Welcome to our dedicated page for Genasys SEC filings (Ticker: GNSS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Genasys Inc. filings document financial results, governance actions and capital-structure disclosures for a Nasdaq-listed Protective Communications company. Recent Form 8-K reports cover results of operations, financial condition, debt repayment commentary, officer appointments, director elections, audit committee leadership and executive compensation arrangements.
The company's proxy materials and annual-meeting reports disclose board elections, auditor ratification, advisory executive-compensation votes and common-stock voting mechanics. Compensation-related filings include cash bonus metrics, restricted stock units under the 2025 Equity Incentive Plan and performance-based award terms, while exchange-act disclosures identify GNSS common stock as registered on The Nasdaq Stock Market.
Genasys Inc. director Susan Lee Schmeiser reported receiving a grant of 47,620 shares of common stock in the form of restricted stock units at no cash cost. These RSUs vest upon the earlier of the company’s 2027 annual shareholder meeting or a change of control event. Each RSU converts into one share of common stock, deliverable only in shares. Following this grant, her reported direct holdings total 193,256 shares of Genasys common stock.
Genasys Inc. reported the results of its 2026 Annual Meeting of Stockholders. There were 45,212,311 common shares outstanding and eligible to vote as of January 21, 2026, and 25,083,917 shares were represented in person or by proxy at the March 17, 2026 meeting.
All five director nominees were elected to one-year terms. Support for four nominees ranged from about 13.1 million to 13.9 million votes, while Susan Lee Schmeiser received 11,326,368 votes for and 4,044,163 withheld. Each director election had 9,713,386 broker non-votes.
Stockholders also ratified the appointment of Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, with 21,419,235 votes for, 2,005,498 against and 1,659,184 abstentions. On an advisory, non-binding basis, executive compensation was approved with 8,844,760 votes for, 5,107,733 against, 1,418,038 abstentions and 9,713,386 broker non-votes.
Genasys Inc. director William H. Dodd reported open-market purchases of a total of 25,457 shares of common stock. The transactions were completed on February 18 and 19, 2026 at prices between $1.97 and $1.98 per share. Following these purchases, he directly holds 129,163 shares.
Genasys Inc. reported a sharp improvement in quarterly results for the three months ended December 31, 2025. Total revenues rose to $17,065 from $6,940 a year earlier, driven mainly by product sales increasing to $14,261 from $4,144. Net loss narrowed to $817, or $0.02 per share, compared with a loss of $4,078, or $0.09 per share.
Cash, cash equivalents and restricted cash increased to $10,871, helped by strong operating cash flow of $7,200. Contract liabilities grew to $35,337, with $25,289 of remaining performance obligations and $25,038 in customer deposits tied to the Puerto Rico Early Warning System project, most expected to convert to revenue within 12 months.
Genasys Inc. reported a very strong fiscal first quarter 2026, with revenue rising to $17.1 million from $6.9 million, a 145.9% increase driven by the Puerto Rico project and higher hardware sales. Gross margin improved to 48.0% from 45.8%.
GAAP operating loss narrowed sharply to $0.4 million from $5.9 million, while adjusted EBITDA turned positive at $0.7 million versus a loss of $4.8 million. GAAP net loss improved to $0.8 million, or $0.02 per share, from $4.1 million, or $0.09 per share.
The company fully repaid its $4.0 million incremental term loan and ended December 31, 2025 with $10.3 million in cash, cash equivalents and marketable securities, up from $8.0 million on September 30, 2025. Management expects meaningful year-over-year revenue growth, gross margin of roughly 50%, and both operating and net income profitability in fiscal 2026.
Genasys Inc. approved a new 2026 compensation package for CEO Richard Danforth. His base salary is set at $490,000, with a target cash bonus equal to 100% of salary and a maximum cash bonus of $784,000 based on revenue, Annual Recurring Revenue (ARR), and debt-repayment goals.
He received 200,000 time-based RSUs vesting in 67,000 shares on December 31, 2026 and 133,000 shares on December 31, 2027, plus 200,000 performance-based RSUs tied to the same three metrics. At least 95% of revenue and ARR targets and the debt-repayment measure must be met for any performance RSUs to vest, with between 0 and 200,000 shares ultimately vesting.
The performance-based RSUs are earned when the company’s independent auditor issues its opinion on fiscal 2026 results, and all RSUs remain subject to change-of-control and severance terms in his employment agreement. In connection with these grants, the company canceled 800,000 performance-based stock options granted to Mr. Danforth in October 2022.
Genasys Inc. CEO and director Richard Danforth received an equity grant of 400,000 shares of common stock on January 26, 2026 at a price of $0 per share. After this award, he beneficially owned 594,692 common shares, held directly.
The grant represents restricted stock units. According to the vesting terms, 50% of the units vest time‑based, with one‑third of that portion vesting on December 31, 2026 and the remaining two‑thirds on December 31, 2027. The other 50% will vest only if Genasys meets specified financial performance measures for fiscal year 2026.
Genasys Inc. is asking stockholders to vote at a virtual annual meeting on March 17, 2026. Holders of 45,212,311 common shares as of January 21, 2026 may attend and vote online after registering at proxydocs.com/GNSS.
Stockholders will elect five directors (Richard S. Danforth, William H. Dodd, W. Craig Fugate, R. Rimmy Malhotra and Susan Lee Schmeiser), ratify Baker Tilly US, LLP as auditor for the year ending September 30, 2026, and cast an advisory “say‑on‑pay” vote on executive compensation.
The board’s slate and governance are shaped by an amended cooperation agreement with Nicoya affiliates, which includes standstill terms and future audit chair planning, and by a reduction of board seats from seven to six. The proxy also details CEO and CFO pay, bonus metrics tied to revenue, ARR, bookings and debt repayment, and new RSU grants under the 2025 equity plan.
Genasys Inc. interim CFO and Secretary Cassandra Monteon reported an equity grant of 10,000 shares of common stock in the form of restricted stock units on December 11, 2025 at a stated price of $0, indicating a compensation award rather than an open-market purchase.
The units vest in three equal installments: one-third on December 11, 2026, one-third on December 11, 2027, and one-third on December 11, 2028. After this grant, Monteon beneficially owns 17,706 shares directly and 1,913 shares indirectly through a spouse, with the indirect holdings disclaimed except for any pecuniary interest.