UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2023 or
	For the fiscal year ended December 31, 2024 or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-09587

ELECTRO-SENSORS, INC.

(Exact name of registrant as specified in its charter)

Minnesota		41-0943459
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6111 Blue Circle Drive Minnetonka, Minnesota 55343-9108
(Address of principal executive offices, including zip code)

(952) 930-0100
(Registrant’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ELSE	Nasdaq Capital Market

Securities registered under Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer ☐
Non-accelerated filer	☒	Smaller reporting company ☒
		Emerging growth company ☐

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates (persons other than officers, directors, or holders of more than 5% of the outstanding stock) of the registrant was approximately $56,~~400~~500,000 based upon the closing price of its common stock as reported on The Nasdaq Stock Market® on June 3028, ~~2023~~2024.

The number of shares outstanding of the registrant’s Common Stock, $0.10 par value, on March 1918, ~~2024~~2025 was 3,~~428~~449,021.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information called for by Part III of this Form 10-K is incorporated by reference from the registrant’s Definitive Proxy Statement, which will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.

ELECTRO-SENSORS, INC. Form 10-K for the Year Ended December 31, ~~2023~~2024

TABLE OF CONTENTS PART I 4 Item 1. Business 4 Item 1A. Risk Factors 11 Item 1B. Unresolved Staff Comments 11 Item 1C. Cybersecurity 11 Item 2. Properties 12 Item 3. Legal Proceedings 12 Item 4. Mine Safety Disclosures 12 PART II 12 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12 Item 6. [Reserved] 12 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 1817 Item 8. Financial Statements and Supplementary Data 1918 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 4138 Item 9A Controls and Procedures 4138 Item 9B. Other Information 4239 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 4239 PART III 4340 Item 10. Directors, Executive Officers and Corporate Governance 4340 Item 11. Executive Compensation 4340 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 4340 Item 13. Certain Relationships and Related Transactions, and Director Independence 4441 Item 14. Principal Accountant Fees and Services 4441 PART IV 4542 Item 15. Exhibits and Financial Statement Schedules 4542 Item 16. Form 10-K - Summary 4643 SIGNATURES 4744

PART I

Item 1. Business.

Introduction

Electro-Sensors, Inc. (“we,” “us,” “our,” the “Company” or “ESI”) manufactures and sells industrial production monitoring and process control systems.

In addition, we may periodically make strategic investments in other businesses and companies, including investments that we believe would facilitate the development of technology complementary to our existing products or investments that we believe present good opportunities for the Company and its shareholders.

ESI was incorporated in Minnesota in July 1968. Our executive offices are located at 6111 Blue Circle Drive, Minnetonka, Minnesota, 55343-9108. Our telephone number is (952) 930-0100.

Products

We manufacture a complete line of monitoring and control systems for a wide range of industrial machine applications. The systems measure machine production and operation rates, as well as regulate the speed of related machines in production processes.

Our goal is to develop meaningful annual updates to our ~~standard~~ products.

We have a sales agreement with Motrona GmbH, a German control and interface devices manufacturer, under which we have the right to distribute Motrona products in the United States. These products interface with our products on various applications for motion monitoring.

Speed Monitoring Systems

Our speed monitoring systems compare revolutions per minute or speed against acceptable rates as determined by our customers. These systems vary in complexity, from simple systems that detect slow-downs or stoppages, to sophisticated systems that warn of deviations from precise tolerances and that permit various subsidiary operations to be determined through monitoring shaft speed.

Our speed monitoring systems also include a line of products that measure production counts or rates, such as number of parts, gallons per minute, or board feet. These speed monitoring systems include alarm systems, tachometers, and other devices that translate impulses from the sensors into alarm signals utilized by our customers.

We have several products used in drive control systems that regulate the speed of motors on related machines in a production sequence to ensure that the performances of various operations are coordinated. The products consist of a line of digital control products for motors that require a complete closed loop PID (Proportional Integral Derivative) control. The closed loop controllers coordinate production speed among process motors and reduce waste.

Temperature Application Products

Our main temperature applications include bearing, gear box, and motor temperature monitoring sensors. These sensors alert an operator when the temperature exceeds or is less than a specified temperature.

Position Application Products

We also offer production monitoring devices that include a belt alignment and slide gate position monitor. The belt alignment monitor is used to determine if a belt is tracking correctly. The slide gate position monitor is used in plant operations to provide feedback of the position of a slide gate.

Vibration Monitoring Products

Our vibration monitors alert operators when the vibration of a machine in a production system exceeds or is less than a specified level.

Tilt Switches

A tilt switch is designed to alert the operator when a storage bin or production system reaches a certain capacity.

Hazard Monitoring Systems

Electro-Sentry We offer the Electro-Sentry 1^TM and Electro-Sentry 16^TM hazard monitoring systems, which integrate our sensors for monitoring temperature, belt alignment, and shaft speed with programmable control logic to create a complete hazard monitoring system. These systems enable our customers to locate which part of their material handling system is operating incorrectly, typically in less than ten seconds.

HazardPROTM We market our wireless hazard technology monitoring system under the ~~HazardPRO product~~HazardPROproduct name. This integrated hazard monitoring system captures and displays key information in an intuitive format allowing the user to quickly and comprehensively understand the status and history of the user's processes. The simple but powerful interface provides insight into a customer's internal operations as they strive to maximize safety and facility runtime, while minimizing costs associated with unscheduled maintenance and unplanned downtime. The HazardPRO system has been approved for use in hazardous dust environments by a third-party nationally recognized testing laboratory.

The HazardPRO site system manager software efficiently collects data from all sensors in a customer's monitoring system, with effective wireless monitoring across a widely dispersed area. WeThis ~~have~~product ~~also added~~line includes a complete antenna pair mounting system ~~to the product line~~ for easy and accurate customer installation.

We expect to continue to expend resources to develop new products and to market new and existing products for use in a wide variety of monitoring applications.

Our corporate website, www.electro-sensors.com, provides significant product application information for our existing and prospective customers and our sales partners. Information on our website is not incorporated by reference herein and is not a part of this Form 10-K.

Marketing and Distribution

We sell our products primarily through both our internal sales team and a number of manufacturer’s representatives and distributors, both nationally and internationally. In ~~2023~~2024, we had international sales through distributors in the following countries; Canada, Mexico, Brazil, Chile, Peru, Columbia, United Kingdom, Germany, Ukraine, Egypt, United Arab Emirates, South Africa, India, Australia, China, the Republic of Korea, Vietnam, Malaysia, Philippines, Thailand, and Singapore. Sales to customers outside the United States represented approximately 1012% of revenues in ~~2023~~2024. We sell our products under the Electro-Sensors, Inc. brand as a range of products from simple sensors to complex integrated monitoring systems. Our customers operate in a wide range of industries, including grain/feed/milling, bulk materials, manufacturing, food products, ethanol, power generation, and other processing industries.

We continue to explore new industries and applications within the industries we serve to expand sales and may also consider acquiring compatible businesses or product lines as part of our growth strategy. In addition, we may make strategic investments that we believe present good opportunities for the Company and its shareholders.

In addition to enhanced operational safety, we believe that a wide variety of organizations could achieve significant savings in both time and materials by adding production monitoring and drive control technology to existing processes to coordinate the operation of related machines and help prevent costly downtime. We sell our products into both the “retro-fit” market and into new manufacturing or processing systems.

We advertise in national industrial periodicals that cover a range of industries and attend several local, national and international industry tradeshows throughout the year. We also use our corporate website and other related industry websites for advertising and marketing purposes.

Competition

We face substantial competition in the sale of our production monitoring sensors and systems from a broad range of industrial and commercial businesses. Among our competitors are 4B Components Ltd., Maxi-Tronic, Inc., Siemens Corporation, and Ag Growth International Inc. (AGI). We believe our competitive advantages include our products' superior design and quality, and ~~the fact~~ that ~~we sell~~ our products are sold as ready-to-install units that can be used in a wide range of applications. Our major challenges include the fact that several of our competitors are larger, may have better established names, have a broader range of sensing instruments, and have larger sales forces and capital resources.

Suppliers

We purchase parts and materials for our systems from various manufacturers and distributors. In some instances, these materials are manufactured in accordance with our proprietary designs. Multiple sources of these parts and materials are generally available, and we typically do not depend on any single source for these supplies and materials. InWhile ~~2023,~~ we ~~continued~~believe tothat ~~experience disruptions in~~ our supply chain, ~~resulting~~began into ~~difficulty~~stabilize ~~sourcing~~this ~~parts~~year, ~~and~~we ~~increased~~occasionally ~~costs~~experience unexpected onprice ~~parts~~increases and ~~materials~~delivery delays. In To ~~some~~meet ~~situations~~these challenges, we ~~have~~seek ~~and~~additional ~~are~~sources ~~modifying~~for components and modify product designs to accommodate new components that are more readily available orat ~~have a lower cost~~competitive prices. There is no guarantee that we ~~have and~~ will continue to be successful in ~~updating~~modifying these designs and sourcing alternative components and material. WeAs ~~may~~a ~~also~~result, ~~continue~~we tocould experience ~~transportation~~significant ~~and freight availability~~ delays, ~~which~~in ~~may~~receiving ~~make~~certain ~~it difficult to have materials and~~ components ~~shipped~~needed to usmake ortimely ~~our~~customer ~~products~~deliveries, ~~shipped~~as towell ~~customers,~~as inincreased acosts ~~timely~~that ~~and~~erode ~~cost-effective~~gross ~~manner~~margins. We continue to closely monitor lead times and availability of components. We are continually assessing our inventory levels and may take actions as necessary to minimize disruptions to our supply chain such as maintaining larger levels of inventories than we have in the past, but these actions may not be successful if significant disruptions occur.

Customers

We do not depend upon a single or a few customers for 10% or more portion of our sales.

Patents, Trademarks and Licenses

The Company relies on a combination of patent, trademark, and trade secret laws to establish proprietary right in its products.

We have registered the name “Electro-Sensors” as a trademark with the U.S. Patent and Trademark Office (“USPTO”), Reg. No. 1,142,310. We believe this trademark has been and will continue to be useful in developing and protecting market recognition for our products. We established the HazardPRO trademark ~~in the first quarter of~~ during 2014 and intend to register this trademark.

We hold six patents relating to our production monitoring systems. We believe strongly in protecting our intellectual property and have a long history of obtaining patents, when available, in connection with our research and product development programs. We also rely upon trade secrets and proprietary know-how.

We seek to protect our trade secrets and proprietary intellectual property, including know-how, in part, through confidentiality agreements with employees, consultants, and other parties. However, we cannot ensure these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by competitors.

Seasonality

Generally, the Company experiences seasonality in the sale of its products with the second and third calendar quarters historically the strongest.

Business Development Activities

We continue to seek growth opportunities, both internally through our existing portfolio of products, technologies and markets, as well as externally through technology partnerships or related-product or business acquisitions. In addition, we may make strategic or other investments that we believe present opportunities for the Company and its shareholders. OnThe ~~June 13, 2022 we announced that we had entered into a merger agreement with Mobile X Global, Inc. On January 30, 2023, we announced that the merger agreement had been terminated and that the~~ Company's Board of Directors ~~had~~has established a special committee and continues to explore ~~and pursue~~ business development and other strategic alternatives.

Governmental Approvals

Although we are not required to obtain governmental approval of our products, we choose to obtain certain third-party certifications to meet ~~our~~customer ~~customers’~~ needs. ~~These~~and ~~certifications~~ may expand ~~our~~ market opportunities in certain industries.

Effect of Governmental Regulations

We do not believe that any existing or proposed governmental regulations will have a material effect on our business.

Research and Development

We invest in research and development programs to develop new products and to integrate state-of-the-art technology into our existing products. We undertake development projects based upon the identified specific needs of the markets we serve. Our "Management's Discussion and Analysis of Financial Condition and Results of Operations” section further describes our research and development expenditures.

Our future success depends in part upon our ability to develop new products in our varying segments. Difficulties or delays in our ability to develop, produce, test, market, and deliver new products could have a material adverse effect on future sales growth.

Compliance with Environmental Laws

Compliance with federal, state and local environmental laws has only a nominal effect on current or anticipated capital expenditures and has had no material effect on earnings or on our competitive position.

Human Capital

As of December 31, ~~2023~~2024, the Company had 3540 employees, all of whom are full-time and based in the United States. We consider our relations with our employees to be good. None of our employees are currently represented by a labor union.

The Company views its employees and culture as keys to its success. The Company aims to attract and retain qualified personnel and provides wages and benefits that are competitive locally to reward employees for performance. The Company values innovation, inclusion and diversity, safety, and engagement as we believe these are keys to attract, develop, and retain the best talent.

The health and safety of our employees is our top priority. We believe the Company has generally been successful implementing appropriate measures to protect ~~the~~employee health and safety ~~of its employees~~ while maintaining business continuity and high levels of service to our customers.

Our ability to maintain a competitive position and to continue to develop and market new products depends, in part, on our ability to retain key employees and qualified personnel. If we are unable to retain our key employees, or recruit and train others, our product development, marketing and sales could be adversely affected.

Fluctuations in Operating Results

We have experienced fluctuations in our historical operating results and expect to experience fluctuations in the future. These fluctuations may affect the market price of our common stock. Sales can fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include: product competition and acceptance, timing of customer orders, cancellation of orders, the mix of products sold, supply chain disruptions, downturns in the markets we serve, geopolitical events, and economic disruptions such as weather-related events. In addition, we have experienced and may continue to experience increased costs for materials and labor which may impact our profitability. Because fluctuations may occur, we caution investors that results of our operations for recent periods may not accurately predict how we will perform in the future. We cannot ensure that we will achieve revenue or earnings growth.

Expending Funds for Changes in Industry Standards, Customer Preferences or Technology

Our business depends on our periodically introducing new and enhanced products and solutions ~~for~~to meet customer needs. Our product development efforts require us to commit financial resources, personnel and time, usually in advance of significant market demand for these products. In order to compete, we must anticipate both future demand and the technology available to meet that demand. We cannot ensure that our research and development efforts will lead to new products or product innovations that can be made available to or will be accepted by the market.

Available Information

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act. The Securities and Exchange Commission, or SEC, maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information that we file with the SEC electronically. Copies of our reports on Form 10-K, Forms 10-Q, Forms 8-K, and amendments to those reports may also be obtained, free of charge, electronically through our investor relations website located at https://www.electro-sensors.com/about/investor-info as soon as reasonably practical after we file such material with, or furnish it to, the SEC. Information on our website is not incorporated by reference into this report and should not be considered part of this document.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. We have made, and may continue to make, forward-looking statements with respect to our business and financial matters, including statements contained in this document, other filings with the Securities and Exchange Commission, and reports to shareholders. Forward-looking statements generally include discussion of current expectations or forecasts of future events and can be identified by the use of terminology such as “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “will,” and similar words or expressions. Any statement that does not relate solely to historical fact should be considered forward-looking.

Our forward-looking statements generally relate to our growth strategy, future financial results, product development and sales efforts. We make forward-looking statements throughout this Annual Report, but primarily in this Item 1 and Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations. These include statements relating to our beliefs and expectations and intentions with respect to (i) our growth and profitability, (ii) our marketing and product development, (iii) our ability to continue to obtain parts and materials for our products from various manufacturers and distributors in a timely manner and at reasonable prices, (iv) the value of our intellectual property, (v) our competitive position in the marketplace, (vi) the effect of governmental regulations on our business, (vii) our employee relations, (viii) the adequacy of our facilities, (ix) our intention to develop new products, (x) the possibility of us acquiring compatible businesses or product lines as part of our growth strategy, and (xi) our future cash requirements and use of cash.

Forward-looking statements cannot be guaranteed and our actual results may vary materially due to the uncertainties and risks, known and unknown, associated with these statements, including our ability to successfully develop new products and manage our cash requirements. We undertake no obligation to update any forward-looking statements. We wish to caution investors that the following important factors, among others, in some cases have affected and in the future could affect our actual results of operations and cause these results to differ materially from those anticipated in forward-looking statements made in this document and elsewhere by us or on our behalf. We cannot foresee or identify all factors that could cause actual results to differ from expected or historical results. As such, investors should not consider any list of these factors to be an exhaustive statement of all risks, uncertainties or potentially inaccurate assumptions. These factors include our ability to:

	●	successfully use our cash and liquid assets to develop or acquire new or complementary products or business lines to increase our revenue and profitability;
	●	comply with any new government regulations that may be adopted to require companies to reduce carbon emissions or to disclose their carbon footprint, including the carbon footprint of components to manufacturers;

●

ensure that our operational systems, security systems and infrastructure, as well as those of third-party vendors, remain free from viruses or cyberattacks;

●

quickly and successfully adapt to changing industry technological standards;

●

comply with existing and changing industry regulations;

●

attract and retain key personnel, including senior management;

● offset the effect of inflation on component prices and labor by increasing prices on finished products; ● offset the effect of recently announced tariffs on components by increasing prices on finished products: ● adapt to changing economic conditions and manage downturns or disruptions in the economy in general;

● keep pace with competitors, some of whom are much larger and have substantially greater resources than us; ● respond to geopolitical and macroeconomic events that are beyond our control, such as any downturn in the economy caused by (i) a government shutdown similar to those that have occurred over the past decade, (ii) sovereign monetary policy and the resulting impact on interest rates, or (iii) unrest in the Middle East and the war between Russia and the Ukraine; ● continue to procure components for our products, and maintain a steady and reliable workforce, as described below under "Supply Chain and Labor Dynamics"; and ● the fact that we cannot guarantee that the ~~special~~Business ~~committee~~Development Committee our Board formed in January 2023 to explore and pursue business development and other strategic alternatives will be successful in enhancing shareholder value.

Item 1A. Risk Factors.

This item is not required for smaller reporting companies, but above under “Forward-Looking Statements,” we discuss some of the risk factors that are relevant to our business and operating results.

Item 1B. Unresolved Staff Comments.

None

Item 1C. Cybersecurity.

Electro-Sensors recognizes the critical importance of cybersecurity in safeguarding sensitive information, protecting our stakeholders, and maintaining customer trust. Our approach to managing cybersecurity risks includes implementing and overseeing governance practices and policies, periodic risk assessment, an incident response plan, ongoing training and awareness programs, and a commitment to continuous improvement.

Electro-Sensors’ information security is managed by our President and managers within the ~~company~~Company. They are collectively responsible for cybersecurity strategy, policy, standards, and processes. Our Board of Directors rely on management to bring significant cybersecurity matters impacting the Company to its attention, including with respect to material risks from cybersecurity threats. The Board is informed of cybersecurity matters on a quarterly basis and more often, as required.

A reputable firm for managed IT services provides managed IT services to Electro-Sensors. Services provided include managed device and network monitoring, patch management, security services including endpoint security and firewall management, secure email gateway and antispam, backup and recovery services, and 24/7 managed support. The Company's external network access and email are secured with Multi-Factor Authentication. All access control requests are documented and executed by trained, authorized personnel. Recovery data is kept offsite, and credentials are not kept within the client network. All security solutions managed by the managed service provider send critical alerts to an external ticketing system, and all critical alerts are responded to by trained personnel.

In the event of a cybersecurity incident, we have an incident response plan in place. This plan includes detection, response, and communication with stakeholders. Incident response is supported by appropriate third-party experts to address, assess, and respond to the event. The plan calls for mobilization of a response team including both internal and external resources as well as communication protocols so that event information is shared on a timely basis. We are committed to providing timely and accurate information to our stakeholders in the event of a breach.

As of the date of this report, we are not aware of any breach events or cybersecurity threats that could materially affect or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. However, any future potential risks from cybersecurity threats, including but not limited to exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, or other similar threats may materially affect us, including our execution of business strategy, reputation, results of operations and/or financial condition.

Item 2. Properties.

We own and occupy a 25,400 square foot facility at 6111 Blue Circle Drive, Minnetonka, Minnesota 55343-9108. All our operations are conducted within this facility. The facility is in excellent condition and we continue to maintain and update the facility as necessary. We believe the facility will be adequate for our needs in ~~2024~~2025.

Item 3. Legal Proceedings.

We are not the subject of any material legal proceedings as of the date of this filing and we are not aware of any material threatened litigation.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock trades on the Nasdaq Capital Market of The Nasdaq Stock Market® under the symbol “ELSE.”

Based on data provided by our transfer agent, as of February 2927, ~~2024~~2025, we had 6155 shareholders of record who held ~~838~~834,~~094~~132 shares of the Company’s common stock. ~~In addition, nominees held an additional 2,589,927 shares for approximately 1,130 shareholders holding shares in street name.~~

~~From~~At ~~time~~the to time, ~~we may be required to repurchase our common stock as a result~~ of ~~Employee~~this ~~Stock~~report, ~~Ownership~~the ~~Plan~~Company ~~("ESOP")~~does ~~obligations~~not ~~described~~intend ~~in Note 11~~ to ~~our~~pay ~~2023~~dividends ~~financial~~in ~~statements. We did not repurchase any common stock during~~ the ~~years ended December 31, 2023 and 2022~~foreseeable future.

From time to time, we may be required to repurchase our common stock as a result of Employee Stock Ownership Plan ("ESOP") obligations described in Note 9 to our 2024 financial statements. We did not repurchase any common stock during the years ended December 31, 2024 and 2023.

The information required by Item 201(d) of SEC Regulation S-K is set forth in Item 12 of this Form 10-K.

Item 6. [Reserved].

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our financial statements and related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated due to various factors discussed under “Forward-Looking Statements” ~~elsewhere~~ in Item 1 of this Annual Report on Form 10-K.

RESULTS OF OPERATIONS

The following table contains selected financial information, for the years indicated, from our statements of comprehensive income expressed as a percentage of net sales.

	Years Ended December 31,
	2023			2022
	2024			2023
Net sales		100.0	%		100.0	%
Cost of goods sold		5051.41			4650.4
Gross profit		4948.69			5349.6
Operating expenses
Selling and marketing		15.64			1615.86
General and administrative		2322.07			2823.0
Research and development		1110.48			911.34
Total operating expenses		5048.09			5450.10
Operating loss		(0.40	)		(0.54	)
Non-operating income
Interest income		4.87			14.28
Total non-operating income, net		4.87			14.28
Income before income taxes		4.47			04.74
Income tax expense (benefit)		1(0.21	)		(01.32	)
Net income		34.28	%		13.02	%

The following paragraphs discuss the Company’s performance for years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Comparison of ~~2023~~2024 vs ~~2022~~2023 (dollars in thousands)

Net Sales

Net sales for ~~2023~~2024 were $89,~~555~~373, a ~~decrease~~an increase of $~~474~~818, or 59.26%, from $98,~~029~~555 in ~~2022~~2023. The ~~decrease~~increase ~~in sales~~ was ~~proportionally~~largely ~~similar~~driven ~~for both~~by ~~wired~~higher ~~and~~sales of HazardPRO wireless sensors and systems for agricultural applications. ~~International~~ International sales ~~were~~during ~~steady~~the year increased on a percentage basis as compared to ~~2022~~2023, atand 10comprised 11.35% of revenue, up from 10. 3% in the prior year.

Gross Profit

Gross profit for ~~2023~~2024 ~~decreased~~increased $~~596~~337, or 127.39%, to $4,~~245~~582 from $4,~~841~~245 in ~~2022~~2023. Gross margin in ~~2023~~2024 was 4948.69% compared to 5349.6% in ~~2022~~2023. The decrease in gross margin was primarily due to an increase in raw material and labor costs across all product lines, partially offset by price increases introduced in the second half of ~~2023~~2024. We have provided additional information regarding material and labor costs in Item 1 of this Annual Report on Form 10-K.

Operating Expenses

Total operating expenses ~~decreased~~increased $~~605~~313, or 127.43%, to $4,~~273~~586 in ~~2023~~2024 from $4,~~878~~273 in ~~2022~~2023, ~~and~~but decreased as a percentage of net sales to 5048.09% from 5450.10%. The ~~decrease~~increase in operating expense dollars was primarily due to ~~decreases~~additional inheadcount ~~legal~~ and ~~other professional fees incurred in 2022 associated with the announced merger with Mobile X Global, Inc. (Mobile X) that was terminated in January 2023 (as discussed in the following section "Non~~stock-~~GAAP~~based ~~Financial Measure") and to lower sales headcount~~compensation.

● Selling and marketing expenses ~~decreased~~increased $~~184~~109, or 128.12%, to $1,~~332~~441 in ~~2023~~2024 from $1,~~516~~332 in ~~2022~~2023, ~~and~~but decreased as a percentage of net sales to 15.64% from 1615.86%. The ~~decrease~~increase was primarily due to ~~lower~~additional sales headcount and leadership, and variable compensation due to ~~lower~~higher revenue.

● General and administrative expenses ~~decreased~~increased $~~558~~164, or 228.13%, to $12,~~968~~132 in ~~2023~~2024 from $21,~~526~~968 in ~~2022~~2023, ~~and~~but decreased as a percentage of net sales to 2322.07% from 2823.0%. The ~~decrease~~increase was primarily due to ~~legal~~increased ~~and~~headcount ~~other professional fees incurred in 2022 related to the execution~~ and ~~subsequent termination of the merger agreement with Mobile X and related matters, partially offset by an increase in~~ stock-based compensation expense ~~related to stock option and restricted stock unit grants in the third quarter of 2023~~. ~~Additional information related to the Mobile X merger is provided below in the Non-GAAP Financial Measure section and in Note 9 to the financial statements.~~

● Research and development expenses increased $~~137~~40, or ~~16.~~4.1%, to $~~973~~1,013 in ~~2023~~2024 compared to $~~836~~973 in ~~2022~~2023, ~~and~~but ~~increased~~decreased as a percentage of net sales to 1110.48% from 911.34%. The increase was primarily due to additional headcount; ~~and~~partially ~~higher~~offset by lower contract engineering costs related to product development and enhancements.

Operating Loss

Operating loss was $284 in ~~2023~~2024 compared to $3728 in ~~2022~~2023, a decrease of $924, or 2485.37%. The decrease was primarily the result of ~~lower~~higher net ~~legal~~sales; ~~and~~partially ~~other~~offset ~~professional~~by ~~fees~~increased ~~related~~compensation toexpense ~~the Mobile X merger agreement and~~ related ~~matters,~~to ~~primarily~~additional ~~offset~~headcount ~~by a decrease in net revenues~~ and ~~gross~~stock-based ~~profit margin~~compensation.

Non-Operating Income

Non-operating income increased $~~297~~34 to $~~406~~440 in ~~2023~~2024 from $~~109~~406 in ~~2022~~2023, primarily as a result of anadditional ~~increase in~~ interest income earned as a result of higher interest rates on Treasury Bills.

Equity securities are stated at fair value, and unrealized holding gains and losses are reported in our statements of comprehensive income in the non-operating income section. All other available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of stockholders’ equity.

Realized gains and losses, including losses from declines in value of specific securities determined by management to be other-than-temporary, are included in the statement of comprehensive income. Realized gains and losses are determined on the basis of the specific securities sold.

Income Taxes

Income tax ~~expense~~benefit was $~~103~~10 in ~~2023~~2024 compared to an income tax ~~benefit~~expense of $28103 in ~~2022~~2023. The ~~increase~~decrease in ~~the~~ tax expense was due primarily to ~~increased~~an ~~interest~~increase ~~income~~ in ~~2023~~the ~~compared~~deferred tax assets related to ~~2022~~stock-based compensation and non-deductible research and development expenses. We have provided detailed information about our income tax provision in Note 1210 to the financial statements.

Net Income

We reported net income of $~~275~~446 in ~~2023~~2024 compared to $~~100~~275 in ~~2022~~2023, an increase of $~~175~~171, or ~~175~~62.02%. Basic and diluted earnings per share were $0.0813 and $0.0308 in ~~2023~~2024 and ~~2022~~2023, respectively.

Non-GAAP Financial Measure

In addition to financial results reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company is providing a non-GAAP financial measure in this Form 10-K and an itemized reconciliation between Net Income and Adjusted Net Income, the non-GAAP financial measure.

The Company is using "Adjusted Net Income" as a non-GAAP financial measure to facilitate period-to-period comparisons and analysis of its operating performance and believes it is useful to investors as a supplement to GAAP measures in analyzing, trending and benchmarking the performance and value of the Company’s business. This measure is not intended to be a substitute for, or more meaningful than, Net Income prepared and reported in accordance with GAAP, but is provided as supplemental information. This measure may be different from Adjusted Net Income or similar financial measures used by other companies, even when similar terms are used to identify these measures.

As discussed below, to calculate Adjusted Net Income, the Company added back the expenses, less estimated taxes, related to the negotiation and execution of the proposed Mobile X merger transaction to Net Income for the years ended December 31, 2023 and 2022. The Company believes adding back these expenses more accurately portrays the underlying results and trends of the ongoing business.

These expenses continued, at a lower level, into 2023. On January 30, 2023, the Company and Mobile X jointly agreed to terminate the merger agreement. Although the expenses related to the Company-Mobile X Merger Agreement were incurred primarily in general and administrative expenses, the Company is not presenting any other non-GAAP information because it believes it has adequately described these expenses in the Management's Discussion and Analysis section of this Form 10-K and past filings with the Securities and Exchange Commission.

The Company incurred approximately $42 and $875 in legal and other professional fees for the years ended December 31, 2023 and 2022, respectively, related to the terminated Mobile X merger. The following table sets forth a reconciliation of Net Income, a GAAP financial measure, to Adjusted Net Income, a non-GAAP financial measure.

	Years Ended December 31
		2023			2022
Net Income - GAAP	$	275		$	100
Plus merger related expenses		42			875
Less income taxes on merger expenses		(9	)		(184	)
Adjusted Net Income	$	308		$	791

OFF-BALANCE SHEET ARRANGEMENTS

We are not a party to any off-balance sheet transactions, arrangements or obligations that have, or are reasonably likely to have, a material effect on our financial condition, changes in the financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $9,~~870~~948 and $79,~~646~~870 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. Working ~~The~~capital ~~increase~~ was ~~due to the fact that at December 31~~$12,922 ~~2023 we held more available funds in assets defined as cash and cash equivalents while~~ at December 31, ~~2022,~~2024 wecompared ~~held~~to ~~more available funds in assets defined as investments. Working capital was~~ $12,449 at December 31, 2023. The ~~compared~~increases towere ~~$12,183~~due atprimarily ~~December~~to ~~31,~~cash ~~2022~~generated from operations.

Cash generated from operating activities was $~~130~~129 in ~~2023~~2024 compared to ~~cash used in operating activities of~~ $~~147~~321 in ~~2022~~2023, ana ~~increase~~decrease of $~~277~~192. The ~~increase~~decrease was primarily due to ~~higher~~an increase in inventory and a decrease in accounts payable; partially offset by the increase in net income ~~primarily~~. The increase in inventory is primarily due to the ~~decrease~~timing inof ~~legal~~receipt of inventory and ~~other~~increased ~~professional~~labor ~~fees~~and ~~related~~material costs. The decrease in accounts payable is due to the ~~Mobile~~timing Xof ~~merger~~payments. The ~~agreement~~increase ~~and~~in ~~related~~net ~~matters~~income is primarily due to increased net sales, partially offset by higher operating expenses.

Cash ~~generated~~used ~~from~~in investing activities in ~~2023~~2024 was $251,~~100,~~ compared to $~~964~~70 in ~~2022~~2023. The ~~increase in~~ cash ~~from~~used ~~investing activities was due to an increase~~ in ~~maturities~~both ofperiods ~~Treasury~~was ~~Bills~~for ~~as compared to~~ the purchase ~~price~~ of ~~Treasury~~office ~~Bills classified as investments. In addition, we purchased $70 and $65 of property,~~ equipment~~, and intangibles in 2023 and 2022, respectively~~.

Cash used in financing activities ~~during~~ ~~2023~~ was $6 during as2023. There ~~compared~~was tono cash ~~generated~~flow from financing activities ~~of $116~~ during ~~2022. During~~ ~~2022, three non-employee directors and one employee exercised a total of 32,500 stock options for a total exercise price of $122~~2024.

1615

Subject to the following section, entitled "Supply Chain and Labor Dynamics," the Company believes its ongoing cash usage requirements will be primarily for capital expenditures, potential acquisitions, investments we believe present good opportunities for the Company and its shareholders, research and development, working capital, and growth initiatives. Management believes that cash on hand and any cash provided by operations will be sufficient to meet our cash requirements through at least the next 12 months.

Supply Chain and Labor Dynamics

We ~~traditionally~~purchase ~~have~~parts ~~had one or~~and ~~more~~materials ~~robust~~from ~~sources~~various ~~for~~manufacturers ~~production components~~ and ~~materials~~distributors. ~~However,~~While we ~~continue~~believe tothat ~~experience disruptions in~~ our supply chain, ~~resulting~~has inbegun ~~difficulty~~to ~~sourcing~~stabilize, ~~some~~we ~~components.~~still Weoccasionally ~~are~~see ~~also~~unexpected ~~experiencing~~ price increases ~~for~~and ~~many~~delivery ofdelays ~~the~~requiring ~~components~~us ~~used~~to inintervene ~~our~~and ~~products~~remediate. To meet these challenges, we are seeking additional sources for components and ~~are~~ modifying product designs to accommodate new components that are more readily available at competitive prices. There is no guarantee that we will continue to be successful in modifying these designs and sourcing alternative components. and material. As a result, we could experience significant delays in receiving certain components needed to make timely customer deliveries, as well as increased costs that erode gross margins. Current ~~Supply~~supply chain dynamics may have ana negative effect on the efficiency of our ~~business~~ operations, our customer base, and the domestic or worldwide economy. Furthermore, the labor market for qualified employees able to fill our various open positions is challenging and becoming more costly. These factors may result in delays in filling these positions and negatively impact profit margins. In addition, we may experience changes in transportation and freight availability that may make it difficult to have materials and components shipped to us, or our products shipped to customers, in a timely and cost-effective manner. While we continue to closely monitor and manage each of these activities, our actions may not be successful and may result in a negative effect on our sales and profit margins.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make decisions based upon estimates, assumptions, and factors it considers relevant to the circumstances. Those decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which affect reported amounts and disclosures. Changes in economic conditions or other business circumstances may affect the outcomes of management’s estimates and assumptions.

Significant estimates, including the underlying assumptions, consist of the ~~economic lives of long-lived assets,~~ realizability of trade receivables, valuation of investments, deferred tax assets/liabilities, inventory, ~~investments,~~ and stock compensation expense. It is at least reasonably possible that these estimates may change in the near term.

1716

Economic lives of long-lived assets

We estimate the economic useful life of long-lived assets used in the business. Expected asset lives may be shortened or we may recognize an impairment based on a change in the expected life or use of the asset. If the expected life of an asset is shortened or an impairment recorded, it could result in an additional charge to depreciation expense. The economic useful life of assets may be greater than we originally estimated. If the actual useful life is greater than originally estimated, there would be no additional charge to depreciation expense.

Realizability of trade receivables

We estimate our allowance for credit losses based on the credit losses expected to arise over the life of our trade receivables. We are unable to predict which, if any, of our customers will be unable to pay their open invoices at a future date. If an account becomes uncollectible and we are required to write off the balance, we would write off the balance to the allowance for credit losses. Any change in our allowance for credit losses could cause a material increase or decrease in our general and administrative expenses.

Valuation of deferred tax assets/liabilities

We estimate our deferred tax assets and liabilities based on current tax laws and rates. The tax laws and rates could change in the future to either disallow the deductions or increase or decrease the tax rates. We recognize changes in deferred tax assets and liabilities in the period in which the tax law changes become effective. Any change in our deferred tax assets or liabilities could have a material negative or positive effect on our income tax ~~expense~~provision.

Valuation of inventory

We purchase inventory based on estimated demand of products. It is possible that the inventory we have purchased will not be used in the products that our customers need or will not meet future technological requirements. If we are unable to use the inventory in our products and it does not meet future technological requirements, we would be required to remove the items from inventory and expense the amount in cost of goods sold.

Valuation of investments

Our investments in available-for-sale securities are valued at market prices in an open market. The prices are subject to ~~the~~ normal fluctuations that could be either negative or positive. Even though these equity securities were only valued at $56 at December 31, ~~2023~~2024, changes in the value of these equity securities could affect our profitability ~~as the value fluctuates~~. ~~For~~ Treasury Bills with a maturity of more than 90 days from the date of purchase, we recognize interest, evenly, over the term of the Treasury Bill. We adjust the value of the Treasury Bill to fair value and unrealized holding gains or losses are reported in other comprehensive income (loss) on the balance sheet. Treasury Bills accounted for as cash equivalents are adjusted to fair value monthly and ~~the~~any change ~~in the fair value~~ is reported as interest income on the ~~statement~~Statement of ~~comprehensive~~Comprehensive ~~income~~Income.

Valuation of stock-based compensation expense

We estimate the expected life and forfeiture rates of stock options granted when calculating the value of options using the Black-Scholes-Merton model. The actual life and forfeiture rate could differ from what we estimated. Changes in the life or forfeiture rate of stock options could have a negative or positive impact on our stock-based compensation.

Additional information regarding our significant accounting policies is provided below in Part II, Item 8, Financial Statements and Supplementary Data – Notes to Financial Statements, Note 1, Nature of Business and Significant Accounting Policies.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

1817

Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Auditor ID: 542)	2019
Financial Statements
Balance Sheets	2120
Statements of Comprehensive Income	2221
Statements of Changes in Stockholders’ Equity	2322
Statements of Cash Flows	2423
Notes to Financial Statements	2524

1918

Graphics

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Electro-Sensors, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Electro-Sensors, Inc. (the Company) as of December 31, ~~2023~~2024 and ~~2022~~2023 and the related statements of comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

/s/ Boulay PLLP

We have served as the Company's auditor since 2006.

Minneapolis, Minnesota

March 2019, ~~2024~~2025

2019

ELECTRO-SENSORS, INC.

BALANCE SHEETS

(in thousands except share and per share amounts)

	December 31
	December 31,
	2023		2022
	2024		2023
ASSETS
Current assets
Cash and cash equivalents	$	9,~~870~~948	$	79,~~646~~870
Treasury Bills		0		1,980
Equity securities		56		56
Trade receivables, less allowance for credit losses of $11		1,283		1,161
Trade receivables, less allowance for credit losses of $11 and $11, respectively		1,309		1,283
Inventories		1,751		1,745
Inventories, net		1,964		1,751
Other current assets		~~179~~197		~~214~~179
Income tax receivable		0		11
Total current assets		13,474		13,139
Total current assets		13,139		12,813
Deferred income tax asset		501		355
Deferred income tax asset		355		256
Property and equipment, net		910		951
Property and equipment, net		951		975
Total assets	$	14,885	$	14,445
Total assets	$	14,445	$	14,044
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturity of financing lease	$	0	$	6
Accounts payable	$	146	$	291
Accounts payable		291		274
Accrued expenses		365		323
Accrued expenses		323		350
Accrued income taxes		41		76
Accrued income taxes		76		0
Total current liabilities		552		690
Total current liabilities		690		630
Commitments and contingencies
Stockholders’ equity
Common stock par value $0.10 per share; authorized 10,000,000 shares; 3,428,021 shares issued and outstanding		342		342
Common stock par value $0.10 per share; authorized 10,000,000 shares; 3,449,021 and 3,428,021 shares issued and outstanding, respectively		344		342
Additional paid-in capital		2,~~230~~360		2,~~163~~230
Retained earnings		11,~~183~~629		1011,~~908~~183
Accumulated other comprehensive income (unrealized income on available-for-sale securities, net of income tax)		0		1
Total stockholders’ equity		14,333		13,755
Total stockholders’ equity		13,755		13,414
Total liabilities and stockholders’ equity	$	14,885	$	14,445
Total liabilities and stockholders’ equity	$	14,445	$	14,044

See Notes to Financial Statements

2120

ELECTRO-SENSORS, INC.

STATEMENTS OF COMPREHENSIVE INCOME

(in thousands except share and per share amounts)

	Years Ended December 31,
	2023			2022
	2024			2023
Net sales	$	89,~~555~~373		$	98,~~029~~555
Cost of goods sold		4,~~310~~791			4,~~188~~310
Gross profit		4,~~245~~582			4,~~841~~245
Operating expenses
Selling and marketing		1,~~332~~441			1,~~516~~332
General and administrative		12,~~968~~132			21,~~526~~968
Research and development		~~973~~1,013			~~836~~973
Total operating expenses		4,~~273~~586			4,~~878~~273
Operating loss		(284	)		(3728	)
Non-operating income
Non-operating income (expense)
Interest expense		(10	)		(1	)
Interest income		~~407~~440			~~110~~407
Total non-operating income, net		~~406~~440			~~109~~406
Income before income taxes		~~378~~436			72378
Income tax expense (benefit)		~~103~~(10	)		~~(28~~103	)
Net income		~~275~~446			~~100~~275
Other comprehensive income (loss)
Other comprehensive loss
Change in unrealized value of available-for-sale securities, net of income tax		(10	)		(1	)
Other comprehensive income (loss)		(1	)		1
Other comprehensive loss		00			(1	)
Net comprehensive income	$	~~274~~446		$	~~101~~274
Net income per share data
Basic
Net income per share	$	0.0813		$	0.0308
Weighted average shares		3,~~428~~435,~~021~~040			3,~~401~~428,~~137~~021
Diluted
Net income per share	$	0.0813		$	0.0308
Weighted average shares		3,~~428~~435,~~021~~040			3,~~432~~428,~~843~~021

See Notes to Financial Statements

2221

ELECTRO-SENSORS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands except share and per share amounts)

					AdditionalPaid-inCapital			RetainedEarnings		AccumulatedOtherComprehensiveIncome (Loss)			TotalStockholders’Equity
	Common Stock Issued
	Shares		Amount
Balance, December 31, 2021		3,395,521	$	339	$	2,041		$	10,808	$	0		$	13,188
Balance, December 31, 2022		3,428,021	$	342	$	2,163		$	10,908	$	1		$	13,414
Exercise of common stock options		32,500		3		119								122
Other comprehensive income											1			1
Stock-based compensation expense						3								3
Net income									100					100
Balance, December 31, 2022		3,428,021		342		2,163			10,908		1			13,414
Other comprehensive loss											(1	)		(1	)
Stock-based compensation expense						67								67
Net income									275					275
Balance, December 31, 2023		3,428,021	$	342	$	2,230		$	11,183	$	0		$	13,755
Restricted Stock Units Vested		21,000		2		(2	)							0
Stock-based compensation expense						132								132
Net income									446					446
Balance, December 31, 2024		3,449,021	$	344	$	2,360		$	11,629	$	0		$	14,333

See Notes to Financial Statements

2322

ELECTRO-SENSORS, INC.
STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2023			2022
	2024			2023
Cash flows from (used in) operating activities
Cash flows from operating activities
Net income	$	~~275~~446		$	~~100~~275
Adjustments to reconcile net income to net cash from (used in) operating activities:
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		9492			~~145~~94
Deferred income taxes		(99146	)		(4899	)
Stock-based compensation expense		67132			367
Interest accrued on Treasury Bills		(191	)		(8	)
Change in:
Trade receivables		(~~122~~26	)		(~~156~~122	)
Inventories		(6213	)		(826	)
Other current assets		35(18	)		~~(26~~35	)
Accounts payable		17(145	)		~~(75~~17	)
Accrued expenses		~~(27~~42	)		8(27	)
Income taxes payable/receivable		87			(8	)
Income taxes payable		(35	)		87
Net cash from (used in) operating activities		130			(147	)
Net cash from operating activities		129			321
Cash flows from investing activities
Cash flows used in investing activities
Purchases of Treasury Bills		(13,830	)		(6,971	)
Purchase of property and equipment		(51	)		(70	)
Proceeds from the maturity of Treasury Bills		16,000			8,000
Net cash used in investing activities		(51	)		(70	)
Purchase of property and equipment		(70	)		(65	)
Cash flows used in financing activities
Net cash from investing activities		2,100			964
Payments on financing lease		0			(6	)
Cash flows from (used in) financing activities
Net cash used in financing activities		0			(6	)
Payments on financing lease		(6	)		(6	)
Net increase in cash and cash equivalents		78			245
Proceeds from the exercise of common stock options		0			122
Cash and cash equivalents, beginning		9,870			9,625
Net cash from (used in) financing activities		(6	)		116
Cash and cash equivalents, ending	$	9,948		$	9,870
Net increase in cash and cash equivalents		2,224			933
Cash and cash equivalents, beginning		7,646			6,713
Cash and cash equivalents, ending	$	9,870		$	7,646
Supplemental cash flow information
Cash paid during the year for income taxes	$	~~115~~171		$	28115
Cash paid during the year for interest	$	10		$	1

See Notes to Financial Statements

2423

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Note 1. Nature of Business and Significant Accounting Policies

Nature of business:

Electro-Sensors, Inc. manufactures and markets a complete line of monitoring and control systems for a variety of industrial machinery. The Company uses leading-edge technology to continuously improve its products, with the ultimate goal of manufacturing the industry-preferred product for each market served. The Company sells these products through an internal sales staff, manufacturer’s representatives, and distributors to a wide variety of industries that use the products in a variety of applications to monitor process machinery operations. The Company markets its products to customers located throughout the United States, Canada, Latin America, Europe, and Asia.

In addition, wethe Company may periodically make strategic investments in other businesses and companies, including investments that we believe would facilitate the development of new relationships, or technology complementary to our existing products, or other investments that we believe present good opportunities for the Company and its shareholders. See Note 2 for additional information regarding the Company’s investments. The Company’s investments in securities are subject to normal market risks.

Significant accounting policies of the Company are summarized below:

Use of estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, including the underlying assumptions, consist of the ~~economic lives of long-lived assets,~~ realizability of trade receivables, valuation of investments, deferred tax assets/liabilities, inventory, ~~investments,~~ and stock compensation expense. It is at least reasonably possible that these estimates may change in the near term.

Cash and cash equivalents

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents are invested in commercial paper, money market accounts and may, also, be invested in Treasury Bills with an original maturity of three months or less. Cash equivalents are carried at fair value. Cash equivalents were $7,980 and $7,926 as of December 31, 2024 and 2023, respectively.

The Company maintains its cash and cash equivalents primarily in two bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses on these accounts. The Company believes it is not exposed to significant credit risk on cash.

2524

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Trade receivables and credit policies

Trade receivables are uncollateralized customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date. Trade receivables are stated at the amount billed to the customer. Customer account balances with invoices over 90 days are considered delinquent. The Company does not accrue interest on delinquent trade receivables.

Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The Company maintains an allowance for credit losses on trade receivables, which is recorded as an offset to trade receivables. Changes in the allowance for credit losses are included as a component of operating expenses in the Statements of Comprehensive Income. The Company assesses credit losses on ~~its~~a ~~entire~~collective ~~balance~~basis ofwhere ~~trade~~similar ~~receivables~~risk characteristics exist. Receivables that do not share risk characteristics with other receivables, or where known collectability issues exist, are evaluated on an individual basis.

The allowance is based on the credit losses expected to arise over the life of the receivable (contractual term). The Company considers historical loss rates and current economic conditions. Receivables are written off against the allowance for credit losses. The allowance for credit losses was $11 at December 31, ~~2023~~2024 and ~~2022~~2023.

As of December 31, 2024 and 2023, the Company had no customers that exceeded 10% of the accounts receivable balance. ~~As of December 31, 2022, there was~~ ~~one customer that accounted for approximately 12% of the accounts receivable balance.~~

Investments

~~Substantially~~The ~~all the~~ Company’s ~~current~~owns ~~investments~~equity ~~consist of debt~~ securities ~~issued~~in bytwo ~~the~~non-publicly ~~United~~traded ~~States Government~~companies. The estimated fair value of non-publicly traded securities is based on financial and other factors. The ~~Company owns equity securities in two non-publicly traded companies. The~~ executive officer of the two companies is Chairman of the Board of Directors of Electro-Sensors, Inc.

Management determines the appropriate classification of securities at the date individual investments are acquired and evaluates the appropriateness of this classification at each balance sheet date.

~~Since~~The ~~the~~ Company generally does not make investments in anticipation of short-term fluctuations in market price~~, the Company classifies its investments in Treasury Bills as available-for-sale~~. Treasury Bills with readily determinable values are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of stockholders’ equity and within accumulated other comprehensive gain. Equity securities with readily determinable values are stated at fair value. Unrealized gains and losses on equity securities are reported in the ~~statement~~Statement of ~~comprehensive~~Comprehensive ~~income~~Income in non-operating income.

Realized gains and losses on securities, including losses from declines in value of specific securities determined by management to be other-than-temporary, are included in the statement of comprehensive income in non-operating income. Realized gains and losses are determined on the basis of the specific securities sold. There were no other-than-temporary impairments recognized in the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

2625

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Fair value measurements

The Company’s policies incorporate the guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. These policies also incorporate the guidance for fair value measurement related to non-financial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

●

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

●

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

●

Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company currently has no non-financial or financial items that are measured on a nonrecurring basis.

The carrying value of cash equivalents, trade receivables, accounts payable, and other financial working capital items approximate fair value at December 31, ~~2023~~2024 and ~~2022~~2023 due to the short term maturity nature of these instruments.

Inventories

Inventories include material, labor and overhead and are valued at the lower of cost (first-in, first-out) or net realizable value.

Property and equipment

Property and equipment are stated at cost. Depreciation is provided over estimated useful lives by use of the straight-line method. Maintenance and repairs are expensed as incurred. Major improvements and betterments are capitalized.

Long-lived assets, such as property and equipment ~~and intangible assets~~, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require the Company to test a long-lived asset for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, the Company recognizes impairment to the extent that the carrying value of an asset exceeds its fair value. The Company determines fair value through various valuation techniques including, but not limited to, discounted cash flow models, quoted market values and third-party independent appraisals.

Estimated useful lives are as follows:

	Years
Autos	3
Equipment	5 - 10
Furniture and Fixtures	3 - 7
Building	7 - 40

2726

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Intangible assets

The intangible asset was a communication technology acquired in October 2019. The Company amortized the cost of the intangible asset on a straight-line method over its estimated useful life, which was complete in 2022.

Revenue recognition

At contract inception, the Company assesses the goods and services to be provided to a customer and identifies a performance obligation for each distinct good or service. WeThe ~~also determine the~~ transaction price for each performance obligation is determined at contract inception. ~~Our contracts~~Contracts, generally in the form of a purchase order, specify the product or service that is to be provided to the customer. The typical contract life is less than one month and contains a single performance obligation, to provide conforming goods or services to the customer. Certain contracts have a second performance obligation, which typically is the initialization of the HazardPRO product. For contracts ~~that~~with ~~have~~ multiple performance obligations, ~~we allocate~~ the transaction price is allocated to each performance obligation using the relative stand-alone selling price. ~~We generally determine stand~~Stand-alone selling prices are based on ~~the~~ observable stand-alone prices charged to customers. WeProduct ~~recognize~~revenue ~~product~~is ~~revenue~~recognized at the point in time when control ~~of the product~~ is transferred to the customer, which typically occurs ~~when~~upon ~~we ship the products~~shipment. WeService ~~recognize service~~ revenue atis ~~the~~recognized ~~point in time~~ when ~~we have~~ provided to the ~~service~~customer, ~~which~~and typically takes less than a week to provide.

Advertising costs

The Company expenses advertising costs as incurred. Total advertising expense was $4642 and $3846 in ~~2023~~2024 and ~~2022~~2023, respectively.

Research and development

Expenditures for research and development are expensed as incurred. The Company incurred expenses of $~~973~~1,013 and $~~836~~973 in ~~2023~~2024 and ~~2022~~2023, respectively.

Income taxes

The Company presents deferred income taxes on an asset and liability approach to financial accounting and reporting for income taxes. The Company annually determines the difference between the financial reporting and tax bases of assets and liabilities. The Company computes deferred income tax assets and liabilities for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which these laws are expected to affect taxable income. Income tax expense is the current tax payable or refundable for the period plus or minus the net change in the deferred tax assets and liabilities, excluding the portion of the deferred asset or liability allocated to other comprehensive ~~gain~~income (loss). Deferred taxes are reduced by a valuation allowance to the extent that realization of the related deferred tax asset is not certain. We have a valuation allowance on our deferred tax asset of $~~279~~311 and $~~252~~279 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. The Company recognizes income tax positions at the largest amount that is more likely than not to be realized. The Company reflects changes in recognition or measurement in the period in which the Company's change in judgment occurs.

The Company records interest and penalties related to unrecognized tax benefits in income tax expense.

2827

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Net income per common share

Basic earnings per share (EPS) excludes dilution and is determined by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities such as options were exercised or converted into common stock. For the years ending December 31, ~~2023~~2024 and ~~2022~~2023, respectively, options to purchase ~~175~~185,000 and ~~268~~175,~~294~~000 weighted average common shares have been excluded from the diluted weighted average shares because their effect would be anti-dilutive. In addition, for the ~~year~~years ended December 31, 2024 and 2023, 84,000 and 105,000, respectively, restricted stock units have been excluded from the calculation because their effect would be anti-dilutive.

The following information presents the Company’s computations of basic and diluted EPS for the periods presented in the statements of comprehensive income.

	Income		Shares		Per share amount
2024:
Basic EPS	$	446		3,435,040	$	0.13
Effect of dilutive stock options				0		0.00
Diluted EPS	$	446		3,435,040	$	0.13
2023:
Basic EPS	$	275		3,428,021	$	0.08
Effect of dilutive stock options				0		0.00
Diluted EPS	$	275		3,428,021	$	0.08
2022:
Basic EPS	$	100		3,401,137	$	0.03
Effect of dilutive stock options				31,706		0.00
Diluted EPS	$	100		3,432,843	$	0.03

Stock-based compensation

The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton (“BSM”) model. The Company uses historical data, among other factors, to estimate the expected price volatility, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. At December 31, ~~2023~~2024, the Company had one stock-based compensation plan.

~~New Accounting Standard Adopted~~28

~~Accounting Standard Update (“ASU”) No. 2016~~ELECTRO-13SENSORS, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collectedINC.NOTES ~~The~~TO ~~allowance~~FINANCIAL for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The adoption of ASU 2016-13STATEMENTS ~~on January 1, 2023 had no significant impact on our financial statements.~~

YEARS ENDED DECEMBER 31, 2024 AND 2023

(in thousands except share and per share amounts)

New Accounting Standard Not Yet Adopted

The Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") Disaggregation of Income Statement Expenses in November 2024 and issued ASU 2025-01 in January 2025 to clarify its effective date. This ASU provides investors with more decision-useful information about a business entity’s expenses. The ASU requires companies to provide detailed disclosure of specified categories underlying certain expense captions in interim and annual periods. It would provide investors with more detailed information about the types of expenses, including employee compensation, depreciation, amortization, and costs incurred related to inventory and manufacturing activities in income statement expense captions such as cost of sales; selling, general and administrative; and research and development. The ASU does not change or remove existing expense disclosure requirements and does not change requirements for presentation of expenses on the face of the income statement. It requires companies to include certain existing disclosures in the same tabular format disclosure. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

Recently Adopted Accounting Standard

In November 2023, the FASB issued ASU 2023-07 Improvements to Reportable Segment Disclosures. This ASU, which amends Topic 280: Segment Reporting, improves disclosures requirements for reportable segments and enhances disclosures for companies with single reportable segments. The Company has a single reportable segment based on the nature of its services and regulatory environment under which it operates. The nature of the business and the accounting policies of the segment are the same as described throughout Note 1. The Company’s Chief Operating Decision Maker (“CODM”) is its president. The CODM assesses the reportable segment’s performance and allocates resources for the reportable segment based on the net income and total assets which are the same amounts in all material respects as those reported on the Statement of Comprehensive Income and Balance Sheets. The Company adopted the standard on January 1, 2024. The adoption did not have a material impact on the Company’s financial statements.

Reclassification of Prior Year Presentation

All Treasury Bills from prior periods have been reclassified to cash equivalents for consistency with the current year presentation. The reclassification had no effect on the reported results of operations. The Statement of Cash Flows has been adjusted to reflect this reclassification.

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Note 2. Investments

The Company has investments in ~~commercial paper, Treasury Bills, and~~ common equity securities of two private U.S. companies~~. The~~ ~~commercial~~that ~~paper investment is in U.S. debt with ratings of F1+. The Treasury Bills~~ have ~~original maturities ranging from two months to three months. Treasury Bills with~~ an ~~original~~undeterminable ~~maturity date of three months or less are included within cash and cash equivalents on the balance sheet~~market.

~~The~~Equity ~~Company~~securities ~~classifies~~are ~~its~~measured ~~investments in commercial paper and Treasury Bills as available-for-sale accounted for~~ at fair value ~~with~~and unrealized gains and losses, ~~recognized~~if any, are reported in ~~accumulated~~our ~~other~~Statements ~~comprehensive~~of ~~gain~~Comprehensive onIncome ~~the~~in ~~balance~~non-operating ~~sheet~~income.

Equity securities are measured at fair value and unrealized gains and losses are recognized in non-operating income.

The cost and estimated fair value of the investments are as follows:

	Cost		Grossunrealizedgain		Grossunrealizedloss		Fairvalue
December 31, 2024
Equity Securities		54		2		0		56
Total Investments, December 31, 2024	$	54	$	2	$	0	$	56
December 31, 2023
Money Market Savings	$	1,902	$	0	$	0	$	1,902
Treasury Bills		7,900		26		0		7,926
Equity Securities		54		2		0		56
		9,856		28		0		9,884
Less Cash Equivalents		9,802		26		0		9,828
Total Investments, December 31, 2023	$	54	$	2	$	0	$	56
December 31, 2022
Commercial Paper	$	1,377	$	0	$	0	$	1,377
Treasury Bills		7,922		32		0		7,954
Equity Securities		54		2		0		56
		9,353		34		0		9,387
Less Cash Equivalents		7,319		32		0		7,351
Total Investments, December 31, 2022	$	2,034	$	2	$	0	$	2,036

ELECTRO-SENSORS, INC. NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(in thousands except share and per share amounts)

Changes in Accumulated Other Comprehensive Income

Changes in Accumulated Other Comprehensive Income are as follows:

	Years Ended December 31,
	2023			2022
Unrealized Gains
Unrealized holding gains arising during the period	$	0		$	1
Less: Reclassification of gains included in net income		(1	)		0
		(1	)		1
Deferred Taxes on Unrealized Gains:
Increase in deferred taxes on unrealized gains arising during the period		0			0
Less: Reclassification of taxes on gains included in net income		0			0
		0			0
Net Change in Accumulated Other Comprehensive Income (Loss)	$	(1	)	$	1

Note 3. Fair Value Measurements

The following table provides information on those assets and liabilities measured at fair value on a recurring basis.

December 31, 2024

Carrying

amount in

Fair Value Measurement Using

balance sheet

Fair Value

Level 1

Level 2

Level 3

Assets:

Equity securities

December 31, 2023

	Carrying amount in				Fair Value Measurement Using
	balance sheet		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents:
Money market savings	$	1,902	$	1,902	$	1,902	$	0	$	0
Treasury Bills		7,926		7,926		7,926		0		0
Equity securities		56		56		0		0		56

~~December~~The 31equity securities owned by the Company are investments in two non-publicly traded companies. There is an undeterminable market for each of these two companies and the Company has determined the value based on financial and other factors, ~~2022~~which are considered Level 3 inputs in the fair value hierarchy.

	Carrying amount in				Fair Value Measurement Using
	balance sheet		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents:
Commercial paper	$	1,377	$	1,377	$	1,377	$	0	$	0
Treasury Bills		5,974		5,974		5,974		0		0
Treasury Bills - maturity date greater than three months		1,980		1,980		1,980		0		0
Equity securities		56		56		0		0		56

There was no change in Level 3 assets measured at fair value on a recurring basis during the years ended December 31, 2024 and 2023.

3130

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~ 2024 AND ~~2022~~ 2023

(in thousands except share and per share amounts)

The fair value of the money market funds, commercial paper, and Treasury Bills is based on quoted market prices in an active market. Closing prices are readily available from active markets and are used as being representative of fair value. The Company classifies these securities as level 1.

The equity securities owned by the Company are investments in two non-publicly traded companies. There is an undeterminable market for each of these two companies and the Company has determined the value based on financial and other factors, which are considered level 3 inputs in the fair value hierarchy.

The change in level 3 assets at fair value on a recurring basis is summarized as follows:

	Years Ended December 31,
	2023		2022
Beginning Balance	$	56	$	56
Change in value		0		0
Ending Balance	$	56	$	56

Note 4. Inventories

Inventories used in the determination of cost of goods sold are as follows:

	December 31,
	2023			2022
	2024			2023
Raw Materials	$	1,~~172~~334		$	1,~~162~~172
Work In Process		301			~~278~~301
Finished Goods		~~288~~339			~~315~~288
Reserve for Obsolescence		(10	)		(10	)
Total Inventories	$	1,~~751~~964		$	1,~~745~~751

ELECTRO-SENSORS, INC.NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(in thousands except share and per share amounts)

Note 5. Property and Equipment, Net

The following is a summary of property and equipment:

	December 31,
	2023		2022
	2024		2023
Autos	$	63	$	63
Equipment		~~282~~260		282
Furniture and Fixtures		~~463~~432		~~491~~463
Right-of-Use Asset		300		30
Building		1,373		1,373
Land		415		415
		2,626		2,654
		2,543		2,626
Less Accumulated Depreciation		1,~~675~~633		1,~~679~~675
Total Property and Equipment	$	~~951~~910	$	~~975~~951

Depreciation expense for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 was $9492 and $~~107~~94, respectively.

Note 6. ~~Net~~Accrued ~~Intangible Assets~~Expenses

Intangible assets included the following:

			December 31, 2022
	Average Useful Lives		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Communication Technology		3 Years		150		150		0
Net Intangible Assets			$	150	$	150	$	0

Amortization expense for the year ended December 31, 2022 was $38.

Note 7. Accrued Expenses

Accrued expenses include the following:

	December 31,
	2023		2022
	2024		2023
Wages and Commissions	$	~~255~~309	$	~~328~~255
Other		6856		2268
Total Accrued Expenses	$	~~323~~365	$	~~350~~323

3331

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Note 87. Leases

The Company ~~had~~has aan ~~financing~~operating lease for office equipment ~~which ended in December 2023. The lease has been extended as an operating lease~~ on a month-to-month basis. Lease expense for the ~~year~~years ended December 31, 2024 and 2023, was $7 and $1, respectively.

The components of lease expense were as follows:

	Years Ended December 31,
	Year Ended December 31, 2023
	2023		2022
Finance lease cost:
Finance lease cost:
Amortization of right-of-use assets	$	5
Amortization of right-of-use assets	$	5	$	6
Interest on lease liabilities		0
Interest on lease liabilities		0		1
Total finance lease cost	$	5
Total finance lease cost	$	5	$	7

Supplemental balance sheet information related to leases is as follows:

	December 31,
	December 31, 2023
		2023			2022
Finance leases
Finance leases
Property and equipment, gross	$	30
Property and equipment, gross	$	30		$	30
Accumulated amortization		(30	)
Accumulated amortization		(30	)		(25	)
Property and equipment, net	$	0
Property and equipment, net	$	0		$	5

Note 98. ~~Merger~~ ~~Agreement~~Stock-Based ~~with Mobile X Global, Inc.~~ Compensation

OnThe ~~June~~2013 ~~10,~~Equity ~~2022,~~ Incentive Plan (the ~~Company~~“2013 ~~entered~~Plan”) ~~into~~authorizes anthe ~~Agreement~~issuance of nonqualified stock options and ~~Plan~~restricted ofstock ~~Merger~~units. (Payment for the ~~“Merger Agreement”)~~shares ~~with~~may ~~Mobile~~be Xmade ~~Newco,~~in ~~Inc.~~cash, shares of the Company’s common stock or a ~~Delaware~~combination ~~corporation~~thereof. Under the terms of the 2013 Plan, incentive stock options and non-qualified stock options are granted at a ~~wholly~~minimum ~~owned subsidiary~~of 100% of ~~the~~fair ~~Company~~market (value on the ~~“Merger~~date ~~Sub”),~~of grant and ~~Mobile~~may Xbe ~~Global,~~exercised ~~Inc~~after vesting at various times depending upon the terms of the option., All existing options expire 10 years from the date of grant or one year from the date of death. The terms of the grants require an acceleration of vesting upon a ~~Delaware~~ ~~corporation~~change ~~(“Mobile~~in ~~X”)~~control of the Company.

OnUnder ~~January~~the ~~30,~~2013 ~~2023~~Plan, the Company is authorized to issue up to 600,000 shares through stock options and ~~Mobile~~ Xawards ~~terminated~~such ~~the~~as ~~Merger~~restricted ~~Agreement. A~~stock ~~condition~~or torestricted ~~the~~stock ~~closing~~ units. As of ~~the~~December ~~merger~~31, ~~transaction~~2024, ~~was~~under the ~~consummation~~2013 ofPlan, an46,000 ~~equity~~shares ~~financing~~had ~~that~~been ~~the parties~~issued, ~~anticipated~~options ~~would~~to bepurchase aan ~~PIPE~~aggregate ~~investment~~of ~~(private~~185,000 ~~investment~~shares inwere ~~public~~outstanding, ~~entity). The~~of ~~financing~~which ~~necessary~~options to ~~consummate~~purchase 97,000 shares were exercisable. As of December 31, 2024, the ~~merger~~Company ~~was~~also ~~pursued~~had 84,000 ~~but~~restricted ~~was~~stock ~~not~~ units outstanding. There are 285,000 additional shares available ~~due~~for toissuance ~~difficult~~pursuant ~~conditions~~to inawards ~~the~~that ~~financial~~may ~~markets,~~be ~~including~~granted under the ~~markets~~ ~~for~~2013 ~~PIPE~~Plan ~~investments~~in the future.

ELECTRO-SENSORS, INC. NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(in thousands except share and per share amounts)

Note 10. Stock-Based Compensation

The 2013 Equity Incentive Plan (the “2013 Plan”) authorizes the issuance of nonqualified stock options and restricted stock units. Payment for the shares may be made in cash, shares of the Company’s common stock or a combination thereof. Under the terms of the 2013 Plan, incentive stock options and non-qualified stock options are granted at a minimum of 100% of fair market value on the date of grant and may be exercised at various times depending upon the terms of the option. All existing options expire 10 years from the date of grant or one year from the date of death. The grants require an acceleration of vesting upon a change of control in the Company.

Under the 2013 Plan, the Company is authorized to issue up to 600,000 shares through stock options and awards such as restricted stock or restricted stock units. As of December 31, 2023, under the 2013 Plan, 25,000 shares had been issued, options to purchase an aggregate of 175,000 shares were outstanding, of which options to purchase 95,000 shares were exercisable. During 2023, the Company also granted 105,000 restricted stock units. There are 295,000 additional shares available for issuance pursuant to awards that may be granted under the plan in the future.

Under the 1997 Plan, the Company was authorized to grant options to purchase up to 450,000 shares of its common stock. As of December 31, 2023, there were no options to purchase shares outstanding under the 1997 Plan. The board terminated the plan in 2014, but there were 7,500 outstanding options on that date that remained outstanding until they were exercised in 2022.

Stock Options

In 2024, the Company granted 25,000 non-qualified stock options to one of its non-employee board members and 10,000 non-qualified stock options to an employee. In 2023, the Company granted 25,000 non-qualified stock options each to its Chief Executive Officer and to three of its four non-employee board members. ~~The~~All of the options vest 20% on the grant date, with an additional 20% vesting annually thereafter. ~~There were~~ ~~no options granted during the year ended December 31, 2022.~~

~~The assumptions made in estimating the fair value of the options on the grant date based upon the BSM option-pricing model for the year ended December 31, 2023 are as follows:~~ 32

Dividend Yield		0.00%
Expected Volatility		25.56%
Risk Free Interest Rate		4.35%
Expected Life		6 Years

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

~~The~~YEARS ~~Company~~ENDED DECEMBER ~~calculates expected volatility for stock options and other awards using the Company's historical volatility as the Company believes the expected volatility will approximate historical volatility.~~31, 2024 AND 2023

ELECTRO-SENSORS, INC. NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(in thousands except share and per share amounts)

~~There~~The ~~were~~weighted average noassumptions ~~options~~made in ~~exercised~~estimating ~~during~~ the ~~year~~fair ~~ended~~value ~~December~~of ~~31,~~the ~~2023. There were 32,500~~ options ~~exercised~~on ~~during~~ the ~~year~~grant ~~ended~~date ~~December~~based ~~31, 2022. The~~upon ~~Company~~the ~~had~~BSM ~~225,000 options~~option-pricing ~~expire~~model ~~during~~for the year ended December 31, 2024 and 2023. are as follows:

The following table summarizes the activity for outstanding incentive stock options under the 2013 Plan and 1997 Plan:

	2024	2023
Dividend Yield	0.00%	0.00%
Expected Volatility	25.06%	25.56%
Risk Free Interest Rate	4.49%	4.35%
Expected Life	6 Years	6 Years

	Options Outstanding
	Number of Shares			Weighted-Average Exercise Price		Weighted-Average RemainingContractual Term (in years)		Aggregate Intrinsic Value
Balance at December 31, 2021		332,500		$	4.30		2.6
Granted		0
Exercised		(32,500	)		3.76		3.4
Expired		0
Balance at December 31, 2022		300,000			4.35		1.4
Granted		100,000			4.25		9.7
Exercised		0
Expired		(225,000	)		4.57		0.0
Balance at December 31, 2023		175,000		$	4.06		6.8	$	20
Vested and exercisable as of December 31, 2023		95,000		$	3.84			$	20

The Company calculates expected volatility for stock options and other awards using the Company's historical volatility as the Company believes the expected volatility will approximate historical volatility.

AsThere ~~of December 31, 2023, the unrecognized compensation expense related to outstanding stock~~ were no options isexercised ~~$111,~~during ~~which~~ the ~~Company expects to recognize over a period of four~~ years. Toended December ~~the extent the forfeiture rate is different than we have anticipated~~31, ~~stock-based~~2024 and ~~compensation related to the awards will be different from our expectations~~2023. The Company ~~recognized compensation expense in connection with the vesting of options of approximately $38~~had 25,000 and $3 225,000 options expire during the years ended December 31, ~~2023~~ ~~and~~2024 ~~2022~~and 2023, respectively.

36The following table summarizes the activity for outstanding incentive stock options under the 2013 Plan:

	Options Outstanding
	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance at December 31, 2022		300,000		$	4.35		1.4
Granted		100,000			4.25		9.7
Exercised		0
Expired		(225,000	)		4.57		0.0
Balance at December 31, 2023		175,000			4.06		6.8
Granted		35,000			4.05		9.6
Exercised		0
Expired		(25,000	)		4.39		0.0
Balance at December 31, 2024		185,000		$	3.99		7.8	$	219
Vested and exercisable as of December 31, 2024		97,000		$	3.80			$	132

As of December 31, 2024, the unrecognized compensation expense related to outstanding stock options was $115, which the Company expects to recognize over the four year vesting period. To the extent the forfeiture rate is different than we have anticipated, stock-based compensation related to the awards will be different from expectations. The Company recognized compensation expense in connection with the vesting of options of $46 and $38 during the years ended December 31, 2024 and 2023, respectively.

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Restricted stock units

The 2013 Plan authorizes the issuance of restricted stock units. Stock-based compensation expense is determined on the grant date based on the closing market value of our common stock. The amount of expense is calculated based on an estimate of the number of awards expected to vest at the end of each vesting period and is expensed evenly over the vesting period. In connection with the time of vesting and issuance of shares, an eligible recipient of common stock may elect to have some shares withheld by the Company to satisfy any requirement for withholding taxes.

In 2023, the Company granted 35,000 restricted stock units to its Chief Executive Officer and 17,500 restricted stock units to each of its four non-employee board members. The restricted stock units vest 20% on the first anniversary of the grant and 20% annually thereafter.

The following table summarizes restricted stock unit activity for the year ended December 31, ~~2023~~2024:

	Unvested Restricted Stock Units
	Number of Shares			Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2022	0		$	0.00
Granted	105,000			4.11
Vested	0			0.00
Forfeited/canceled	0			0.00
Unvested as of December 31, 2023	105,000		$	4.11
Granted	0			0.00
Vested	(21,000	)		4.11
Forfeited/canceled	0			0.00
Unvested as of December 31, 2024	84,000		$	4.11

As of December 31, ~~2023~~2024, the unrecognized compensation expense related to outstanding restricted stock units iswas $~~403~~316, which the Company expects to recognize over a period of ~~five~~four years. The Company recognized compensation expense in connection with the vesting of restricted stock units of ~~approximately~~$86 and $29 for ~~year~~years ended December 31, 2024 and 2023, respectively.

3734

ELECTRO-SENSORS, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(in thousands except share and per share amounts)

Note 119. Benefit Plans

Employee stock ownership plan

The Company sponsors an employee stock ownership plan (“ESOP”) that covers substantially all employees who work 1,000 or more hours during the year. The ESOP has, at various times, secured financing from the Company to purchase the Company’s shares on the open market. When the ESOP purchases shares with the proceeds of the Company loans, the shares are pledged as collateral for these loans. The shares are maintained in a suspense account until released and allocated to participant accounts. The ESOP owns 94,434 shares of the Company’s stock at December 31, ~~2023~~2024. All shares held by the ESOP have been released and allocated to participants' accounts. No dividends were paid during the years ended December 31, ~~2023~~2024 and ~~2022~~2023. The ESOP had no debt to the Company at December 31, ~~2023~~2024 or ~~2022~~2023.

The Company recognized ESOP compensation expense for contributions of $2024 ~~and $30~~ to the ESOP plan for each of the years ended December 31, ~~2023~~2024 and ~~2022, respectively~~2023.

In the event a terminated ESOP participant desires to sell his or her shares of the Company’s stock and the shares are not readily tradable, the Company may be required to purchase the shares from the participant at fair market value. In addition, at its election, the Company may distribute the ESOP’s shares to the terminated participant. At December 31, ~~2023~~2024, 94,434 shares of the Company’s stock, with an aggregate fair market value of approximately $~~359~~488, are held by ESOP participants who, if terminated, would have rights under the repurchase provisions if the Company's stock were not readily traded. The Company believes because its stock is listed on the Nasdaq Capital Market it meets the ESOP requirements and that there would not be a current obligation for it to repurchase any distributed ESOP shares.

Profit sharing plan and savings plan

The Company has a salary reduction and profit sharing plan that conforms to IRS provisions for 401(k) plans. The Company may make profit-sharing contributions with the approval of the Board of Directors. There were no profit-sharing contributions by the Company in ~~2023~~2024 or ~~2022~~2023.

3835

ELECTRO-SENSORS, INC.NOTES TO FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023(in thousands except share and per share amounts)

Note 1210. Income Taxes

The components of the income tax provision are as follows:

	Years Ended December 31
	Years Ended December 31,
	2023			2022
	2024			2023
Current:
Federal	$	~~201~~144		$	19201
State		1			1
Deferred:
Federal		(99155	)		(4899	)
State		0			0
Total Federal and State Income Taxes	$	~~103~~(10	)	$	~~(28~~103	)

The provision for income taxes differs from the amount obtained by applying the U.S. federal income tax rate to pretax income due to the following:

	Years Ended December 31
	Years Ended December 31,
	2023			2022
	2024			2023
Computed “Expected” Federal Tax Expense	$	7992		$	1579
Increase (Decrease) in Taxes Resulting From:
State Income Taxes, net of Federal Benefit		1			1
R&D Credits		(6388	)		0(63	)
Permanent Differences		4			24
Other		82(19	)		~~(46~~82	)
Total Federal and State Income Taxes	$	~~103~~(10	)	$	~~(28~~103	)

3936

ELECTRO-SENSORS, INC.NOTES TO FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023(in thousands except share and per share amounts)

The components of the net deferred tax asset consist of:

	December 31
	December 31,
	2023			2022
	2024			2023
Deferred Tax Assets:
Vacation accrual	$	2627		$	2526
Allowance for credit losses		2			2
Stock compensation		652			916
Bonus		24			112
Depreciation and amortization		7153			9471
Inventory obsolescence		2			2
R&D expenses		~~273~~392			0273
R&D credit carryforward		~~279~~311			~~313~~279
Valuation allowance		(~~279~~311	)		(~~252~~279	)
Total Deferred Tax Assets		~~382~~532			~~286~~382
Deferred Tax Liabilities:
Prepaid expenses		2731			3027
Total Deferred Tax Liabilities		2731			3027
Net Deferred Tax Asset	$	~~355~~501		$	~~256~~355

R&D credits can be carried forward for twenty years for federal purposes and fifteen years in Minnesota.

The Company is materially subject to the following taxing jurisdictions: U.S. and Minnesota. The tax years ~~2020~~2021 through ~~2022~~2023 remain open to examination by the Internal Revenue Service and state jurisdictions. We have no accrued interest or penalties related to uncertain tax positions as of ~~January~~December 131, ~~2023~~ 2024 or December 31, 2023 and uncertain tax positions are not significant.

Note 1311. Contingencies

The Company sometimes becomes subject to claims against it in the ordinary course of business. There are currently no pending or threatened claims against the Company that it believes will have a material adverse effect on its results of operations or liquidity.

40Note 12. Segment Information

The Company has a single reportable segment based on the nature of its services and regulatory environment under which it operates. The nature of the business and the accounting policies of the segment are the same as described throughout Note 1. The Company’s Chief Operating Decision Maker (“CODM”) is its president. The CODM assesses the reportable segment’s performance and allocates resources for the reportable segment based on the net income and total assets which are the same amounts in all material respects as those reported on the Statements of Comprehensive Income and Balance Sheets.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The person serving as our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on this evaluation, the person serving as the Company’s principal executive officer and principal financial officer has concluded that the Company’s disclosure controls and procedures were effective as of December 31, ~~2023~~2024 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Under Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2023~~2024. In making this assessment, the Company used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework (2013).” These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. The Company’s assessment included extensive documenting, evaluating and testing the design and operating effectiveness of its internal control over financial reporting. Based on this evaluation, the person serving as the Company’s principal executive officer and principal financial officer has concluded that the Company’s internal controls were effective as of December 31, ~~2023~~2024.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of fiscal year ~~2023~~2024 that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

4138

Item 9B. Other Information.

None

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None

4239

PART III

Certain information required by Part III is incorporated by reference to the Company’s Definitive Proxy Statement pursuant to Regulation 14A (the “~~2024~~2025 Proxy Statement”) for its Annual Meeting of Shareholders to be held April 2423, ~~2024~~2025 (“Annual Meeting”).

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by Item 401 under Regulation S-K, to the extent applicable to the Company’s directors, will be set forth under the caption “Election of Directors” in the ~~2024~~2025 Proxy Statement and is incorporated herein by reference. The information required with respect to the Company's sole executive officer, who is also a director, will be set forth under the caption “Election of Directors.”

The information required by Item 405 regarding compliance with Section 16(a), if any, will be set forth under the caption “Delinquent Section 16(a) Reports” in the ~~2024~~2025 Proxy Statement and is incorporated herein by reference. If there ~~are~~were no ~~Delinquent~~delinquent Section 16(a) ~~Reports~~reports ~~required~~during 2024, this section will be omitted from the ~~2024~~2025 Proxy Statement.

Code of Ethics and Business Conduct

The Company has adopted the Electro-Sensors Code of Ethics and Business Conduct (the “Code of Conduct”) applicable to all officers and employees of the Company. A copy of the Code of Conduct can be obtained free of charge upon written request directed to the Company’s Chief Executive Officer at the Company’s executive offices. Any amendment to, or waiver from, a provision of our Code of Conduct will be posted to our website.

The information required by Item 407 regarding corporate governance will be set forth under the caption “Corporate Governance” in the ~~2024~~2025 Proxy Statement and is incorporated herein by reference.

Insider Trading

The Company has adopted inside trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules, and regulations. The Company’s Policy Statement on Confidential Information and Securities Trading by Electro-Sensors, Inc. Personnel is included as Exhibit 19.1 to this Annual Report on Form 10-K.

Item 11. Executive Compensation.

The information called for by Item 402 under Regulation S-K, will be set forth under the caption “Executive Compensation” and "Director Compensation" in the Company’s ~~2024~~2025 Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information called for by Item 403 under Regulation S-K will be set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Company’s ~~2024~~2025 Proxy Statement and is incorporated herein by reference.

4340

The following table provides information as of December 31, ~~2023~~2024 about the Company’s equity compensation plans.

Equity Compensation Plan Information

	Number of securities tobe issued upon exerciseof outstanding options,warrants and rights	Weighted averageexercise price ofoutstanding options,warrants and rights	Number of securities remainingavailable for future issuance underequity compensation plans(excluding securities reflected incolumn (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	~~280~~290,000	$4.0603	~~295~~185,000(1)
Equity compensation plans not approved by security holders	—	—	—
Total	~~280~~290,000	$4.0603	~~295~~185,000(1)

(1) Shares issuable pursuant to the 2013 Equity Incentive Plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 404 under Regulation S-K will be set forth under the caption “Transactions with Related Persons, Promoters and Certain Control Persons” in the ~~2024~~2025 Proxy Statement and is incorporated herein by reference.

The information required by Item 407(a) will be set forth in the ~~2024~~2025 Proxy Statement under the caption “Corporate Governance” and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information required by Item 14 of Form 10-K and 9(e) of Schedule 14A will be set forth under the caption “Ratification of Independent Registered Public Accounting Firm” in the Company’s ~~2024~~2025 Proxy Statement and is incorporated herein by reference.

4441

PART IV

Item 15. Exhibits and Financial Statement Schedules.

Financial Statements.

Reference is made to the Index to Financial Statements appearing on Page 1918 hereof.

Financial Statement Schedules.

The Financial Statement Schedules have been omitted either because they are not required or because the information has been included in the financial statements or the notes thereto included in this Annual Report.

Exhibits.

ExhibitNumber		Exhibit Description
3.1		Electro-Sensors, Inc Restated Articles of Incorporation, as amended—incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2022
3.2		Electro-Sensors, Inc. Bylaws, as amended June 10, 2022, incorporated by reference to Exhibit 3.2 to the Form 10-Q for the quarter ended June 30, 2022
4.1		Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
*10.1		Electro-Sensors, Inc. 2013 Equity Incentive Plan incorporated by reference to Appendix A of the Company’s Proxy Statement for the Company’s 2016 Annual Meeting of Shareholders
*10.2		Form of Incentive Stock Option Agreement under the 2013 Equity Incentive Plan – incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 29, 2013
*10.3		Form of Non-qualified Stock Option Agreement under the 2013 Equity Incentive Plan, as updated August 2023 – incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 14, 2023
*10.4		Form of Restricted Stock Unit Agreement under the 2013 Equity Incentive Plan - incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on November 14, 2023
10.5		Mutual Termination Agreement, dated January 30, 2023 between Electro-Sensors, Inc. and Mobile X Global, Inc. - incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed January 31, 2023
19.1		Electro-Sensors, Inc. Policy Statement on Confidential Information and Securities Trading by Electro-Sensors, Inc. Personnel
23.1		Consent of Independent Registered Public Accounting Firm
24.1		Power of Attorney (see Signature page)
31.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Compensation Recoupment Policy as adopted on October 18, 2023 - incorporated by reference to Exhibit 97.1 to the Company's Form 10-K for the year ended December 31, 2023
99.1		Letter to Shareholders dated March 1519, ~~2024~~2025
99.2		Investor Information
101		The following financial information from Electro-Sensors, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, ~~2023~~2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Balance Sheets as of December 31, ~~2023~~2024 and ~~2022~~2023, (ii) Statements of Comprehensive Income for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, (iii) Statements of Cash Flows for years ended December 31, ~~2023~~2024 and ~~2022~~2023, (iv) Statement of Changes in Stockholders’ Equity, and (v) Notes to Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL) and contained in Exhibit 101.

Management contract or compensatory plan or arrangement

4542

Item 16. Form 10-K Summary

None

4643

SIGNATURES

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

	ELECTRO-SENSORS, INC.(“Registrant”)
	By:	/s/ DAVID L. KLENK
		David L. Klenk
		President, Chief Executive Officer, and Chief Financial Officer
	Date:	March 2019, ~~2024~~2025
	By:	/s/ GLORIA M. GRUNDHOEFER
		Gloria M. Grundhoefer Controller
		Gloria M. Grundhoefer
	Date:	March 20, 2024
		Controller
	Date:	March 19, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

(Power of Attorney)

Each person whose signature appears below constitutes and appoints DAVID L. KLENK as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/s/David L. Klenk	President and Director (CEO and CFO)	March 2019, ~~2024~~2025
/s/ Joseph A. Marino	Chairman and Director	March 2019, ~~2024~~2025
/s/ Scott A. Gabbard	Director	March 2019, ~~2024~~2025
/s/ Michael C. Zipoy	Director	March 2019, ~~2024~~2025
/s/ Jeffrey D. Peterson	Director	March 2019, ~~2024~~2025

4744

Filing Compare · ELECTRO SENSORS INC