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SONO TEK CORP

For the period ended Feb 28, 2026. Filed May 28, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed May 28, 2026

SOTK$4.300.0%Stored close · as of Nov 9, 2026

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Item 11. Executive Compensation

ITEM 11EXECUTIVE COMPENSATION

The following table sets forth the aggregate remuneration paid or accrued by the Company for fiscal 2026 and fiscal 2025 for each named officer of the Company.

Summary Compensation Table

Name and Principal PositionYearSalary ($)Bonus ($)Stock AwardsOption Awards1 ($)All Other Compensation2Total ($)
R. Stephen Harshbarger CEO, President and Director2026 2025274,000 265,00063,400 50,5000 060,000 60,00010,700 10,000408,100 385,500
Stephen J. Bagley Chief Financial Officer2026 2025191,300 185,00047,000 37,4000 025,000 25,0007,400 7,200270,700 254,600
Christopher C. Cichetti Chief Operating Officer2026 2025200,000 200,00047,000 37,4000 045,000 90,0008,000 7,400300,000 334,800
1Option awards in the above table are calculated using the Black-Scholes options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial statements.
2All Other Compensation represents Company contributions to the Company’s 401K plan.

Officer Compensation Arrangements

During fiscal 2026, Mr. Harshbarger was compensated at the rate of $274,000 per annum.

During fiscal 2026, Mr. Bagley was compensated at the rate of $191,300 per annum.

During fiscal 2026, Mr. Cichetti was compensated at the rate of $200,000 per annum.

In addition, each named officer earned bonus compensation based on the achievement of certain operating objectives.

Outstanding Equity Awards at Fiscal Year End

NameNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableOption Exercise Price ($)Option Expiration Date
R. Stephen Harshbarger5,815—6.0511/18/2031
CEO, President and Director16,340—6.2602/17/2032
3,937—5.9611/17/2032
3,7269325.0011/16/2033
10,42512,7414.1208/22/2034
—29,2683.2508/21/2035
Stephen J. Bagley2,750—4.4501/15/2031
Chief Financial Officer9,804—6.2602/17/2032
1,969—5.9611/17/2032
1,8634665.0011/16/2033
4,3445,3094.1208/22/2034
—12,1953.2508/21/2035
Christopher C. Cichetti2,750—4.4501/15/2031
Chief Operating Officer9,804—6.2602/17/2032
1,969—5.9611/17/2032
1,8634665.0011/16/2033
4,9691,2425.0011/16/2033
15,63719,1124.1208/22/2034
—21,9513.2508/21/2035

Estimated Payments and Benefits Upon Termination or Change in Control

The Company has entered into Executive Agreements with Stephen J. Bagley, the Company’s Chief Financial Officer, Christopher Cichetti, the Company’s Chief Operating Officer, Christopher L. Coccio, the Company’s Executive Chairman and R. Stephen Harshbarger, the Company’s Chief Executive Officer. The agreements provide that in the event of a change of control of the Company followed by a termination of the executives’ employment under certain circumstances, the officers shall receive severance payments equal to two years of the executive’s annual base, commissions and bonus compensation paid by the Company for the previous calendar year.

Based on last year’s salary arrangements, if the rights of the foregoing officers were to be triggered following a change of control, they would be entitled to the following payments from the Company: Stephen J. Bagley $455,000, Christopher Cichetti $475,000, Christopher L. Coccio $406,000 and R. Stephen Harshbarger $645,000.

Severance Agreements

The Company has entered into severance agreements with Stephen J. Bagley, Chief Financial Officer, Christopher Cichetti, Chief Operating Officer, Christopher L. Coccio, Executive Chairman and R. Stephen Harshbarger Chief Executive Officer and President. The agreements provide that in the event of termination of the executive’s employment, other than for cause, the officers shall receive severance payments equal to two weeks of compensation for each full year employed by the Company.

Clawback Policy

Our Board has adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and the Nasdaq listing standards thereunder, to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial restatement to the extent that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed to the need for a financial restatement.

Compensation of Directors

Each non-employee director receives $2,500 for each meeting attended. Directors who are employees of the Company receive no additional compensation for serving as directors. For the year ended February 28, 2026, director compensation was as follows:

2026 Director Compensation

NameFees Earned or Paid in Cash ($)Stock Awards ($)Option Awards ($)Non-Equity Incentive Plan Compensation ($)Nonqualified Deferred Compensation Earnings ($)All Other Compensation ($)Total ($)
Christopher Coccio——50,0001——220,8002270,800
Eric Haskell5,000—12,0003———17,000
Adeniyi Lawal7,500—12,0004———19,500
Carol O’Donnell7,500—12,0005———19,500
Philip Strasburg65,0006—————5,000
Joseph Riemer7,500—12,0007———19,500
Kirk Warshaw7,500—12,0008———19,500
1During fiscal 2026, Dr. Coccio received a grant of 29,240 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Coccio held an aggregate of 99,744 stock options.
2Represents salary of $160,000 and bonus of $54,000 paid to Dr. Coccio during fiscal 2026 in connection with his service as Executive Chairman and a Company contribution of $6,800 to the Company’s 401k plan.
3During fiscal 2026, Mr. Haskell received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Mr. Haskell held an aggregate of 35,377 stock options.
4During fiscal 2026, Dr. Lawal received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Lawal held an aggregate of 12,351 stock options.
5During fiscal 2026, Ms. O’Donnell received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Ms. O’Donnell held an aggregate of 25,377 stock options.
6Mr. Strasburg did not stand for reelection as a Director and his term concluded in August 2025 upon completion of the Company’s annual meeting of stockholders.
7During fiscal 2026, Dr. Riemer received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Riemer held an aggregate of 27,377 stock options.
8During fiscal 2026, Mr. Warshaw received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Mr. Warshaw held an aggregate of 7,018 stock options.

Option awards in the above table are calculated using the Black-Scholes options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial statements.

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