ASURE SOFTWARE INC
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
ASUR$10.28-1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as a part of this Annual Report on Form 10-K:
(1)Financial Statements:
The Financial Statements required by this item are submitted in Part II, Item 8 of this report.
(2)Financial Statement Schedules:
All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or in the notes thereto.
(3)Exhibits:
| EXHIBIT NUMBER | DESCRIPTION |
| 2.1 | Equity Purchase Agreement, dated July 1, 2025, by and among Pendulum Holding, Inc., the equityholders of Pendulum Holding, Inc., Lathem Time 2025, LLC (f/k/a Lathem Time Corporation), and Asure Software, Inc. (Previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-34522), filed July 1, 2025. † |
| 3.1 | Restated Certificate of Incorporation (Previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-34522), filed May 11, 2017). |
| 3.2 | Certificate of Amendment to Certificate of Incorporation (Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-34522), filed June 2, 2020). |
| 3.3 | Third Amended and Restated Bylaws (Previously filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-34522), filed November 9, 2018). |
| 3.4 | Amendment to No. 1 to Third Amended and Restated Bylaws (Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-34522), filed April 6, 2020). |
| 3.5 | Amendment to No. 2 to Third Amended and Restated Bylaws (Previously filed as Exhibit 3.5 to the Company’s Annual Report on Form 10-K (File No. 1-34522) filed February 26, 2024). |
| 4.1 | Specimen Certificate for the Common Stock (Previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 1-34522), filed December 13, 2012). |
| 4.2 | Fourth Amended and Restated Rights Agreement, dated effective October 28, 2025 between Asure Software, Inc. and Equiniti Trust Company LLC (Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-34522), filed April 16, 2025). |
| 4.3 | Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.* |
| 10.1 | Stock Purchase Agreement dated September 25, 2009 with Patrick Goepel (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A (File No. 1-34522), filed September 28, 2009). |
| 10.2 | Amended and Restated Employment Agreement dated July 2, 2011 with Patrick Goepel (Previously filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K (File No. 1-34522), filed March 30, 2012). |
| 10.3 | Employee Stock Purchase Plan, as amended on May 27, 2020 (Previously incorporated to the Company’s Proxy Statement (File No. 1-34522) for its Annual Meeting of Shareholders held on May 27, 2020).+ |
| 10.4 | Form of Indemnification Agreement (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-34522), filed December 21, 2017). |
| 10.5 | Executive Change in Control Severance Plan (Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-34522), filed December 21, 2017). |
| 10.6 | First Amendment to Executive Change in Control Severance Plan, dated January 1, 2024 (Previously filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K (File No. 1-34522) filed February 26, 2024). |
| 10.7 | Asure Software, Inc. 2018 Incentive Award Plan, as amended on May 29, 2019, May 27, 2020, May 31, 2022, and June 2, 2025 (Previously filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-34522), filed May 11, 2020).+ |
| EXHIBIT NUMBER | DESCRIPTION |
| 10.8 | Form of Stock Option Grant Notice and Stock Option Agreement under the 2018 Incentive Award Plan (Previously filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K (File No. 1-34522), filed March 11, 2021).+ |
| 10.9 | Lease between 405 Colorado Holdings LP and Asure Software Inc., dated February 4, 2022. (Previously filed as Exhibit 10.35 to the Company's Annual Report on Form 10-K (File No. 1-34522), filed March 14, 2022) |
| 10.10 | Form of 2024 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan (Previously filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No. 1-34522) filed February 26, 2024). + |
| 10.11 | Sales Agreement, dated October 31, 2024, by and between Asure Software, Inc. and Roth Capital Partners, LLC (Previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 1-34522) filed October 31, 2024). |
| 10.12 | Form of 2025 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan (Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-34522) Filed May 1, 2025). |
| 10.13 | Form of 2026 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan.* |
| 10.14 | Credit, Security and Guaranty Agreement, dated as of April 10, 2025, by and among Asure Software, Inc., Asure Operations LLC, Asure Customer & IP Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management, LLC MidCap Financial Trust and the lenders from time to time party hereto (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-34522) filed April 10, 2025).† |
| 10.15 | Limited Consent, Amendment No. 1 and Joinder to Credit, Security and Guaranty Agreement, dated July 1, 2025, by and among Asure Software, Inc., Asure Operations LLC, Asure Customer & IP Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management, LLC, Lathem Time 2025, LLC, MidCap Financial Trust and the lenders from time to time party thereto (Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-34522) filed July 1, 2025).† |
| 10.16 | Amendment No. 2 to the Credit, Security and Guaranty Agreement, dated July 31, 2025, by and among Asure Software, Inc., Asure Operations LLC, Asure Customer IP & Holdco LLC, Asure Payroll Tax Management LLC, Asure Benefits Management LLC, Asure Treasury Management LLC, Lathem Time 2025 LLC, MidCap Financial Trust and the lenders from time to time party thereto. (Previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-34522) filed July 31, 2025).† |
| 19.1 | Insider Trading Policy (Previously filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K (File No. 1-34522) filed July 31, 2025). |
| 21.1 | Subsidiaries of the Company* |
| 23.1 | Consent of CBIZ CPAs P.C.* |
| 23.2 | Consent of Marcum LLP* |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished, not filed)** |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished, not filed)** |
| 97.1 | Dodd-Frank Clawback Policy (Previously filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No. 1-34522) filed February 26, 2024). |
| 101 | The following materials from Asure Software, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Comprehensive Loss, (3) the Consolidated Statements of Changes in Stockholders’ Equity, (4) the Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements (filed herewith). |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted as Inline XBRL and contained in Exhibit 101 (filed herewith). |
- Indicates management contract or compensatory plan, contract or arrangement in which directors or executive officers participate.
† Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(a)(5) of Rule S-K. The Company undertakes to furnish supplementally a copy of all omitted schedules and attachments to the Securities and Exchange Commission upon its request.
- Filed herewith.
** Furnished herewith.
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