uses actual costs to price its manufactured inventories, approximating average costs. The reported net value of inventory includes finished saleable products, work-in-process and raw materials that will be sold or used in future periods. Inventory costs include raw materials, direct labor and overhead. The Company’s overhead expenses are applied, based in part, upon estimates of the proportion of those expenses that are related to procuring and storing raw materials as compared to the manufacture and assembly of finished products. These proportions, the method of their application, and the resulting overhead included in ending inventory, are based in part on subjective estimates and approximations, and actual results could differ from those estimates.
In addition, the Company records an inventory obsolescence reserve, which represents the cost of inventory that has not moved for over two years. There is inherent professional judgment and subjectivity made by management in determining the estimated obsolescence percentage. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events.
Income Taxes—US GAAP requires use of the assets and liability method, whereby current and deferred tax assets and liabilities are determined based on tax rates and laws enacted as of the balance sheet date. Deferred tax expense represents the change in the deferred tax asset/liability balances.
Related Party Transactions — One of the directors of the board, Joel Wiens, was the principal shareholder of FirsTier Bank. After his death on March 8, 2026, this ownership transferred to his two sons, Tim and Tom Wiens. FirsTier Bank is the financial institution the Company uses for its day-to-day banking operations. The year-end balances of accounts held at this bank were $4,193,000 and $5,340,000 for the years ended April 30, 2026 and 2025, respectively. The Company also received interest income from FirsTier Bank in the amount of approximately $154,000 for the year ended April 30, 2026, and approximately $215,000 was received for the year ended April 30, 2025.
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| Item 8 | Financial Statements and Supplementary Data |
Index to Financial Statements
George Risk Industries, Inc.
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of George Risk Industries, Inc.
Opinion on the Financial Statements
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Critical Audit Matter – Inventory Valuation
Critical Audit Matter Description
The Company manufactures its inventory, which involves the capture of direct labor and manufacturing overhead costs to inventory instead of as an expense when valuing work-in-process and finished goods inventory. This process involves complex calculations based on employee hours worked on manufacturing inventory, and the amount of overhead that will be captured is based on management’s subjective judgments. These judgments can have a significant impact on the Company’s reported assets and earnings if they should prove to be significantly inaccurate.
| F-2 |
How the Critical Audit Matter was Addressed in the Audit
Our principal procedures related to the Company’s valuation of work-in-process and finished goods inventory included the following:
| ● | We evaluated management’s significant accounting policies related to the valuation of manufactured inventory, including the methodology of how manufactured overhead is applied to inventory. | |
| ● | We tested the direct labor applied to a sample of work-in-process and finished goods inventory items by agreeing employees’ applied costs to their pay rates per their human resources file maintained by the company. | |
| ● | We tested the application of manufacturing overhead to a sample of work-in-process and finished goods inventory by recalculating the overhead we would expect to be applied based on the company’s standard overhead rate and the number of direct labor hours applied to the inventory. |
Critical Audit Matter – Valuation of Investments
Critical Audit Matter Description
The company has investments in publicly traded equity securities, state and municipal debt securities, REITS, and money markets and they are recorded at fair value. Some of these investments are Level 2 investments and do not have an observable value. In addition, as the securities are held at fair value, management must assess securities that are in a significant unrealized loss position for other than temporary impairment. For these securities, management must make difficult and subjective judgments about the ability of the issuer to be able to meet its obligations under terms of the security. These judgments can have a significant impact on the Company’s reported earnings if they should prove to be significantly inaccurate.
How the Critical Audit Matter was Addressed in the Audit
Our principal procedures related to the Company’s process for debt securities valuations as well as the process for equity securities other than temporary impairment evaluation included the following:
| ● | We evaluated management’s significant accounting policies related to the identification of other than temporary impairment. | |
| ● | Valuation specialists, with specialized skills and knowledge, were involved in the assessment of the fair values for a sample of Level 2 investments. | |
| ● | We performed testing over a sample of securities to determine if conclusions reached by management regarding other than temporary impairment were appropriate. |
/s/ Haynie
August 7, 2026
PCAOB
#
We have served as the Company’s auditor since 1992.
| F-3 |
George Risk Industries, Inc.
Balance Sheets
As of April 30, 2026 and 2025
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments and securities | ||||||||
| Accounts receivable: | ||||||||
| Trade, net of allowance
for credit losses of $ | ||||||||
| Other | ||||||||
| Income tax refund receivable | ||||||||
| Federal solar tax credit receivable | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, at cost, net | ||||||||
| Other Assets | ||||||||
| Investment in Limited Land Partnership, at cost | ||||||||
| Projects in process | ||||||||
| Other | ||||||||
| Total Other Assets | ||||||||
| Intangible Assets, net | ||||||||
| TOTAL ASSETS | $ | $ |
The accompanying notes are an integral part of these financial statements.
| F-4 |
George Risk Industries, Inc.
Balance Sheets (Continued)
As of April 30, 2026 and 2025
| 2026 | 2025 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable, trade | $ | $ | ||||||
| Dividends payable | ||||||||
| Deferred income | ||||||||
| Accrued expenses | ||||||||
| Income tax payable | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Deferred income taxes | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Convertible preferred stock, shares authorized, Series 1—noncumulative, $ stated value, shares authorized, issued and outstanding | ||||||||
| Common stock, Class A, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Less: treasury stock, and shares, at cost | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
George Risk Industries, Inc.
Income Statements
For the years ended April 30, 2026 and 2025
| Year ended | Year ended | |||||||
| April 30, 2026 | April 30, 2025 | |||||||
| Net Sales | $ | $ | ||||||
| Less: Cost of Goods Sold | ( | ) | ( | ) | ||||
| Gross Profit | ||||||||
| Operating Expenses: | ||||||||
| General and Administrative | ||||||||
| Selling | ||||||||
| Engineering | ||||||||
| Total Operating Expenses | ||||||||
| Income From Operations | ||||||||
| Other Income (Expense) | ||||||||
| Other Income | ||||||||
| Interest (Expense) | ( | ) | ( | ) | ||||
| Dividend and Interest Income | ||||||||
| Unrealized Gain (Loss) on Equity Securities | ( | ) | ||||||
| Gain on Sale of Investments | ||||||||
| Gain on Solar Tax Credit | ||||||||
| (Loss) on Sale of Assets | ( | ) | ( | ) | ||||
| Total Other Income (Expense) | ||||||||
| Income Before Provisions for Income Taxes | ||||||||
| Provisions for Income Taxes | ||||||||
| Current Expense | ||||||||
| Deferred tax expense (benefit) | ( | ) | ||||||
| Total Income Tax Expense | ||||||||
| Net Income | $ | $ | ||||||
| Earnings Per Share of Common Stock | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
| Weighted Average Number of Common Shares Outstanding (Basic) | ||||||||
| Weighted Average Number of Common Shares Outstanding (Diluted) | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
George Risk Industries, Inc.
Statements of Comprehensive Income
For the years ended April 30, 2026 and 2025
| Year ended | Year ended | |||||||
| April 30, 2026 | April 30, 2025 | |||||||
| Net Income | $ | $ | ||||||
| Other Comprehensive Income, Net of Tax | ||||||||
| Unrealized gain on debt securities: | ||||||||
| Unrealized holding gains arising during period | ||||||||
| Income tax (expense) related to other comprehensive income | ( | ) | ( | ) | ||||
| Other Comprehensive Income | ||||||||
| Comprehensive Income | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-7 |
George Risk Industries, Inc.
Statements of Stockholders’ Equity
For the Years Ended April 30, 2026 and 2025
| Preferred Stock | Common Stock Class A | |||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||
| Balances, April 30, 2024 | $ | $ | ||||||||||||||
| Additional shares of preferred stock found during an audit | — | |||||||||||||||
| Purchases of common stock | — | |||||||||||||||
| Dividend declared at $ per common share outstanding | — | — | ||||||||||||||
| Unrealized gain (loss), net of tax effect | — | — | ||||||||||||||
| Net Income | — | — | ||||||||||||||
| Balances, April 30, 2025 | ||||||||||||||||
| Purchases of common stock | — | — | ||||||||||||||
| Dividend declared at $ per common share outstanding | — | — | ||||||||||||||
| Unrealized gain (loss), net of tax effect | — | — | ||||||||||||||
| Net Income | — | — | ||||||||||||||
| Balance, April 30, 2026 | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-8 |
George Risk Industries, Inc.
Statements of Stockholders’ Equity
For the Years Ended April 30, 2026 and 2025
| Accumulated | ||||||||||||||||||||||
| Paid-In | Treasury Stock (Common Class A) | Other Comprehensive | Retained | |||||||||||||||||||
| Capital | Shares | Amount | Income (Loss) | Earnings | Total | |||||||||||||||||
| $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||
| ( | ) | — | ||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||
| — | ( | ) | ( | ) | ||||||||||||||||||
| — | ||||||||||||||||||||||
| — | ||||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||
| — | ( | ) | ( | ) | ||||||||||||||||||
| — | ||||||||||||||||||||||
| — | ||||||||||||||||||||||
| $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-9 |
George Risk Industries, Inc.
Statements of Cash Flows
| Year ended | Year ended | |||||||
| April 30, 2026 | April 30, 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Realized (gain) on sale of investments | ( | ) | ( | ) | ||||
| Unrealized (gain) loss on equity securities | ( | ) | ||||||
| Provision for credit losses on accounts receivable | ( | ) | ||||||
| Reserve for obsolete inventory | ( | ) | ||||||
| Loss on sale of assets | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| (Increase) decrease in: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Other receivables | ||||||||
| Income tax refund receivable | ( | ) | ||||||
| Federal solar tax receivable | ( | ) | ( | ) | ||||
| Increase (decrease) in: | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Income tax payable | ( | ) | ( | ) | ||||
| Net cash from operating activities | ||||||||
| Cash Flows From Investing Activities: | ||||||||
| (Purchase) of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of marketable securities | ||||||||
| (Purchase) of marketable securities | ( | ) | ( | ) | ||||
| Distribution from investment in limited land partnership | ||||||||
| Net cash from investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| (Purchase) of treasury stock | ( | ) | ( | ) | ||||
| Dividends paid | ( | ) | ( | ) | ||||
| Net cash from financing activities | ( | ) | ( | ) | ||||
| Net Change in Cash and Cash Equivalents | ( | ) | ( | ) | ||||
| Cash and Cash Equivalents, beginning of year | ||||||||
| Cash and Cash Equivalents, end of year | $ | $ | ||||||
| Supplemental Disclosure for Cash Flow Information: | ||||||||
| Cash payments for: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest expense | ||||||||
| Cash receipts for: | ||||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-10 |
George Risk Industries, Inc.
Notes to Financial Statements
April 30, 2026
| 1. | Nature of Business and Summary of Significant Accounting Policies |
George Risk Industries, Inc. (GRI or the Company) was incorporated in 1967 in Colorado. The Company is presently engaged in the design, manufacture, and sale of custom computer keyboards, proximity switches, security alarm components and systems, pool access alarms, EZ Duct wire covers, water sensors, electronic switching devices, high security switches, and wire and cable installation tools.
Nature of Business — The Company is engaged in the design, manufacture, and marketing of custom computer keyboards, proximity sensors, security alarm components, pool access alarms, liquid detection sensors, raceway wire covers, wire and cable installation tools, and various other sensors and devices.
Cash and Cash Equivalents — The Company considers all investments with a maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
Accounts Receivable and Allowance for Estimated Credit Losses — Accounts receivable are customer obligations due under normal trade terms. The Company sells its products to security alarm distributors, alarm installers, and original equipment manufacturers. The Company extends credit to its customers based on their creditworthiness and performs continuing credit evaluations of its customers’ financial condition. If the Company believes extending credit is not advisable, other payment methods, such as prepayments, are required. Balances deemed uncollectible by the Company are written off against our allowance for credit loss accounts.
The
Company maintains an allowance for estimated credit losses related to accounts receivable for future expected credit losses resulting
from the inability or unwillingness of our customers to make required payments. We estimate our allowance for credit losses based on
relevant information such as historical experience, current conditions, and future expectations of specifically identified customer balances.
This allowance is adjusted as appropriate to reflect current conditions. The Company has recorded an allowance for estimated credit losses
of $
Concentrations of Credit Risk — The Company has a limited number of customers with individually substantial amounts due at any given date. Any unanticipated change in any one of these customers’ creditworthiness or other matters affecting the collectability of amounts due from such customers could have a material effect on the results of operations in the period in which such changes or events occur.
| F-11 |
Inventories — Inventories are stated at the lower of cost or net realizable value. Cost is determined using the average cost-pricing method. The Company uses actual costs to price its manufactured inventories, approximating average costs.
Property, plant and Equipment — Property and equipment are recorded at cost. Depreciation is calculated based on the following estimated useful lives using the straight-line method:
Schedule of Property and Equipment
| Classification | Useful Life in Years | 2026 Cost | 2025 Cost | |||||||
| Dies, jigs, and molds | $ | $ | ||||||||
| Machinery and equipment | ||||||||||
| Furniture and fixtures | ||||||||||
| Improvements | ||||||||||
| Buildings | ||||||||||
| Automotive | ||||||||||
| Software | ||||||||||
| Land | N/A | |||||||||
| Property and equipment, gross | ||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||||
Depreciation
expense of $
Maintenance and repairs are charged to expenses as incurred, and expenditures for major improvements are capitalized. When assets are retired or otherwise disposed of, the property accounts are relieved of costs and accumulated depreciation, and any resulting gain or loss is credited or charged to operations.
Investment
in Limited Land Partnership (LLP) — In November 2002,
Intangible
Assets — Intangible assets are amortized on a straight-line basis over their estimated useful lives, unless it is determined
that their lives are indefinite. The intangible asset currently being amortized is intellectual property with a useful life of
| F-12 |
As of April 30, 2026, future amortization of intangible assets is expected as follows:
Schedule of Future Amortization of Intangible Assets
| Fiscal year end | Amortization amount | |||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ | |||
| 2030 | $ | |||
| 2031 | $ | |||
| Thereafter | $ | |||
| Total | $ | |||
Advertising
— Advertising costs are expensed as incurred and are included in selling expenses. Advertising expense amounted to $
Income Taxes — Deferred tax assets and liabilities are recorded for the future consequences of events that have been recognized in the Company’s financial statements or tax returns. Measurement of the deferred tax items is based on enacted tax laws. In the event that the future consequences of differences between the financial reporting and tax bases of the Company’s assets or liabilities result in a deferred tax asset, we evaluate the probability of realizing the future benefits comprising that asset and record a valuation allowance if considered necessary.
Accounting standards prescribe a recognition threshold and a measurement attribute for the recognition and measurement of positions taken or expected to be taken in a tax return. For a tax benefit to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. A “more likely than not” tax position is measured as the largest amount of benefit that is greater than a fifty percent likelihood of being realized upon ultimate settlement, or else a full reserve is established against the tax asset or a liability is recorded. The Internal Revenue Service (“IRS”) may generally access additional income tax records for the most recent three years. This would generally prevent the IRS from opening an examination for years ending on or before April 30, 2021. However, there are exceptions that can extend the statute of limitations to six years, and in some cases, prevent the statute of limitations from ever expiring. Interest and penalties accrued on uncertain tax positions are recorded as income tax expense.
The Company has determined that it has no uncertain tax positions on its tax returns for the years 2025, 2024, and prior. Based on the evaluation of the 2026 transactions and events, the Company has no material uncertain tax positions that require measurement.
Purchase
of Transferrable Tax Credits – In September 2024, pursuant to transferability provisions of the Inflation Reduction Act of
2022, the Company executed an agreement to purchase a tax credit of $
| F-13 |
In January 2026, the Company purchased an additional
Solar Tax Credit of $
Accounting Estimates — The preparation of these financial statements requires the use of estimates and assumptions, including the carrying value of assets. The estimates and assumptions result in approximate rather than exact amounts.
Fair Value of Financial Instruments — Certain financial instruments are required to be recorded at fair value. Changes in assumptions or estimation methods could affect the fair value estimates; however, we do not believe any such changes would have a material impact on our financial condition, results of operations or cash flows. Other financial instruments, including cash equivalents, certain investments and short-term debt, are recorded at cost, which approximates fair value. The fair values of long-term debt and financial instruments are disclosed in Note 10.
Investments — The accounting policies for the Company’s principal investments are as follows: Debt Securities and Equity Securities. Effective May 1, 2018, the Company adopted Accounting Standards Update 2016-01, “Financial Instruments-Overall (ASC Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” As a result, the Company measures its equity securities at fair value and recognizes any changes in fair value in net income. Prior to adoption, equity securities were designated as available-for-sale and reported at fair value with unrealized capital gains (losses) recorded in Accumulated other comprehensive income (loss) (“AOCI”). The Company’s debt securities are currently designated as available-for-sale. Available-for-sale securities are reported at fair value and unrealized capital gains (losses) on these securities are recorded directly in AOCI and presented, net of related changes, in deferred income taxes. Purchases and sales of debt securities and equity securities are recorded on the trade date. Investment gains and losses on sales of securities are generally determined on a first-in-first-out (“FIFO”) basis.
The Company evaluates all marketable securities for other-than-temporary declines in fair value, defined as when the cost basis exceeds fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment, and number of investments that are in an unrealized position. When an “other-than-temporary” decline is identified, the Company will reduce the cost of the marketable security to its new fair value and recognize a realized loss. The investments are periodically evaluated to determine if impairment changes are required.
Revenue Recognition — The Company accounts for revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company recognizes product revenue using a five-step approach to determine the amount and timing of revenue to be recognized. The five-step approach requires (1) identifying the contract with the customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract, and (5) recognizing revenue when performance obligations are satisfied. The Company recognizes revenue for product sales upon transfer of title to the customer. Customer purchase orders and/or contracts are generally used to determine whether an arrangement exists. Shipping documents and the completion of any customer acceptance requirements, when applicable, are used to verify product delivery or that services have been rendered. The Company assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Payments received from customers in advance of product shipment or revenue recognition are treated as deferred revenues and recognized when the product is shipped.
| F-14 |
The following table presents the changes in the Company’s deferred income balance for the fiscal years ended April 30, 2026 and April 30, 2025:
Year Ended April 30, 2026 | Year Ended April 30, 2025 | |||||||
| Deferred income, beginning of year | $ | $ | ||||||
| Additions – considerations received from customers | ||||||||
| Income recognized during the period | ( | ) | ( | ) | ||||
| Deferred income, end of year | $ | $ | ||||||
| Revenue recognized that was included in the deferred income at the beginning of year | $ | $ | ||||||
Variable Consideration — The Company measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods. Certain customers may receive cash and/or non-cash incentives, such as cash rebates and customer discounts (such as volume or trade discounts), which are accounted for as variable consideration. In some cases, the Company must apply judgment, including contractual rates and historical payment trends, when estimating variable consideration.
Product Returns — In the normal course of business, the Company may allow customers to return products in accordance with the provisions of a sale agreement. Estimated product returns are recorded as a reduction in reported revenues with offsetting entries recorded in the balance sheet quarterly based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration expected to be received.
Product Warranties — In the normal course of business, the Company offers warranties for a variety of its products. The specific terms and conditions of the warranties vary depending upon the specific product and markets in which the products were sold. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience.
Shipping and Handling Costs — The Company considers all shipping and handling to be fulfillment activities and not a separate performance obligation. Shipping and handling costs are recorded as cost of sales.
Research and Development Costs — Generally, costs related to the research, design, and development of products are charged to engineering expense as incurred. Certain research and development costs are recognized as assets on the balance sheet.
Comprehensive Income — US GAAP requires disclosure of total non-stockholder changes in equity in interim periods and additional disclosures of the components of non-stockholder changes in equity on an annual basis. Total non-stockholder changes in equity include all changes in equity during a period except those resulting from fiscal investments by and distributions to stockholders.
Segment Reporting and Related Information — In fiscal year 2025, we adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by the Financial Accounting Standards Board (FASB). This new standard requires enhanced disclosure of significant segment expenses annually.
| F-15 |
Operating Segments and Related Disclosures
We manage our company as one reportable operating segment. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is Stephanie Risk-McElroy, President, Chief Executive, and Financial Officer.
Financial information, annual operating plans, and forecasts are prepared and reviewed by the CODM at the entity level. The CODM assesses performance for the segment and decides how to allocate resources more effectively based on net income reported in the Statements of Income and Comprehensive Income. The Company’s objective in making resource allocation decisions is to optimize the financial results. The accounting policies of our one reportable segment are the same as those described in the summary of significant accounting policies herein.
For single reportable segment-level financial information, total assets, and significant non-cash transactions, see Financial Statements.
Recently Issued Accounting Pronouncements — In December 2023, the FASB issued ASU No. 2023-09, Improvements to Tax Disclosures (Topic 740), to enhance the transparency and decision usefulness of income tax disclosures by changing the rate reconciliation and income taxes paid information. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this standard, which has had minimal impact on its Financial Statements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses, which requires public business entities to disclose additional information about certain expenses in the notes to the financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides that in developing supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. An entity that elects the practical expedient should apply the amendment prospectively. The Company does not expect the adoption of this new accounting guidance to have a material effect on its Consolidated Financial Statements.
Subsequent Events – Management has evaluated all events or transactions that occurred after April 30, 2026 through the date of the filing. During this period, the Company had no material recognizable subsequent events.
| 2. | Inventories |
Inventories as of April 30, 2026 and 2025 consisted of the following:
Schedule of Inventories
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Inventory, gross | ||||||||
| Less: allowance for obsolete inventory | ( | ) | ( | ) | ||||
| Inventories, net | $ | $ | ||||||
| F-16 |
| 3. | Investments |
The Company has investments in publicly traded equity securities, state and municipal debt securities, REITs, and money markets, and they are recorded at fair value. The investments in debt securities, which include municipal bonds and bond funds, mature between June 2026 and December 2050. The Company uses the average cost method to determine the cost of equity securities sold, with any unrealized gains or losses reported in the respective period’s earnings. Dividend and interest income are reported as earned.
As of April 30, 2026 and 2025 investments consisted of the following:
Schedule of Investments
| Investments at | Gross | Gross | ||||||||||||||
| April 30, 2026 | Cost | Unrealized | Unrealized | Reported | ||||||||||||
| Basis | Gains | Losses | Value | |||||||||||||
| Municipal bonds | $ | $ | $ | ( | ) | $ | ||||||||||
| REITs | $ | $ | $ | ( | ) | $ | ||||||||||
| Equity securities | $ | $ | $ | ( | ) | $ | ||||||||||
| Money Markets and CDs | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| Investments at | Gross | Gross | ||||||||||||||
| April 30, 2025 | Cost | Unrealized | Unrealized | Reported | ||||||||||||
| Basis | Gains | Losses | Value | |||||||||||||
| Municipal bonds | $ | $ | $ | ( | ) | $ | ||||||||||
| REITs | $ | $ | $ | ( | ) | $ | ||||||||||
| Equity securities | $ | $ | $ | ( | ) | $ | ||||||||||
| Money Markets and CDs | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
Marketable securities that are classified as equity securities are carried at fair value on the balance sheets with changes in fair value recorded as an unrealized gain or (loss) in the statements of income in the period of the change. Upon the disposition of a marketable security, the Company records a realized gain or (loss) on the Company’s income statement.
The Company evaluates all investments for other-than-temporary declines in fair value, which are defined as when the cost basis exceeds the fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment, and number of investments that are in an unrealized position. When other than a temporary decline is identified, the Company will decrease the cost of the investment to the new fair value and recognize a loss. The investments are periodically evaluated to determine if impairment changes are required. As a result of this standard, there were impairment losses recorded for the years ended April 30, 2026 and 2025.
The
Company’s investments are actively traded in the stock and bond markets. Therefore, there is either a realized gain or loss that
is recorded when a sale happens. For the fiscal year ended April 30, 2026, the Company had sales of equity securities which yielded gross
realized gains of $
| F-17 |
| 3. | Investments, continued |
The following table shows investments with unrealized losses that are not deemed other-than-temporarily impaired, aggregated by investment category and the length of time individual securities have been in a continuous unrealized loss position, as of April 30, 2026 and 2025.
Schedule of Unrealized Loss Breakdown by Investment Type
Unrealized Loss Breakdown by Investment Type as of April 30, 2026
| Less than 12 months | 12 months or greater | Total | ||||||||||||||||||||||
| Description | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||
| Municipal bonds | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| REITs | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Equity securities | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Total | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
Unrealized Loss Breakdown by Investment Type as of April 30, 2025
| Less than 12 months | 12 months or greater | Total | ||||||||||||||||||||||
| Description | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||
| Municipal bonds | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| REITs | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Equity securities | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Total | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
Municipal Bonds
The unrealized losses on the Company’s investments in municipal bonds resulted from interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the Company has the ability to hold these investments until a recovery of fair value occurs, which may be at maturity, the Company does not consider these investments to be other-than-temporarily impaired as of April 30, 2026 and 2025.
Marketable Equity Securities and REITs
The Company’s investments in marketable equity securities and REITs consist of a wide variety of companies. Investments in these companies include growth, growth income, and foreign investment objectives. Management has evaluated the individual holdings and does not consider these investments to be other-than-temporarily impaired as of April 30, 2026 and 2025.
| F-18 |
| 4. | Retirement Benefit Plan |
On
January 1, 1998, the Company adopted the George Risk Industries, Inc. Retirement Savings Plan (the “Plan”). The Plan is a
defined contribution savings plan designed to provide retirement income to eligible employees of the Company. The Plan is intended to
be qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. It is funded by voluntary pre-tax and Roth (taxable)
contributions from eligible employees who may contribute a percentage of their eligible compensation, limited and subject to statutory
limits.
| 5. | Stockholders’ Equity |
Preferred
Stock—
Convertible preferred stock without par value may be issued from time to time as determined by the board of directors. Shares of different series shall be of equal rank but may vary as to terms and conditions.
In an audit conducted in May 2025, it was discovered that an additional 139 preferred stock shares had been issued but were not accounted for on the balance sheet. A journal entry has been made to remedy this error.
Class A Common Stock—The holders of the Class A common stock are entitled to receive dividends as declared by the board of directors, usually on an annual basis.
During the fiscal year ended April 30, 2026, the Company purchased shares of Class A common stock. This was initiated by stockholders contacting the Company.
Stock Transfer Agent—The Company does not have an independent stock transfer agent. The Company maintains all stock records.
| F-19 |
| 6. | Earnings Per Share |
Schedule of Basic and Diluted Earnings Per Share
| April 30, 2026 | ||||||||||||
| Income | Shares | Per-Share | ||||||||||
| (Numerator) | (Denominator) | Amount | ||||||||||
| Net income | $ | |||||||||||
| Basic EPS | $ | $ | ||||||||||
| Effect of dilutive Convertible Preferred Stock | ( | ) | ||||||||||
| Diluted EPS | $ | $ | ||||||||||
| April 30, 2025 | ||||||||||||
| Income | Shares | Per-Share | ||||||||||
| (Numerator) | (Denominator) | Amount | ||||||||||
| Net income | $ | |||||||||||
| Basic EPS | $ | $ | ||||||||||
| Effect of dilutive Convertible Preferred Stock | ( | ) | ||||||||||
| Diluted EPS | $ | $ | ||||||||||
| 7. | Commitments, Contingencies, and Related Party Transactions |
One
of the directors of the board, Joel Wiens, was the principal shareholder of FirsTier Bank. After his death on March 8, 2026, this ownership
transferred to his two sons, Tim and Tom Wiens. FirsTier Bank is the financial institution the Company uses for its day-to-day banking
operations. Year-end balances of accounts held at this bank are $
From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations.
| F-20 |
| 8. | Income Taxes |
The Company utilizes the liability method of accounting for income taxes. The liability method measures the expected income tax impact of future income and deductions implicit in the Balance Sheets. The income tax provision for the fiscal years ended April 30, 2026 and 2025 consisted of the following:
Components of Income Tax Provision
| 2026 | 2025 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Deferred: | ||||||||
| Federal | ( | ) | ||||||
| State | ( | ) | ||||||
| Total income tax provision | $ | $ | ||||||
Effective for the fiscal year ended April 30, 2026, the Company adopted Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is effective for public business entities for annual periods beginning after December 15, 2024. ASU 2023-09 expands the required disclosures related to the Company's effective tax rate reconciliation, income taxes paid, and the disaggregation of income before income taxes and income tax expense between domestic and foreign jurisdictions. The Company has applied these requirements prospectively and, for comparability, has presented the fiscal 2025 information below on the same basis to the extent the underlying detail was available.
Income Before Income Taxes and Income Tax Expense by Jurisdiction
| 2026 | 2025 | |||||||
| Income before income taxes: | ||||||||
| Domestic | $ | $ | ||||||
| Foreign | ||||||||
| Total | $ | $ | ||||||
| 2026 | 2025 | |||||||
| Income tax expense (benefit): | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign | ||||||||
| Total | $ | $ | ||||||
The Company is domiciled in, and conducts substantially all of its business operations in, the United States. The Company has no foreign subsidiaries, branches, or operations; accordingly, all income before income taxes is classified as domestic. Foreign income tax expense represents withholding taxes assessed by foreign jurisdictions on dividend income earned on the Company's portfolio of foreign equity securities.
Effective Tax Rate Reconciliation
| 2026 | % | 2025 | % | |||||||||||||
| income tax rate | $ | % | $ | % | ||||||||||||
| State and local income tax, net of federal income tax effect | % | % | ||||||||||||||
| Foreign tax effects | % | % | ||||||||||||||
| Effect of cross-border tax laws | % | % | ||||||||||||||
| Effect of changes in tax laws or rates enacted in the current period | % | % | ||||||||||||||
| Non-taxable or non-deductible items | ( | ) | ( | %) | ( | ) | ( | %) | ||||||||
| Tax credits (primarily foreign tax credit) | ( | ) | ( | %) | ( | ) | ( | %) | ||||||||
| Changes in valuation allowances | % | % | ||||||||||||||
| Changes in unrecognized tax benefits | % | % | ||||||||||||||
| Other adjustments, net * | ( | ) | ( | %) | ( | ) | ( | %) | ||||||||
| Income tax expense | $ | % | $ | % | ||||||||||||
| * |
The
reconciliation above begins with the U.S. federal statutory income tax rate of
Income Taxes Paid
| 2026 | 2025 | |||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign | ||||||||
| Total income taxes paid, net of refunds received | $ | $ | ||||||
Amounts presented reflect cash income taxes paid, net of refunds received, during each fiscal year. Substantially all state income taxes paid relate to Nebraska. No individual foreign jurisdiction represented 5% or more of total income taxes paid, net of refunds received, in either year presented. Federal income taxes paid, net of refunds, do not include amounts paid to acquire purchased Solar Tax Credits (see Purchase of Transferable Tax Credits below); amounts applied to satisfy the Company's federal income tax liability using such credits reduce cash otherwise remitted to the IRS and are reflected in the amounts above.
Deferred Tax Assets (Liabilities)
Deferred tax assets (liabilities) consist of the following components as of April 30, 2026 and 2025:
| 2026 | 2025 | |||||||
| Depreciation | $ | ( | ) | $ | ( | ) | ||
| Capitalized R&D expense | ||||||||
| Inventory valuation | ||||||||
| Allowance for doubtful accounts | ||||||||
| Accrued vacation | ||||||||
| Accumulated unrealized gain on investments | ( | ) | ( | ) | ||||
| Net deferred tax liabilities | $ | ( | ) | $ | ( | ) | ||
| F-21 |
| 9. | Concentrations |
The
Company maintains the majority of its cash balance in a financial institution in Kimball, Nebraska. Accounts at this institution are
insured by the Federal Deposit Insurance Corporation for up to $
Management
also has cash funds with Wells Fargo Bank with uninsured balances of $
The
Company has sales to a security alarm distributor representing
Security
switch sales accounted for
| 10. | Fair Value Measurements |
The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values due to their short-term nature. The fair value of our investments is determined utilizing market-based information. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.
US GAAP establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The levels of the fair value hierarchy under US GAAP are described below:
| Level 1 | Valuation is based on quoted prices for identical instruments traded in active markets. | |
| Level 2 | Valuation is based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. | |
| Level 3 | Valuation is generated using model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models, and similar techniques. |
| F-22 |
Investments and Marketable Securities
As of April 30, 2026 and 2025, the Company’s investments consisted of money markets, publicly traded equity securities, REITs as well as certain state and municipal bonds. Marketable securities are valued using third-party broker statements. The value of most securities is derived from quoted market information. The inputs to the valuation are classified as Level 1 given the active market for these securities; however, if an active market does not exist, which is the case for municipal bonds and REITs, the inputs are recorded as Level 2.
Fair Value Hierarchy
The following tables set forth our assets and liabilities measured at fair value on a recurring and non-recurring basis, by level within the fair value hierarchy. As required by US GAAP, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Schedule of Assets Measured at Fair Value on Recurring Basis
| Assets Measured at Fair Value on a Recurring Basis as of April 30, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Municipal Bonds | $ | $ | ||||||||||||||
| REITs | $ | $ | ||||||||||||||
| Equity Securities | $ | $ | ||||||||||||||
| Money Markets and CDs | $ | $ | ||||||||||||||
| Total fair value of assets measured on a recurring basis | $ | $ | $ | |||||||||||||
| Assets Measured at Fair Value on a Recurring Basis as of April 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Municipal Bonds | $ | $ | ||||||||||||||
| REITs | $ | $ | ||||||||||||||
| Equity Securities | $ | $ | ||||||||||||||
| Money Markets and CDs | $ | $ | ||||||||||||||
| Total fair value of assets measured on a recurring basis | $ | $ | $ | |||||||||||||
| F-23 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
There were no disagreements with accountants on accounting and financial disclosure.
| Item 9A | Controls and Procedures |
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s President and Chief Executive Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30, 2026. Based on such evaluation, the Company’s President and Chief Executive Officer has concluded that, as of April 30, 2026, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and are designed to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s President and Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
The Company’s management, with the participation of the Company’s President and Chief Executive Officer, has evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended April 30, 2026, and have concluded that no change has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external purposes in accordance with U.S. GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
The Company’s management, including the Company’s President and Chief Executive Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2026, based on the 2013 framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, the Company’s management concluded that our internal control over financial reporting was effective as of April 30, 2026.
| Item 9B | Other Information |
| 11 |
Part III
| Item 10 | Directors and Executive Officers and Corporate Governance |
(a & b) Identification of Directors and Executive Officers
All the executive officers of the corporation serve at the pleasure of the board of directors and do not have fixed terms.
The following information as of April 30, 2026 is furnished with respect to each director and executive officer:
| Name | Principal Occupation or Employment | Age | Director or Officer Since | |||
| Stephanie M. Risk-McElroy | Chairman of the Board, Chief Executive Officer, and Chief Financial Officer | 54 | August 8, 1999 | |||
| Ryan McElroy | Vice President | 51 | December 13, 2023 | |||
| Donna Debowey | Director, retired GRI plant manager | 88 | July 12, 2005 | |||
| Bonita P. Risk | Director, Stock Transfer Agent at GRI | 76 | March 15, 2013 | |||
| Jerry Knutsen | Director, retired business owner | 83 | August 29, 2016 |
Joel H. Wiens, a member of our Board of Directors, passed away on March 8, 2026. Mr. Wiens had served as a director of the Company since 2007. The Board has not yet appointed a successor to fill the resulting vacancy. Following Mr. Wiens’ death, the Board consists of four directors, two of whom the Board has determined to be independent under OTC Markets listing standards.
The following director compensation table is furnished with respect to each director that served during the year ended April 30, 2026
| Name | Director’s Fees Paid | Stock Awards | Option Awards | Non-equity incentive plan compen-sation | Non-qualified deferred compensation earnings | Total | ||||||||||||||||||
| Stephanie Risk-McElroy (1) | — | — | — | — | — | — | ||||||||||||||||||
| Donna Debowey (2) | $ | 400 | — | — | — | — | $ | 400 | ||||||||||||||||
| Joel H. Wiens (2) | $ | 400 | — | — | — | — | $ | 400 | ||||||||||||||||
| Bonita P. Risk (1) | — | — | — | — | — | — | ||||||||||||||||||
| Jerry Knutsen | $ | 800 | — | — | — | — | $ | 800 | ||||||||||||||||
The inside directors (1), or employees of the Company, do not receive additional compensation for their services. Outside directors (2) are paid $200 per meeting for their services.
| 12 |
(c) Identification of Certain Significant Employees
None.
(d) Family Relationships
Stephanie Risk-McElroy and Bonita Risk have a daughter - mother relationship. Stephanie Risk-McElroy and Ryan McElory are married. Bonita Risk and Ryan McElroy are mother-in-law/son-in-law, respectively.
(e) Business Experience of Directors and Executive Officers
Stephanie Risk-McElroy, Chairman of the Board, Chief Executive Officer, and Chief Financial Officer, has over thirty years of experience in the accounting field. Mrs. Risk-McElroy graduated from Hastings College with a degree in Accounting. Stephanie worked for Platte Valley Sales from May 1990 until January 1997 as a staff accountant. In 1997, she pursued her career with an accounting manager position at Kershner’s Auto Korner in Hastings, NE. She joined the accounting staff at GRI in 1999 and then was promoted to CFO upon retirement of the prior CFO. Upon the death of her father, Ken R. Risk, in February 2013, she was appointed to the position of Chairman of the Board and Chief Executive Officer.
Mrs. Risk-McElroy serves on the Board of Directors of GRI, as a direct link to the financial condition of the Company. She and her staff oversee all the accounting obligations of the Company. She has knowledge and experience in business outside of the Company that makes her an asset to the Board. And as President of the Company, she oversees all of the day-to-day operations as well.
Ryan McElroy, Vice President and the Corporate Secretary, started his career by working on the family farm and ranch. In 1993 he attended college in McCook, NE for Criminal Justice and worked at the local Radio Shack, moving up to being responsible for opening/closing duties. After college he moved back to the Sidney, NE area and started working at Wheelers/Country General as a tire tech and soon was moved up to opening/closing duties. He then became employed as a Jailer with the Cheyenne County Sheriff’s Office and became a Deputy a few years later. He went back to college in Sidney and studied Information Technology (IT) while working for the Cheyenne County Community Center. He then went to a local parts store as a counter man then moved up to opening/closing and order entry. He was transferred to Chappel, NE store where he became Manager until a position opened at GRI as the Purchasing Manager and worked his way up to Vice President of Operations.
Donna Debowey, Director, worked in various retail stores and restaurants until she started at GRI in 1968. She started on the production line, but quickly worked her way up the ranks. She has been a Production Line Supervisor, Director of Quality Control and was named Plant Manager and Senior Vice President in 1998. She held that position until her retirement in 2003.
Mrs. Debowey made the transition from employee of GRI to a member of the Board of Directors with no hesitation after her retirement. She brings her 50+ years of experience in the industry to the table and has a vested interest in seeing the continued success of the Company that she helped to build.
| 13 |
Bonita P. Risk, Director, attended Wayne State College, in Wayne, Nebraska. Upon returning back home to Columbus, NE, she worked in factory positions. Upon her marriage to Ken Risk, she became a homemaker, raising 3 children and working at several sales positions. In 1981, she and Ken started Platte Valley Sales in Hastings, Nebraska, and her expertise was in accounting and sales. For 8 years, she ran the Hastings business while Ken devoted his time to both GRI in Kimball and Platte Valley Sales in Hastings. Ken and Bonita moved to Kimball in 1997. In 1998, she began at GRI in sales support. She continues in sales support and became the Company stock transfer agent in 2004 upon the retirement of Eileen Risk and is an assistant to the chief financial officer.
Jerry Knutsen, Director, has lived in Kimball, Nebraska most of his life. He left the community for a few years to attend the University of Nebraska at Lincoln. Before his retirement, Jerry owned and operated several businesses over his career, including Knutsen Oil, Inc., Marv’s LP Gas, Inc., and Jerry Knutsen, Inc., and he co-owned Kimball Ford-Lincoln-Mercury. He served 24 years and held several positions on the school board in Kimball, NE. Mr. Knutsen is a past member and president of The Nebraska Propane Gas Association and The Nebraska Petroleum Marketers & Convenience Store Association. Other boards he is presently serving on include the Kimball Schools Foundation Board of Directors and Kimball Health Services Board of Trustees.
(f) Involvement in Certain Legal Proceedings
None.
(g) Promoters and Control Persons
None.
| 14 |
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended April 30, 2026, we believe that all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with.
Code of Ethics and Code of Business Conduct
The Company does not have a written code of ethics at this time. The Company is a small business and employees know that the President of the Company must approve all material business. The Company also has checks and balances to make sure no fraud or illegal activities take place.
Corporate Governance
Nominating and Compensation Committees
We do not have standing nominating or compensation committees, or committees performing similar functions. Our Board of Directors believes that it is not necessary to have a standing compensation committee at this time because our Board of Directors adequately performs the functions of such committees.
Our Board of Directors also believes it is appropriate for us not to have a standing nominating committee because our Board has performed and will continue to perform the functions of a nominating committee adequately. Our Board of Directors has not adopted a charter for the nomination committee. There have been no defined policies or procedures requiring stockholders to submit recommendations or nominations for directors. Our Board of Directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.
Audit Committee
We do not have a standing audit committee at the present time. Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K, nor do we have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
Other Committees
All proceedings of our Board of Directors for the year ended April 30, 2026, were conducted by resolutions consented to in writing by our directors and filed with the minutes of the proceedings of the Board of Directors. Our Company currently has no committees.
| 15 |
| Item 11 | Executive Compensation |
The following table sets forth certain information regarding the compensation paid to or accrued by the Company to executive officers for services rendered in all capacities during each of the Company’s fiscal years ended April 30, 2026 and 2025.
| Name and principal position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compen-sation | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||||
| Bonita Risk, Director, Shareholder, Employee | 2026 | $ | 49,000 | $ | — | — | — | — | — | $ | 117,000 | $ | 166,000 | |||||||||||||||||||||||
| 2025 | $ | 47,000 | $ | — | — | — | — | — | $ | 117,000 | $ | 164,000 | ||||||||||||||||||||||||
| Stephanie Risk-McElroy, | 2026 | $ | 115,000 | $ | — | — | — | — | — | $ | 126,000 | $ | 241,000 | |||||||||||||||||||||||
| CEO/CFO, Director, Shareholder | 2025 | $ | 113,000 | $ | — | — | — | — | — | $ | 98,000 | $ | 211,000 | |||||||||||||||||||||||
| Scott McMurray, Director of Sales | 2026 | $ | 62,000 | $ | — | — | — | — | — | $ | 127,000 | $ | 189,000 | |||||||||||||||||||||||
| 2025 | $ | 59,000 | $ | — | — | — | — | — | $ | 110,000 | $ | 169,000 | ||||||||||||||||||||||||
Bonita Risk, Stephanie Risk-McElroy, and Scott McMurray receive a base salary and bonus/commission based on a percentage of sales for the year.
There were no other officers compensated in excess of $100,000 for the fiscal years ended April 30, 2026 and 2025.
| 16 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The following table sets forth certain information regarding our Common Stock beneficially owned as of April 30, 2026, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding Common Stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. Shares of Common Stock subject to options, warrants, or convertible securities exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person or entity holding such options, warrants, or convertible securities, but are not deemed outstanding for computing the percentage of any other person. Percentages are determined based on 4,889,054 shares of Common Stock of the Company issued and outstanding and less treasury shares as of April 30, 2026. To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.
| Name and Address of Beneficial Owner (1) | Number of Shares of Common Stock (2) | % of Class of Stock Outstanding (3) | ||||||
| Executive Officers and Directors: | ||||||||
| Bonita Risk – Director | 2,947,128 | 60.28 | % | |||||
| The above director has beneficial ownership over the Kenneth Risk Trust that owns 2,187,056 shares, Bonita Risk Family Irrevocable Trust that owns 732,470 shares, and 27,602 shares owned personally. As a result, combined, they have voting and shared dispositive control. | ||||||||
| Stephanie M. Risk-McElroy Chairman, CEO, & CFO | 1,775 | Less than 1% | ||||||
| Donna Debowey – Director | 500 | Less than 1% | ||||||
| All Officers and Directors as a group | 2,949,403 | 60.33 | % | |||||
| Principal Stockholders | ||||||||
| Poplar Point Capital Management LLC 330 Primrose Road Suite 400 Burlingame, CA 94010 | 252,247 | 5.16 | % | |||||
| Total | 3,201,650 | 65.49 | % | |||||
| (1) | Unless otherwise indicated, the address of the named beneficial owner is George Risk Industries, Inc., 802 S. Elm St., Kimball, NE 69145. |
| (2) | Security ownership information for named beneficial owners (other than executive officers and directors of the Company) is taken from statements filed with the Securities and Exchange Commission pursuant to information made known by the Company and from the Company’s transfer agent. |
| (3) | Based on the net shares outstanding as of April 30, 2026. This consists of Common Shares issued and outstanding (8,502,881) less treasury shares (3,613,827). |
| 17 |
Changes in Control
We are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may result in a change in control of the Company.
| Item 13 | Certain Relationships and Related Transactions, and Director Independence |
During each of the three years ended April 30, 2026, 2025, and 2024, the Company executed transactions with related entities and individuals. Each of the transactions was on terms at least as favorable as could be obtained from unrelated third parties.
| Related Party | 2026 | 2025 | 2024 | |||||||||
| Bank Balances Joel Wiens, Director | $ | 4,193,360 | $ | 5,339,553 | $ | 6,711,558 | ||||||
| Interest Income Joel Wiens, Director | $ | 153,774 | $ | 214,538 | $ | 170,187 | ||||||
| Item 14 | Principal Accountant Fees and Services |
| 1) | Audit Fees |
For each of the last two fiscal years, the Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of our annual financial statements and review of our financial statements for Form 10-Q. The amounts are listed below:
| FYE 2026 | $ | 108,474 | Haynie & Company | |||
| $ | 1,275 | Carey Schroeder, CPA | ||||
| FYE 2025 | $ | 105,381 | Haynie & Company | |||
| $ | 2,411 | Carey Schroeder, CPA |
| 2) | Audit-Related Fees |
The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of the Company’s employee benefit plan. The amounts are listed below:
| FYE 2026 | None | Haynie & Company | ||||
| An audit of the company’s 401K was no longer required. | ||||||
| FYE 2025 | None | Haynie & Company | ||||
| An audit of the company’s 401K was no longer required. | ||||||
| 3) | Tax Fees |
The Company incurred aggregate fees or expenses for professional services rendered by tax accountants for tax compliance, tax advice, and tax planning for the last two fiscal years.
| FYE 2026 | $ | 17,100 | Haynie & Company | |||
| $ | 5,421 | Tax Resources Group, Inc. | ||||
| FYE 2025 | $ | 4,333 | Haynie & Company | |||
| $ | 5,610 | Tax Resources Group, Inc. |
| 4) | All Other Fees |
The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for restatement of some of the Company’s 10-Qs and 10-K. The amounts are listed below:
| FYE 2026 | None |
| FYE 2025 | None |
| 5) | The Board of Directors considered whether, and determined that, the auditor’s provisions of non-audit services were compatible with maintaining the auditor’s independence. All the services described above were approved by the Board of Directors pursuant to its policies and procedures. |
| 18 |
Part IV
| Item 15 | Exhibits and Financial Statement Schedules |
| 3.(1).a | Articles of Incorporation—Filed as Exhibit 5 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1970, and incorporated by reference herein | |
| 3.(i).b | Certificate of Amendment to the Articles of Incorporation of the Registrant—Filed as Exhibit 1.2 to the Registrant’s Form 10–K for the fiscal year ended April 30, 1971, and incorporated by reference herein | |
| 3.(ii).c | By-laws—Filed as Exhibit 1.3 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1971, and incorporated by reference herein | |
| 10.1 | Vendor agreement dated as of February 16, 2011 between Honeywell International, Inc., acting through the ADI business of its Security Group (“ADI”) and George Risk Industries, Inc. – Filed as Exhibit 10.1 to the Registrant’s Form 10-K for the fiscal year ended April 30, 2012, and incorporated by reference herein. * | |
| 31.1 | Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer (Principal Financial and Accounting Officer) | |
| 32.1 | Certification pursuant to 18 U.S.C. 1350 of the Chief Executive Officer (Principal Financial and Accounting Officer) | |
| 101. | INS Inline XBRL Instance Document | |
| 101. | SCH Inline XBRL Taxonomy Extension Schema Document | |
| 101. | CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101. | DEF Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101. | LAB Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101. | PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101. | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.
| 19 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /s/ STEPHANIE M. RISK-MCELROY | August 7, 2026 | |
| STEPHANIE
M. RISK-MCELROY President and Chairman of the Board |
Date |
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 and on the dates indicated.
| /s/ STEPHANIE M. RISK-MCELROY | August 7, 2026 | |
| STEPHANIE
M. RISK-MCELROY President and Chairman of the Board |
Date
| |
| /s/ DONNA DEBOWEY | August 7, 2026 | |
DONNA DEBOWEY Director |
Date
| |
| /s/ BONITA P. RISK | August 7, 2026 | |
BONITA P. RISK Director |
Date
| |
| /s/ JERRY KNUTSEN | August 7, 2026 | |
JERRY KNUTSEN Director |
Date |
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