Ultralife Corp 10-K/A, filed Apr 29, 2026
Ultralife Corp (ULBI)
About this 10-K/A
Ultralife Corp filed this 10-K/A on April 29, 2026, covering the fiscal year ended December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices) (Zip Code) |
(I.R.S. Employer Identification No.)
( (Registrant's telephone number, including area code:) |
Securities registered pursuant to Section 12(b) of the Act:
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(Title of each class) |
(Trading Symbol) |
(Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
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Non-accelerated filer ☐ |
Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes
On June 30, 2025, the aggregate market value of the common stock held by non-affiliates as defined in Rule 405 under the Securities Act of 1933) of the registrant was approximately $
As of April 24, 2026, the registrant had
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“the Exchange Act”), Part III, Items 10, 11, 12, 13 and 14, and Part IV, Item 15 of the Original Form 10-K are hereby amended and restated in their entirety. Accordingly, the reference on the cover page of the Original Form 10-K to the incorporation by reference of portions of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted. Pursuant to Rule 12b-15 and Rule 13a-14(a) under the Exchange Act, this Amendment No. 1 contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are filed as exhibits to this Amendment No. 1.
Except as expressly described above, this Amendment No. 1 does not amend, modify, or otherwise update any financial or other information in or on exhibits filed with the Original Form 10-K. Accordingly, this Amendment No.1 should be read in conjunction with the Original Form 10-K and our other filings with the SEC, including without limitation, the Company’s consolidated financial statements and related disclosures in the Original Form 10-K, which remain unchanged. In addition, this Amendment No. 1 does not change any financial information in the Original Form 10-K or reflect events that may have occurred subsequent to the filing date of the Original Form 10-K.
Unless expressly indicated or the context requires otherwise, the terms “Company,” “we,” “our,” and “us” in this document refer to Ultralife Corporation (“Ultralife”), a Delaware corporation, and, where appropriate, its subsidiaries.
TABLE OF CONTENTS
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
1 |
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Item 11. |
Executive Compensation |
6 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
13 |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
15 |
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Item 14. |
Principal Accountant Fees and Services |
16 |
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PART IV |
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Item 15. |
Exhibits, Financial Statement Schedules |
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Exhibit Index |
18 |
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Signatures |
20 |
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
The following sets forth certain information concerning our directors as of April 25, 2026.
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Name |
Age |
Present Principal Occupation, Employment History and Expertise |
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Michael E. Manna |
56 |
Mr. Manna has served as our President and Chief Executive Officer and as a director of the Company since November 22, 2022. Mr. Manna has thirty years’ experience in the battery industry, all with Ultralife Corporation. He joined the Company in 1993 and held numerous leadership positions of increasing responsibility in engineering, operations, product management, research & development and sales. Most recently, Mr. Manna served as President, Battery & Energy Products and continues in his leadership of this business segment. Mr. Manna is a well-recognized expert in rechargeable and primary battery cell design across multiple chemistries in both commercial and government/defense markets. He has been awarded several patents for the Company and was a key member of the Company’s team that delivered the first Lithium-Ion Polymer Cell to the market. Mr. Manna has a BS degree in Computer Science from Rochester Institute of Technology. Mr. Manna has been nominated for election to our Board of Directors because of his battery industry expertise and his demonstrated leadership as President and Chief Executive Officer of the Company. |
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Janie Goddard |
55 |
Ms. Goddard has been a director of the Company since February 21, 2023. Since October 2023, Ms. Goddard has served as the CEO of ICM Controls Corporation, an advanced manufacturing company. ICM provides electronic controls, components, and sub-systems for industrial applications. Prior to ICM, Ms. Goddard served as a Divisional Chief Executive for the Environmental and Analysis Sector at Halma plc, a global group of technology companies and as a Divisional Chief Executive of Halma’s Medical and Environmental Sector from 2019 - 2023. Prior to Halma, Ms. Goddard served in leadership roles at Novanta, Covidien (acquired by Medtronic), and Johnson & Johnson. Ms. Goddard also serves on the board of directors of Methode Electronics, Inc., a public company (NYSE: MEI) that develops and manufactures custom solutions for automotive and industrial markets. She received a B.S. in Business Administration from Washington University in St. Louis and an M.B.A. from Harvard Business School. Ms. Goddard has been nominated for election to our Board of Directors because of her strong record of profit and loss leadership within global companies, her background in commercial execution, strategic marketing, product development and in mergers and acquisitions. |
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Thomas L. Saeli |
69 |
Mr. Saeli has been a director of the Company since March 2010. In March 2024, Mr. Saeli retired from JRB Enterprises / Duro-Last Inc, where since 2011, he had served in the positions of Chief Executive Officer, President and a director. JRB Enterprises / Duro-Last Inc is a diversified manufacturer of primarily low slope commercial roofing systems which was sold to Holcim Inc one year prior to his retirement. From 2009 to 2011, Mr. Saeli was a consultant to international corporate clients on matters involving business development strategies, acquisitions and operations. He previously served as Chief Executive Officer and as a director of Noble International, Ltd., an international automotive supplier. Prior to that, Mr. Saeli was Vice President of Corporate Development for Lear Corporation, an international automotive supplier. Mr. Saeli has served on boards of various privately held businesses and nonprofit organizations. Mr. Saeli has a BA in Economics from Hamilton College, and an MBA in Finance and Accounting from Columbia University’s Graduate School of Business. Mr. Saeli has been nominated for re-election to our Board of Directors because of his manufacturing, corporate development, mergers and acquisitions and finance experience. Mr. Saeli qualifies as an audit committee financial expert under applicable SEC rules. |
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Robert W. Shaw II |
69 |
Mr. Shaw has been a director of the Company since June 2010. Since 2015 he has been a consultant for Pratt Miller, Inc., a large engineering company for automotive racing and defense businesses. Mr. Shaw has served as President of the largest dining and excursion boat operator in the United States, with over 100 vessels. He has been President of a large mechanical contracting company specializing in the federal government and healthcare markets. Mr. Shaw served in the US Marine Corps as an infantry Captain, has an MBA degree from Harvard University and a BS degree in engineering from Cornell University. Mr. Shaw has been nominated for re-election to our Board of Directors because of his management expertise and experience as an executive officer. |
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Bradford T. Whitmore |
69 |
Mr. Whitmore has been a director of the Company since June 2007 and Chair of our Board of Directors since March 2010. Since 1985, he has been the Managing Partner of Grace Brothers LP, an investment firm that holds 3.1% of the outstanding shares of our common stock. Mr. Whitmore and Grace Brothers LP collectively hold or claim beneficial ownership of 37.4% of the outstanding shares of our common stock. Mr. Whitmore has a BS in Mechanical Engineering from Purdue University and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. Over the past several years, Mr. Whitmore has served as a director of several privately held companies in which Grace Brothers LP and its affiliates held investments as well as not-for-profit organizations. Mr. Whitmore has been nominated for re-election to our Board of Directors because of his corporate development expertise and significant expertise in corporate financial matters. |
Executive Officers
Our named executive officers are appointed annually by our Board of Directors. Our named executive officers for fiscal 2025 were:
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Michael E. Manna, President and Chief Executive Officer |
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Philip A. Fain, Chief Financial Officer, Treasurer and Secretary |
There were no other individuals who meet the definition of Named Executive Officer.
Mr. Manna’s information is set forth above with the other directors standing for election. Certain information with respect to our other named executive officer for fiscal 2025 is presented below.
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Name |
Age |
Present Principal Occupation and Employment History |
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Philip A. Fain |
71 |
Mr. Fain was named our Chief Financial Officer in November 2009, Treasurer in December 2009 and Corporate Secretary in April 2013. He joined us in February 2008 as Vice President of Business Development until his appointment as Chief Financial Officer. Prior to joining us, he was Managing Partner of CXO on the GO, LLC, a management consulting firm, which he co-founded in November 2003 and which we retained in connection with our acquisition activity. Prior to founding CXO on the GO, LLC, Mr. Fain served as Vice President of Finance - RayBan Sunoptics for Luxottica, SpA. Prior to the acquisition of Bausch & Lomb’s global eyewear business by Luxottica, Mr. Fain served as Bausch & Lomb’s Senior Vice President Finance - Global Eyewear from 1997 to 1999 and as Vice President and Controller for the US Sunglass business from 1993 to 1996. In these roles, he led the process to acquire some of the world’s most sought-after sunglass companies and brands for Bausch & Lomb. From 1983 to 1993, Mr. Fain served in various positions with Bausch & Lomb including executive positions in corporate accounting, finance and audit. Mr. Fain began his career as a CPA and consultant with Arthur Andersen & Co. in 1977. He received his BA in Economics from the University of Rochester and an MBA from the William E. Simon Graduate School of Business Administration of the University of Rochester. |
Corporate Governance
General
Pursuant to the General Corporation Law of the State of Delaware and our By-laws, our business, property and affairs are managed under the direction of our Board of Directors. Members of our Board of Directors are kept informed of Company business through regular discussions with our President and Chief Executive Officer and our Chief Financial Officer, Treasurer and Secretary, by reviewing materials provided to them by the Company’s management and by participating in meetings of the Board and its committees.
Our Board of Directors has determined that, except for Michael E. Manna, our President and Chief Executive Officer, all directors are “independent” for purposes of listing standards of The NASDAQ Global Market (“NASDAQ”) applicable to the Corporate Development and Governance Committee and the Compensation and Management Committee. In addition, our Board of Directors has determined that, except for Michael E. Manna and Bradford T. Whitmore, our Board Chair, all directors are “independent” for purposes of NASDAQ listing standards applicable to the Audit and Finance Committee. We believe that the segregation of the roles of Board Chair from that of the President and Chief Executive Officer ensures better overall governance of our Company and provides meaningful checks and balances regarding our overall performance. This structure allows our President and Chief Executive Officer to focus on our business while the Board Chair leads our Board of Directors in establishing corporate policy and enhancing our governance structure and practices. We believe this structure is appropriate for a company with our varied product portfolio addressing both commercial and defense markets.
Our Board of Directors has three standing committees: an Audit and Finance Committee, a Corporate Development and Governance Committee, and a Compensation and Management Committee. During 2025, our Board of Directors held four meetings and the committees of our Board of Directors held a total of eighteen meetings. During 2025, Bradford T. Whitmore served as our Board Chair. As Board Chair, Mr. Whitmore served as a non-voting ex-officio member of all of our Board committees. Each director attended, in person or virtually, at least 75% of the aggregate of: 1) the total number of meetings of the Board; and 2) the total number of meetings held by all committees of the Board on which he or she served.
Our Board of Directors has adopted a charter for each of the three standing committees that addresses the composition and function of each committee and has also adopted Corporate Governance Principles that address the composition and function of the Board of Directors. The current copies of these charters and of the Corporate Governance Principles are available on our website at http://investor.ultralifecorporation.com under the subheading “Corporate Governance.” Pursuant to our Corporate Governance Principles, it is our policy that directors retire from service at the annual meeting following their 70th birthday, unless the Director owns greater than 5% of the outstanding common shares of the Company upon which the Director’s retirement age increase to seventy-five (75).
Our Board of Directors has determined that all directors who serve on these committees are “independent” for purposes of the listing standards of NASDAQ, and that the members of the Audit and Finance Committee are also “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. Our Board of Directors based these determinations primarily on a review of the responses of the directors to questions regarding employment, compensation history, affiliations and family and other relationships, and on follow-up discussions with directors.
Committees of the Board of Directors
The composition and the functions of our three standing committees of our Board of Directors are set forth below. Our Board of Directors appoints members of the committees and designates chairs of those committees from among those individuals elected at our annual meetings of stockholders.
Audit and Finance Committee
The current members of the Audit and Finance Committee are Thomas L. Saeli (Chair), Janie Goddard and Robert W. Shaw II. This committee selects our independent registered public accounting firm and has oversight responsibility for reviewing the scope and results of the independent registered public accounting firm’s annual audit of our financial statements and the quality and integrity of those financial statements. Further, the Audit and Finance Committee reviews the qualifications and independence of the independent registered public accounting firm. The Audit and Finance Committee meets with our Chief Financial Officer and Treasurer, our Chief Accounting Officer and the independent registered public accounting firm to review matters relating to internal accounting controls, our accounting practices and procedures and other matters relating to our financial condition and has the power to engage outside counsel and other outside experts. The Audit and Finance Committee also reviews and monitors areas of financial and cybersecurity risk that could have a material impact on our Company. The Audit and Finance Committee met ten times during 2025.
Our Board of Directors has determined that each of the members of the Audit and Finance Committee is “financially literate” in accordance with NASDAQ’s listing standards. In addition, our Board of Directors has determined that Mr. Saeli qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
Corporate Development and Governance Committee
The current members of the Corporate Development and Governance Committee are Janie Goddard (Chair), Thomas L. Saeli and Robert W. Shaw II. This committee works with management to develop corporate strategy and to identify and evaluate acquisition opportunities, reviews the performance and compensation of our directors annually, makes annual recommendations to our Board of Directors for nominations for election to the Board of Directors and committee assignments and for the compensation of our directors, and manages the annual evaluation of the performance of our President and Chief Executive Officer and our Board Chair. The Corporate Development and Governance Committee met four times during 2025.
The Corporate Development and Governance Committee identifies potential nominees for director based on its own research for appropriate candidates as well as on recommendations received by directors or from stockholders as described below. The Corporate Development and Governance Committee has the authority to retain an executive search firm to assist in the identification of potential director nominees. The evaluation process and the factors considered in undertaking that evaluation are set forth under the caption “Stockholder Recommendations and Standards for Director Nominations” below.
The Corporate Development and Governance Committee also has overall responsibility for assessing and managing our exposure to risks associated with the conduct of our business.
Compensation and Management Committee
The current members of the Compensation and Management Committee are Robert W. Shaw II (Chair), Janie Goddard and Thomas L. Saeli. The Compensation and Management Committee has ultimate responsibility for determining the compensation of officers appointed by our Board of Directors, granting stock options and other equity awards and otherwise administering our equity compensation plans, and approving and administering any other compensation plans or agreements. The Compensation and Management Committee has the authority to retain outside experts in making compensation determinations. The Ultralife Corporation 2024 Long-Term Incentive Plan (the “2024 LTIP”) is administered by the Compensation and Management Committee. The Compensation and Management Committee met four times during 2025. The Board of Directors has adopted a compensation recovery (clawback) policy in compliance with Rule 10D‑1 under the Exchange Act and NASDAQ Listing Rule 5608. The policy provides for the recovery of erroneously awarded incentive compensation received by current or former executive officers in the event of an accounting restatement. The policy applies to incentive compensation received during the three completed fiscal years preceding the date the Company is required to prepare an accounting restatement.
Stockholder Recommendations and Standards for Director Nominations
As noted above, the Corporate Development and Governance Committee considers and establishes procedures regarding recommendations for nomination to our Board of Directors, including nominations submitted by stockholders. Such recommendations, if any, should be sent to our Corporate Secretary, Attn: Philip A. Fain, Ultralife Corporation, 2000 Technology Parkway, Newark, New York 14513. Any recommendations submitted to the Corporate Secretary should be in writing and should include any material the stockholder considers appropriate in support of that recommendation but must include the information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as a director, should he or she be elected. The Corporate Development and Governance Committee evaluates all potential candidates in the same manner, regardless of the source of the recommendation.
The Corporate Development and Governance Committee reviews the credentials of potential director candidates, including those recommended by stockholders, in deciding whether to conduct a full evaluation of a candidate. The Corporate Development and Governance Committee considers the composition, size and diversity of the existing Board of Directors, along with other factors such as any anticipated vacancies due to retirement or other reasons and the Company’s need for a person with specific skills, experiences or attributes, in making its determination to conduct a full evaluation of a candidate. As part of the full evaluation process, the Corporate Development and Governance Committee may conduct interviews, obtain additional background information and conduct reference checks of candidates. The Corporate Development and Governance Committee may also ask the candidate to meet with management and other members of our Board of Directors.
In evaluating a director candidate, our Board of Directors, with the assistance of the Corporate Development and Governance Committee, considers a variety of factors that would qualify the candidate to serve as a director. The criteria for selection to our Board of Directors, as described in our Corporate Governance Principles, include character and leadership skills; general business acumen and executive experience; knowledge of strategy, finance and relations between business and government; and internal business operations – all to ensure an active and diverse Board of Directors whose members work well together and possess the collective knowledge and expertise required to meaningfully contribute as directors. Our Corporate Development and Governance Committee reviews the qualifications of director candidates with those of our current directors to augment and complement the skills, experiences and attributes of our current Board members. The Company is committed to a Board of Directors comprised of individuals with diverse backgrounds, skills and experiences.
Annual Meeting Attendance
Our policy is that all our directors, absent special circumstances, should participate in our Annual Meetings of Stockholders, either in person or telephonically. All directors participated in last year’s Annual Meeting of Stockholders.
Executive Sessions
Our Corporate Governance Principles require our independent directors to meet in executive session regularly by requiring them to have at least four regularly scheduled meetings per year without management present. Our independent directors met in executive session four times during 2025. In addition, our standing committees meet in executive session on a regular basis.
Communicating with the Board of Directors
Stockholders interested in communicating directly with our Board of Directors as a group or individually must request the opportunity to do so in writing to our Corporate Secretary, Attn. Philip A. Fain, Ultralife Corporation, 2000 Technology Parkway, Newark, New York 14513. The Corporate Secretary will review all such correspondence and forward to our Board of Directors a summary of that correspondence and copies of any correspondence that, in his opinion, deals with the functions of the Board of Directors or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that is addressed to members of the Board of Directors and request copies of any such correspondence. Any concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the Audit and Finance Committee and handled in accordance with the procedures established by the Audit and Finance Committee with respect to such matters.
Risk Management
Our management team is responsible for assisting the Corporate Development and Governance Committee in its assessment of our exposure to risks associated with the conduct of business. We have an enterprise risk management process to identify, assess and manage the most significant risks facing our Company. Our Corporate Development and Governance Committee has overall responsibility to regularly review management’s risk management process, including the policies and guidelines used by management to identify, assess and manage our exposure to risk on an on-going basis. Our Audit and Finance Committee has oversight responsibility for financial risks, cybersecurity risks, and other risks that could have a material impact on our Company. Our management reviews these risks with our Audit and Finance Committee regularly and reviews the risk management process, as it affects these risks, with our Audit and Finance Committee on an on-going basis. Based upon this risk assessment and management process, the Board may recommend changes to the operations of the Company to reduce risk.
Code of Ethics
We have a Code of Ethics applicable to all employees, including our named executive officers and all members of our Board of Directors. Our Code of Ethics includes the elements of a code of ethics specified in Item 406 of Regulation S-K and also complies with NASDAQ’s requirements for a code of conduct. Stockholders can find a link to this Code of Ethics on our website at http://investor.ultralifecorporation.com under the subheading “Corporate Governance.”
Our Code of Ethics emphasizes our commitment to conducting business in a legal and ethical manner and encourages prompt and confidential reporting of any suspected violations of law or the Code of Ethics. As part of our Code of Ethics, directors and employees are expected to make business decisions and to take actions based upon the best interests of our Company and not based upon personal relationships or benefits. In conjunction with our Code of Ethics, our General Counsel conducts an annual training session with our Board of Directors with emphasis on all facets of compliance with new and existing regulations and best practices. Any potential conflict of interest, and any transaction or relationship involving our officers or directors that could give rise to a conflict of interest, must be reviewed and resolved by our Corporate Development and Governance Committee.
Insider Trading Policy
Our Insider Trading Compliance Policy (the “Policy”) applies to all members of our Board of Directors, Corporate Officers and employees, and prohibits them from (i) trading on material non-public information relating to the Company, (ii) trading during Company black-out periods and (iii) providing material non-public information regarding the Company to anyone outside of the Company. The Policy establishes four scheduled black-out periods relative to the Company’s periodic report filings with the Securities and Exchange Commission each year and identifies events that will result in unscheduled black-out periods.
The Policy is designed to promote compliance with insider trading laws, rules and regulations, and the Company’s listing requirements. The Compensation Committee of the Board of Directors ensures that equity awards are not granted during any scheduled or non-scheduled black-out periods. Equity awards, including options, have not previously been granted, and will not in the future be, granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates.
A copy of the Policy is filed or incorporated by reference as Exhibit 19.1 to our Annual Report on Form 10-K.
Employee, Officer and Director Hedging
Pursuant to our Insider Trading Compliance Policy, the Company’s directors, officers and employees are prohibited from engaging in short sales of Ultralife securities or from buying or selling put options, call options or other derivatives of Ultralife securities.
ITEM 11. EXECUTIVE COMPENSATION
Director Compensation
Our Corporate Development and Governance Committee presently uses cash compensation to attract and retain qualified candidates to serve on our Board of Directors. Our practice is to survey our peer group companies, generally consisting of like-sized micro-cap companies and/or public companies in our industry, periodically to ascertain whether our overall director compensation is appropriate and balanced. If we perceive that there has been a major change in our Company or the market, we may survey more frequently as directed by the Corporate Development and Governance Committee. In setting director compensation, our Corporate Development and Governance Committee considers the amount of time that directors spend fulfilling their duties to us, the skill-level required by members of our Board of Directors, and based on publicly available data, the compensation paid to directors in similar-sized organizations in our industry. Our program is designed to deliver annual director compensation at the median levels of director compensation for companies in similar industries and of similar size. Our annual director compensation period runs from July 1 to June 30.
Annual Retainers
Each non-employee director will receive an annual cash retainer of $73,500, except for the Board Chair, who will receive an annual cash retainer of $108,000, for the period July 1, 2025 through June 30, 2026. For the July 1, 2024 through June 30, 2025 period, each non-employee director received an annual cash retainer of $73,500, except for the Board Chair, who received an annual cash retainer of $108,000. These retainers are paid quarterly in cash. In addition, each director who is a member of a Board committee receives an additional cash retainer for such committee service.
Annual retainers for Board committee service for the period July 1, 2025 to June 30, 2026 were as follows:
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Annual Retainer for |
Annual Retainer for |
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Audit and Finance Committee |
$7,300 | $18,100 | ||||||
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Compensation and Management Committee |
$7,300 | $18,100 | ||||||
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Corporate Development and Governance Committee |
$7,300 | $18,100 | ||||||
Annual retainers for Board committee service for the period July 1, 2024 to June 30, 2025 were as follows:
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Annual Retainer for |
Annual Retainer for |
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Audit and Finance Committee |
$7,300 | $18,100 | ||||||
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Compensation and Management Committee |
$7,300 | $18,100 | ||||||
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Corporate Development and Governance Committee |
$7,300 | $18,100 | ||||||
Annual retainers for both committee members and committee chairs are paid quarterly in cash. For Board and committee service during the fiscal year ended December 31, 2025, we paid our non-employee directors an aggregate $426,600.
Our non-employee directors have stock ownership guidelines that require them to each maintain ownership of at least $40,000 of our common stock based on the average price of the shares at the time of purchase as reported in the corresponding Form 4 filings. Newly elected directors have two years from their election to the Board to achieve the stock ownership requirement. Currently, all our non-employee directors meet the stock ownership guidelines. Refer to the Executive Officer Compensation section contained herein for stock ownership guidelines for our named executive officers.
Director Compensation Table
The table below summarizes the compensation paid by us to our non-employee directors for their service for the fiscal year ended December 31, 2025.
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Name |
Fees Paid in Cash ($) (1) |
Stock Awards ($) (2) |
Option Awards ($) (3) |
Non- Equity Incentive Plan Compensation (4) |
Nonqualified Deferred Compensation Earnings (5) |
All Other Compensation ($) (6) |
Total ($) |
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Janie Goddard |
106,200 | - | - | - | - | - | 106,200 | |||||||||||||||||||||
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Thomas L. Saeli |
106,200 | - | - | - | - | - | 106,200 | |||||||||||||||||||||
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Robert W. Shaw II |
106,200 | - | - | - | - | - | 106,200 | |||||||||||||||||||||
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Bradford T. Whitmore |
108,000 | - | - | - | - | - | 108,000 | |||||||||||||||||||||
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Total |
426,600 | - | - | - | - | - | 426,600 | |||||||||||||||||||||
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(1) |
Amounts shown represent cash compensation earned during 2025. Amounts may differ from amounts paid in 2025 due to timing of payments. |
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(2) |
There were no stock awards granted to our non-employee directors during 2025 or outstanding at December 31, 2025. |
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(3) |
There were no option awards granted to our non-employee directors during 2025 or outstanding at December 31, 2025. |
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(4) |
There was no non-equity incentive plan compensation paid to our non-employee directors for the fiscal year ended December 31, 2025. |
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(5) |
No non-qualified deferred compensation earnings were accrued for our non-employee directors for the fiscal year ended December 31, 2025. |
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(6) |
There was no other compensation paid to our non-employee directors for the fiscal year ended December 31, 2025. |
Michael E. Manna, our current President and Chief Executive Officer was ineligible to receive compensation for his service as a director because he is also an employee. Refer to the Summary Compensation Table for the compensation of our named executive officers.
Executive Officer Compensation
We have determined that Mr. Manna and Mr. Fain were our named executive officers for 2025.
As a smaller reporting company under the Securities Exchange Act of 1934, as amended, we are providing executive compensation information in accordance with the scaled disclosure requirements of Regulation S-K. As a result, a Compensation Disclosure and Analysis and certain other disclosures required of accelerated and large accelerated filers are not included.
Summary Compensation Table
The following table sets forth information concerning the compensation earned by or awarded to our named executive officers for their services in all capacities to us during 2025 and 2024:
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Salary ($) |
Bonus ($) |
Stock |
Option |
All Other Compensation ($) |
Total ($) |
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Name and Principal Position |
Year |
(1) |
(2) |
(3) |
(4) |
(5) |
||||||||||||||||||||
|
Michael E. Manna, President and Chief Executive Officer (Current) |
2025 |
415,001 | - | - | - | 19,113 | 434,114 | |||||||||||||||||||
|
2024 |
388,461 | - | - | 81,652 | 19,064 | 489,177 | ||||||||||||||||||||
|
Philip A. Fain, Chief Financial Officer, Treasurer and Secretary |
2025 |
370,142 | - | - | - | 24,003 | 394,145 | |||||||||||||||||||
|
2024 |
360,193 | - | - | 61,240 | 24,554 | 445,987 | ||||||||||||||||||||
|
(1) |
Amounts shown represent base salary cash compensation paid during the respective years. Amounts may differ from amounts earned due to timing of payroll periods. Refer to the “Narrative to Summary Compensation Table” below for further information. |
|
(2) |
Amounts shown represent short-term incentive plan cash awards earned during the respective years and paid in the subsequent year. Refer to the “Narrative to Summary Compensation Table” for further information. |
|
(3) |
There were no stock awards other than stock options granted during fiscal year 2024 shown under the column above titled Option Awards. |
|
(4) |
Amounts shown represent the aggregate grant date fair value of stock options awarded during the respective years computed in accordance with Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC 718”). See the notes to our audited consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2025 and December 31, 2024, respectively, for the assumptions used in valuing these stock option awards in accordance with ASC 718. Refer to the “Narrative to Summary Compensation Table” below for further information. |
|
(5) |
Amounts shown as “All Other Compensation” consist of the following: |
|
401(k) Plan Employer Match ($) |
Other Benefits (a) ($) |
Total ($) |
|||||||||||
|
Michael E. Manna |
2025 |
14,000 | 5,113 | 19,133 | |||||||||
|
2024 |
13,800 | 5,264 | 19,064 | ||||||||||
|
Philip A. Fain |
2025 |
14,000 | 10,003 | 24,003 | |||||||||
|
2024 |
13,800 | 10,754 | 24,554 | ||||||||||
|
(a) |
The “Other Benefits” column of the above table includes premiums paid for group medical and dental coverage and long-term care insurance, reimbursement for tax preparation and certain financial planning expenses. |
Narrative to Summary Compensation Table
Compensation Overview
Our executive compensation program is evaluated and approved each year by our Compensation and Management Committee. Annual total compensation for our named executive officers is comprised of the following key components:
|
● |
Base salary; |
|
● |
A short-term incentive plan (“STIP”); |
|
● |
A long-term incentive plan; and |
|
● |
Perquisites and other benefits. |
Our executive compensation program is structured to align the interests of our named executive officers with those of our stockholders by rewarding performance that achieves successful execution of our business strategy, grows our business and increases stockholder value. Our executive compensation program is designed to incentivize our named executive officers to achieve strong financial, operational and strategic performance and to provide a link between the compensation earned by our executives and the creation of long-term sustainable value. The Compensation and Management Committee establishes specific annual, long-term and strategic goals and seeks to reward our named executive officers for performance that meets or exceeds those goals. In addition, we expect our named executive officers to work toward achievement of these goals while maintaining the highest ethical standards.
Base Salary
The Corporate Development and Governance Committee annually evaluates the performance of the President and Chief Executive Officer and makes recommendations to the Compensation and Management Committee for base salary adjustments, if any, to be approved by the Board of Directors. The President and Chief Executive Officer evaluates the performance of Mr. Fain, our Chief Financial Officer, Treasurer and Secretary, and presents his evaluation and recommendation annually for a base salary adjustment, if any, to the Compensation and Management Committee, which, in turn, may recommend acceptance of or adjustment to such base salary recommendation to the Board of Directors. If adjustments to base salaries are recommended and approved, the adjustments are made to be effective for a period ranging from twelve months from the date of the last salary adjustment.
No additional base salary increases were approved for Mr. Manna and Mr. Fain during 2025. In December 2024, the Board of Directors, at the recommendation of the Compensation and Management Committee, approved a base salary increase of 10.7% for Mr. Manna ($375,000 to $415,000) and 3.0% for Mr. Fain ($359,341 to $370,121). The salary increases were approved by the Compensation and Management Committee based on a number of factors including individual and Company performance.
Short-Term Incentive Plan
Our Compensation and Management Committee establishes a STIP each fiscal year to provide our named executive officers an opportunity to earn an annual cash award in addition to their base salaries. The STIP is designed to place “at risk” a significant portion of the annual total cash compensation of our named executive officers to incentivize them to achieve our short-term financial objectives while making progress toward our longer-term goals. Generally, the STIP target levels are set such that, assuming achievement of pre-established performance metrics, the combined annual base salary and STIP award for our named executive officers will be at or near the 50th percentile for named executive officers at the companies in our peer group.
For 2025, the STIP target bonus levels for Messrs. Manna and Fain were 60% and 50% of their respective base salaries. For Messrs. Manna and Fain, the performance goal to be achieved to be awarded the STIP targeted bonus for 2025 was consolidated operating profit of $18.5 million, as measured pursuant to generally accepted accounting principles. The STIP award was structured with a 100% weighting on the consolidated operating profit goal. Achievement of less than 90% of the consolidated operating profit goal would result in no award being earned. Achievement of the target goal would result in a 100% payment of the target bonus. Achievement of over 100% to 125% of the consolidated operating profit goal would result in an award ranging from 101% to 150% of the target award.
Based on our 2025 financial performance, Messrs. Manna and Fain did not earn STIP awards for 2025.
For 2024, the STIP target bonus levels for Messrs. Manna and Fain were 60% and 50% of their respective base salaries. For Messrs. Manna and Fain, the performance goals to be achieved to be awarded the STIP targeted bonus for 2024 were consolidated operating profit and consolidated revenue goals of $12.0 million and $169.5 million, respectively, as measured pursuant to generally accepted accounting principles. The STIP award was structured with a 70% weighting on the consolidated operating profit goal and a 30% weighting on the respective revenue goal. Achievement of less than 90% of the consolidated operating profit and less than 95% of the revenue goals would result in no award being earned with respect to that metric. Achievement of the target goals would result in a 100% payment of the target bonus levels with respect to that metric. Achievement of over 100% to 125% of the consolidated operating profit goal and achievement of over 100% to 125% of the revenue goal would result in an award ranging from 101% to 150% of the target award with respect to the metric for which such performance levels had been achieved. Our named executive officers were eligible for a partial award if one of the two metrics was achieved.
Based on our 2024 financial performance, Messrs. Manna and Fain did not earn STIP awards for 2024.
Long-Term Incentive Plan
Stock options and other equity awards are used to align the interests of our named executive officers with those of our stockholders by incentivizing our named executive officers to achieve long-term growth and sustainable stockholder value.
Refer to “Outstanding Equity Awards” below for stock options granted during 2024. No stock options were granted to our named executive officers in 2025 and no other equity-based awards were granted to our named executive officers during 2025 and 2024.
Retirement Benefits
We provide a tax-qualified 401(k) plan to all active employees that provides for both employer and employee contributions. Under this plan, employees may contribute a portion of their eligible cash compensation to the plan. For 2025 and 2024, the Company matched 100% on the first 3% and 50% on the next 2% of an employee’s eligible contributions.
Perquisites and Other Personal Benefits
We provide our named executive officers with certain perquisites and other personal benefits which are consistent with the objectives of our overall compensation program to better enable us to attract and retain superior employees for key positions. The Compensation and Management Committee periodically reviews the levels of such perquisites and other personal benefits to ensure they remain at appropriate levels. The aggregate incremental costs of the perquisites and other personal benefits provided to our named executive officers are included in the “All Other Compensation” column of the Summary Compensation Table above with components detailed in an accompanying note.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning the number of shares underlying exercisable and non-exercisable stock option awards outstanding at December 31, 2025 for our named executive officers.
|
Equity Incentive |
|||||||||||||||||
|
Plan Awards: |
|||||||||||||||||
|
Number of |
Number of |
Number of |
|||||||||||||||
|
Securities |
Securities |
Securities |
|||||||||||||||
|
Underlying |
Underlying |
Underlying |
|||||||||||||||
|
Unexercised |
Unexercised |
Unexercised |
Option |
Option |
|||||||||||||
|
Options (#) |
Options (#) |
Options (#) |
Exercise |
Expiration |
|||||||||||||
|
Name |
Exercisable |
Unexercisable |
Unearned |
Price ($) |
Date |
||||||||||||
|
Michael E. Manna |
10,000 | - | - | 8.2523 |
7/23/2026 |
||||||||||||
| 10,000 | - | - | 8.4476 |
9/6/2026 |
|||||||||||||
| 11,000 | - | - | 6.5062 |
4/22/2027 |
|||||||||||||
| 12,500 | - | - | 6.9694 |
10/20/2028 |
|||||||||||||
| 12,500 | - | - | 5.4533 |
10/19/2029 |
|||||||||||||
| 8,334 | 4,166 | (1) | - | 4.0737 |
2/21/2030 |
||||||||||||
| 15,334 | 7,666 | (2) | - | 6.8354 |
12/7/2030 |
||||||||||||
| 6,667 | 13,333 | (3) | - | 7.8589 |
12/13/2031 |
||||||||||||
|
Philip A. Fain |
25,000 | - | - | 8.2523 |
7/23/2026 |
||||||||||||
| 20,000 | - | - | 6.5062 |
4/22/2027 |
|||||||||||||
| 20,000 | - | - | 6.9694 |
10/20/2028 |
|||||||||||||
| 20,000 | - | - | 5.4533 |
10/19/2029 |
|||||||||||||
| 12,267 | 6,133 | (4) | - | 6.8354 |
12/7/2030 |
||||||||||||
| 5,000 | 10,000 | (5) | - | 7.8589 |
12/13/2031 |
||||||||||||
|
(1) |
On February 21, 2023, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Manna the option to purchase 12,500 shares of our common stock. This option vested with respect to 4,167 shares on February 21, 2024, 4,167 shares on February 21, 2025 and 4,166 shares on February 21, 2026. |
|
(2) |
On December 7, 2023, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Manna the option to purchase 23,000 shares of our common stock. This option vested with respect to 7,667 shares on December 7, 2024 and 7,667 shares on December 7, 2025 and will vest with respect to 7,666 shares on December 7, 2026. |
|
(3) |
On December 13, 2024, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Manna the option to purchase 20,000 shares of our common stock. This option vested with respect to 6,667 shares on December 13, 2025, and will vest with respect to 6,667 shares on December 13, 2026 and 6,666 shares on December 13, 2027. |
|
(4) |
On December 7, 2023, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Fain the option to purchase 18,400 shares of our common stock. This option vested with respect to 6,134 shares on December 7, 2024 and 6,133 shares on December 7, 2025, and will vest with respect to 6,133 shares on December 7, 2026. |
|
(5) |
On December 13, 2024, our Board of Directors, on recommendation of the Compensation and Management Committee, granted to Mr. Fain the option to purchase 15,000 shares of our common stock. This option vested with respect to 5,000 shares on December 13, 2025, and will vest with respect to 5,000 shares on December 13, 2026 and 5,000 shares on December 13, 2027. |
There were no other equity awards outstanding at December 31, 2025 for our named executive officers.
Option Exercises
The named executive officers did not exercise any stock option awards in 2025. The following table sets forth information concerning the exercise of stock option awards for the year ended December 31, 2024 for our named executive officers.
|
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($)(1) |
||||||
|
Philip A. Fain |
7,179 | (2) | 63,913 | |||||
|
(1) |
Represents the aggregate fair market value of the net shares of the Company’s common stock acquired pursuant to the Ultralife Corporation 2014 Long-Term Incentive Plan (the “2014 LTIP”). |
|
(2) |
Represents shares of the Company’s common stock acquired on April 17, 2024 upon the exercise of options for 20,000 shares of common stock otherwise expiring on April 19, 2024, net of shares of common stock having a fair value equal to the aggregate exercise price of the shares of common stock for which the options were exercised. |
Employment Arrangements
There are no employment agreements in place for Mr. Manna or for Mr. Fain. Mr. Manna and Mr. Fain have executed Employee Confidentiality Non-Disclosure, Non-Compete, Non-Disparagement and Assignment Agreements in our standard form.
Retirement Benefits and Potential Payments upon Termination, Change in Control or Retirement
The only arrangement that we maintain that provides for retirement benefits is our tax-qualified defined contribution 401(k) plan. The material terms of our tax-qualified defined contribution 401(k) plan are summarized above under the heading “Retirement Benefits.”
All potential payments and benefits payable by us to our named executive officers in the event of various circumstances involving either a termination of employment or change in control are determined pursuant to the 2014 LTIP and 2024 LTIP. On June 18, 2018, the Compensation and Management Committee unanimously approved a resolution providing for full vesting of all outstanding unvested stock options and any other unvested equity awards that might then be outstanding upon the occurrence of a “Change in Control” (as defined by both the 2014 LTIP and 2024 LTIP). On October 18, 2018, the Compensation and Management Committee unanimously approved a modification to the retirement policy whereby a named executive officer upon retirement and signing the Company’s non-compete agreement and fully complying with the same will retain any and all unexpired stock options until the relevant option term has expired. Potential payment amounts are not quantified because they depend on future stock prices and unvested awards.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
The table below shows certain information regarding the beneficial ownership of shares of our common stock by each person known by us to beneficially own more than five percent of the outstanding shares of our common stock, with percentages based on 16,656,503 shares issued and outstanding as of April 24, 2026.
|
Name and Address of Beneficial Owner |
Number of Shares Beneficially Owned |
Percent of Class |
||||||
|
Bradford T. Whitmore (1) 5215 Old Orchard Road, Suite 620 Skokie, IL 60077 |
6,599,957 | 39.6% | ||||||
|
Visionary Wealth Advisors (2) 1405 N Green Mount Rd., Suite 500 O’Fallon, IL 62269 |
1,090,207 | 6.6% | ||||||
|
Dimensional Fund Advisors LP (3) 6300 Bee Cave Road Building One Austin, TX 78746 |
1,000,664 | 6.0% | ||||||
|
(1) |
Based on information contained in a Form 13D dated March 16, 2026 as filed by Bradford T. Whitmore with the SEC on that same date, Mr. Whitmore as an individual, as the sole member of SUNRAY I, LLC, a Delaware limited liability company, and as the sole member of Whitmore Holdings, LLC, a Tennessee limited partnership, beneficially owns 6,599,957 shares of our common stock. Mr. Whitmore has sole voting and dispositive power with respect to 205,915 of such shares, has shared voting and dispositive power (with Whitmore Holdings, LLC) with respect to 4,452,283 of such shares held in the name in SUNRAY I, LLC, and has shared voting and dispositive power (with Whitmore Holdings, LLC) with respect to 1,941,759 of such shares held in the name of Whitmore Holding, LLC. |
|
(2) |
Based on information contained in a Schedule 13G dated February 13, 2026 as filed by Visionary Wealth Advisors, a registered investment adviser, with the SEC on that same date to report beneficial ownership of shares of the Company’s common stock as of December 31, 2025, and, consequently, the beneficial ownership of Visionary Wealth Advisors may have subsequently changed. The Schedule 13G reported that Visionary Wealth Advisors had sole voting power as to 9,000 shares of common stock and shared dispositive power as to 1,090,207 shares of common stock. |
|
(3) |
Based on information contained in a Form 13F dated February 12, 2026 as filed by Dimensional Fund Advisors LP, a registered investment adviser, with the SEC on that same date to report beneficial ownership of shares of the Company’s common stock as of December 31, 2025, and, consequently, the beneficial ownership of Dimensional Fund Advisors LP may have subsequently changed. The Form 13F reported that Dimensional Fund Advisors LP had sole voting power as to 946,704 shares of common stock and sole dispositive power as to 946,704 shares of common stock, all of which shares of common stock were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP or one of its subsidiaries furnishes investment advice and of certain other commingled funds, group trusts and separate accounts for which Dimensional Fund Advisors LP or one of its subsidiaries serves as investment manager or sub-adviser. The shares of common stock reported were owned by the investment companies, commingled funds, group trusts, and separate accounts and Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported shares of common stock. |
Security Ownership of Management
The table below shows certain information regarding the beneficial ownership of shares of our common stock as of April 24, 2026 by (1) each of our directors, (2) each of our executive officers, and (3) all of our directors and executive officers as a group.
|
Name of Beneficial Owner (1) |
Number of Shares Beneficially Owned (1) |
Percent of Class |
||||||
|
Michael E. Manna |
117,375 (3) | *(4) | ||||||
|
Janie Goddard |
7,668 | * | ||||||
|
Thomas L. Saeli |
85,000 | * | ||||||
|
Robert W. Shaw II |
71,000 | * | ||||||
|
Bradford T. Whitmore |
6,599,957 (5) | 39.6% | ||||||
|
Philip A. Fain |
240,076 (6) | 1.4% (7) | ||||||
|
All Directors and Executive Officers as a group (6 persons) |
7,121,076 (8) | 42.3% (9) | ||||||
*Less than 1%
|
(1) |
Except as otherwise indicated, the stockholders named in this table have sole voting and investment power with respect to the shares of our common stock beneficially owned by them. The information provided in this table is based upon information provided to us by such stockholders. The table reports beneficial ownership for our directors and executive officers in accordance with Rule 13d-3 under the Exchange Act. This means all our securities over which our directors and executive officers directly or indirectly have or share voting or investment power are included as beneficially owned. The amounts also include shares that may be acquired by exercise of stock options within 60 days, which shares are referred to in the footnotes to this table as “shares of common stock subject to options that may be exercised.” |
|
(2) |
Except as otherwise indicated, computations are based on 16,656,503 shares outstanding as of April 24, 2026. |
|
(3) |
The number of shares deemed to be beneficially owned consists of 26,874 shares of common stock held by Mr. Manna as of April 24, 2026, or less than 1% of common stock outstanding as of that date, and 90,501 shares of common stock subject to options that may be exercised within 60 days by Mr. Manna. |
|
(4) |
Computed based on 16,747,004 shares of common stock deemed outstanding, which consists of 16,656,503 shares of common stock outstanding as of April 24, 2026 and 90,501 shares of common stock subject to options that may be exercised within 60 days by Mr. Manna. |
|
(5) |
See “Security Ownership of Certain Beneficial Owners” above. |
|
(6) |
The number of shares deemed to be beneficially owned consists of 137,809 shares of common stock held by Mr. Fain as of April 24, 2026, or less than 1% of common stock outstanding as of that date, and 102,267 shares of common stock subject to options that may be exercised within 60 days by Mr. Fain. |
|
(7) |
Computed based on 16,758,770 shares of common stock deemed outstanding, which consists of 16,656,503 shares of common stock outstanding as of April 24, 2026 and 102,267 shares of common stock subject to options that may be exercised within 60 days by Mr. Fain. |
|
(8) |
The number of shares deemed to be beneficially owned consists of 6,928,308 shares of common stock held by all directors and executive officers as a group as of April 24, 2026, or 41.6% of common stock outstanding as of that date, and 192,768 shares of common stock subject to options that may be exercised within 60 days. |
|
(9) |
Computed based on 16,849,271 shares of common stock deemed outstanding, which consists of 16,656,503 shares of common stock outstanding as of April 24, 2026 and 192,768 shares of common stock subject to options that may be exercised within 60 days. |
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes compensation plans under which our equity securities are authorized for issuance as of December 31, 2025.
|
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||
|
Equity compensation plans approved by security holders |
967,351 | $6.95 | 1,709,020 | |||||||||
|
Equity compensation plans not approved by security holders |
- | - | - | |||||||||
|
Total |
967,351 | $ | 6.95 | 1,709,020 | ||||||||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
We have adopted written policies and procedures for the review and approval or ratification of any “related party transaction,” as defined by Regulation S-K, Item 404. The policy provides that each related party transaction must be reviewed by our Audit and Finance Committee. The Audit and Finance Committee reviews the relevant facts and circumstances of the transaction, including if the transaction is on terms comparable to those that could be obtained in arms-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Ethics, and either recommends that the Board of Directors approve or disapprove the related party transaction. We will disclose all related party transactions, as required, in our filings with the SEC. No reportable transactions occurred during 2025 and 2024, and there are currently no such proposed transactions.
Director Independence
Refer to the Corporate Governance section of Part III, Item 10 beginning on page 3 of this Form 10-K/A.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The firm of WithumSmith+Brown, PC served as our independent registered public accounting firm for the year ended December 31, 2025 and Freed Maxick P.C. (“Freed Maxick”), prior to their merger with WithumSmith+Brown, PC, served as our independent registered public accounting firm for the year ended December 31, 2024.
Principal Accountant Fees and Services
Aggregate fees for professional services rendered for us for 2025 and 2024 were:
|
2025 |
2024 |
|||||||
|
Audit Fees |
$983,331 | $1,194,028 | ||||||
|
Audit-Related Fees |
16,000 | 184,800 | ||||||
|
Tax Fees |
11,125 | - | ||||||
|
Total Fees |
$1,010,456 | $1,378,828 | ||||||
Audit Fees
Audit fees were for professional services rendered for the annual audits of our consolidated financial statements and internal controls over financial reporting and reviews of our quarterly consolidated financial statements for the years ended December 31, 2025 and 2024 and for the audit associated with the 2024 Form 8-K filing in connection with the October 31, 2024 acquisition of Electrochem Solutions, Inc. (“Electrochem”).
Audit-Related Fees
Audit-related fees were for professional services rendered in connection with the employee benefit plan annual audits and due diligence associated with the October 31, 2024 acquisition of Electrochem.
Tax Fees
Tax-related fees were for professional services rendered in connection with our expected tax refund resulting from the 45X Advanced Manufacturing Production Tax Credit, established by the Inflation Reduction Act and running through 2032, for certain qualifying battery cells and packs we manufacture.
All Other Fees
None.
Our Audit and Finance Committee has not adopted pre-approval policies and procedures for audit and non-audit services. Nevertheless, all audit, audit-related and permitted non-audit services for which our independent registered public accounting firm was engaged were reviewed and approved prior to the commencement of the services by our Audit and Finance Committee in compliance with applicable SEC requirements.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a) |
The following documents are filed as part of this report: |
|
1. |
Consolidated Financial Statements: |
|
No financial statements or supplemental data are filed with this Amendment No. 1 to our Form 10-K filed for the year ended December 31, 2025 on March 23, 2026 (“2025 Form 10-K”). All such financial statements and supplemental data were previously filed with the 2025 Form 10-K. |
|
Auditor information: |
|
WithumSmith+Brown, PC |
|
Rochester, New York |
|
PCAOB ID 100 |
|
3. |
Exhibits: |
|
See the Exhibit Index below. |
EXHIBIT INDEX
|
Exhibit Index |
Description of Document |
Filed Herewith or Incorporated by Reference from: |
||
|
2.1 |
Exhibit 2.1 of the Form 8-K filed on December 16, 2021 |
|||
|
2.2 |
Exhibit 2.2 of the Form 8-K filed on December 16, 2021 |
|||
|
2.3 |
Exhibit 2.1 of the Form 8-K filed on May 2, 2019 |
|||
|
2.4 |
Exhibit 2.2 of the Form 10-K for the year ended December 31, 2015, filed March 2, 2016 |
|||
|
3.1 |
Exhibit 3.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009 |
|||
|
3.2 |
Exhibit 3.2 of the Form 8-K filed June 4, 2014 |
|||
|
4.1 |
Exhibit 4.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009 |
|||
|
4.2 |
Exhibit 4.2 of the Form 10-K/A for the year ended December 31, 2019, filed April 28, 2020 |
|||
|
10.1* |
Amendment to the Agreement relating to rechargeable batteries |
Exhibit 10.24 of our Form 10-K for the fiscal year ended June 30, 1996 (this Exhibit may be found in SEC File No. 0-20852) |
||
|
10.3† |
Appendix B of Form DEF 14A filed on June 1, 2021 |
|||
|
10.4 |
Exhibit 10.1 of the Form 8-K filed on June 6, 2017 |
|||
|
10.5 |
Exhibit 10.1 of the Form 8-K filed on May 2, 2019 |
|||
|
10.6† |
Amendment No. 1 to Ultralife Corporation Amended 2014 Long-Term Incentive Plan |
Appendix A of Form DEF 14A filed on June 1, 2021 |
||
|
10.7 |
Exhibit 10.1 of the Form 8-K filed on December 16, 2021 |
|
10.8 |
Exhibit 10.8 of the Form 10-K for the year ended December 31, 2022, filed March 31, 2023 |
|||
|
10.9 |
Exhibit 10.1 of the Form 8-K filed on October 3, 2024 |
|||
|
10.10 |
Exhibit 10.2 of the Form 8-K filed on November 6, 2024 |
|||
| 19.1 | Ultralife Corporation Insider Trading Compliance Policy | Filed with Form 10-K/A for the year ended December 31, 2024, filed April 28, 2025 | ||
|
21 |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
|||
|
23.1 |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
|||
|
23.2 |
Consent of Freed Maxick P.C. (f/k/a Freed Maxick CPAs, P.C.) |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
||
|
31.1 |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
|||
|
31.2 |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
|||
|
31.3 |
Filed herewith |
|||
|
31.4 |
Filed herewith |
|||
|
32 |
Furnished with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
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97.1 |
Ultralife Corporation Policy for the Recovery of Erroneously Awarded Compensation |
Exhibit 97.1 of the Form 10-K for the year ended December 31, 2023, filed March 21, 2024 |
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101.INS |
Inline XBRL Instance Document |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
Filed with Form 10-K for the year ended December 31, 2025, filed March 23, 2026 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Filed herewith |
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* |
Confidential treatment has been granted as to certain portions of this exhibit. |
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† |
Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ULTRALIFE CORPORATION |
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Date: April 28, 2026 |
/s/ Michael E. Manna |
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Michael E. Manna |
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President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Date: April 28, 2026 |
/s/ Michael E. Manna |
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Michael E. Manna |
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President, Chief Executive Officer and Director |
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(Principal Executive Officer) |
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Date: April 28, 2026 |
/s/ Philip A. Fain |
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Philip A. Fain |
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Chief Financial Officer and Treasurer |
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(Principal Financial Officer and Principal |
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Accounting Officer) |
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Date: April 28, 2026 |
/s/ Janie Goddard |
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Janie Goddard (Director) |
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Date: April 28, 2026 |
/s/ Thomas L. Saeli |
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Thomas L. Saeli (Director) |
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Date: April 28, 2026 |
/s/ Robert W. Shaw II |
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Robert W. Shaw II (Director) |
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Date: April 28, 2026 |
/s/ Bradford T. Whitmore |
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Bradford T. Whitmore (Director) |
Exhibit 31.3
I, Michael E. Manna, certify that:
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1. |
I have reviewed this Amendment No. 1 to annual report on Form 10-K of Ultralife Corporation; and |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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Date: April 28, 2026 |
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/s/ Michael E. Manna |
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Michael E. Manna |
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President and Chief Executive Officer |
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Exhibit 31.4
I, Philip A. Fain, certify that:
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1. |
I have reviewed this Amendment No. 1 to annual report on Form 10-K of Ultralife Corporation; and |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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Date: April 28, 2026 |
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/s/ Philip A. Fain |
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Philip A. Fain |
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Chief Financial Officer and Treasurer |
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