INNOVATIVE SOLUTIONS & SUPPORT INC
For the period ended Sep 30, 2025. Filed Dec 23, 2025.
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FY2025 · Filed Dec 23, 2025
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Item 15. Exhibits and Financial Statement Schedules
| 1. | Financial Statements |
See index to Financial Statements at Item 8 of this Annual Report on Form 10-K.
| 2. | Financial Statement Schedules |
Schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the financial statements or notes thereto.
| (b) | The following exhibits are filed as part of, or incorporated by reference into this Annual Report on Form 10-K: |
| | ||
| ExhibitNumber | | Exhibit Title |
| 2.1 | | Asset Purchase and License Agreement, dated June 30, 2023, by and between Innovative Solutions & Support, Inc. and Honeywell International Inc. (1) |
| 2.2 | | Amendment No. 1, dated October 12, 2023, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc. and Honeywell International Inc., dated June 30, 2023 (2) |
| 2.3 | | Amendment No. 2, dated March 23, 2024, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc. and Honeywell International Inc., dated June 30, 2023 (3) |
| 2.4 | | Amendment No. 3, dated July 22, 2024, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc. and Honeywell International Inc., dated June 30, 2023 (4) |
| 2.5 | | Asset Purchase and License Agreement, dated September 27, 2024, by and between Innovative Solutions and Support, Inc., and Honeywell International Inc. (5) |
| 3.1 | | Articles of Incorporation of Innovative Solutions and Support, Inc. (6) |
| 3.2 | | Articles of Amendment, filed April 17, 2023, to the Articles of Incorporation of Innovative Solutions and Support, Inc. (7) |
| 3.3 | | Amended and Restated Bylaws of Innovative Solutions and Support, Inc. (8) |
| 4.1 | | Description of Capital Stock (filed herewith) |
| 4.2 | | Rights Agreement, dated September 12, 2022, between Innovative Solutions and Support, Inc. and Broadridge Corporate Issuer Solutions, Inc. (9) |
| 4.3 | | Amendment to Rights Agreement, dated September 1, 2023, between Innovative Solutions and Support, Inc. and Broadridge Corporate Issuer Solutions, Inc. (10) |
| 4.4 | | Amendment to Rights Agreement, dated September 9, 2024, between Innovative Solutions & Support, Inc. and Broadridge Corporate Issuer Solutions, Inc. (11) |
| 10.1 | | Employment Agreement, dated February 14, 2012, between Innovative Solutions & Support, Inc. and Shahram Askarpour (12) |
| 10.2 | | First Amendment to Employment Agreement between Innovative Solutions and Support, Inc. and Shahram Askarpour dated September 6, 2024 (13) |
| 10.3 | | Innovative Solutions & Support, Inc. Amended and Restated 2019 Stock-Based Incentive Compensation Plan (14) |
| 10.4 | | Offer Letter with Jeffrey DiGiovanni, dated March 18, 2024 (14) |
| 10.5 | | Restricted Stock Unit Award Agreement, dated June 19, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc. (16) |
| 10.6 | | Change in Control Agreement, dated as of June 20, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc. (17) |
| 10.7 | | Performance Stock Unit Award Agreement dated November 20, 2024 by and between Shahram Askarpour and Innovative Solutions and Support, Inc. (18) |
| 10.8 | | Form of Non-Qualified Stock Option Agreement (19) |
| 10.9 | | Form of Restricted Stock Unit Award Agreement (20) |
| 10.10 | | Amendment to Loan Documents, dated June 28, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (21) |
| 10.11 | | Term Note, dated as of June 28, 2023, by Innovative Solutions and Support, Inc. and Innovative Solutions and Support, LLC (22) |
| 10.12 | | Revolving Line of Credit Note, dated as of May 11, 2023, by Innovative Solutions and Support, Inc. and Innovative Solutions and Support, LLC (23) |
| 10.13 | | Amendment to Loan Documents, dated December 19, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (24) |
| 10.14 | | Amended and Restated Revolving Line of Credit, dated December 19, 2023, executed by Innovative Solutions and Support, Inc. and Innovative Solutions and Support, LLC (25) |
| 10.15 | | Amended and Restated Line of Credit and Investment Sweep Rider, dated December 19, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (26) |
| 10.16 | | Amendment to Loan Documents, dated September 30, 2024, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (27) |
| 10.17 | | Amended and Restated Revolving Line of Credit Note, dated September 30, 2024, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (28) |
| 10.18 | | Amended and Restated Line of Credit and Investment Sweep Rider, dated September 30, 2024, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (29) |
| 10.19 | | Sales Agreement, dated September 22, 2023, by and between Innovative Solutions and Support, Inc. and Stifel, Nicolaus & Company, Incorporated (30) |
| 10.20 | | Credit Agreement, dated as of July 18, 2025, among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, the other loan parties party thereto, the lenders party thereto, and JP Morgan Chase Bank, N.A., as administrative agent (31) |
| 19.1 | | Insider Trading Policy (32) |
| 21 | | Subsidiaries of Innovative Solutions and Support, Inc. (filed herewith) |
| 23.1 | | Consent of Grant Thornton LLP (filed herewith) |
| 31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith) |
| 31.2 | | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (filed herewith) |
| 32.1 | | Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 97 | | Clawback Policy (33) |
| 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101 |
*Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
| (1) | Incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024. |
| (2) | Incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024. |
| (3) | Incorporated by reference to Exhibit 2.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024. |
| (4) | Incorporated by reference to Exhibit 2.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024. |
| (5) | Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2024. |
| (6) | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2007. |
| (7) | Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 18, 2023. |
| (8) | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2018. |
| (9) | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2022. |
| (10) | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2023. |
| (11) | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 10, 2024. |
| (12) | Incorporated by reference to Exhibit 5.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2012. |
| (13) | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2024. |
| (14) | Incorporated by reference to Exhibit 10,1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024. |
| (15) | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2024. |
| (16) | Incorporated by reference to Exhibit 10,2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024. |
| (17) | Incorporated by reference to Exhibit 10,3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024. |
| (18) | Incorporated by reference to Exhibit 5.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2024. |
| (19) | Incorporated by reference to Exhibit 10,3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024. |
| (20) | Incorporated by reference to Exhibit 10,4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024. |
| (21) | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023. |
| (22) | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023. |
| (23) | Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023. |
| (24) | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2023. |
| (25) | Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2023. |
| (26) | Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2023. |
| (27) | Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 3, 2024. |
| (28) | Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 3, 2024. |
| (29) | Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 3, 2024. |
| (30) | Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 22, 2023. |
| (31) | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 22, 2025. |
| (32) | Incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on December 30, 2024. |
| (33) | Incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed with the SEC on December 30, 2024. |
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