Director pay and market value outlined by Picard Medical (NYSE: PMI)

Rhea-AI Filing Summary

Picard Medical, Inc. filed an Amendment No. 1 to its Form 10-K for the year ended December 31, 2025 to correct and fully restate the executive compensation disclosure in Item 11 and update the cover page. All other sections of the original report remain unchanged and continue to speak as of the original filing date.

The Company describes its director compensation program, under which each non-management director receives an annual cash fee of $35,000 and an annual $15,000 stock option grant, with extra cash fees for key committee chairs. Picard reports an aggregate market value of common stock held by non-affiliates of approximately $130,820,904 as of September 2, 2025, and 92,349,845 common shares outstanding as of May 11, 2026.

Key Figures

Non-affiliate market value: $130,820,904 Shares outstanding: 92,349,845 shares Annual director cash fee: $35,000 +5 more

8 metrics

Non-affiliate market value $130,820,904 Aggregate market value of common stock held by non-affiliates as of September 2, 2025

Shares outstanding 92,349,845 shares Common shares outstanding as of May 11, 2026

Annual director cash fee $35,000 Annual cash fee for each non-management director

Annual stock option grant $15,000 Value of annual stock option grant for each non-management director

Audit chair additional fee $15,000 Additional annual cash fee for audit committee chair

Compensation chair additional fee $10,000 Additional annual cash fee for compensation committee chair

2025 cash fees – Sam Van $16,667 Fees earned or paid in cash for non-management director Sam Van in 2025

2025 cash fees – George Ye $15,000 Fees earned or paid in cash for non-management director George Ye in 2025

Key Terms

emerging growth company, large accelerated filer, smaller reporting company, Inline XBRL, +1 more

5 terms

emerging growth company regulatory

"Emerging growth company appears in the filer status table description."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

large accelerated filer regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”"

A large accelerated filer is a publicly traded company that meets the U.S. securities regulator’s size and reporting history thresholds, qualifying it as one of the largest issuers. For investors, that label matters because such companies face faster filing deadlines, more rigorous audit and internal-control disclosure requirements, and generally more transparent and timely financial reporting—like a big, well-regulated store required to post its inventory and receipts promptly for customers to see.

smaller reporting company regulatory

"“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

Inline XBRL technical

"Inline XBRL Instance Document (The instance document does not appear in the interactive data file"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

forward-looking statements regulatory

"forward-looking statements should be read in their historical context."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

How to Read a 10-K Annual Report →

FY 2025 --12-31 true 0002030617 00020306172025-01-012025-12-31 thunderdome:item xbrli:shares 00020306172026-05-11 iso4217:USD 00020306172025-09-02

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K/A

Amendment No. 1

(MARK ONE)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-42801

PICARD MEDICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	86-3212894
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

1992 E Silverlake

Tucson, AZ 85713

(Address of Principal Executive Offices) (Zip Code)

(520) 545-1234

(Telephone Number, Including Area Code)

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	PMI	NYSE American LLC

Securities Registered Pursuant to Section 12(b) of the Act:

None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes☐         No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐         No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒         No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒         No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐         No ☒

The aggregate market value of the shares of common stock of the registrant held by non-affiliates of the registrant was approximately $130,820,904 as of September 2, 2025. Note that September 2, 2025, the closing date of the Registrant’s initial public offering, is used to calculate the aggregate market value held by non-affiliates since the Registrant was not publicly traded on June 30, 2025.

Number of common shares outstanding as of May 11, 2026: 92,349,845

DOCUMENTS INCORPORATED BY REFERENCE

None

Auditor Firm Id: 206 Auditor Name: MaloneBailey, LLP Auditor Location: Houston, Texas

Table of Contents

Table of Contents

		Page
PART III.
Item 11.	Executive Compensation	56
PART IV.
Item 15.	Exhibit and Financial Statement Schedules	58
Signatures		59

Table of Contents

EXPLANATORY NOTE

Picard Medical, Inc. (“Picard,” “PMI” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Original Filing” or the “2025 Form 10-K”). In this Amendment, the terms the “Company,” “we,” “us,” and “our” refer to Picard Medical, Inc. and its wholly-owned subsidiary.

This Amendment is being filed for the purpose of amending the information required by Item 11 of Part III of Form 10-K included in the Original Filing to provide corrected disclosures. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the cover page to the Original Filing and Item 11 of Part III of the Original Filing are hereby amended and restated in their entirety

Except as described above, no other changes have been made to the Original Filing. This Amendment does not affect any other section of the Original Filing not otherwise discussed herein and continues to speak as of the date of the Original Filing. The Company has not updated the disclosures contained in the Original Filing to reflect any events that occurred subsequent to the date of the Original Filing. Among other things, any forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Filing.

PART III

ITEM 11. EXECUTIVE COMPENSATION

Director Compensation Program

Directors who are officers of the Company do not receive compensation for their service as directors.

We provide the following compensation for non-management directors:

	●	Each non-management director receives an annual director’s fee payable in cash equal to $35,000 and an annual grant of $15,000 stock options;
	●	The chair of the audit committee receives an additional annual fee payable in cash equal to $15,000;
	●	The chair of the compensation committee receives an additional annual fee payable in cash equal to $10,000.

We also reimburse directors for all expenses incurred in attending Board and committee meetings.

The following table provides information regarding the compensation of our non-management directors for the year ended December 31, 2025:

Name		Fees Earned Or Paid in Cash				Stock Option Awards				Total
Richard Fang		$	-			$	-			$	-
Sam Van		$	16,667			$	-			$	16,667
George Ye		$	15,000			$	-			$	15,000

Table of Contents

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Form 10-K/A.

The financial statements and required financial statement schedules are included in the Original Filing. 

(b) Exhibits.

31.1*	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1+	Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2+	Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS*	Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed herewith.
+	Previously filed.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PICARD MEDICAL, INC.
	By	/s/ Patrick NJ Schnegelsberg
		Patrick NJ Schnegelsberg
		Chief Executive Officer
	Date:

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company May 14, 2026 in the capacities indicated below.

/s/ Patrick NJ Schnegelsberg

Patrick NJ Schnegelsberg

Principal Executive Officer and Director

/s/ Bernard Skaggs

Bernard Skaggs

Principal Financial Officer and Principal Accounting Officer

/s/ Richard Fang

Richard Fang

Director

/s/ George Ye

George Ye

Director

/s/ Sam Van

Sam Van

Director

FAQ

What is Picard Medical, Inc. (PMI) changing in this 10-K/A filing?

Picard Medical is amending its Form 10-K to correct and restate the executive compensation disclosure in Item 11 and update the cover page. All other sections of the original 2025 annual report remain unchanged.

How are non-management directors of Picard Medical (PMI) compensated?

Non-management directors receive a $35,000 annual cash fee and an annual $15,000 stock option grant. The audit committee chair earns an additional $15,000 in cash, and the compensation committee chair receives an additional $10,000.

What is the market value of Picard Medical (PMI) shares held by non-affiliates?

Picard Medical reports an aggregate market value of common stock held by non-affiliates of approximately $130,820,904 as of September 2, 2025. This date aligns with the closing of its initial public offering.

How many Picard Medical (PMI) shares were outstanding as of May 11, 2026?

The company reports 92,349,845 shares of common stock outstanding as of May 11, 2026. This figure reflects the total common shares then issued and outstanding, separate from the non-affiliate market value disclosure.

Do Picard Medical officers receive director fees under this program?

Directors who are officers of Picard Medical do not receive compensation for their board service. The director compensation program, including cash fees and stock option grants, applies only to non-management directors.

What did Picard Medical (PMI) directors earn in 2025 under this program?

For 2025, non-management director Sam Van received $16,667 in cash fees and George Ye received $15,000 in cash fees. The table shows no stock option awards recorded for the listed directors during that year.