8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2026

_______________________________

UFP TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-12648	04-2314970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Hale Street

Newburyport, Massachusetts - USA 01950-3504

(Address of Principal Executive Offices) (Zip Code)

(978) 352-2200

(Registrant's telephone number, including area code)

N/A

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

_______________________________

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UFPT	The NASDAQ Stock Market L.L.C.

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

Emerging growth company o

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. o

Item 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer

In connection with the previously announced appointment of Mitchell C. Rock as the Chief Executive Officer, effective as of June 4, 2026 (the “Appointment Date”), of UFP Technologies, Inc., a Delaware corporation (the “Company”), at a meeting held on February 10, 2026, Compensation Committee approved an employment offer letter for Mr. Rock, which he executed and delivered to the Company on February 10, 2026 (the “Employment Offer Letter”).

The Employment Offer Letter provides for a base salary of $700,000 per year, as of the Appointment Date. After the Appointment Date, Mr. Rock is eligible for an annual bonus target of up to 100% of his annual base salary, pro-rated for the time period served in the capacity of the Chief Executive Officer, subject to achievement of certain objectives to be approved and established by the Compensation Committee. The Employment Offer Letter also provides that Mr. Rock is eligible to receive an annual long-term incentive award (the “LTI Award”) with a target of up to $1,750,000 of restricted stock units (“RSUs”), subject to the terms of the Company’s 2003 Incentive Plan, as amended and restated (the “2003 Incentive Plan”), and subject to vesting and other terms set by the Compensation Committee.

The Employment Offer Letter further provides that on the Appointment Date, Mr. Rock will be awarded a one-time grant of $650,000 worth of RSUs, subject to a three year vesting period. Beginning with the 2027 fiscal year, Mr. Rock will be eligible to receive an LTI Award with a target of up to $3,000,000 worth of RSUs, subject to the terms of the 2003 Incentive Plan, and subject to vesting and other terms set by the Compensation Committee.

Concurrently with the Employment Offer Letter, Mr. Rock and the Company executed a Non-Compete/Confidential Information Agreement, which provide for certain restrictions on Mr. Rock’s use of the Company’s confidential information and certain prohibitions on Mr. Rock’s ability to compete with the Company or solicit the Company’s customers or employees. Additionally, the parties entered an Executive Severance Agreement, which provides that if (i) the Company terminates Mr. Rock without Cause (as defined in the Form of Executive Severance Agreement), (ii) Mr. Rock terminates his employment for Good Reason (as defined in the Form of Executive Severance Agreement), and such termination does not occur in connection with a Change of Control (as defined in the the Form of Executive Severance Agreement), then Mr. Rock will be entitled to receive severance benefits in an amount equal to 18 months of base salary and, if applicable, reimbursement for COBRA payments for up to 18 months. If the Company undergoes a Change of Control event (as defined in the Form of Executive Severance Agreement) and within six months thereof Mr. Rock is terminated by the Company without Cause, or Mr. Rock terminates employment for Good Reason, he will be entitled to receive (i) a lump sum payment in an amount equal to two times the sum of his annual base salary and full target bonus for the fiscal year of termination, (ii) full acceleration of all unvested equity, with any undetermined performance based equity awarded at target, and (iii) if applicable, COBRA payments for up to 18 months.

The foregoing description of the Employment Offer Letter and the Form of Executive Severance Agreement do not purport to be complete and are qualified in their entirety by reference to the full text thereof, attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Base Salaries

At a meeting on February 10, 2026, the Compensation Committee approved increases in the base salaries of the Company’s named executive officers, effective as of the date set forth in the table below. The following table sets forth the new base salary of each of the Company’s named executive officers whose base salary was adjusted by the Compensation Committee.

Name and Title	2026 Base Salary	Effective Date
Mitchell C. Rock <br>President	$550,000**	January 1, 2026
Ronald J. Lataille <br>Senior Vice President, Treasurer and Chief Financial Officer	$505,000	January 1, 2026
Christopher P. Litterio<br>Senior Vice President of Human Resources and Chief Counsel	$400,500	January 1, 2026
Jason Holt<br>Senior Vice President^^	$400,000	January 1, 2026

**As previously announced, on the Appointment Date, Mr. Bailly will retire from his position as the Chief Executive Officer of the Company. From January 1, 2026 through the Appointment Date, Mr. Bailly is entitled to a base salary at an annual rate of $789,000. Mr. Bailly shall remain in the position of the Executive Chairman through his retirement in 2027, and after the Appointment Date his salary shall be at an annual rate of $600,000. Following the Appointment Date, Mr. Rock’s base salary shall be adjusted to $700,000 per annum, in accordance with the Employment Offer Letter.

^^Commensurate with the expansion of Mr. Holt’s responsibilities, he became a Senior Vice President and received a raise in connection with that promotion.

Stock Unit and Performance Share Awards

Also at its February 10, 2026 meeting, the Compensation Committee approved the grant of stock unit awards and performance share awards to the Company’s named executive officers, as indicated below. Subject to the terms of the Company’s 2003 Incentive Plan, as amended and restated (the “2003 Incentive Plan”) and the stock unit award agreement and the performance share agreement, as applicable, evidencing each such award, each stock unit award and performance share award provides the recipient with the right to receive one share of common stock of the Company. The Compensation Committee also approved the grant of 19,061 stock unit awards to Mr. Bailly, representing $5.1 million worth of stock unit awards, which shall be fully vested on June 4, 2027, in accordance with the terms of a separate form of stock unit award agreement (the “Bailly Grant”). Recipients of the stock unit awards and the performance share awards will have no rights as stockholders of the Company in respect thereof, including, without limitation, the right to vote or to receive dividends, until and to the extent any applicable performance objectives have been satisfied, such stock unit awards have vested, and the issuance of the shares of common stock in respect of the stock unit awards has been appropriately evidenced.

Name and Title of Recipient of Stock Unit Awards	Number of Stock Unit Awards
Mitchell Rock <br>President	3,270
Ronald J. Lataille <br>Senior Vice President, Treasurer and Chief Financial Officer	3,115
Christopher P. Litterio<br>Senior Vice President of Human Resources and Chief Counsel	1,215
Jason Holt<br>Senior Vice President	1,121

All stock unit awards listed in the table above are subject to time-based and continuous employment vesting requirements. One-third of the stock unit awards listed above shall vest on March 1, 2027, one-third shall vest on March 1, 2028 and one-third shall vest on March 1, 2029, provided that the recipient remains continuously employed by the Company through each such vesting date.

Name and Title of Recipient of Performance Share Awards	Column A<br><br>Number of “Target”<br><br>Performance Share Awards<br><br>(Upon Attainment of Certain<br><br>Performance Objectives related to Operating income and Return on Invested Capital)	Column B<br><br>Number of “Maximum”<br><br>Performance Share Awards<br><br>(Upon Attainment of<br><br>All Performance Objectives related to Operating income and Return on Invested Capital, includes Awards from Column A)
Mitchell Rock <br>President	3,270	6,540
Ronald J. Lataille <br>Senior Vice President, Treasurer and Chief Financial Officer	3,115	6,230
Christopher P. Litterio<br>Senior Vice President of Human Resources and Chief Counsel	1,215	2,430
Jason Holt<br>Senior Vice President	1,121	2,242

The performance share awards listed in Columns A and B are subject to the Company meeting certain performance objectives (the “Performance Objectives”). The Compensation Committee shall determine whether and to what extent any of the Performance Objectives have been achieved by the Company. Such determination is currently expected to take place in February 2029. The issuance date for the performance share awards listed in Columns A and B is March 1, 2029, assuming achievement of the applicable Performance Objectives.

Any unvested stock unit awards shall terminate upon the cessation of a recipient’s employment with the Company, except as noted above with respect to Mr. Rock. Any unvested performance share awards shall terminate upon the cessation of a recipient’s employment with the Company, except if employment is terminated due to death or disability, or upon a change in control (as defined in the 2003 Incentive Plan), upon which the unvested performance share awards shall vest immediately at the “Target” amount in Column A.

Notwithstanding the foregoing and only with respect to the award to Mr. Bailly, subject to the terms of Mr. Bailly’s employment agreement dated October 8, 2007, as amended (the “CEO Employment Agreement”), and the stock unit award agreement evidencing Mr. Bailly’s award, in the event that Mr. Bailly’s employment ceases without “cause” or for “good reason” (as such terms are defined in the CEO Employment Agreement), Mr. Bailly shall be entitled to receive shares that, but for such cessation of employment, would have otherwise been issued to Mr. Bailly pursuant to the terms of the stock unit awards discussed above, notwithstanding such cessation of employment. The Bailly Grant is subject to the terms of the CEO stock unit award agreement, and unless the business relationship (as defined therein) is terminated in accordance with the terms described therein, the Bailly Grant shall be fully vested.

In the event of a change in control of the Company (as defined in the 2003 Incentive Plan), any unvested awards listed in each of Columns A and B above shall become fully vested as of the effective date of such change in control, provided that the recipient has been continuously employed by the Company through the date immediately prior to the effective date of such change in control, and, with respect to the stock unit awards listed in Columns A and B above, subject to achievement of any applicable Performance Objectives prior to the effective date of such change in control.

The above description of the stock unit awards and the performance share awards is qualified in its entirety by reference to the text of the CEO stock unit award agreement, the stock unit award agreement, or the performance share award agreement evidencing such awards, as applicable, copies of the forms of which are attached hereto as Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5, respectively, and are incorporated herein in their entirety by reference.

2026 Chief Executive Officer’s Performance Bonus Plan

Also at its February 10, 2026 meeting, the Compensation Committee approved a 2026 cash bonus plan for Mr. Bailly, payable on or about the Appointment Date, that included corporate financial performance targets and individual

performance goals. This award was made under and pursuant to the 2003 Incentive Plan. The overall targeted bonus established under this plan was $400,000 (50.6% of Mr. Bailly’s 2026 base salary).

The Compensation Committee also approved the corporate financial performance targets and individual performance goals for a 2026 cash bonus plan for Mr. Rock. The target amount of such bonus was 70% of his base salary for the period prior to the Appointment Date and 100% of his base salary for the period following the Appointment Date. The actual bonus award, if any, will be determined based upon the level of achievement of the established performance targets and goals as determined by the Compensation Committee.

2026 Named Executive Officer Cash Bonus Plan

Also at its February 10, 2026 meeting, the Compensation Committee approved the corporate financial performance targets and individual performance goals for a 2026 cash bonus plan for Messrs. Lataille, Litterio and Holt. The target amounts of such cash bonuses range from 50% to 60% of base salary for each of the officers. The actual amount of each cash bonus, if any, will be subject to increase or decrease at the discretion of the Compensation Committee.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1^	Employment Offer Letter, Mitchell C. Rock, dated February 10, 2026.
10.2†	Form of Executive Severance Agreement, Mitchell C. Rock.
10.3	Form of 2026 CEO Stock Unit Award Agreement.
10.4	Form of 2026 Stock Unit Award Agreement.
10.5^	Form of Performance Share Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
†	Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.
^	Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

SIGNATURE

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

	UFP Technologies, Inc.
Date: February 13, 2026	By:	/s/ Ronald J. Lataille
		Ronald J. Lataille
		Chief Financial Officer and Senior Vice President

Document

Exhibit 10.1

CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

February 10, 2026

Mitch Rock

[**]

Dear Mitch,

Congratulations! On behalf of UFP Technologies, it is my pleasure to extend this offer of promotion to the position of Chief Executive Officer reporting directly to the Board of Directors, effective June 4, 2026. Except as specifically modified in this letter, your existing employment terms and conditions remain the same.

Upon signing this letter and the enclosed Non-Compete/Confidential Information Agreement, you will become eligible for the following additional compensation in connection with your new position, all of which is subject to normal deductions and withholdings:

Base Salary: In January 2026, your base salary as President increased to $550,000.00. Your salary as CEO will increase to $700,000.00 per year starting June 4, 2026.

Bonus: In January 2026, your annual incentive bonus target potential increased to 70% of your annual base salary. On June 4, 2026, your annual bonus target increases to up to 100% of your increased annual base salary. For the 2026 fiscal year, the bonus payments will be pro-rated for the time period you serve in each position, and will be subject to your achievement of objectives approved and established by the Compensation Committee of the Board of Directors (the “Compensation Committee”).

Equity: In January 2026, you became eligible to receive annual long-term incentive awards with a target of up to $1,750,000.00 worth of RSUs subject to vesting and other terms set by the Compensation Committee, and your achievement of objectives approved and established by the Compensation Committee.

In addition, on June 4, 2026, you will be awarded a one-time promotional grant of $650,000.00 worth of RSUs priced at the close and subject only to three (3) year vesting.

Beginning in 2027, you will be eligible to receive annual long-term incentive awards with a target of up to $3,000,000.00 worth of

100 Hale Street, Newburyport, MA 01950 USA | tel. 978-352-2200 | www.ufpt.com

2/10/26 to M. Rock

UFP Technologies (2 of 2)

RSUs subject to vesting and other terms set by the Compensation Committee, and your achievement of objectives approved and established by the Compensation Committee.

Executive Severance Agreement: You will remain an employee at will, meaning that either you or the Company may terminate the employment relationship at any time with or without cause or notice. You will, however, be offered an Executive Severance Agreement in the form attached.

In the event the Company terminates your employment without Cause, or you resign for Good Reason, and such termination does not occur in connection with a Change of Control, you will be entitled to receive severance benefits in an amount equal to 18 months of your base salary and, if applicable, reimbursement for your COBRA payments (over and above your normal contribution toward your benefits) for up to 18 months.

In the event that during your employment with the Company, the Company undergoes a Change of Control, and within six (6) months after the Change of Control your employment is terminated by the Company without Cause, or by you for Good Reason, then you will be entitled to receive severance benefits, including: (i) a lump sum payment in an amount equal to 2X the sum of your annual base salary and full target bonus for the fiscal year of termination, (ii) full acceleration of all unvested equity, with any undetermined performance based equity awarded at target, and (iii) if applicable, COBRA payments (over and above your normal contribution toward your benefits) for up to 18 months. As a condition of receiving either of the severance packages, you will be required to sign a release and a non-compete agreement.

The summary description of your potential severance benefits provided above is solely for informational purposes; the Executive Severance Agreement shall govern.

I am excited to have you take this next step in your career. If you have any questions or need additional information about the position or this offer, please do not hesitate to contact me. Otherwise, please sign and return this letter, the Non-Compete/Confidential Information Agreement, and the Executive Severance Agreement to me.

Congratulations again and I wish you all the best in this new chapter of your career!

Regards,

R. Jeffrey Bailly<br><br><br><br>_________________<br><br>R. Jeffrey Bailly<br><br>Chairman & CEO	AGREED TO AND ACCEPTED BY:<br><br><br><br>Mitch Rock<br><br><br><br>Mitch Rock<br><br>_________________________

100 Hale Street, Newburyport, MA 01950 USA | tel. 978-352-2200 | www.ufpt.com

Document

Exhibit 10.2

EXECUTIVE SEVERANCE AGREEMENT

THIS EXECUTIVE SEVERANCE AGREEMENT (“Severance Agreement”) by and between UFP Technologies, Inc., a Delaware corporation (the “Company”) and Mitchell C. Rock (the “Executive”) is made as of February 10, 2026, to take effect as of June 4, 2026 (the “Effective Date”).

WHEREAS, the Executive and the Company have executed an offer letter dated February 10, 2026, (the “Offer Letter”), setting forth certain terms and conditions of the Executive’s promotion to the position of Chief Executive Officer of the Company; and

WHEREAS, in connection with the Executive’s promotion to such position, the parties desire to enter into this Severance Agreement;

NOW, THEREFORE, as an inducement for and in consideration of the Executive’s agreement to assume the Chief Executive Officer position, the Company agrees that the Executive shall be eligible to receive the severance payments and benefits set forth in this Severance Agreement in connection with the cessation of the Executive’s employment with the Company under the circumstances described and subject to the conditions below and shall be entitled to certain other rights and benefits provided herein; and for good and valuable consideration, including but not limited to the eligibility for severance payments set forth herein, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Not an Employment Contract. The Executive acknowledges that this Severance Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive for any period of time under any conditions as an employee and that this Severance Agreement does not prevent the Executive from terminating his employment for any reason. Executive understands and acknowledges that he is an employee at will and that either he or the Company may terminate the employment relationship between them at any time and for any reason.

2. Severance Benefits.

(a) Except as otherwise provided in subsections 3(b) and 3(c), in the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below) or by the Executive for Good Reason (as defined below), the Company shall pay to the Executive (as severance pay), his base salary as in effect on the Executive’s last day of employment (exclusive of any other compensation), in regular payments for eighteen (18) months following the Termination Date In addition, if the Executive elects COBRA continuation coverage, the Company shall pay the Executive in monthly installments the difference between: (a) the premium Executive is required to pay for COBRA continuation benefits under the same type of coverage he (and if applicable his dependents) had immediately prior to the Termination Date; and (b) the amount Executive would have paid as an active

employee of the Company, for the period of eighteen (18) months, or if earlier, the date Executive no longer receives COBRA coverage.

(b) In the event the employment of the Executive is terminated other than due to Disability (as defined below) or death, or by the Company for a reason other than for Cause, or by the Executive for Good Reason, within six (6) months following a Change of Control (as defined below) of the Company; (i) the Company shall pay to the Executive (as severance pay) in a lump sum an amount equal to two (2) times the sum of (A) Executive’s annual base salary as in effect on the Termination Date, plus (B) Executive’s full target bonus for the fiscal year of the Termination Date; (ii) all of the Executive’s stock options and/or stock unit awards which, if not subject to a performance objective and not yet exercisable, or vested, respectively, based solely on continued service, which are then outstanding shall become immediately exercisable or vested, as the case may be; (iii) all of the Executive’s stock options and/or stock unit awards subject to a performance objective in a prior year performance cycle to the extent earned, but not yet exercisable, or vested, respectively, which are then outstanding shall likewise become immediately exercisable or vested, as the case may be; (iv) all of the Executive’s stock options and/or stock unit awards which, if subject to a performance cycle during which such termination occurs but not yet earned, shall be deemed to have been earned at the Target level and shall likewise become immediately exercisable or vested, as the case may be. In addition, if the Executive elects COBRA continuation coverage, the Company shall pay the Executive in monthly installments the difference between: (a) the premium Executive is required to pay for COBRA continuation benefits under the same type of coverage he (and if applicable his dependents) had immediately prior to the Termination Date; and (b) the amount Executive would have paid as an active employee of the Company, for a period of eighteen (18) months, or if earlier, the date Executive no longer receives COBRA coverage.

(c) If Executive’s employment with the Company is terminated due to Executive’s Disability or death, Executive (or the Executive’s estate, if applicable) will be paid accrued base salary through the date of termination and any additional continued vesting to the extent provided in any applicable stock unit award agreements with the Company. No additional amounts or benefits shall be payable or provided under this Agreement.

(d) If Executive voluntarily resigns Executive’s employment without Good Reason, Executive will be paid accrued base salary through the date of termination. No additional amounts or benefits shall be payable or provided under this Agreement.

(e) The Executive agrees that after the Termination Date, as a condition precedent to payment of the severance benefits called for by Section 3(a) or Section 3(b), as the case may be, he shall execute a waiver and release in the form attached hereto as Exhibit A (“General Release”), of any and all claims he may have against the Company and its officers, employees, directors, parents, subsidiaries and affiliates, and a Noncompetition Agreement in the form attached hereto as Exhibit B. Executive understands and agrees that the payment of the

severance benefits called for by this Severance Agreement are contingent upon his execution and delivery to the Company, and non-revocation of both the (i) General Release of claims as provided under the terms of the Release Agreement, or (ii) the Noncompetition Agreement. Subject to sub-paragraph (f), the severance benefits payable under Section 3(a) or Section 3(b), as applicable, shall commence with the first payroll following the date the release of claims described above is effective; provided, that if the period in which Executive may sign and return the General Release spans more than one taxable year, payment will not commence until the later taxable year. If the General Release or Noncompetition Agreement is revoked by Executive under the terms of the General Release, no severance benefits will be payable. Executive’s rights to the severance benefits under Section 3(a) or Section 3(b), as applicable, shall constitute the sole remedy of the Executive in the event of termination of the Executive’s employment. For purposes of this Severance Agreement the Executive’s termination of employment shall mean his “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

(f) Payments to the Executive under Sections 3(a) and 3(b), as applicable, shall be bifurcated into two portions, consisting of the portion, if any, that includes the maximum amount of the payments that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the portion, if any, that includes the excess of the total payments that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of non-qualified deferred compensation until such portion is exhausted and then shall be made from the portion that does constitute non-qualified deferred compensation. Notwithstanding the foregoing, if the Executive is a “specified employee” as defined in Section 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of the portion that constitutes nonqualified deferred compensation will be delayed to the date that is 6 months and one day after the Executive’s termination of employment (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid pro rata during the period beginning on the Earliest Payment Date and ending on the date that is 12 months following termination of the Executive’s employment. The determination of whether, and the extent to which, any of the payments to be made to the Executive hereunder are non-qualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Executive’s termination of employment occurs.

(g) (i) Notwithstanding any other provision of this Severance Agreement, in the event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not be obligated to provide to the Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to

receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for the Executive.

(ii) For purposes of this Section 3(g), the following terms shall have the following respective meanings:

(A) “Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code.

(B) “Contingent Compensation Payment” shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Severance Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

4. Definitions. For purposes of this Severance Agreement, the following terms shall have the following meanings:

(a) “Cause” shall mean a good faith finding by a majority of the members of the Board of Directors of the Company (excluding the Executive, if he is then serving as a Director, for purposes of both participating in the vote and calculating the majority), after giving the Executive an opportunity to be heard, of: (i) gross negligent or willful misconduct by the Executive in connection with his employment duties, (ii) failure by the Executive (other than due to disability) to perform his duties or responsibilities required pursuant to his employment, after written notice and an opportunity to cure, (iii) misappropriation by the Executive of the assets or business opportunities of the Company, or its affiliates, (iv) embezzlement or other financial or other fraud committed by the Executive, (v) the Executive knowingly allowing any third party to commit any of the acts described in any of the preceding clauses (iii) or (iv), or (vi) the Executive’s indictment for, conviction of, or entry of a plea of no contest with respect to, any felony or any crime involving moral turpitude.

(b) “Good Reason” shall mean: (i) the unilateral relocation by the Company of the Executive’s principal work place for the Company to a site more than 60 miles from the Executive’s principal office, (ii) a material reduction in the Executive’s then-current base salary without the Executive’s consent or (iii) material diminution of the Executive’s duties, authority or responsibilities, without the Executive’s consent. In order to establish “Good Reason” for a termination, the Executive must provide notice to the Company of the existence of the condition giving rise to the “Good Reason” within 90 days following the initial existence of the condition, and the Company has 30 days following receipt of such notice to remedy such condition.

(A) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (A), any acquisition directly from the Company shall not constitute a Change in Control; or

(B) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board of Directors of the Company (the “Board”) (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the date of this Severance Agreement or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(C) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or

more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

(D) the liquidation or dissolution of the Company.

(d) “Disability” shall be deemed the reason for the termination of Executive’s employment if Executive, due to physical or mental injury or illness, is unable to perform the essential functions of Executive’s position with or without reasonable accommodation for a period of one hundred eighty (180) days, whether or not consecutive, occurring within any period of twelve (12) consecutive months, subject to any limitation imposed by federal, state or local laws, including, without limitation, the Americans with Disabilities Act. Eligibility for disability benefits under any policy for long-term disability benefits provided to Executive by the Company, or a determination of total disability by the Social Security Administration, shall conclusively establish Executive’s Disability.

5. Miscellaneous.

(a) Clawback. Any compensation paid or payable to Executive pursuant to this Agreement which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company adopted from time to time). Executive specifically authorizes the Company to withhold from future salary or wages any amounts that may become due under this provision. This Section 5(a) shall survive the termination of this Agreement for a period of three (3) years.

(b) Legal Expenses. The Company will advance the Executive reasonable legal fees (including without limitation, any and all court costs and reasonable attorneys’ fees and expenses) incurred by the Executive in connection with or as a result of any claim, action or proceeding brought by the Company or the Executive following a Change in Control with respect to or arising out of the provisions of this Agreement; provided, however, that the Executive will be obligated to repay the Company for any such legal fees, if in the case of an action brought by the Executive the Company is successful in establishing with the court that the Executive’s action was frivolous or otherwise without any reasonable legal or factual basis.

(c) Notices. All notices given hereunder shall be given by electronic communication, certified mail, addressed, or delivered by hand, to the other party at his or its address contained in the Company’s records. Executive promptly shall notify Company of any change in Executive’s address. Each notice shall be dated the date of its sending, mailing or delivery and shall be deemed given, delivered or completed on such date.

(d) Pronouns. Whenever the context may require, any pronouns used in this Severance Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

(e) Entire Severance Agreement. This Severance Agreement shall constitute the entire agreement between the parties regarding the matters addressed herein and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter of such agreements. If there shall be any inconsistency (including, without limitation, identical capitalized terms with less than identical meanings) between the Severance Agreement, and any other agreement (including the Offer Letter), plan, award, program or practice of the Company whether now existing or hereafter adopted or amended, then this Severance Agreement shall control, unless the Executive and the Company hereafter have agreed otherwise in writing and such other agreement, plan, program or practice specifically refers to the provision of the agreements affected thereby.

(f) Section 409A. This Severance Agreement is intended to comply with the provisions of Section 409A and the Severance Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Severance Agreement shall have the meanings given such terms under Section 409A if and to the extent required in order to comply with Section 409A. No payments to be made under this Severance Agreement may be accelerated or deferred except as specifically permitted under Section 409A. In the event that the Severance Agreement shall be deemed not to comply with Section 409A, then neither the Company, the Board nor its or their designees or agents shall be liable to the Executive or other person for actions, decisions or determinations made in good faith.

(g) Amendment. This Severance Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive.

(h) Governing Law. This Severance Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Any action, suit or other legal arising under or relating to any provision of this Severance Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and the Company and the Executive each consent to the jurisdiction of such a court. The Company and the Executive each hereby irrevocably waive any right to trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Severance Agreement.

(i) Successors and Assigns. This Severance Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Executive are personal and shall not be assigned by him.

(j) Waivers. No delay or omission by the Company in exercising any right under this Severance Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

(k) Captions. The captions of the sections of this Severance Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Severance Agreement.

(l) Severability. In case any provision of this Severance Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

* * * * *

[Signatures appear on following page]

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS SEVERANCE AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS SEVERANCE AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have executed this Severance Agreement as of the day and year set forth above.

UFP TECHNOLOGIES, INC.<br><br><br><br><br><br>By: _____________________<br><br>Christopher P. Litterio<br><br>Secretary and General Counsel<br><br><br><br><br><br><br><br>_________________________<br><br>Mitchell C. Rock

[Signature Page to Executive Severance Agreement]

Exhibit A

FORM OF GENERAL RELEASE LETTER IN CONNECTION WITH TERMINATION OF EMPLOYMENT

[The language in this General Release Letter may change based on legal developments and evolving best practices; this form is provided as an example of what will be included in the final General Release Letter document.]

(see attached)

Exhibit B

FORM OF NON-COMPETITION AGREEMENT IN CONNECTION WITH TERMINATION OF EMPLOYMENT

[The language in this Non-Competition Agreement may change based on legal developments and evolving best practices; this form is provided as an example of what will be included in the final Non-Competition Agreement document.]

(see attached)

Document

Exhibit 10.3

STOCK UNIT AWARD AGREEMENT

(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)

This Stock Unit Award Agreement is entered into as of the 10th day of February, 2026 by and between UFP Technologies, Inc. (hereinafter the “Company”) and R Jeffrey Bailly (the “Awardee”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Company’s 2003 Incentive Plan, as amended (the “Plan”). Stock Unit Awards (SUA’s) represent the Company’s unfunded and unsecured promise to issue shares of Common Stock at a future date, subject to the terms of this Award Agreement and the Plan. Awardee has no rights under the SUAs other than the rights of a general unsecured creditor of the Company.

Grant of Stock Unit Awards; Vesting.

(a) The Company hereby awards to the Awardee hereto upon the terms and subject to the conditions hereinafter contained _______________________ SUAs. Subject to the terms of this Award Agreement and the Plan and provided that Awardee remains continuously employed throughout the vesting periods set out below, the SUAs shall vest and be converted into an equivalent number of shares of Common Stock that will be distributed to the Awardee as follows; provided that fractional SUAs shall be converted into shares of Common Stock as set out in Section 8 of this Award Agreement:

Vesting Date	Percentage<br>of SUAs
June 4, 2027	100%

(b) Payment with respect to vested SUA’s shall be made entirely in the form of shares of Common Stock of the Company on the vesting date as set forth above.

2. Change in Control. Notwithstanding the vesting schedule set forth above, if there is a Change in Control of the Company (as defined in the Plan) and the Awardee’s Business Relationship as contemplated by Section 4 hereof, shall not have been terminated as of the date immediately prior to the effective date of such Change in Control, then subject to the provisions of Section 21 of this Award Agreement, the SUA shall become vested in full as of the effective date of such Change in Control.

3. Termination. Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s rights under this Award Agreement with respect to the SUAs issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.

4.Termination of Business Relationship.

(a)Except as otherwise specified in subsection (b) or (c) below or as otherwise specified in Section 5 or 6 below, in the event of termination of Awardee’s Business Relationship, Awardee’s rights under this Award Agreement in any unvested SUAs shall terminate. For purposes of this Award Agreement, an Awardee’s “Business Relationship” shall mean continuing service as either an employee or a director, or both. The Awardee’s Business Relationship shall not be considered interrupted in the case of sick leave or leave of absence for which the Business Relationship is not considered interrupted as determined by the Company in its sole discretion.

(b)Subject to: the provisions of Paragraphs 8 and 12 of the Awardee’s Employment Agreement dated October 8, 2007 with the Company, as amended (the “Employment Agreement”) and the provisions of Section 21 of this Award Agreement, any SUA’s which would otherwise have resulted in the issuance of shares of the Company’s common stock but for: (i) the termination of the Awardee’s employment by the Company without “Cause” (as defined in the Employment Agreement); or (ii) termination of the Awardee’s employment for “Good Reason” (as defined in the Employment Agreement) prior to the date on which such shares would otherwise have been delivered to the Awardee but for such termination, then such shares shall be issued to the Awardee notwithstanding such termination of employment.

Disability of Awardee. Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Continuous Status as an employee as a result of disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”), the SUAs shall become vested as of the date of such termination, subject, however, to the provisions of Section 21 of this Award Agreement. If Awardee’s Disability originally required him or her to take a short-term disability leave which was later converted into long-term disability, then for the purposes of the preceding sentence the date on which Awardee ceased performing services shall be deemed to be the date of commencement of the short-term disability leave.
Death of Awardee. Notwithstanding the provisions of Section 4 above, in the event of the death of Awardee, if the Awardee was, at the time of death, in Continuous Status as an employee, the SUAs shall become vested as of the date of death.
Value of Unvested SUAs. In consideration of the award of these SUAs, Awardee agrees that upon and following termination of Awardee’s Continuous Status as an employee for any reason (whether or not in breach of applicable laws), and regardless of whether Awardee is terminated with or without cause, notice, or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, any unvested SUAs under this Award Agreement shall be deemed to have a value of zero dollars ($0.00).
Conversion of SUAs to shares of Common Stock; Responsibility for Taxes.

(a) Provided Awardee has satisfied the requirements of Section 8(b) below, and subject to the provisions of Section 21 below, on the vesting of any SUAs, such vested SUAs shall be converted into an equivalent number of shares of Common Stock that will be distributed to Awardee or, in the event of Awardee’s death, to Awardee’s legal representative, as soon as practicable. The distribution to the Awardee, or in the case of the Awardee’s death, to the Awardee’s legal representative, of shares of Common Stock in respect of the vested SUAs shall be evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means as determined by the Company.

(b) Regardless of any action the Company takes with respect to any or all income tax (including federal, state and local taxes), social security, payroll tax or other tax-related withholding (“Tax Related Items”), Awardee acknowledges that the ultimate liability for all Tax Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the SUAs, including the grant of the SUAs, the vesting of SUAs, the conversion of the SUAs into shares of Common Stock, the subsequent sale of any shares of Common Stock acquired at vesting and the receipt of any dividends; and (ii) does not commit to structure the terms of the grant or any aspect of the SUAs to reduce or eliminate the Awardee’s liability for Tax Related Items. Prior to the issuance of shares of Common Stock upon vesting of SUAs as provided in Section 8(a) above, Awardee shall pay, or make adequate arrangements satisfactory to the Company, in its sole discretion, to satisfy all withholding obligations of the Company. In this regard, Awardee authorizes the Company to withhold all applicable Tax Related Items legally payable by Awardee from Awardee’s wages or other cash compensation payable to Awardee by the Company. Alternatively, or in addition, if permissible under applicable law, the Company may, in its sole discretion, (i) sell or arrange for the sale of shares of Common Stock to be issued to satisfy the withholding obligation, and/or (ii) withhold in shares of Common Stock, provided that the Company shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. Awardee shall pay to the Company any amount of Tax Related Items that the Company may be required to withhold as a result of Awardee’s receipt of SUAs, or the conversion of SUAs to shares of Common Stock that cannot be satisfied by the means previously described. Except where applicable legal or regulatory provisions prohibit, the standard process for the payment of an Awardee’s Tax Related Items shall be for the Company to withhold in shares of Common Stock only to the amount of shares necessary to satisfy the minimum withholding amount. The Company may refuse to deliver shares of Common Stock to Awardee if Awardee fails to comply with Awardee’s obligation in connection with the Tax Related Items as described herein.

(c) In lieu of issuing fractional shares of Common Stock, on the vesting of a fraction of a SUA, the Company shall round the shares to the nearest whole share and any such share which represents a fraction of a SUA will be included in a subsequent vest date.

Awardee shall have no right to vote or receive dividends or any other rights as a shareholder with respect to such shares of Common Stock, notwithstanding the vesting of SUAs. Subject to the provisions of Section 21 below, the Company shall cause such distribution to Awardee to occur promptly upon the vesting of SUAs. No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner of the shares of Common Stock, except as provided in Section 8 of the Plan.

(e) By accepting the Award of SUAs evidenced by this Award Agreement, Awardee agrees not to sell any of the shares of Common Stock received on account of vested SUAs at a time when applicable laws or Company policies prohibit a sale. This restriction shall apply so long as Awardee is an employee, consultant or outside director of the Company or a subsidiary of the Company.

(f) Adjustments and other matters relating to stock dividends, stock splits, recapitalizations, reorganizations, Corporate Events and the like shall be made and determined in accordance with Section 6 of the Plan, as in effect on the date of this Agreement.

Non-Transferability of SUAs. Awardee’s right in the SUAs awarded under this Award Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution, prior to the distribution of the shares of Common Stock in respect of such SUAs. SUAs shall not be subject to execution, attachment or other process.
Acknowledgment of Nature of Plan and SUAs. In accepting the Award, Awardee acknowledges that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b) the Award of SUAs is voluntary and occasional and does not create any contractual or other right to receive future awards of SUAs, or benefits in lieu of SUAs even if SUAs have been awarded repeatedly in the past;

(d) Awardee’s participation in the Plan is voluntary;

(e) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; and

(f) if Awardee receives shares of Common Stock, the value of such shares of Common Stock acquired on vesting of SUAs may increase or decrease in value.

No Employment Right. Awardee acknowledges that neither the fact of this Award of SUAs nor any provision of this Award Agreement or the Plan or the policies adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with the Company, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award of SUAs makes Awardee’s employment with the Company for any minimum or fixed period, and that such employment is subject to the mutual consent of Awardee and the Company, and subject to any written employment agreement that may be in effect from time to time between the Company and the Awardee, may be terminated by either Awardee or the Company at any time, for any reason or no reason, with or without cause or notice or any kind of pre- or post-termination warning, discipline or procedure.
Administration. The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such term is defined in Section 2 of the Plan), and the Committee shall have all powers and discretion with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement by the Committee and any decision made by the Committee with respect to the Award Agreement shall be final and binding on all parties.
Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the terms of the Plan, and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.

14. Notices. Any written notices provided for in this Award Agreement which are sent by mail shall be deemed received three business days after mailing, but not later than the date of actual receipt. Notices shall be directed, if to Awardee, at the Awardee’s address indicated by the Company’s records and, if to the Company, at the Company’s principal executive office.

15. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to SUAs awarded under the Plan or future SUAs that may be awarded under the Plan by electronic means or request Awardee’s consent to participate in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Acknowledgment. By Awardee’s acceptance as evidenced below, Awardee acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement and the Plan. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and the Plan, as the latter may be amended from time to time in the Company’s sole discretion. In addition, the Awardee acknowledges that the Award and rights granted to the Awardee hereunder shall be subject to forfeiture to the Company in accordance

with any policy that may hereafter be promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.

[Intentionally Omitted]
Governing Law. This Award Agreement shall be governed by the laws of the State of Delaware, without regard to Delaware laws that might cause other law to govern under applicable principles of conflicts of law.
Severability. If one or more of the provisions of this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.
Complete Award Agreement and Amendment. This Award Agreement and the Plan constitute the entire agreement between Awardee and the Company regarding SUAs. Any prior agreements, commitments or negotiations concerning these SUAs are superseded. This Award Agreement may be amended only by written agreement of Awardee and the Company, without consent of any other person. Awardee agrees not to rely on any oral information regarding this Award of SUAs or any written materials not identified in this Section 20.

21.Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be

considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

EXECUTED the day and year first above written.

UFP TECHNOLOGIES, INC.

By:

Ronald J. Lataille

Chief Financial Officer

AWARDEE’S ACCEPTANCE:

I have read and fully understood this Award Agreement and, as referenced in Section 16 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents referenced in it.

R Jeffrey Bailly

Document

Exhibit 10.4

STOCK UNIT AWARD AGREEMENT

(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)

This Stock Unit Award Agreement is entered into as of the 10th day of February, 2026 by and between UFP Technologies, Inc. (hereinafter the “Company”) and _____________ (the “Awardee”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Company’s 2003 Incentive Plan, as amended (the “Plan”). Stock Unit Awards (SUA’s) represent the Company’s unfunded and unsecured promise to issue shares of Common Stock at a future date, subject to the terms of this Award Agreement and the Plan. Awardee has no rights under the SUAs other than the rights of a general unsecured creditor of the Company.

Grant of Stock Unit Awards; Vesting.

Vesting Date	Percentage<br>of SUAs
March 1, 2027	33 1/3 %
March 1, 2028	33 1/3 %
March 1, 2029	33 1/3 %

(b) Payment with respect to vested SUA’s shall be made entirely in the form of shares of Common Stock of the Company on each respective vesting date as set forth above.

Change in Control. Notwithstanding the vesting schedule set forth in Section 1(a) above: if there is a Change in Control of the Company (as defined in the Plan) and the Awardee’s Continuous Status as an employee, as contemplated by Section 4 hereof, shall not have been terminated as of the date immediately prior to the effective date of such Change in Control, then subject to the provisions of Section 21 of this Award Agreement, any SUA’s which are not already vested shall become vested in full as of the effective date of such Change in Control.
Termination. Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s rights under this Award Agreement with respect to the SUAs issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.

4. Termination of Awardee’s Continuous Status as an Employee. Except as otherwise specified in Section 5 and 6 below, in the event of termination of Awardee’s Continuous Status as an employee of the Company, Awardee’s rights under this Award Agreement in any unvested SUAs shall terminate. For purposes of this Award Agreement, an Awardee’s Continuous Status as an employee shall mean the absence of any interruption or termination of service as an employee. Continuous Status as an employee shall not be considered interrupted in the case of sick leave or leave of absence for which Continuous Status is not considered interrupted as determined by the Company in its sole discretion.

Disability of Awardee. Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Continuous Status as an employee as a result of disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”), the SUAs which would have vested during the twelve (12) months following the date of such termination, set forth in Section 1(a) shall become vested as of the date of such termination, subject, however, to the provisions of Section 21 of this Award Agreement. If Awardee’s Disability originally required him or her to take a short-term disability leave which was later converted into long-term disability, then for the purposes of the preceding sentence the date on which Awardee ceased performing services shall be deemed to be the date of commencement of the short-term disability leave. The Awardee’s rights in any unvested SUAs that remain unvested after the application of this Section 5 shall terminate at the time Awardee ceases to be in Continuous Status as an employee.
Death of Awardee. Notwithstanding the provisions of Section 4 above, in the event of the death of Awardee:

(a) If the Awardee was, at the time of death, in Continuous Status as an employee, the SUAs which would have vested during the twelve (12) months following the date of death of Awardee, set out in Section 1(a) above shall become vested as of the date of death.

(b) The Awardee’s rights in any unvested SUAs that remain after the application of Section 6(a) shall terminate at the time of the Awardee’s death.

Value of Unvested SUAs. In consideration of the award of these SUAs, Awardee agrees that upon and following termination of Awardee’s Continuous Status as an employee for any reason (whether or not in breach of applicable laws), and regardless of whether Awardee is terminated with or without cause, notice, or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, any unvested SUAs under this Award Agreement shall be deemed to have a value of zero dollars ($0.00).
Conversion of SUAs to shares of Common Stock; Responsibility for Taxes.

distributed to Awardee or, in the event of Awardee’s death, to Awardee’s legal representative, as soon as practicable. The distribution to the Awardee, or in the case of the Awardee’s death, to the Awardee’s legal representative, of shares of Common Stock in respect of the vested SUAs shall be evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means as determined by the Company.

(d) Until the distribution to Awardee of the shares of Common Stock in respect to the vested SUAs is evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means, Awardee shall have no right to vote or receive dividends or any other rights as a shareholder with respect to such shares of Common Stock, notwithstanding the vesting of SUAs. Subject to the provisions of Section 21 below, the Company shall cause such distribution to Awardee to occur

promptly upon the vesting of SUAs. No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner of the shares of Common Stock, except as provided in Section 8 of the Plan.

Non-Transferability of SUAs. Awardee’s right in the SUAs awarded under this Award Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution, prior to the distribution of the shares of Common Stock in respect of such SUAs. SUAs shall not be subject to execution, attachment or other process.
Acknowledgment of Nature of Plan and SUAs. In accepting the Award, Awardee acknowledges that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(d) Awardee’s participation in the Plan is voluntary;

(e) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(f) if Awardee receives shares of Common Stock, the value of such shares of Common Stock acquired on vesting of SUAs may increase or decrease in value;

(g) notwithstanding any terms or conditions of the Plan to the contrary and consistent with Section 4 and Section 7 above, in the event of involuntary termination of Awardee’s employment (whether or not in breach of applicable laws), Awardee’s right to receive

SUAs and vest under the Plan, if any, will terminate effective as of the date that Awardee is no longer actively employed and will not be extended by any notice period mandated under applicable law; furthermore, in the event of involuntary termination of employment (whether or not in breach of applicable laws), Awardee’s right to receive shares of Common Stock pursuant to the SUAs after termination of employment, if any, will be measured by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under applicable law. The Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of the award of SUAs; and

(h) Awardee acknowledges and agrees that, regardless of whether Awardee is terminated with or without cause, notice or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, Awardee has no right to, and will not bring any legal claim or action for, (a) any damages for any portion of the SUAs that have been vested and converted into Common Shares, or (b) termination of any unvested SUAs under this Award Agreement.

No Employment Right. Awardee acknowledges that neither the fact of this Award of SUAs nor any provision of this Award Agreement or the Plan or the policies adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with the Company, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award of SUAs makes Awardee’s employment with the Company for any minimum or fixed period, and that such employment is subject to the mutual consent of Awardee and the Company, and subject to any written employment agreement that may be in effect from time to time between the Company and the Awardee, may be terminated by either Awardee or the Company at any time, for any reason or no reason, with or without cause or notice or any kind of pre- or post-termination warning, discipline or procedure.
Administration. The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such term is defined in Section 2 of the Plan), and the Committee shall have all powers and discretion with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement by the Committee and any decision made by the Committee with respect to the Award Agreement shall be final and binding on all parties.
Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the terms of the Plan, and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.

indicated by the Company’s records and, if to the Company, at the Company’s principal executive office.

Acknowledgment. By Awardee’s acceptance as evidenced below, Awardee acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement and the Plan. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and the Plan, as the latter may be amended from time to time in the Company’s sole discretion. In addition, the Awardee acknowledges that the Award and rights granted to the Awardee hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.
[Intentionally Omitted]
Governing Law. This Award Agreement shall be governed by the laws of the State of Delaware, without regard to Delaware laws that might cause other law to govern under applicable principles of conflicts of law.
Severability. If one or more of the provisions of this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.
Complete Award Agreement and Amendment. This Award Agreement and the Plan constitute the entire agreement between Awardee and the Company regarding SUAs. Any prior agreements, commitments or negotiations concerning these SUAs are superseded. This Award Agreement may be amended only by written agreement of Awardee and the Company, without consent of any other person. Awardee agrees not to rely on any oral information regarding this Award of SUAs or any written materials not identified in this Section 20.

Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

EXECUTED the day and year first above written.

UFP TECHNOLOGIES, INC.

By:

R. Jeffrey Bailly

Chief Executive Officer

AWARDEE’S ACCEPTANCE:

Document

Exhibit 10.5

UFP TECHNOLOGIES, INC.

2026 FORM OF PERFORMANCE SHARE AGREEMENT

(3-Year Performance Period)

February 10, 2026

On February 10, 2026 UFP Technologies, Inc. (the “Company”) granted you a Performance Share Award (the “Award”) under the Company’s 2003 Incentive Plan (the “Plan”). The Award is granted subject to the enclosed Terms and Conditions – [2026-2028] Performance Share Award (the “Terms and Conditions”).

You have been granted ___________________* Performance Shares.

* [insert here the dollar value awarded as per the draft resolutions, divided by the closing stock price on 2-10-26].

A percentage of your base award, not to exceed 200%, will be earned on December 31, 2028 and will vest and be awarded on or about March 1, 2029 and will be issued in shares of the Company’s Common Stock., $.01 par value.

As described in the Terms and Conditions, the payout percentage for this Award depends on the level of achievement of two performance objectives over the three-year performance period 2026-2029 (“Performance Period”), as adjusted by a payout multiplier. 50% of your Award is based upon the Company’s Adjusted Operating Income (“OI”)1 for the Performance Period and 50% is based upon the Company’s average Return on Invested Capital (“ROIC”) for the Performance Period, according to the schedules below. Awards will be pro-rated to the nearest whole share for performance between Threshold and Target and between Target and Maximum.

[**]

This award letter and the enclosed materials are part of a prospectus covering securities that have been registered under the Securities Act of 1933. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete.

2011439.4

Exhibit 10.5

You are not required to accept the Award. By signing below, you confirm that you understand and agree that this Award of Performance Shares is granted in exchange for you agreeing to the Terms and Conditions and the Plan, that the Terms and Conditions and the Plan are included in this Agreement by reference, and that you are not otherwise entitled to the Award. A summary of the Plan and the Company’s most recent Annual Report to Shareholders are available upon request to the Corporate Human Resources Department.

UFP TECHNOLOGIES, INC.

By:___________________________

R. Jeffrey Bailly

Chairman and Chief Executive Officer

Accepted and Agreed:

______________________________ Date:_____________________________

2011439.4

Exhibit 10.5

2023-2025 TERMS AND CONDITIONS - PERFORMANCE SHARE AWARD

1.	Performance Period. Your payout under this Performance Share Award (the “Award”) will depend on (i) the base award shown on your Award Agreement and (ii) the Company’s, performance during the three-year period beginning January 1, 2026 and ending December 31, 2028 (the “Performance Period”).
2.	Performance Objectives and Payout Multiplier. The payout under this Award is based upon the level of achievement of two performance objectives. [**] The maximum payout percentage for the Award is 200%.
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a.	[**]
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b.	[**]
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3.	Vesting of Award and Form of Payout. With the exception of early vesting for circumstances described in Sections 4 and 5, this Award will be earned on December 31, 2028 (the “Vesting Date”). Your vested Award will be paid out in shares of the Company’s Common Stock, $.01 par value on or about March 1, 2029. (the “Payout Date”). On the Payout Date, the Company will issue to you the number of Performance Shares earned, subject to reduction for tax withholding.
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4.	Termination of Employment.
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a.	Except as provided in Section 4(c), and Section 5, if your employment is terminated for any reason before the Vesting Date, your right to this Award will terminate immediately upon such termination of employment. Termination of employment and similar terms when used in this Award refer to a termination of employment that constitutes a separation from service within the meaning of Section 409A of the Internal Revenue Code.
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b.	[intentionally omitted]
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c.	If your termination of employment during the Performance Period is due to death or Disability (as defined below), your Award will vest immediately at the Target amount of your Base Award and be payable within 60 days of such event.
---	---

Exhibit 10.5

“Disability” means the inability to substantially perform your duties and responsibilities by reason of any accident or illness that can be expected to result in death or to last for a continuous period of not less than one year.

d.	The employment relationship will be treated as continuing intact while you are on military, sick leave or other bona fide leave of absence if (i) the Company does not terminate the employment relationship or (ii) your right to re-employment is guaranteed by statute or by contract.
5.	Change in Control. If there is a Change in Control of the Company (as defined in the Plan) during the Performance Period and your continuous status as an employee shall not have been terminated as of the date immediately prior to the effective date of such Change in Control, then subject to the provisions of Section 14 of this Performance Share Agreement, your Award will vest immediately at the Target amount of your Base Award and be payable as of the date immediately prior to the closing date of such Change in Control event.
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6.	Transferability. The Performance Shares may not be transferred, assigned, pledged or otherwise encumbered until the underlying shares have been issued.
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7.	No Rights as Shareholder. You will not have the rights of a shareholder with respect to the Performance Shares until the shares have been issued. You will not have the right to vote the shares or receive any dividends that may be paid on the underlying shares prior to issuance.
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8.	Withholding. You will recognize taxable income equal to the fair market value of the shares underlying the Award on the Payout Date. This amount is subject to ordinary income tax and payroll tax. The Company will withhold (at the Company’s required withholding rate) any amount required to satisfy applicable tax laws in shares otherwise subject to the payout. The income and tax withholding generated by your payout will be reported on your W-2. If your personal income tax rate is higher than the Company’s required withholding rate, you will owe additional tax on the issuance. After payment of the ordinary income tax, the shares you receive for the Stock Portion of your payout will have a tax basis equal to the closing price of UFP Technologies stock on the Vesting Date.
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9.	Restrictive Covenants. Due to your leadership role in the Company, you are in a position of trust and confidence and have access to and knowledge of valuable confidential information of the Company, including business processes, techniques, plans, and strategies across the Company, trade secrets, sensitive financial and legal information, terms and arrangements with business partners, customers, and suppliers, trade secrets, and other confidential information that if known outside the Company would cause irreparable harm to the Company. In addition, you may have influence upon customer or supplier relationships, goodwill or loyalty which are valuable interests to the Company.
---	---

Exhibit 10.5

During your employment and through one year after the Payout Date of this Award, you will not directly or indirectly (i) solicit orders from or seek or propose to do business with any customer, supplier, or vendor of the Company or its subsidiaries or affiliates (collectively, the “Companies”) relating to any Competitive Activity, (ii) influence or attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies, or (iii) engage in activity that may require or inevitably will require disclosure of trade secrets, proprietary information, or confidential information. “Competitive Activity” means any manufacture, sale, distribution, engineering, design, promotion or other activity that competes with any business of the Companies in which you were involved during the last year of your employment in the Restricted Territory. “Restricted Territory” means any geographic area in which any of the following occurred or existed during the last year of your employment with one or more of the Companies: (i) you contacted any customer, supplier or vendor, or (ii) any customer, supplier or vendor you serviced or used were located, or (iii) operations for which you had responsibility sold any products, or (iv) any products you designed were sold or distributed. You agree the covenants in this Section are reasonable in time and scope and justified based on your position and receipt of the Award. In the event you violate the terms of this Section, the one-year term of the restrictive covenants shall be automatically extended by the period you were violating any term of this Section and by any period that the Companies seek to enforce its rights for any violating conduct through litigation.

If you violate the preceding paragraph, then you will pay to the Company any Award Gain you realized from this Award. “Award Gain” of your Award is equal to (i) the number of shares distributed to you on the Payout Date of this Award times the fair market value of UFP Technologies stock on the Payout Date (including the tax withholding), minus (ii) any non-refundable taxes paid by you as a result of the distribution. In addition, the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against you for any breach or threatened breach of this Section from any court of competent jurisdiction, without the necessity of showing any actual damages or showing money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Such equitable relief shall be in addition to, not in lieu of, any legal remedies, monetary damages, or other available forms of relief. If any restriction in this Section is deemed unenforceable, then you and the Company contemplate that the appropriate court will reduce the scope or other provisions and enforce the restrictions set out in this section in their reduced form. The covenants in this Section are in addition to any similar covenants under any other agreement between the Company and you.

Exhibit 10.5

10.	Repayment of Awards. If, within 24 months after an Award is paid, the Company is required to restate previously reported financial results, the Committee will require all Award recipients to repay any amounts paid in excess of the amounts that would have been paid based on the restated financial results. The Committee will issue a written Notice of Repayment documenting the corrected Award calculation and the amount and terms of repayment. In addition, the Committee may require repayment of the entire Award from any Award recipients determined, in its discretion, to be personally responsible for gross misconduct or fraud that caused the need for the restatement. The Award recipient must repay the amount specified in the Notice of Repayment. The Committee may, in its discretion, reduce a current year Award payout as necessary to recoup any amounts outstanding under a previously issued Notice of Repayment
11.	Award Not Benefit Eligible. This Award will be considered special incentive compensation and will not be included as earnings, wages, salary or compensation in any pension, retirement, welfare, life insurance or other employee benefit plan or arrangement of the Company.
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12.	Plan Controls; Committee. This Award is subject to all terms, provisions and definitions of the Plan, which is incorporated by reference. In the event of any conflict, the Plan will control over this Award. Upon request, a copy of the Plan will be furnished to you. The Plan is administered by a committee of non-employee directors or their designees (the “Committee”). The Committee’s decisions and interpretations with regard to this Award will be binding and conclusive.
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13.	Assignment. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Award in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Award. As used in this Award, “Company” means (i) UFP Technologies, Inc., its subsidiaries and affiliates, and (ii) any successor to its business and/or assets which executes and delivers the agreement provided for in this Section or which otherwise becomes bound by all the terms and provisions of this Award by operation of law.
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14.	Section 409A. The Company believes this Award constitutes a short-term deferral within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder. Notwithstanding anything contained in these terms and conditions, it is intended that the Award will at all times meet the requirements of Section 409A and any regulations or other guidance issued thereunder, and that the provisions of the Award will be interpreted to meet such requirements. To the extent permitted by Section 409A, the Committee retains the right to delay a distribution of this Award if the distribution would violate securities laws or otherwise result in material harm to the Company.
---	---

Exhibit 10.5

15.	Data Privacy. You acknowledge and agree that the Company may collect, use and share your personal information, including transferring the personal information to the United States (which may have different data privacy laws and protections than one’s home country), to implement and administer the Award. This personal information may include, without limitation, your: employee identification number; national identification number; first and last names; home and other physical address; email addresses; telephone and fax numbers; dates of birth; organization name, job title, and department name; reporting hierarchy; work history; performance ratings; and payroll information. The Company will collect, process, and transfer the personal information pursuant to a proper legal basis and with appropriate safeguards, and may disclose such information to non-agent third parties assisting the Company in administering the Award. Additional information concerning the Company’s collection and use of your personal information is available in the Privacy Policy located on the Company’s intranet site.
16.	Other. In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment.
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15.

Data Privacy. You acknowledge and agree that the Company may collect, use and share your personal information, including transferring the personal information to the United States (which may have different data privacy laws and protections than one’s home country), to implement and administer the Award. This personal information may include, without limitation, your: employee identification number; national identification number; first and last names; home and other physical address; email addresses; telephone and fax numbers; dates of birth; organization name, job title, and department name; reporting hierarchy; work history; performance ratings; and payroll information. The Company will collect, process, and transfer the personal information pursuant to a proper legal basis and with appropriate safeguards, and may disclose such information to non-agent third parties assisting the Company in administering the Award. Additional information concerning the Company’s collection and use of your personal information is available in the Privacy Policy located on the Company’s intranet site.

16.

Other. In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment.

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This Award is entered into and accepted in Newburyport, Massachusetts. The Award will be governed by Massachusetts law, excluding any conflicts or choice of law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction.

Any action or proceeding arising from or related to this Award is subject to the exclusive venue and subject matter jurisdiction of the Superior Court of Suffolk County, Massachusetts or the United States District Court for the District of Massachusetts, and the parties agree to submit to the jurisdiction of such Courts. The parties also waive the defense of an inconvenient forum and agree not to seek any change of venue from such Courts.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2026

UFP TECHNOLOGIES, INC.

100 Hale Street

Newburyport, Massachusetts - USA 01950-3504

(978) 352-2200

N/A

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer

Base Salaries

Stock Unit and Performance Share Awards

2026 Chief Executive Officer’s Performance Bonus Plan

2026 Named Executive Officer Cash Bonus Plan

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

Item 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.