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PIONEER POWER SOLUTIONS, INC.

For the period ended Dec 31, 2025. Filed Apr 8, 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.

FY2025 · Filed Apr 8, 2026

PPSI$2.22-1.8%Stored close · as of Nov 10, 2026

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Contents

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Pioneer Power Solutions, Inc.

Fort Lee, New Jersey

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Pioneer Power Solutions, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Transactions – Products and Services

As described in Notes 2 and 3 to the consolidated financial statements, the Company’s principal source of revenue from contracts with customers is derived from sales of products and fees for services. The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer. Total revenues from products and services for the year ended December 31, 2025 were approximately $23.4 million.

We identified the auditing of the accuracy and existence of revenue transactions as a critical audit matter. Auditing the accuracy and existence of revenue transactions was especially challenging due to the significant audit effort involved in performing procedures, given the significance of net sales and the large volume of transactions.

The primary procedures we performed to address this critical audit matter included:

●Obtaining a sample of contracts and evaluating the key terms included in those contracts.
●Evaluating the accuracy and existence of revenue transactions, on a sample basis, by agreeing invoices to shipping documents, inspecting and verifying service reports, examining cash receipts and/or confirming with customers, where applicable.

Sales-type Leases

As described in Notes 2 and 3 to the consolidated financial statements, as a lessor, when a lease meets certain criteria indicating that the Company has effectively transferred control of the underlying asset to the customer, the lease is classified as a sales-type lease. Total revenues from sales-type leases for the year ended December 31, 2025 were approximately $2.9 million. The net investment in sales-type leases consisted of lease receivables of $2.8 million as of December 31, 2025.

We identified estimating the fair value of the underlying assets at lease commencement as a critical audit matter. The principal consideration for our determination was management’s judgments and subjectivity required in assessing the fair value. Auditing these assumptions and judgments involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including the involvement of professionals with specialized skills or knowledge.

The primary procedures we performed to address this critical audit matter included:

●Reviewing the executed agreements related to the sales-type leases, and relevant terms and details.
●Utilizing professionals with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the fair value of the underlying assets at lease commencement.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2024.

New York, New York

April 8, 2026

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