Amendment to Annual Report (Form 10-K/A)

Beam Global (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to amend its Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission on April 9, 2026 (the "Original Form 10-K"), to (i) amend Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," to remove a sentence regarding cash used in investing activities for the year ended December 31, 2024 that was included in the Original Form 10-K in error, (ii) amend Part III, Item 10, "Directors, Executive Officers and Corporate Governance," to correct a typographical error in the director compensation disclosure, and (iii) correct and revise certain information included in Part III, Item 11, "Executive Compensation."

The Summary Compensation Table included in the Original Form 10-K contained errors in certain amounts reported for the Company's Chief Executive Officer and former Chief Operating Officer, which resulted in the total compensation reported for each such officer being incorrect. This Amendment corrects the applicable amounts and classifications in the Summary Compensation Table and makes corresponding revisions to the related executive compensation disclosure, including the narrative disclosure regarding the compensation and employment arrangements of the Company's named executive officers. This Amendment also removes from the Outstanding Equity Awards at Fiscal Year-End table the number of shares incorrectly reported as subject to vesting for Mark Myers, the Company's former Chief Operating Officer, who resigned from the Company on October 29, 2025.

The corrections described in this Amendment are limited to the disclosures contained in Part II, Item 7 and Part III, Items 10 and 11. The Company is not amending Item 8, "Financial Statements and Supplementary Data," and the corrections described herein do not constitute corrections of error in the Company's previously issued financial statements. This Amendment does not amend, restate or otherwise revise the Company's audited financial statements or the notes thereto included in the Original Form 10-K and does not change any previously reported financial results.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part II, Item 7 and Part III, Items 10 and 11 of the Original Form 10-K are set forth below in their entirety, as amended. The Company is also amending Part IV, Item 15 solely to include currently dated certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because this Amendment does not contain financial statements and does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of such certifications have been omitted. In addition, because no financial statements are included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have not been included.

Except as expressly described above, this Amendment does not amend, modify or update any other information contained in the Original Form 10-K and does not reflect events occurring after the filing date of the Original Form 10-K.

PART II

For the fiscal year ended December 31, 2025, the Company reported total revenue of $28.2 million, representing a 42.8% decrease compared to $49.3 million in fiscal 2024. This contraction was primarily driven by a material reduction in orders from U.S. Federal government agencies. While federal customers accounted for more than 60% of total revenue in 2023 and 30% in 2024, they represented less than 5% of total revenue in 2025. Management attributes this decline to a shift in federal executive priorities and the subsequent reversal of prior electrification initiatives. Additionally, the expiration of federal tax credits and other purchase incentives for electric vehicles has further constrained domestic demand for certain charging products. In response to these headwinds, the Company has realigned its sales and marketing infrastructure to target corporate, municipal, and international markets. These efforts have yielded a significant increase in sales to domestic and international commercial entities, as well as non-U.S. government agencies, which has partially mitigated the loss of U.S. Federal revenue. Despite the reduction in direct federal vehicle procurement, the Company continues to supply certain energy storage products to federal agencies via third-party relationships. While the Company believes that federal demand for transportation electrification infrastructure may resume in future cycles, we cannot provide assurance as to the timing or certainty of such a recovery. We remain focused on our diversified growth strategy and have implemented new marketing protocols to capture broader market share. Although our prospective customer pipeline has increased during the current period, the conversion of these opportunities into realized revenue remains subject to inherent market risks and timing uncertainties.

In 2025 the Company's strategically shifted its focus toward commercial customers by expanding its direct sales force and reseller network in response to a decline in federal revenue opportunities as a result of changes in U.S. government programs. Our non-government revenue grew from 38.2% of total revenue in 2024 to 72.0% in 2025, reflecting meaningful progress in our commercial diversification strategy, despite this shift, total revenue decreased by 42.8%. Our pipeline of prospective customer orders has increased during the same period, although we cannot be sure of when, or if, those prospective orders will turn into actual sales.

International customers comprised 42% of the revenues as of December 31, 2025 verses 25% for the year ended December 31, 2024 as a result of our continued integration of our Serbian acquisitions. Revenues derived from non-government commercial entities increased by 8% year-over-year and represent approximately 72% of total revenues in 2025.

For the twelve months ended, December 31, 2025, the Company's sales to federal government customers represented 4% of revenues versus 32% of revenues in 2024. State and local government customers represented approximately 24% of revenues versus 30% of total revenues in 2024, reflecting increased growth in our non-government customer base.

We continue to invest in sales personnel, marketing resources, and new product development, while also expanding our geographic footprint, with the goal of reducing reliance on large individual orders of our EV ARC™ product from federal agencies, while continuing to pursue those opportunities.

Order timing may continue to be uneven due to customer procurement processes, approval timelines and budget cycles; however, we believe that increased global EV adoption, continued expansion into international markets and the marketing of our new products will reduce the impact of variability in individual order timing on our overall business.

We have in place a Multiple Award Schedule Contract with the General Services Administration (GSA) that helps streamline purchases from Federal agencies and state and local governments. In addition, the General Services Administration (GSA) awarded Beam Global a federal blanket purchase agreement (BPA) in April 2022 which provides federal agencies a streamlined procurement process for procuring EV ARC™ systems. In Q2 2025, the contract was extended until October 31, 2030. Although this purchasing contract is not being regularly used by U.S. Federal government agencies, we have made sales to other non-Federal government entities in the U.S. using this contract vehicle and we believe that having this contract extended through 2030 and also having it made available to non-Federal government agencies has assisted us in closing sales in 2025 and will continue to assist in streamlining our selling processes in 2026. To the extent the federal government resumes procurement of electric vehicles and EV charging infrastructure, we believe this contract provides a streamlined and efficient channel to sell to the federal government, which operates the largest fleet in the world.

On November 12, 2025, the Company announced the was awarded a cooperative purchasing contract by Sourcewell, expanding its offerings to U.S. military, expanding its offerings to U.S. military, state and local government agencies, and higher education institutions across North America. Sourcewell combines the purchasing power of over 50,000 participating public agencies, offering hundreds of awarded supplier contracts across public sector and educational organizations to procure the Company's sustainable infrastructure and energy storage solutions through a ready-to-use, negotiated, Sourcewell-vetted contract, streamlining the public purchasing process.

With our acquisitions of Amiga and Telcom, we now have a facility in Europe that can manufacture and sell Beam Global products for the European market. Europe is the largest market in the world for EVs and is a strong proponent of clean energy. We believe there is a lot of potential for growth in this region. We also expect the EV market to continue to experience significant growth over the next decade which will require additional EV charging infrastructure. We believe our products are uniquely positioned to benefit from this growth. Our geographic expansion into Europe and our additional business development activities in the Middle East and Africa are, we believe, also providing opportunities for growth which are not dependent on, or impacted by, shifts in US government and zero emission vehicle strategies. The new products we have brought to market offer values which are also not dependent upon US federal government investment. The EU has mandated a transition to zero emission vehicles by 2035 and they are heavily focused on green and sustainable energy. An increase in electric vehicles adoptions will increase the demand for charging infrastructure. We believe that our sustainably energized EV ARC^TM and BeamSpot™ products can play a major role in the provision of EV charging infrastructure in Europe.

Our energy security business is also connected with the deployment of our EV charging infrastructure products and serves as an additional benefit to the value proposition of our charging products which, along with their integrated emergency power panels, can continue to operate, charge EVs, and deliver emergency power during utility grid failures. Our state-of-the-art storage batteries installed on our EV charging systems are immune to grid failures and provide another benefit for customers such as municipalities, counties, states, the federal government, hospitals, fire departments, large private enterprises with substantial facilities, and vehicle fleet operators. Drones, submersibles, recreational products and a host of micro mobility and EV products are already benefiting from our Beam All-Cell™ highly differentiated products. With the continued growth of untethered electrification, we believe there is an opportunity for increased demand in these markets and others.

We are in development on our newest patented products which include- BeamSpot™, BeamFlight™ and others, which we expect will continue to expand our product offerings leveraging the same proprietary technology as our current products and allow us to expand into new markets. Amiga, now Beam Europe, is one of Europe's largest manufacturers of streetlights and has a team of qualified structural, electrical and civil engineers who are experts in the field of development and deployment of streetlighting. They are working with our engineers in San Diego and Broadview to continually improve the engineering and development of our new BeamSpot™ product. We believe that BeamSpot™ may become our largest selling product when available for sale. BeamSpot™ is currently in the process of being installed and we received our first order for that product within two months of it being launched.

In addition, EV ARC™, BeamBike™, BeamWell™ and BeamPatrol™ products have fulfilled the requirements to receive the CE mark (Conformité Européenne), a mandatory symbol indicating that a product meets European Union (EU) health, safety and environmental protection requirements, allowing it to be freely traded within the European Economic Area (EEA).

The Company reported gross profit of $3.5 million for the year ended December 31, 2025, compared to $7.3 million for the year ended December 31, 2024. Gross margin was 12.5% in 2025 compared to 14.8% in 2024, representing a decline of 2.3 percentage points year-over-year. The decrease in gross margin was primarily attributable to lower sales volume, which resulted in reduced absorption of fixed overhead costs. Our unit economics continue to improve, even in the face of reduced volumes.

Gross profit included non-cash depreciation and intangible amortization of approximately $3.0 million in 2025 and $3.2 million in 2024. Excluding these non-cash items, adjusted gross margin improved to 23.0% in 2025 compared to 21.2% in 2024. We expect our costs of goods sold to continue to decline over time as we continue to implement lean manufacturing process improvements, engineering design changes and operational efficiencies, as well as recognizing synergies from our acquisitions. Many of the components and sub-assemblies integrated into our products are manufactured by third parties. This approach is consistent with our strategy to leverage the investments made by large, well-funded suppliers in improving performance and reducing costs of key components, which we integrate into our finished products. We continue to evaluate opportunities to outsource additional components and sub-assemblies where doing so may be cost-effective, which we believe could further reduce our manufacturing costs, improve gross margins, and significantly increase the potential production output from our factory. Furthermore, we believe we are seeing increase interest in our highly specialized energy storage products, which in many cases, result in revenues that come with higher gross profits. As these volumes increase, the impact of the higher gross margin percentages from these revenues should, we believe, have a positive impact on our overall gross profit. Order timing may continue to result in quarter-to-quarter variability in revenue over the long term, we expect revenue growth to be driven by expansion of our product offerings, increased geographic reach, and growth in demand for EV charging infrastructure, electrified transportation, and mobility energy storage and security and smart cities infrastructure products. We believe that increased demand, combined with our cost-reduction initiatives, will contribute to continued improvement in our gross margins over time. Beam Europe has the capability to perform certain manufacturing and operational activities that are currently outsourced in the U.S. In combination with a generally lower operating cost environment in Serbia, we believe this may allow us to produce certain products in Europe at a lower cost than in the U.S., even as we continue to pursue cost reductions in our U.S. operations.

Critical Accounting Estimates

The financial statements and related disclosures were prepared in accordance with U.S. generally accepted accounting principles which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, and we continually evaluate our assumptions and modify as needed. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

Valuation of Inventory and standard cost allocations. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured, and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity in the manufacturing process. During 2023, the Company applied labor and overhead based on a standard costing model that required a number of assumptions to determine an optimal labor and overhead allocation which requires an estimate of total shipments and forecasted spending. In addition, a review of inventory is required to estimate whether specific reserve estimates are needed for warranty or for excess or obsolete inventory. Changes in demand can significantly impact our amount of excess inventory or inventory shortages. Availability of product and unusually long lead times that were not anticipated could impact our production.

Valuation Allowance on Deferred Income Taxes. The Company ensures that taxes are computed in accordance with ASC 740 and the appropriate valuation allowance is recorded. Management estimates the percentage change in pre-tax book loss/income and makes projections of future taxable loss/income in order to perform this assessment. We have recorded a valuation allowance to reduce our net deferred tax assets to zero, primarily due to historical net operating losses ("NOLs") and uncertainty of generating future taxable income. If we determine that it is more likely than not that we will realize a deferred tax asset that currently has a valuation allowance, we will need to reverse the valuation allowance, reflecting an income tax benefit in our statements of operations at that time. This type of adjustment could result in a material adjustment to our financial statements.

Valuation of Share-Based Costs. We may issue share-based awards that include warrants, stock options, restricted stock awards, restricted stock units and performance stock units. We measure and recognize compensation expenses for all share-based payments based on an estimation of grant date fair value of our share-based awards. The fair value of stock options and the warrants are calculated using a Black-Scholes model which requires input of interest rates, stock volatility, stock prices, etc. Share-based compensation expense is then recognized based on an allocation of the fair value on a straight-line basis over the requisite service periods of the awards. The RSU and RSAs fair value is based on the market price of our common stock on the date of grant. The determination of the amount of share-based compensation expense for our performance stock units requires the use of certain estimates and assumptions that affect the amount of share-based compensation expense recognized in our consolidated statements of operations.

Results of Operations

Comparison of Results of Operations for Fiscal Years Ended December 31, 2025 and 2024

Revenues. For the year ended December 31, 2025, revenues decreased 43% to $28.2 million compared to $49.3 million for the year ended December 31, 2024. The decrease in revenues was primarily due to a complete cessation of any federal orders for our products and the reversal of incentives for the purchase of EVs in the U.S. by the federal government. During the year ended December 31, 2025, $1.1 million, or approximately 4% of total revenue was derived from sales to federal government customers and $6.8 million, or approximately 24% was derived from state and local government customers. We continue to invest in sales, marketing and government relations personnel, as well as related programs and resources, to increase awareness of the benefits and value of our products. The timing of orders may continue to be uneven due to customer approval processes and government budget cycles; however, we believe that as EV adoption increases and our energy storage and security and smart cities products are increasingly adopted, our business may become less impacted by variability in the timing of individual orders.

Gross Profit/(Loss). The Company reported gross profit of $3.5 million, a 12.5% gross margin for the year ended December 31, 2025, compared to $7.3 million, a 14.8% gross margin for the year ended December 31, 2024. The 2.3 percentage point year-over year decrease in gross margin was primarily attributable to lower sales volume, which resulted in reduced absorption of fixed overhead costs and non-cash depreciation and amortization. Gross profit included non-cash depreciation and amortization of approximately $3.0 million in 2025 and $3.2 million in 2024. The amortization of intangible assets relates to the AllCell acquisition. Because of our improving unit economics throughout 2025, and excluding these non-cash expenses, gross margin improved in 2025 1.8 percentage points to 23.0% from 2024, 21.2%. We expect that as revenue grows, the Company's ability to absorb fixed overhead costs will improve, which may have a positive impact on gross margins.

Operating Expenses and Impairment of Goodwill. Total operating expenses were $31.1 million for the year ended December 31, 2025, compared to $19.0 million for the year ended December 31, 2024. Operating expenses for 2025 included a non-cash goodwill impairment charge of $10.8 million. Excluding this impairment charge, operating expenses were approximately $20.3 million for 2025, compared to $19.0 million in the prior year. The Company believes the goodwill impairment reported during the three months ended March 31, 2025 is not a negative indicator of historic or current operating results and not a negative indicator of the future performance of our acquired entities or the Company in general have taken and continue to take significant steps to diversify our geographical reach and product offerings while focusing on strategic growth. The Company believes that the resulting non-cash charge has no impact on the Company's cash flows or available liquidity. During the three months ending March 31, 2025, the Company continued to experience a decline in its stock price resulting in the total market value of its common stock outstanding ("market capitalization") being less than the carrying value of the reporting unit. Management believes this decline in market value is due to a variety of factors, as further described below, but not the actual value of the acquired entities which included the goodwill which is being impaired. Considering the circumstances and indicators of potential impairment described above, Management performed an interim quantitative goodwill impairment test as of March 31, 2025. Management first considered whether any impairment was present for the Company's long-lived assets, concluding that no such impairments were present. The Company does not have any indefinite lived assets other than goodwill.

The Company concluded that the sustained stock price decline in the Company's common stock and its market capitalizations as of March 31, 2025 was a triggering event which required Management to perform a quantitative goodwill impairment test. Management determined the value of goodwill largely based on the Company's stock price and not on the activities or performance of the acquired entities. The results of the Company's test for impairment of goodwill as of March 31, 2025, utilizing recent trends in stock price over a reasonable period, created a condition in which the accounting rules determined that the fair value of goodwill fell below its book value. Based on the results of the goodwill impairment procedures, the Company recorded a $10.8 million goodwill impairment for the single reporting unit during the three months ended March 31, 2025.

Liquidity and Capital Resources

At December 31, 2025, we had cash of $1.0 million, compared to cash of $4.6 million at December 31, 2024. We have historically met our cash needs through a combination of debt and equity financing and more recently through gross profit contributions. Our cash requirements are generally for operating activities and acquisitions.

Our working capital balance at December 31, 2025 was $8.9 million. Working capital primarily consists of cash, inventory, accounts receivable, net of accounts payable, and accrued expenses. In general, we expect to convert each of these short-term assets into cash within 180 days which allows us to operate with a lower cash balance on any specific date.

Management believes the Company's present cash flow will enable it to meet its obligations for twelve months from the date of these financial statements. Management will continue to assess its operational needs and seek additional financing as needed to fund its operations.

Our cash flows from operating, investing and financing activities, as reflected in the statements of cash flows, are summarized in the table below:

For the year ended December 31, 2025, our cash used in operating activities was $10.5 million compared to $2.2 million for the year ended December 31, 2024. Cash used in operations included a $3.3 million decrease in accounts payable, $1.1 million decrease in noncurrent liabilities, $0.6 million decrease in deferred tax liabilities, a $0.3 million decrease in accrued expenses related to short term taxes payable, $0.5 million increase in accounts receivable, and $0.1 million increase in prepaid expenses and other current assets. In addition, cash provided by operations included $2.8 million decrease in inventory and $0.8 million increase in deferred revenue.

For the year ended December 31, 2025, cash used in investing activities was $0.5 million which included $0.4 million for the purchase of equipment to increase the throughput in our facilities and $0.1 million for the funding of patent costs. For the year ended December 31, 2024, cash used in investing activities was $4.1 million which included $2.7 million cash for payment of deferred consideration in connection with the acquisition of Amiga, $0.8 million for the purchase of equipment to increase the throughput in our facilities and $0.5 million cash for the acquisition of Telcom, net of cash acquired.

For the year ended December 31, 2025, cash generated by our financing activities was $7.5 million which included $7.8 million proceeds from the sale of common stock under our at-the-market (ATM) facility. For the year ended December 31, 2024, cash generated by our financing activities was $1.2 million which included $0.8 million proceeds from public warrant exercises, and $0.5 million from the sale of stock under our committed equity facility offset by $0.2 million taxes paid related to net share settlement of equity awards.

Current assets decreased to $21.0 million at December 31, 2025 from $27.1 million at December 31, 2024, primarily due to a $2.5 million decrease in inventory and $3.6 million decrease in cash. Current liabilities decreased to $12.1 million at December 31, 2025 from $13.3 million at December 31, 2024, primarily due to a $3.0 million decrease in accounts payable, $0.2 million decrease in current operating lease liabilities, partially offset by an increase of $0.4 million in accrued expenses, $0.6 million in sales tax payable, and $1.0 million of current deferred revenue. As a result, our working capital decreased to $8.9 million at December 31, 2025 compared to $13.8 million at December 31, 2024.

The Company has continued to invest in sales and marketing initiatives intended to increase revenue and expand market awareness of its products. These efforts which were primarily focused on sales to federal and other government entities contributed to revenue growth of 144% from 2021 to 2022 and 206% from 2022 to 2023. Beginning in 2024 we started seeing a decline in revenue which we believe is primarily attributable to many of our customer targets starting to assume that there would be a change in the political administration and therefore a change in the federal government's appetite for renewable energy. These declines continued in 2024 and after. Although revenues decreased by 43% from 2024 to 2025, the Company believes that its continued investment in sales and marketing has strengthened its market presence and expanded its pipeline of prospective opportunities. As revenues increase, the Company expects fixed overhead costs to be spread across a greater number of units, which may reduce the per-unit cost of production. In addition, the Company has realized material cost reductions from operational synergies, particularly in steel and battery cell sourcing, and expects these improvements to continue. These cost reductions, together with ongoing engineering and manufacturing process improvements, are expected to support improvements in gross margin over time.

The Company may be required to raise capital to fund its operations until it achieves positive cash flow, which is predicated on increasing sales volumes and the continuation of production cost reduction measures. The Company could pursue other equity or debt financing. The proceeds from these offerings are expected to provide working capital to fund business operations and the development of new products. Management cannot currently predict when or if it will achieve positive cash flow. There is no guarantee that profitable operations will be achieved, or that additional capital or debt financing will be available on a timely basis, on favorable terms, or at all, and such funding, if raised, may not be sufficient to meet our obligations or enable us to continue to implement our long-term business strategy. In addition, obtaining additional funding or entering into other strategic transactions could result in significant dilution to our stockholders. The proceeds from these offerings are expected to provide working capital to fund business operations and the development of new products. Management cannot currently predict when or if it will achieve positive cash flow.

On March 22, 2023, the Company entered into a Supply Chain Line of Credit with OCI Limited ("OCI") for a five-year term, whereby OCI may provide a supply chain line of credit in the amount of up to $100 million based on the amounts of approved accounts receivable of the Company (the "Credit Facility"). In order to request a drawdown on the Credit Facility, the Company is required to submit a transaction request to OCI which sets forth the terms of the applicable account receivables, including but not limited to the name of the party responsible for the applicable account receivables (the "Obligor"), the terms of repayment and the amount of such receivables. The Company has no obligation to submit a drawdown request and OCI is not obligated to accept any drawdown request from the Company. In the event OCI accepts a drawdown request of the Company and upon satisfaction of certain conditions required by OCI to issue the drawdown, OCI will disburse funds to the Company for such drawdown in an amount equal to the full value of the applicable account receivables assigned to OCI minus any transaction expenses incurred by OCI and the full amount of interest to be incurred for such receivables over the term of the drawdown. The Company will pay interest on any drawdown at the Secured Overnight Financing Rate +300 basis points. Upon the disbursement of funds to the Company for a drawdown, the Company will assign all rights to such account receivables of the Obligor to OCI. The Company will act as collection agent on any account receivable assigned to OCI and agrees to establish a designated bank account for the purpose of collecting payment on any applicable account receivable that are assigned to OCI. In the event (i) the Company is in material breach of the Credit Facility, (ii) the Company or the Obligor is insolvent or is subject to reorganization or liquidation, or (iii) any dispute related to an agreement with an Obligor or non-payment by an Obligor, OCI has the right to exercise any contractual rights it may have against Obligor, increase the interest rate to the agreed upon default interest rate, and demand immediate repayment by the Company for the outstanding amounts owed under such account receivables. The Company has also agreed to indemnify OCI for any losses incurred by OCI in connection with the Credit Facility. Either party may terminate the Credit Facility at any time by providing fifteen (15) days prior written notice to the other party. To date, Beam Global has not drawn on this line of credit.

Management believes that evolution in the operations of the Company may allow it to execute its strategic plan and enable it to experience profitable growth in the future. This evolution is anticipated to include the following continual steps: addition of sales personnel and independent sales channels, reductions in direct costs due to engineering and manufacturing improvements, continued management of overhead costs, increased overhead absorption resulting from volume growth, process improvements and vendor negotiations leading to cost reductions, increased public awareness of the Company and its products, and the continued acceleration of average sales cycle opportunities. Management believes that these steps, if successful, may enable the Company to generate sufficient revenue to continue operations. There is no assurance, however, as to if or when the Company will be able to achieve those operating objectives.

PART III

The following table sets forth information about our directors and executive officers as of December 31, 2025:

Below is a summary of the business experience of each of our executive officers and directors:

Desmond Wheatley has served as our president and secretary since September 2010. Mr. Wheatley was appointed chief executive officer and director in August 2011, and he became the chair of our board of directors in December 2016. He is an inventor of the EV ARC™, BeamTrak™, BeamFlight™, BeamSpot™ and several other patented inventions which differentiate our products. Mr. Wheatley has two decades of senior international management experience in technology systems integration, energy management, communications and renewable energy. Prior to joining Beam Global, Mr. Wheatley was a founding partner in the international consulting practice Crichton Hill LLC in 2009 and he was chief executive officer of iAxis FZ LLC, a Dubai-based alternative energy and technology systems integration company from 2007 to 2009. From 2000 to 2007, Mr. Wheatley held a variety of senior management positions at San Diego-based Kratos Defense and Security Solutions, formerly known as Wireless Facilities, with the last five years as president of ENS (Enterprise Network Solutions, a division of Wireless Facilities Inc (NASDAQ: WFII now KTOS)), then the largest independent security and energy management systems integrator in the U.S. Prior to forming ENS in 2002, Mr. Wheatley held senior management positions in the cellular and broadband wireless industries, deploying infrastructure and lobbying in Washington DC on behalf of major wireless service providers. Mr. Wheatley's teams led turnkey deployments of thousands of cellular sites and designed and deployed broadband wireless networks in many MTAs across the U.S. Mr. Wheatley has founded, funded, and operated four profitable start-up companies and was previously engaged in merger and acquisition activities. Mr. Wheatley evaluated acquisition opportunities, conducted due diligence and raised commitments of $500 million in debt and equity.

Lisa Potok has served as our chief financial officer since December 2023. Ms. Potok served as chief financial officer, treasurer, and secretary of Nice North America LLC from 2022 to 2023. Prior to that, Ms. Potok held positions as the vice president of global finance, investor relations and M&A for Newegg Inc. (NASDAQ: NEGG) during 2021, vice president of global finance at Club Demonstration Services, (NASDAQ: ADV) from 2019 to 2020, a product demonstration company, and vice president of finance/divisional chief financial officer at FTD, Inc.'s Provide Commerce division (NASDAQ: FTD) from 2016 to 2019. Ms. Potok is a CPA and holds a Bachelor of Arts in Accounting from Hillsdale College, and a Master of Business Administration from The Paul Merage School of Business at the University of California, Irvine.

Anthony Posawatz has served as a director of the Company since February 2016. He currently serves as our lead director and is a member of the Audit, Compensation, Nominating and Governance and Equity Oversight Committees. Mr. Posawatz has been an automotive industry professional for over 40 years and over 30 years in an executive capacity. He currently serves as CEO of Fermata Energy and of his consulting advisory firm, Invictus iCAR LLC. He has previously served as the president, chief executive officer, and a director of Fisker Automotive from August 2012 to August 2013. Mr. Posawatz worked for General Motors ("GM") for more than 30 years. As GM's vehicle line director for the Chevrolet Volt and key leader of global electric vehicle development, he was responsible for bringing the Chevrolet Volt from concept to production launch in 2010. He currently serves on the boards of Zapp EV (NASDAQ: ZAPP), Nanoramic Laboratories and Fermata Energy. Mr. Posawatz is a licensed professional engineer (P. E.) in Michigan and was both a General Motors Undergraduate Scholar at Wayne State University where he earned a Bachelor of Science degree in Mechanical Engineering, and a Graduate Fellow at Dartmouth College, Tuck School of Business where he earned a Master of Business Administration degree.

Judy Krandel has served as director of the Company since December 2023. She currently serves on our Audit, Compensation, Nominating and Governance and Equity Oversight Committees. Mrs. Krandel currently serves as the CFO of Nephros, Inc (NASDAQ: NEPH). since November 2023. Mrs. Krandel served as the Chief Financial Officer of Recruiter.com Group, Inc. (NASDAQ: RCRT) from June 2020 to September 2023. From November 2016 until December 2019, she served as Chief Financial Officer, and then Senior Business Development Consultant for PeerStream, Inc. From March 2012 until November 2016, Mrs. Krandel was the Portfolio Manager for Juniper Investment Company, a small-cap hedge fund. Mrs. Krandel spent the early part of her career as an equity analyst and portfolio manager focusing on small-cap public equities. In the past, she had served on the board of directors of Lincoln First Bancorp, Snap Interactive (NASDAQ: PALT) and Cynergistek in the digital media and healthcare cybersecurity industries. She is a graduate of the Wharton School of Business of the University of Pennsylvania with a degree in finance and the Booth School of Business of the University of Chicago with an MBA in finance and accounting.

George Syllantavos has served as director of the Company since December 2023. He currently serves on our Audit, Compensation, Nominating and Governance and Equity Oversight Committees. Mr. Syllantavos has served as the Founder, Co-CEO and CFO of Stellar V Capital Inc. since September 2022. Mr. Syllantavos is a Non-Executive Director of SevenSeas Investment Fund since March 2019, Founder and Managing Director of Nautilus Energy Management since February 2013. Previously, Mr. Syllantavos was the Founder, co-CEO and CFO of Growth Capital Acquisition Corp. (NASDAQ: GCAC) from May 2020 to February 2022, served as a board member and the Chair of the audit committee of ITHAX Acquisition Corp. (NASDAQ: ITHX) from February 2021 to July 2022 and served as a board member of Phunware Inc. (NASDAQ: PHUN) from December 2018 to December 2021. Mr. Syllantavos holds a bachelor's degree in industrial engineering from Roosevelt University in Chicago, IL and a Master of Business Administration in Operations Management, International Finance and Transportation Management from the Kellogg Graduate School at Northwestern University, in Evanston, IL.

Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Director Experience, Qualifications, Attributes and Skills

We believe that the backgrounds and qualifications of our directors, considered as a group, provide a broad mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. We believe that our Board is composed of a group of leaders in their respective fields. All of the current directors have executive experience at public companies, as well as experience serving on other companies' boards, which provides an understanding of different business processes, challenges and strategies facing other companies. Further, our directors also have other experiences that make them valuable members and provide insight into issues relevant to the Company.

The following highlights the specific experience, qualification, attributes and skills of our individual Board members, or nominees for the Board, that have led our Nominating and Governance Committee and the Board to conclude that these individuals are qualified to serve on our Board

Mr. Wheatley provides leadership and industry experience to the Board of Directors gained by being our chief executive officer since August 2011 and president since September 2010. Mr. Wheatley has held numerous executive positions in international organizations including five years as president of a publicly traded technology and energy management company. Mr. Wheatley was the founding member of an international consulting company with expertise in the renewable and energy sectors. He has held various executive level positions in multiple infrastructure deployment companies and has been involved in energy management and renewables since 2002. Mr. Wheatley also provides the Board of Directors with significant corporate finance experience.

Mr. Posawatz provides leadership and industry experience to the Board of Directors gained by being the chief executive officer of several companies and leading the development of several electric vehicle products including GM's Chevrolet Volt.

Mrs. Krandel provides leadership and industry experience to the Board of Directors gained by executive level and board of director positions at other NASDAQ companies. Mrs. Krandel's experience in investment management provides the company with additional expertise in capital markets and investor relations.

Mr. Syllantavos provides leadership and industry experience to the Board of Directors gained by serving as a chief executive officer and chief financial officer of a number of public and private companies in the fields of transportation, logistics, infrastructure and technology. Mr. Syllantavos also brings experience in transactions and mergers and acquisitions through his service in such executive positions and also contributes his corporate governance experience pursuant to his service on the Board of a number of public companies.

Director Independence

Our Board of Directors currently consists of four directors. Three of our directors are "independent" as defined in Nasdaq Listing Rule 5605(a)(2). In accordance with the standards of the NASDAQ Capital Market, these directors are considered "independent" because they are not employees or executive officers of the Company and have not been paid more than $120,000 of compensation by the Company, other than for their service as members of our Board of Directors, in any consecutive 12-month period during the past three years. Furthermore, they have no family members being paid compensation by the Company, and they do not serve as directors or officers of any companies that conduct business with the Company as outside vendors or service providers. We plan to appoint additional independent directors to our board of directors in the future.

Board Committees

Our Board of Directors currently has an audit committee, a compensation committee, a nominating and governance committee and an equity oversight committee. The composition and responsibilities of each of the committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee. The Audit Committee of the Board of Directors currently consists of three independent directors of which at least one, the Chairman of the Audit Committee, qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Judy Krandel is the Chairman of the Audit Committee and our Audit Committee financial expert, and George Syllantavos and Anthony Posawatz are the other members of the Audit Committee. The Audit Committee's duties are to recommend to our Board of Directors the engagement of an independent registered public accounting firm to audit our consolidated financial statements and to review our accounting and auditing principles. The Audit Committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by any internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The Audit Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of consolidated financial statements and generally accepted accounting principles. The charter of the Audit Committee is available on our website at www.beamforall.com.

Compensation Committee. The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers and recommends to the Board stock option grants for our executive officers. George Syllantavos is the Chairman of the Compensation Committee, and Anthony Posawatz and Judy Krandel are the other directors who are members of the Compensation Committee. Each of the members is independent under NASDAQ's independence standards for compensation committee members. Our chief executive officer often makes recommendations to the Compensation Committee and the Board concerning the compensation of other executive officers. The Compensation Committee seeks input on certain compensation policies from the chief executive officer. The charter of the Compensation Committee is available on our website at www.beamforall.com.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company and the nomination of members of the Board and committees thereof. Anthony Posawatz is the Chairman of the Nominating and Governance Committee, and George Syllantavos and Judy Krandel are the other director members of the Committee. Each of the members is independent under NASDAQ's independence standards. The charter of the Nominating and Governance Committee is available on our website at www.beamforall.com.

Equity Oversight Committee. The Equity Oversight Committee is responsible for matters related to the offering of securities of the Company. Anthony Posawatz, George Syllantavos, and Judy Krandel are members of the Equity Oversight Committee.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. A copy of our Code of Business Conduct and Ethics is available in the Investor Relations section of our website at beamforall.com under "Governance Documents."

Board Leadership Structure

The Board has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee. The Board believes it is appropriate to retain discretion and flexibility to make these determinations from time to time as needed to provide appropriate leadership for the Company. At this time, the Board believes that a combined role of Chairman of the Board and Chief Executive Officer, along with Board committees that are chaired by independent directors is the appropriate leadership structure for the Company at this time. The combined role fosters open communication between the Board and management team, provides both groups with unified leadership and promotes efficient development and execution of the Company's strategic plan. The board appointed Anthony Posawatz as its lead independent director on April 16, 2021.

The independent directors meet as frequently as they desire, but at least once per year, in an executive session.

Board's Role in Risk Oversight

In addition to the responsibilities performed by our audit committee, the Board of Directors plays an active role in overseeing management of the Company's risks. The Board of Directors focuses on the most significant operational risks facing our Company related to our business, assets, and liabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk. Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate for the Company and the achievement of its business objectives and strategies. The Board of Directors recognizes that risk management and oversight comprise a dynamic and continuous process and therefore reviews the Company's risk model and process periodically. The Board of Directors performs these tasks both in collaboration with and independently of the audit committee and Company management.

Non-Employee Director Compensation

The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2025, Mr. Wheatley, our current President and Chief Executive Officer, was an employee. Compensation for Mr. Wheatley is discussed in "Executive Compensation."

Non-Employee Director Compensation Policy

Cash Compensation

Each non-employee director received a quarterly cash retainer of $15,000 for serving on our Board of Directors. The retainer is payable in arrears, subject to such director's continued service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter. In addition, each non-employee director receives an additional amount based on the committee position held per quarter as follows: (i) $10,000 lead director (ii) $5,000 audit chair (iii) $3,750 compensation chair and (iv) $2,500 nominating and governance chair.

All directors are reimbursed for reasonable expenses incurred in connection with attendance at board or committee meetings.

Equity Compensation

In January of each year, each non-employee director is granted a certain number of shares of restricted common stock equal to $125,000 divided by the average daily closing price of our common stock for the preceding month and rounded up to the nearest 100. The restricted common stock vests quarterly in four (4) equal installments.

Insider Trading Policy

We have adopted an Insider Trading Policy (the "Insider Trading Policy") containing policies and procedures governing the purchase, sale and/or other dispositions of our securities by Company Insiders (including officers and directors as well as certain other employees identified pursuant to the Insider Trading Policy), or by us. Such policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy is filed as an Exhibit to our annual report on Form 10-K. In addition, it is our practice to comply with applicable laws and regulations relating to insider trading.

Hedging Policy

Our Insider Trading Policy prohibits all of our directors, officers and employees, and any other person subject to the policy, from engaging in short sales of our securities or similar transactions. Our Insider Trading Policy strongly discourages our directors and executive officers from engaging in hedging transactions involving our securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, which may be designed to hedge or offset any decrease in the market value of our securities. Any director or executive officer who wishes to enter into a hedging transaction must first submit the proposed transaction to our Insider Trading Compliance Officer for approval at least two weeks before the proposed execution of the transaction, together with a justification for the proposed transaction. Other than the prohibition on short sales, our Insider Trading Policy does not restrict hedging transactions by employees who are not directors or executive officers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe, except as set forth below, that all reports for the Company's officers and directors that were required to be filed under Section 16 of the Exchange Act were timely filed in 2025.

The following table sets forth all compensation awarded, earned or paid for services rendered in all capacities to the Company during the years ended December 31, 2025 and 2024 to (i) each person who served as the Company's chief executive officer during fiscal 2025, (ii) the two most highly compensated officers other than the chief executive officer who were serving as executive officers at the end of fiscal 2025 and whose total compensation for such year exceeded $100,000, and (iii) up to two additional individuals for whom disclosures would have been provided in this table but for the fact that such persons were not serving as executive officers as of the end of 2025 (the "Named Executive Officers").

Executive Employment Arrangements

Desmond Wheatley. On April 7, 2026, the Company entered into an Amended and Restated Employment Agreement (the "Employment Agreement") with Desmond Wheatley, the Company's president and Chief Executive Officer, to amend and restate Mr. Wheatley's prior employment agreement. The Employment Agreement is on substantially the same terms and conditions as Mr. Wheatley's prior employment agreement, which was entered into as of January 1, 2016, and amended and restated on February 9, 2021. The Employment Agreement extends the term of Mr. Wheatley's employment to December 31, 2028 and reflects Mr. Wheatley's current annual cash compensation of $400,000 and his current target bonus of 100% of his annual cash compensation.

On November 10, 2022, the Board approved a stock grant to Mr. Wheatley under the Company's 2021 Equity Incentive Plan, consisting of (i) a one-time grant of 142,500 restricted stock units ("RSUs") and (ii) a target number of 142,500 performance restricted stock units ("PRSUs") to further incentivize and align Mr. Wheatley's interest with the Company. For the RSUs, 50% vested upon the grant date, 25% vested on February 1, 2024 and 25% vested on February 1, 2025. The PRSUs were tied to three-year revenue and gross margin goals for the company and vested upon determination of performance by the Compensation Committee. The number of shares issued under the PRSUs was determined based on the achievement of performance metrics specific to the Company that were measured at the end of fiscal year 2024. The fair value of both the RSUs and PRSUs were based on the stock price of $13.05 per share on the date of grant. The PRSUs were further reviewed to determine estimated performance over the term and then a factor was applied ranging from 0% to 150% of the grant date fair value. As of December 31, 2024, the PRSUs vested at the "maximum" three-year cumulative revenue payout of 150% and the "threshold" three-year average gross margin of 75%, resulting in the issuance of an additional 44,531 shares of common stock for a total of 187,031 shares granted under the PRSU.

On June 4, 2025, the Compensation Committee recommended, and the Board of Directors approved, a one-time award to Mr. Wheatley of 870,000 shares of the Company's common stock under the Company's 2021 Equity Incentive Plan. The award was granted as bonus compensation in recognition of Mr. Wheatley's performance during the fiscal years ended December 31, 2023 and 2024 and in connection with the Company's completed acquisitions of All Cell Technologies, LLC, Amiga DOO Kraljevo and Telcom d.o.o. Beograd.

Lisa Potok. Ms. Potok, the Company's Chief Financial Officer, and the Company agreed to an offer letter dated November 10, 2023, whereby the Company agreed to pay Ms. Potok an annual salary of $310,000 per year. Ms. Potok is eligible for an annual bonus up to 50% of her base salary subject to performance metrics established by the Company. Upon Ms. Potok's appointment as its Chief Financial Officer, the Company also granted Ms. Potok an option to purchase up to 75,000 shares of the Company's common stock at an exercise price equal to $5.50 which vests over a four-year period.

Mark Myers. Mr. Myers, the Company's Chief Operations Officer, and the Company agreed to an offer letter dated December 19, 2023, whereby the Company agreed to pay Mr. Myers an annual salary of $250,000 per year. Mr. Myers is eligible for an annual bonus up to 50% of his base salary subject to performance metrics established by the Company. Upon Mr. Myers's appointment as its Chief Operating Officer, the Company also granted Mr. Myers an option to purchase up to 50,000 shares of the Company's common stock at an exercise price equal to $5.90 which vests over a four-year period. Mr. Myers resigned from the Company as of October 29, 2025.

Severance and Change in Control Agreements

Mr. Wheatley's employment agreement with the Company provides for a payment in an amount equal to four times his annual compensation if he is terminated for reasons other than mutual agreement, his death, his breach or other cause, or upon his disability, as defined in the agreement.

On February 9, 2021, the Board adopted a Change in Control Severance Benefit Plan. The Plan provides severance benefits to eligible participants upon selected terminations of service in connection with a change of control of the Company. The Plan provides that upon termination of service of a participant by voluntary resignation of employment by the participant for good reason (which good reason occurred within the three (3) months prior to or twelve (12) months following the effective date of a change of control), or by the Company without cause, and the satisfaction of certain other requirements, the participant may receive certain (i) cash severance payments; (ii) bonus severance payments; (iii) health insurance premium payments; or (iv) acceleration of vesting of outstanding options or other equity awards as provided in the Plan. The Company's Chief Financial Officer, Lisa Potok, is a participant under the Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding stock options held by our named executive officers as of December 31, 2025.

Option Awards

Equity Benefit and Stock Plans

Stock Incentive Plan

On August 10, 2011, in order to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success, the Company adopted the 2011 Stock Incentive Plan (the "2011 Plan"), pursuant to which 600,000 shares plus annual increases as provided in the 2011 Plan for a total of 630,000 shares as of December 31, 2019, were reserved for issuance as awards to employees, directors, consultants and other service providers. Under the 2011 Plan, we were authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified stock options. The 2011 Plan was administered by our Board of Directors until such time as such authority has been delegated to a committee of the Board of Directors. The 2011 Plan was ratified by our shareholders in 2012 and expired in 2021.

On June 9, 2021, the Company's stockholders approved the Beam Global 2021 Equity Incentive Plan (the "2021 Plan") under which 2,000,000 shares of the Company's common stock are reserved to be issued pursuant to the exercise of stock options or other awards granted under such plan in addition to the 630,000 shares previously reserved under the Beam Global 2011 Stock Incentive Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to 5% of the aggregate number of outstanding shares of the Company's common stock as of the preceding December 31, or a lesser number as may be determined by our board of directors or compensation committee.

We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Equity awards are discretionary, and our Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Incentive Plan Awards

From January 1, 2025 through December 31, 2025, the Company granted a total of 224,500 stock options under the 2021 Plan, which were granted to 58 of its employees.

The following table sets forth certain information regarding our 2011 and 2021 Plans as of December 31, 2025:

Limitation of Liability and Indemnification Matters

Under Nevada General Corporation Law and our articles of incorporation, our directors and officers will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director or officer of his "duty of care." This provision does not eliminate or limit the liability of a director or officer for (i) acts or omissions that involve intentional misconduct or a knowing violation of law or (ii) the payment of a dividend in violation of Section 78.300 of the Nevada Revised Statutes. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

The effect of this provision in our articles of incorporation is to eliminate the rights of Beam Global and our stockholders (through stockholder's derivative suits on behalf of Beam Global) to recover monetary damages against a director or officer for breach of his fiduciary duty of care (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) and (ii) above. This provision does not limit or eliminate the rights of Beam Global or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's or officer's duty of care. Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law. Our bylaws provide for indemnification of such persons to the full extent allowable under applicable law. These provisions will not alter the liability of the directors under federal securities laws.

We intend to enter into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. These agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Beam Global, arising out of such person's services as a director or officer of Beam Global, any subsidiary of Beam Global or any other company or enterprise to which the person provides services at the request of Beam Global. We believe that these provisions and agreements are necessary to attract and retain qualified directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Beam Global pursuant to the foregoing provisions, Beam Global has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

PART IV

Part IV of the Original Form 10-K is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 1 to Annual Report on Form 10-K/A.

Exhibits:

The following exhibits are included with this filing:

SIGNATURES

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