{"url_path":"/sec/awre/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULE","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-06","source_url":"https://www.sec.gov/Archives/edgar/data/1015739/0001193125-26-096448-index.html","accession_number":"0001193125-26-096448","cik":"0001015739","ticker":"AWRE","issuer_name":"AWARE INC /MA/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1015739/0001193125-26-096448-index.html","primary_entity_key":"0001015739","primary_entity_name":"AWARE INC /MA/"},"word_count":1611,"has_tables":true,"body_markdown":"ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE\n\nThe following documents are filed as part of this report:\n\n(a)\nFinancial Statements and Exhibits:\n\n \n\n \n\nPage\n\n[(1) Report of Independent Registered Public Accounting Firm](#item_8_financial_statements_supplementar)(PCAOB ID No. 49)\n\n26\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#consolidated_balance_sheets)\n\n28\n\n[Consolidated Statements of Operations and Comprehensive Loss for each of the two years in the period ended December 31, 2025](#consolidated_statements_operations)\n\n29\n\n[Consolidated Statements of Cash Flows for each of the two years in the period ended December 31, 2025](#consolidated_statements_cash_flows)\n\n30\n\n[Consolidated Statements of Stockholders’ Equity for each of the two years in the period ended December 31, 2025](#consolidated_statements_stockholders_equ)\n\n31\n\n[Notes to Consolidated Financial Statements](#n1_nature_business)\n\n33\n\n \n\n(b) Exhibits:\n\nThe exhibits listed below are filed with or incorporated by reference in this report.\n\n \n\nExhibit No.\n\n \n\nDescription of Exhibit\n\n \n\n \n\n \n\n  3.1\n\n \n\n[Amended and Restated Articles of Organization, as amended (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000118811209000293/ex3-1.htm)\n\n \n\n \n\n \n\n  3.2\n\n \n\n[Amended and Restated By-Laws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2007 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000118811207003562/ex3-1.htm)\n\n \n\n \n\n \n\n  4.1\n\n \n\n[Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1015739/000110465920022309/tm205258d1_ex4-1.htm)\n\n \n\n \n\n \n\n10.1*\n\n \n\n[2021 Employee Stock Purchase Plan, (filed as Annex A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000119312521111535/d142112ddef14a.htm#toc142112_36)\n\n \n\n \n\n \n\n10.2*\n\n \n\n[Form of Indemnification Agreement for Directors and Officers of Aware, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2011 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000118811211000327/exhibit10-1.htm)\n\n \n\n \n\n \n\n10.3*\n\n \n\n[2001 Nonqualified Stock Plan (filed as Exhibit 99(d)(4) to the Company’s Schedule TO filed with the Securities and Exchange Commission on March 3, 2003 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000118811203000087/taware01noqlfdstock-29095.txt)\n\n \n\n \n\n \n\n10.4*\n\n \n\n[Form of Nonqualified Stock Option Agreement under the 2001 Nonqualified Stock Plan for options granted to executive officers and directors prior to May 21, 2008 (filed as Exhibit 10.6 to Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000118811207000692/ex10-6.txt)\n\n \n\n \n\n \n\n10.5*\n\n \n\n[Form of Nonqualified Stock Option Agreement under the 2001 Nonqualified Stock Plan for options granted to executive officers and directors from and after May 21, 2008 (filed as Exhibit 10.8 to Company’s Form 8-K on May 22, 2008 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1015739/000118811208001758/ex10-8.htm)\n\n \n\n \n\n \n\n10.6*\n\n \n\n[Form of Unrestricted Stock Award for outside directors of Aware under the 2001 Nonqualified Stock Plan (filed as Exhibit 10.1 to Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2010 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000118811210001904/ex10-1.htm)\n\n \n\n \n\n \n\n10.7*\n\n \n\n[Form of Unrestricted Stock Award for officers of Aware under the 2001 Nonqualified Stock Plan (filed as Exhibit 10.2 to Company's Form Current Report on 8-K filed with the Securities and Exchange Commission on July 28, 2010 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000118811210001904/ex10-2.htm)\n\n58\n\n \n\n \n\n \n\n \n\n10.8*\n\n \n\n[Form of Unrestricted Stock Award for executive officers and directors of Aware, Inc. under the 2001 Nonqualified Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2013 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000118811213000979/ex10-1.htm)\n\n \n\n \n\n \n\n10.9*\n\n \n\n[Employment Agreement between Aware, Inc. and Mohamed Lazzouni (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000110465919065320/tm1922947d1_ex10-1.htm)\n\n \n\n \n\n \n\n10.10*\n\n \n\n[Aware, Inc. 2025 Executive Bonus Plan (incorporated by reference to Item 5.02 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2025 and incorporated herein by reference).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1015739/000095017025070273/awre-20250509.htm)\n\n \n\n \n\n \n\n10.11\n\n \n\n[Lease dated as of March 1, 2022 by and between 76/80 Burlington Group, LLC and Aware, Inc. (filed as Exhibit 10.20 to the Company's](https://www.sec.gov/Archives/edgar/data/1015739/000156459022010383/awre-ex1020_96.htm)[Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000156459022010383/awre-ex1020_96.htm)\n\n \n\n \n\n \n\n10.12*\n\n \n\n[Aware, Inc. 2023 Equity and Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017024005411/awre-ex10_1.htm)\n\n \n\n \n\n \n\n10.13*\n\n \n\n[Form of Incentive Stock Option Agreement under the Aware, Inc. 2023 Equity and Incentive Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2024 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1015739/000095017024005411/awre-ex10_2.htm)\n\n \n\n \n\n \n\n10.14*\n\n \n\n[Form of Nonstatutory Stock Option Agreement under the Aware, Inc. 2023 Equity and Incentive Plan (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017024005411/awre-ex10_3.htm)\n\n \n\n \n\n \n\n10.15*\n\n \n\n[Form of Restricted Stock Unit Award Agreement under the Aware, Inc. 2023 Equity and Incentive Plan (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2024 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017024005411/awre-ex10_4.htm)\n\n \n\n \n\n \n\n10.16*\n\n \n\n[Employment Agreement between Aware, Inc. and David Traverse dated June 1, 2024 filed as Exhibit 10.16 to the Company’s Annual Report on Form 10K filed with the Securities and Exchange Commission on March 13, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017025038714/awre-ex10_16.htm)\n\n \n\n \n\n \n\n10.17*\n\n \n\n[Employment Agreement between Aware, Inc. and Ajay Amlani dated February 3, 2025 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017025013916/awre-ex10_1.htm)\n\n \n\n \n\n \n\n10.18*\n\n \n\n \n\n[Employment Agreement between Aware, Inc. and Brian Krause dated March 5,2025 filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on May 2, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017025062767/awre-ex10_3.htm)\n\n \n\n10.19*\n\n \n\n[Form of Performance-based Stock Option Agreement under the Aware, Inc. 2023 Equity and Incentive Plan.(filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1015739/000095017025038714/awre-ex19_1.htm).\n\n \n\n \n\n \n\n10.20*\n\n \n\nAmendment to Employment Agreement dated as of March 13, 2025 by and between Aware, Inc. and Ajay K. Amlani (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2025 and incorporated herein by reference).\n\n \n\n \n\n \n\n10.21*\n\n \n\n \n\nEmployment Agreement dated as of May 12, 2025 by and between Aware, Inc. and Lona Therrien [filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on August 1, 2025 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017025062767/awre-ex10_3.htm)\n\n \n\n \n\n \n\n10.22*\n\n \n\n \n\nAmendment to employment Agreement dated as of June 13, 2025 by and between Aware, Inc. and Ajay K. Amlani (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2025 and incorporated herein by reference).\n\n \n\n \n\n \n\n59\n\n \n\n19.1\n\n \n\n[Aware, Inc. Amended and Restated Insider Trading Policy (filed as Exhibit 19.1to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017025038714/awre-ex19_1.htm)\n\n \n\n \n\n \n\n21.1\n\n \n\n[Subsidiaries of Registrant.](awre-ex21_1.htm)\n\n \n\n \n\n \n\n23.1\n\n \n\n[Consent of Independent Registered Public Accounting Firm.](awre-ex23_1.htm)\n\n \n\n \n\n \n\n31.1\n\n \n\n[Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](awre-ex31_1.htm)\n\n \n\n \n\n \n\n31.2\n\n \n\n[Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](awre-ex31_2.htm)\n\n \n\n \n\n \n\n32.1\n\n \n\n[Certification of Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](awre-ex32_1.htm)\n\n \n\n \n\n \n\n97.1\n\n \n\n[Aware Inc. Compensation Recovery Policy (filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1015739/000095017024032239/awre-ex97_1.htm)\n\n \n\n \n\n \n\n101\n\n \n\nThe following financial statements from Aware, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in inline XBRL (eXtensible Business Reporting Language), as follows: (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and December 31, 2024; (iii) Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and December 31, 2024; (iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and December 31, 2024 and (v) Notes to Consolidated Financial Statements.\n\n104\n\n \n\nCover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101\n\n*Management contract or compensatory plan.\n\n60\n\n \n\nSIGNATURES\n\nPursuant 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.\n\n \n\nAWARE, INC.\n\n \n\n \n\n \n\nBy:\n\n \n\n/s/ Ajay K. Amlani\n\n \n\n \n\nAjay K. Amlani\n\n \n\n \n\nChief Executive Officer & President\n\n \n\nBy:\n\n \n\n/s/ David K. Traverse\n\n \n\n \n\nDavid K. Traverse\n\n \n\n \n\nChief Financial Officer\n\n \n\n \n\nDate: March 6, 2026\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 6th day of March 2026.\n\n \n\nSignature\n\n \n\nTitle\n\n \n\n \n\n \n\n/s/ Ajay K. Amlani\n\n \n\nChief Executive Officer, President & Director\n\nAjay K. Amlani\n\n \n\n(Principal Executive Officer)\n\n \n\n \n\n \n\n/s/ David K. Traverse\n\n \n\nChief Financial Officer\n\nDavid K. Traverse\n\n \n\n(Principal Financial Officer)\n\n \n\n \n\n \n\n/s/ Gary Evee\n\n \n\nChairman of the Board & Director\n\n Gary Evee\n\n \n\n \n\n \n\n \n\n \n\n/s/ John S. Stafford, III\n\n \n\nDirector\n\nJohn S. Stafford, III\n\n \n\n \n\n \n\n \n\n \n\n/s/ Brian D. Connolly\n\n \n\nDirector\n\nBrian D. Connolly\n\n \n\n \n\n \n\n/s/ Brent P. Johnstone\n\n \n\nDirector\n\nBrent P. Johnstone\n\n \n\n/s/ Peter Faubert\n\n \n\n \n\n \n\n \n\nDirector\n\nPeter Faubert\n\n \n\n \n\n \n\n61"}