01/27/2026 | Press release | Distributed by Public on 01/27/2026 14:31
Innovative Solutions and Support, Inc. dba Innovative Aerosystems and its subsidiaries is filing this Amendment No. 1 on Form 10-K/A (this "Amendment No. 1") to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the "Form 10-K"), which was filed with the U.S. Securities and Exchange Commission (the "SEC") on December 23, 2025, to provide the information required by Part III of Form 10-K. This information was previously omitted from the Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from our definitive proxy statement (such definitive proxy statement, when filed, the "Proxy Statement") if such Proxy Statement is filed no later than 120 days after end of our fiscal year. We are filing this Amendment No. 1 to include Part III information in our Form 10-K because we do not expect to file the Proxy Statement within 120 days after the end of the fiscal year covered by the Form 10-K. This Amendment No. 1 amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed hereto as Exhibit 31.3 and Exhibit 31.4, respectively, under Item 15 of Part IV.
No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way the financial statements, consents or any other items or disclosures made in the Form 10-K in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K and the Company's other filings with the SEC subsequent to the filing of the Form 10-K.
References in this Amendment No. 1 to "the Company," "IA," "we," "us," or "our" refer to Innovative Solutions and Support, Inc. unless the context clearly requires otherwise.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
2025 Annual Report on Form 10-K/A
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Page |
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Part III |
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3 |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
3 |
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BOARD OF DIRECTORS |
3 |
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EXECUTIVE OFFICERS |
5 |
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RELATIONSHIPS AND ARRANGEMENTS |
6 |
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CORPORATE GOVERNANCE |
6 |
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Item 11. |
Executive Compensation |
7 |
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GENERAL EXECUTIVE COMPENSATION POLICIES |
8 |
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EMPLOYMENT AGREEMENTS |
12 |
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SUMMARY COMPENSATION TABLE |
17 |
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GRANTS OF PLAN-BASED AWARDS |
18 |
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
19 |
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OPTION EXERCISES AND STOCK VESTED |
20 |
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
20 |
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PAY VERSUS PERFORMANCE |
21 |
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ADJUSTMENTS MADE TO DETERMINE COMPENSATION ACTUALLY PAID |
23 |
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DIRECTOR COMPENSATION |
25 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
26 |
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SECURITY OWNSHIP OF PRINCIPAL SHAREHOLDERS |
26 |
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SECURITY OWNSHIP OF MANAGEMENT |
26 |
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EQUITY COMPENSATION PLAN INFORMATION |
27 |
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Item 13. |
Certain Relationships and Related Transactions and Director Independence |
28 |
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RELATED PARTY TRANSACTIONS |
28 |
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DIRECTOR INDEPENDENCE |
29 |
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Item 14. |
Principal Accounting Fees and Services |
29 |
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Part IV |
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31 |
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Item 15. |
Exhibits and Financial Statement Schedules, |
31 |
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SIGNATURES |
35 |
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K/A contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are based largely on current expectations and projections about future events and trends affecting the business, are not guarantees of future performance, and involve a number of risks, uncertainties and assumptions that are difficult to predict. In this Annual Report on Form 10-K/A, the words "anticipates," "believes," "may," "will," "estimates," "continues," "anticipates," "intends," "forecasts," "expects," "plans," "could," "should," "would," "is likely,"" projected," "might," "potential," "preliminary," "provisionally," and similar expressions, as they relate to the business or to its management, are intended to identify forward looking statements, but they are not exclusive means of identifying them. Unless the context otherwise requires, all references herein to "IS&S," the "Registrant," the "Company," "we," "us" or "our" are to Innovative Solutions and Support, Inc. and its consolidated subsidiaries. ThrustSense® and COCKPIT/IP®, among others, are trademarks of the Company. All other trademarks appearing herein are held by their respective owners. Subsequent use of the Company's trademarks in this Annual Report on Form 10-K/A may occur without the applicable superscript symbol (® or TM) in order to facilitate the readability of this Annual Report on Form 10-K/A and are not a waiver of rights that may be associated with the relevant trademarks.
The forward-looking statements in this Annual Report on Form 10-K/A are only predictions, and actual events or results may differ materially. In evaluating such statements, a number of risks, uncertainties and other factors could cause actual results, performance, financial condition, cash flows, prospects and opportunities to differ materially from those expressed in, or implied by, the forward-looking statements. These risks, uncertainties and other factors include those set forth in Item 1A (Risk Factors) of this Annual Report on Form 10-K/A and the following factors:
| ● | market acceptance of the Company's ThrustSense® Autothrottle, Vmca Mitigation, flight panel display systems, NextGen Flight Deck and COCKPIT/IP® or other planned products or product enhancements; |
| ● | continued market acceptance of the Company's air data systems and products; |
| ● | the competitive environment and new product offerings from competitors; |
| ● | difficulties in developing, producing or improving the Company's planned products or product enhancements; |
| ● | the deferral or termination of programs or contracts for convenience by customers; |
| ● | the ability to service the international market; |
| ● | the availability of government funding; |
| ● | the impact of general economic trends on the Company's business; |
| ● | disruptions in the Company's supply chain, customer base and workforce; |
| ● | the ability to gain, drive and sustain regulatory approval, including domestic and international certifications, of products in a timely manner; |
| ● | delays in receiving components from third-party suppliers; |
| ● | the bankruptcy or insolvency of one or more key customers; |
| ● | protection of intellectual property rights, including via securing patents; |
| ● | the ability to respond to technological change; |
| ● | failure to recruit and retain key personnel; |
| ● | risks related to succession planning; |
| ● | a cybersecurity incident; |
| ● | risks related to our self-insurance program; |
| ● | potential future acquisitions and integration of prior and potential future acquisitions; |
| ● | the costs of compliance with present and future laws and regulations; |
| ● | changes in law, including changes to corporate tax laws in the United States and the availability of certain tax credits; and |
| ● | other factors disclosed from time to time in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"). |
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K/A. Except as expressly required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise after the date of this report. Results of operations in any past period should not be considered indicative of the results to be expected for future periods. Fluctuations in operating results may result in fluctuations in the price of the Company's common stock.
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The forward-looking statements in this Annual Report on Form 10-K/A are intended to be subject to the safe harbor protection provided by Sections 27A of the Securities Act, and 21E of the Exchange Act.
Investors should also be aware that while the Company, from time to time, communicates with securities analysts, it is against its policy to disclose any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, the Company has a policy against issuing or confirming financial projections, forecasts or opinions issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, neither such reports nor the projections, forecasts or opinion contained therein are the responsibility of the Company.
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