UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): ~~March~~April 1013, 2026

AWARE, INC.

(Exact name of registrant as specified in its charter)

     Massachusetts

     000-21129

     04-2911026

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

    

76 Blanchard Road, Burlington, MA, 01803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 687-0300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class
 
     Trading
Symbol
 
     Name of Each Exchange
on Which Registered

     Common Stock, par value $.01 per share

     AWRE

     The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~Mohamed~~On ~~Lazzouni~~April 13, 2026, the ~~Chief~~Compensation ~~Technology~~Committee ~~Officer~~of our board of directors (the “Compensation Committee”) approved the Aware, Inc. Executive Bonus Plan for 2026 (the “~~Company~~Plan”), ~~has~~and ~~left~~established ~~the~~performance ~~Company,~~goals ~~effective~~and ~~March~~target ~~10,~~bonuses ~~2026~~thereunder.

InPursuant ~~connection~~to ~~with~~the ~~Mr. Lazzouni’s departure~~Plan, ~~the~~each ~~Company~~of ~~entered~~Ajay ~~into~~Amlani, aour ~~separation~~Chief ~~agreement~~Executive ~~with~~Officer ~~Mr.~~and ~~Lazzouni~~President, onBrian ~~March 10~~Krause, ~~2026~~our ~~(the~~Chief ~~“Separation~~Revenue ~~Agreement”)~~Officer, ~~which~~Lona ~~provides for the implementation of the severance arrangements previously set forth in Mr. Lazzouni’s employment agreement with the Company dated November 19~~Therrien, ~~2019. The~~our ~~Separation~~Chief ~~Agreement~~Marketing ~~includes Mr. Lazzouni's agreement not to compete with the Company through March 9~~Officer, ~~2027~~ and aDavid ~~general~~Traverse, ~~release~~our byChief ~~Mr. Lazzouni~~Financial ofOfficer, ~~claims against~~ (the ~~Company.~~“Participants”), ~~The~~will ~~description~~be ofeligible ~~the~~to ~~Separation~~receive ~~Agreement~~bonuses ~~contained~~based ~~herein~~upon ~~is qualified in its entirety by reference to~~ the ~~full~~achievement ~~text~~ of ~~the~~certain ~~Separation~~performance ~~Agreement, which is attached as Exhibit 10~~goals.~~1 hereto and incorporated herein by reference.~~

~~ITEM~~Under 9the Plan, Mr.01 Amlani will be eligible to receive a target bonus of $200,000; Mr. ~~FINANCIAL~~ ~~STATEMENTS~~Krause ~~AND~~will ~~EXHIBITS~~be eligible to receive a target bonus of $120,000; Ms. Therrien will be eligible to receive a target bonus of $120,000; and Mr. Traverse will be eligible to receive a target bonus of $100,000.

NoThe ~~financial~~amounts ~~statements~~payable ~~are~~under ~~required~~the Plan to beeach ~~filed~~of asthe ~~part~~Participants ofare ~~this~~based ~~Report.~~on ~~The~~our ~~following~~achievement ~~exhibits~~of ~~are~~performance ~~filed~~goals asin ~~part~~2026 of(the ~~this~~“Performance ~~report:~~Goals”) as follows:

(d) EXHIBITS.


Performance Goal	Performance Goal Weight
Revenue	50%
Adjusted EBITDA	50%

Number	Description
10.1 104	Letter Agreement dated as of March 10, 2026, by and between Aware, Inc. and Mohamed Lazzouni Cover Page Interactive Data File (embedded within XBRL document)

For purposes of the Plan, Adjusted EBITDA means the Corporation’s net income, calculated in accordance with GAAP, adjusted to exclude the impact, whether positive or negative, of interest, income taxes, depreciation and amortization, goodwill or other intangible non-cash impairment charges, stock-based compensation; and any bonuses that become payable under the Plan or any 2026 company-wide bonus plan.

Each Performance Goal is evaluated independently, and the target bonus potentially payable with respect to a Performance Goal (a “Performance Goal Target Bonus”) is equal to the Participant’s target bonus multiplied by the performance goal weight for that Performance Goal. For each Performance Goal, the Compensation Committee established a threshold (the “Performance Goal Threshold”) and a target (the “Performance Goal Target”). No bonuses will become payable under the Plan for any Performance Goal unless our Adjusted EBITDA in 2026 meets or exceeds a defined threshold.

If our Adjusted EBITDA for 2026 exceeds the defined threshold, then the bonus payable with respect to each Performance Goal shall be calculated as follows:

•

If our performance in 2026 with respect to the Performance Goal is less than the applicable Performance Goal Threshold, no bonus will be payable with respect to that Performance Goal;

•

If our performance in 2026 with respect to the Performance Goal meets the applicable Performance Goal Threshold, 25% of the Performance Goal Target Bonus will be payable with respect to that Performance Goal;

•

If our performance in 2026 with respect to the Performance Goal is equal to the Performance Goal Target, 100% of the Performance Goal Target Bonus will be payable with respect to that Performance Goal; and

•

If our performance in 2026 with respect to the performance goal is between the Performance Goal Threshold and the Performance Goal Target, the amount of the bonus payable with respect to that Performance Goal will be determined by linear interpretation.

In addition, the Compensation Committee established enhanced targets for each Performance Goal. An incremental bonus of up to 100% of the Performance Goal Target Bonus will be paid if our performance in 2026 with respect to that Performance Goal is equal to or exceeds the applicable enhanced target. If our performance in 2026 with respect to a Performance Goal falls between the applicable Performance Goal Target and the enhanced target, the bonus payable with respect to that Performance Goal will be determined through linear interpolation. No further bonus will be paid with respect to either Performance Goal for exceeding the enhanced target.

SIGNATURE

Pursuant to the requirements 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.

	AWARE, INC.
Dated: March 12, 2026	By:	/s/ David K. Traverse
Dated: April 15, 2026	By:	/s/ David K. Traverse
		David K. Traverse
		Chief Financial Officer

Filing Compare · AWARE INC /MA/