Optex Systems Holdings Inc
For the period ended Sep 28, 2025. Filed Dec 17, 2025.
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FY2025 · Filed Dec 17, 2025
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Item 15. Exhibits
| (a)(1) | Financial Statements. The following financial statements of Optex Systems Holdings, Inc. are included in Part II, Item 8: |
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Report of Independent Registered Public Accounting Firm - Whitley Penn LLP (PCAOB ID 726)
Consolidated Statements of Income for the years ended September 28, 2025 and September 29, 2024
Consolidated Balance Sheets as of September 28, 2025 and September 29, 2025
Consolidated Statement of Stockholders’ Equity for the years ended September 28, 2025 and September 29, 2024
Consolidated Statements of Cash Flows for the years ended September 28, 2025 and September 29, 2024
Notes to the Consolidated Financial Statements
| (a)(2) | Financial Statement Schedules. |
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All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.
| (a)(3) | Exhibits. |
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See Exhibit Index
2 Note to Draft: Exhibit List and Footnotes subject to HWH review.
Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Incorporation, as amended to date(1) |
| 3.2 | Bylaws of Optex Systems Holdings(2) |
| 3.3 | Charters of the Audit Committee, Compensation Committee and Nominating Committee(3) |
| 4.1 | Description of Capital Stock(4) |
| 4.2 | Specimen Stock Certificate(5) |
| 10.1 | Lease for 1420 Presidential Blvd., Richardson, TX(6). |
| 10.2 | Third Amendment to Lease, between Aquiport DFWIP and Optex Systems, Inc., dated January 7, 2010(7) |
| 10.3† | Employment Agreement with Karen Hawkins, dated as of January 1, 2024(8) |
| 10.4 | Form of Lease(9) |
| 10.5 | Form of Letter of Credit(10) |
| 10.6 | Form of Award/Contract between the Company and US DLA, dated July 3, 2017(11) |
| 10.7† | Employment Agreement with Danny Schoening, dated November 28, 2022(12) |
| 10.8 | Sixth Amendment to Lease Agreement(13) |
| 10.9 | First Amendment to Lease(13) |
| 10.10† | Optex Systems Holdings, Inc. 2023 Equity Incentive Plan (14) |
| 10.11† | Form of Performance Shares Agreement (Executives)(19) |
| 10.12† | Form of Restricted Stock Agreement(19) |
| 10.13.1† | Form of Incentive Stock Option Agreement(19) |
| 10.13.2† | Form of Non-Qualified Stock Option Agreement(19) |
| 10.14† | Form of Stock Appreciation Rights Agreement(19) |
| 10.15† | Form of Restricted Stock Unit Agreement(19) |
| 10.16 | Business Loan Agreement effective as of May 22, 2025 by and among Optex Systems Holdings, Inc., Optex Systems, Inc., and Texas Capital Bank (including Note)(15) |
| 10.17 | Asset Purchase Agreement and Contract Manufacturing Agreement (RUB Aluminium s.r.o.)(18) |
| 10.18 | Form of Director and Officer Indemnification Agreement(18) |
| 10.19 | Employment Agreements with Chad George, dated August 11, 2025(20) |
| 10.20 | Employment Agreements with Chad George, dated December 5, 2025 |
| 14.1 | Code of Ethics(16) |
| 19.1 | Insider Trading Policy |
| 21.1 | List of Subsidiaries — Optex Systems Holdings, Inc.(17) |
| 23.1 | Consent of Independent Registered Public Accounting Firm – (Whitley Penn LLP) |
| 31.1 | Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
| 31.2 | Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
| 32.1 | Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
| 32.2 | Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
| 97.1 | Clawback Policy(19) |
| 101.INS | Inline XBRL Instance 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 (embedded within the Inline XBRL document) |
| (2) | Incorporated by reference from our Current Report on Form 8-K dated April 3, 2009. |
| (3) | Incorporated by reference from our Amendment No. 1 to Registration Statement on Form S-1 filed on July 23, 2015. |
| (5) | Incorporated by reference from our Registration Statement on Form S-1 filed on May 19, 2009. |
| (6) | Incorporated by reference from our Current Report on Form 8-K dated April 3, 2009. |
| (7) | Incorporated by reference from our Amendment No. 4 to Registration Statement on Form S-1 filed on June 14, 2010. |
| (8) | Incorporated by reference from our Current Report on Form 8-K, filed on January 5, 2024. |
| (9) | Incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2016. |
| (10) | Incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2016. |
| (11) | Incorporated by reference from our Current Report on Form 8-K, filed on July 10, 2017. |
| (12) | Incorporated by reference from our Current Report on Form 8-K, dated November 21, 2022. |
| (14) | Incorporated by reference from Annex B to our Definitive Proxy Statement on Schedule 14A, filed on January 17, 2023. |
| (15) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 29, 2025. |
| (16) | Incorporated by reference from our Registration Statement on Form S-1 filed on May 19, 2009. |
| (17) | Incorporated by reference from our Current Report on Form 8-K dated April 3, 2009. |
| (18) | Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. |
| (20) | Incorporated by reference from our Current Report on Form 8-K, filed on August 11, 2025. |
† Management contracts and compensatory plans and arrangements.
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