RCM Technologies Inc. 2025年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company or an emerging growth company. (See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting Large Accelerated Filer☐Accelerated Filer☒Non-Accelerated Filer☐SmallerReporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant 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 Exchange Act). The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $99.4 million basedupon the closing price of $23.11 per share of the registrant’s common stock on June 27, 2025, on The NASDAQ Global Market. For The number of shares of registrant's common stock (par value $0.05 per share) outstanding as of April 30, 2026: 7,087,613. Documents Incorporated by Reference None in this Amendment No. 1 on Form 10-K/A. Auditor Location: Philadelphia, PA EXPLANATORY NOTE On April 3, 2026, RCM Technologies, Inc. (“Company,”“we,”“us,”“our”and“RCM”) filed its Annual Report on Form 10-K forthe year ended January 3, 2026 (the“Initial Filing”), with the Securities and Exchange Commission (the“Commission”). The Companyindicated that it would incorporate Part III of Form 10-K in the Original Filing by reference to the Company’s definitive proxy statementfor its 2026 annual meeting of stockholders. Because the Company does not anticipate filing its definitive proxy statement by May 4, 2026, This Form 10-K/A only amends information in Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), Item 14 (Principal Accounting Fees andServices) and Part IV, Item 15 (Exhibits, Financial Statement Schedules). All other items as presented in the Original Filing are In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, this Form 10-K/A contains new certifications byour principal executive officer and our principal financial and accounting officer, filed as exhibits hereto. RCM TECHNOLOGIES, INC. PART III Item 10.Directors, Executive Officers and Corporate Governance1Item 11.Executive Compensation6Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters13Item 13.Certain Relationships and Related Transactions, and Director Independence15 PART IV Item 15.Exhibits and Financial Statement Schedules ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our Directors Bradley S. Vizi,Director since 2013, age 42 Mr. Vizi has served as our Executive Chairman & President since June 2018.Previously Mr. Vizi served as our Chairman of theBoard since September 2015 and a board member since December 2013. From February 2016 to June 2022, Mr. Vizi served as a memberof the Board of Directors at L.B. Foster (NASDAQ: FSTR), a leading manufacturer, fabricator, and distributor of products and servicesfor the rail, construction, energy and utility markets with locations in North America and Europe.Mr. Vizi founded Legion Partners, Inc.in 2010 and Legion Partners Asset Management, LLC in 2012, where he served as Managing Director and Portfolio Manager untilOctober 2017.From 2007 to 2010, Mr. Vizi was an investment professional at Shamrock Capital Advisors, Inc. (“Shamrock”), thealternative investment vehicle of the Disney Family.Prior to Shamrock, from 2006 to 2007, Mr. Vizi was an investment professional with Mr. V