Pessin investors detail stakes in Precision Optics (POCI) and potential actions

Rhea-AI Filing Summary

Precision Optics Corporation, Inc. shareholders Norman, Sandra, and Brian Pessin report their updated ownership on an amended Schedule 13D. Norman H. Pessin holds 429,247 common shares, or 3.9% of the company. Sandra F. Pessin holds 477,361 shares, or 4.4%, and Brian L. Pessin holds 550,673 shares, or 5.0%.

Their shares were acquired with personal funds for a total purchase cost of about $1.65 million for Norman, $1.40 million for Sandra, and $1.87 million for Brian, including commissions. They originally bought the stock believing it was undervalued and state they may buy more, sell shares, communicate with management and the board, propose changes to capitalization or operations, or use hedging and short-selling strategies depending on market conditions and the company’s situation. Recent transactions in the past sixty days were effected through a prospectus supplement offering dated March 30, 2026.

Key Figures

Norman Pessin shares: 429,247 shares (3.9%) Sandra Pessin shares: 477,361 shares (4.4%) Brian Pessin shares: 550,673 shares (5.0%) +3 more

6 metrics

Norman Pessin shares 429,247 shares (3.9%) Common stock beneficially owned as reported in Item 5(a)

Sandra Pessin shares 477,361 shares (4.4%) Common stock beneficially owned as reported in Item 5(a)

Brian Pessin shares 550,673 shares (5.0%) Common stock beneficially owned as reported in Item 5(a)

Norman purchase cost $1,651,686.41 Aggregate purchase price for 429,247 shares including commissions

Sandra purchase cost $1,401,798.51 Aggregate purchase price for 477,361 shares including commissions

Brian purchase cost $1,865,630.35 Aggregate purchase price for 550,673 shares including commissions

Key Terms

beneficially owned, sole voting and dispositive power, Schedule 13D, prospectus supplement offering, +1 more

5 terms

beneficially owned financial

"Norman H. Pessin owns 429,247 shares of the Common Stock of the Issuer, constituting 3.9% of the outstanding shares thereof."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting and dispositive power financial

"Norman H. Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly."

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

prospectus supplement offering financial

"All of such transactions were effected through prospectus supplement offering dated March 30, 2026."

Type of Reporting Person regulatory

"13Percent of class represented by amount in Row (11) 3.9 % 14Type of Reporting Person (See Instructions)"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Precision Optics Corporation, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

740294400

(CUSIP Number)

Norman H. Pessin
400 E.51st Street PH 31,
New York, NY, 10022
917-887-1982

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 740294400

1

Name of reporting person

Norman H. Pessin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 429,247.00
8	Shared Voting Power
9	Sole Dispositive Power 429,247.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

429,247.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 740294400

1

Name of reporting person

Sandra F. Pessin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 477,361.00
8	Shared Voting Power
9	Sole Dispositive Power 477,361.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

477,361.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 740294400

1

Name of reporting person

Brian L. Pessin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 550,673.00
8	Shared Voting Power
9	Sole Dispositive Power 550,673.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

550,673.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: Precision Optics Corporation, Inc.
(c)	Address of Issuer's Principal Executive Offices: 22 EAST BROADWAY, GARDNER, MASSACHUSETTS , 01440.
Item 2.	Identity and Background
(a)	1) Norman H. Pessin 2) Sandra F. Pessin 3) Brian L. Pessin
(b)	1) 400 E 51st PH 31, New York, NY 10022 2) 400 E 51st PH 31, New York, NY 10022 3) 65 E 76th St Apt 3DE, New York, NY 10021
(c)	1) Investor 2) Housewife 3) Investor
(d)	1) none 2) none 3) none
(e)	1) none 2) none 3) none
(f)	1) United States 2) United States 3) United States
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the 429,247 shares of Common Stock owned by Norman H. Pessin is approximately $1,651,686.41, including brokerage commissions. The shares of Common Stock owned by Norman H. Pessin were acquired with personal funds. The aggregate purchase price of the 477,361 shares of Common Stock owned by Sandra F. Pessin is approximately $1,401,798.51, including brokerage commissions. The shares of Common Stock owned by Sandra F. Pessin were acquired with personal funds. The aggregate purchase price of the 550,673 shares of Common Stock owned by Brian L. Pessin is approximately $1,865,630.35, including brokerage commissions. The shares of Common Stock owned by Brian L. Pessin were acquired with personal funds.
Item 4.	Purpose of Transaction
	The Reporting Persons originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Norman H. Pessin owns 429,247 shares of the Common Stock of the Issuer, constituting 3.9% of the outstanding shares thereof. Sandra F. Pessin owns 477,361 shares of Common Stock of the Issuer, constituting 4.4% of the outstanding shares thereof. Brian L. Pessin owns 550,673 shares of Common Stock of the Issuer, constituting 5.0% of the outstanding shares thereof.
(b)	Norman H. Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly. Sandra F. Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly. Brian L. Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly.
(c)	Schedule A attached hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected through prospectus supplement offering dated March 30, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 for schedule of transactions.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Norman H. Pessin

Signature:	/s/ Norman H. Pessin
Name/Title:	Norman H. Pessin
Date:	03/30/2026

Sandra F. Pessin

Signature:	/s/ Sandra F. Pessin
Name/Title:	Sandra F. Pessin
Date:	03/30/2026

Brian L. Pessin

Signature:	/s/ Brian L. Pessin
Name/Title:	Brian L. Pessin
Date:	03/30/2026

FAQ

What ownership stakes do the Pessin investors report in POCI?

The three Pessin investors report holding a combined significant stake in Precision Optics. Norman owns 429,247 shares (3.9%), Sandra owns 477,361 shares (4.4%), and Brian owns 550,673 shares (5.0%) of common stock, each with sole voting and dispositive power over their respective holdings.

How much have the Pessins invested in Precision Optics (POCI) shares?

The filing details the total purchase costs for each Pessin investor. Norman’s 429,247 shares cost about $1,651,686.41, Sandra’s 477,361 shares about $1,401,798.51, and Brian’s 550,673 shares about $1,865,630.35, all including brokerage commissions and paid with personal funds.

Why did the Pessin group originally buy Precision Optics (POCI) stock?

The Pessin investors state they bought Precision Optics shares because they viewed them as undervalued. They believed the common stock represented an attractive investment opportunity at their purchase prices, motivating their acquisitions funded with personal capital over time.

What future actions do the Pessins contemplate regarding their POCI holdings?

The Pessins may increase, decrease, or otherwise adjust their Precision Optics positions. They may buy or sell shares, engage with management and the board, propose changes to capitalization or operations, or use hedging and short-selling strategies, depending on market conditions and the issuer’s financial position.

Do the Pessins act as a group in this Precision Optics Schedule 13D/A?

The amended Schedule 13D lists Norman, Sandra, and Brian Pessin as reporting persons but emphasizes individual holdings. Each has sole voting and dispositive power over their respective shares, and the filing does not describe any contracts or arrangements relating to acting together on the securities.

How were recent POCI share transactions by the Pessins executed?

The filing states recent Precision Optics share transactions were tied to a specific offering. All transactions in the issuer’s securities during the past sixty days by the reporting persons were effected through a prospectus supplement offering dated March 30, 2026, as referenced in the attached schedule.