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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-12196

NVE CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota		41-1424202
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11409 Valley View Road, Eden Prairie, Minnesota		55344
(Address of principal executive offices)		(Zip Code)

(952) 829-9217
(Registrant’s telephone number, including area code)

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 (Section 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NVEC	The NASDAQ Stock Market, LLC

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 Par Value – 4,837,166 shares outstanding as of June 30, 2025.

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NVE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets

Statements of Income for the Quarters Ended June 30 , 202 5 and 202 4

Statements of Comprehensive Income for the Quarters Ended June 30 , 202 5 and 20 24

Statements of Shareholders’ Equity for the Quarter Ended June 30 , 202 5

Statements of Shareholders’ Equity for the Quarter Ended June 30 , 202 4

Statements of Cash Flows for the Quarters Ended June 30 , 202 5 and 202 4

Notes to Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Item 4. Mine Safety Disclosures

Item 6. Exhibits

SIGNATURES

Table of Contents

PART I–FINANCIAL INFORMATION

Item 1. Financial Statements.

NVE CORPORATION

BALANCE SHEETS

	(Unaudited) June 30, 2025		March 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	3,222,552	$	8,036,564
Marketable securities, short-term (amortized cost of $12,610,115 as of June 30, 2025, and $13,730,266 as of March 31, 2025)		12,607,242		13,691,593
Accounts receivable, net of allowance for credit losses of $15,000		2,253,821		3,589,268
Inventories, net		7,453,369		7,449,083
Prepaid expenses and other assets		630,171		433,414
Total current assets		26,167,155		33,199,922
Fixed assets
Machinery and equipment		12,816,729		11,758,205
Leasehold improvements		1,956,309		1,956,309
		14,773,038		13,714,514
Less accumulated depreciation and amortization		11,813,014		11,727,615
Net fixed assets		2,960,024		1,986,899
Deferred tax assets		1,849,001		1,867,069
Marketable securities, long-term (amortized cost of $31,679,330 as of June 30, 2025, and $26,353,692 as of March 31, 2025)		31,690,932		26,304,623
Right-of-use asset – operating lease		886,451		917,349
Total assets	$	63,553,563	$	64,275,862

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	177,214	$	214,691
Accrued payroll and other		1,394,428		871,169
Operating lease		53,817		83,010
Total current liabilities		1,625,459		1,168,870
Long-term operating lease liability		838,481		838,221
Total liabilities		2,463,940		2,007,091

Shareholders’ equity
Common stock, $0.01 par value, 6,000,000 shares authorized; 4,837,166 issued and outstanding as of June 30, 2025 and March 31, 2025		48,372		48,372
Additional paid-in capital		19,827,944		19,821,106
Accumulated other comprehensive income (loss)		6,818		(68,544	)
Retained earnings		41,206,489		42,467,837
Total shareholders’ equity		61,089,623		62,268,771
Total liabilities and shareholders’ equity	$	63,553,563	$	64,275,862

*The March 31, 2025 Balance Sheet is derived from the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

	Quarter Ended June 30,
	2025		2024
Revenue
Product sales	$	5,908,570	$	6,615,859
Contract research and development		196,074		167,385
Total revenue, net		6,104,644		6,783,244
Cost of sales		1,182,523		975,494
Gross profit		4,922,121		5,807,750
Expenses
Research and development		720,231		878,528
Selling, general, and administrative		418,640		540,404
Total expenses		1,138,871		1,418,932
Income from operations		3,783,250		4,388,818
Interest income		498,208		493,959
Other income		811		-
Income before taxes		4,282,269		4,882,777
Provision for income taxes		706,451		785,190
Net income	$	3,575,818	$	4,097,587
Net income per share – basic	$	0.74	$	0.85
Net income per share – diluted	$	0.74	$	0.85
Cash dividends declared per common share	$	1.00	$	1.00
Weighted average shares outstanding
Basic		4,837,166		4,833,676
Diluted		4,838,877		4,838,995

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Quarter Ended June 30,
	2025		2024
Net income	$	3,575,818	$	4,097,587
Unrealized gain on marketable securities, net of tax		75,362		28,710
Comprehensive income	$	3,651,180	$	4,126,297

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

							Accumulated
					Additional		Other
	Common Stock				Paid-In		Comprehensive			Retained
	Shares		Amount		Capital		Income (Loss)			Earnings			Total
Balance as of March 31, 2025*		4,837,166	$	48,372	$	19,821,106	$	(68,544	)	$	42,467,837		$	62,268,771
Comprehensive income:
Unrealized gain on marketable securities, net of tax								75,362						75,362
Net income											3,575,818			3,575,818
Total comprehensive income														3,651,180
Stock-based compensation						6,838								6,838
Cash dividends paid ($1.00 per share of common stock)											(4,837,166	)		(4,837,166	)
Balance as of June 30, 2025		4,837,166	$	48,372	$	19,827,944	$	6,818		$	41,206,489		$	61,089,623

*Balances as of March 31, 2025 are derived from the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

							Accumulated
					Additional		Other
	Common Stock				Paid-In		Comprehensive			Retained
	Shares		Amount		Capital		Income (Loss)			Earnings			Total
Balance as of March 31, 2024*		4,833,676	$	48,337	$	19,554,812	$	(777,637	)	$	46,743,005		$	65,568,517
Comprehensive income:
Unrealized gain on marketable securities, net of tax								28,710						28,710
Net income											4,097,587			4,097,587
Total comprehensive income														4,126,297
Stock-based compensation						18,442								18,442
Cash dividends paid ($1.00 per share of common stock)											(4,833,676	)		(4,833,676	)
Balance as of June 30, 2024		4,833,676	$	48,337	$	19,573,254	$	(748,927	)	$	46,006,916		$	64,879,580

*Balances as of March 31, 2024 are derived from the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	Quarter Ended June 30,
	2025			2024
OPERATING ACTIVITIES
Net income	$	3,575,818		$	4,097,587
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		85,399			75,594
Bonds discount amortization		(96,506	)		(53,219	)
Stock-based compensation		6,838			18,442
Deferred income taxes		(3,040	)		(147,844	)
Non-cash operating lease expense (credit)		1,965			(7,587	)
Changes in operating assets and liabilities:
Accounts receivable		1,335,447			1,044,815
Inventories		(4,286	)		(6,047	)
Prepaid expenses and other assets		(196,757	)		173,966
Accounts payable		(37,477	)		47,089
Accrued payroll and other		523,259			609,596
Net cash provided by operating activities		5,190,660			5,852,392

INVESTING ACTIVITIES
Purchases of fixed assets		(1,058,524	)		(916,634	)
Purchases of marketable securities		(10,108,982	)		(6,580,140	)
Proceeds from maturities of marketable securities		6,000,000			2,200,000
Net cash used in investing activities		(5,167,506	)		(5,296,774	)

FINANCING ACTIVITIES
Payment of dividends to shareholders		(4,837,166	)		(4,833,676	)
Net cash used in financing activities		(4,837,166	)		(4,833,676	)

Decrease in cash and cash equivalents		(4,814,012	)		(4,278,058	)

Cash and cash equivalents at beginning of period		8,036,564			10,283,550

Cash and cash equivalents at end of period	$	3,222,552		$	6,005,492

Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	$	-		$	-

See accompanying notes.

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NVE CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. DESCRIPTION OF BUSINESS

We develop and sell devices that use spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information.

NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of NVE Corporation are prepared consistent with accounting principles generally accepted in the United States and in accordance with Securities and Exchange Commission rules and regulations. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the financial statements. Although we believe that the disclosures are adequate to make the information presented not misleading, certain disclosures have been omitted as allowed, and the Notes to Financial Statements have been condensed as permitted. It is suggested that these unaudited financial statements be read in conjunction with the audited financial statements and Notes included in our latest Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The results of operations for the quarter ended June 30, 2025, are not necessarily indicative of the results that may be expected for the full fiscal year ending March 31, 2026.

Significant accounting policies

A description of our significant accounting policies and estimates is provided in Note 2 to the Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. As of June 30, 2025, there were no changes to our significant accounting policies or estimates.

NOTE 3. NEW ACCOUNTING STANDARDS NOT YET ADOPTED

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 aims to enhance transparency for users of financial statements by requiring public business entities to disaggregate specific expense categories. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date for non-calendar year-end entities such as us. ASU 2024-03 mandates disclosures in the notes to financial statements detailing the composition and trends of key expense categories within major income statement captions. These enhanced disclosures are intended to help investors more effectively assess the entity’s performance, understand its cost structure, and make more accurate forecasts of future cash flows. For public business entities, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, which for us will be for fiscal 2028 and for interim reporting periods beginning with the first quarter of fiscal 2029. The adoption will result in disclosure changes only.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional quantitative and qualitative income tax disclosures to enable financial statements users to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which for us will be for fiscal 2026. The adoption will result in disclosure changes only.

We do not expect the adoption of other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date to have a material impact on our financial statements when they are adopted.

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NOTE 4. NET INCOME PER SHARE

Net income per basic share is computed based on the weighted-average number of common shares issued and outstanding during each period. Net income per diluted share amounts assume exercise of all stock options. The following tables show the components of diluted shares:

	Quarter Ended June 30,
	2025	2024
Weighted average common shares outstanding – basic	4,837,166	4,833,676
Dilutive effect of stock options	1,711	5,319
Shares used in computing net income per share – diluted	4,838,877	4,838,995

NOTE 5. MARKETABLE SECURITIES

The following table shows the major categories of our marketable securities and their contractual maturities as of June 30, 2025:

	Total		<1 Year		1–3 Years		3–4 Years
Money market funds	$	2,782,189	$	2,782,189	$	-	$	-
Treasury securities		4,722,215		-		4,722,215		-
Corporate bonds		39,575,959		12,607,242		20,000,771		6,967,946
Total	$	47,080,363	$	15,389,431	$	24,722,986	$	6,967,946

Total marketable securities and money market funds represented approximately 74% of our total assets as of June 30, 2025. Marketable securities as of June 30, 2025, had remaining maturities between two and 46 months.

Money market funds are included on the balance sheets in “Cash and cash equivalents.” Corporate bonds are included in “Marketable securities, short term” and “Marketable securities, long term.” Treasury securities are included in “Marketable securities, long term.” Accrued interest receivables were $455,810 as of June 30, 2025, and $340,241 as of March 31, 2025, and are included in the balance sheets in “Prepaid expenses and other assets.”

We monitor the credit ratings of our marketable securities at least quarterly as reported by Standard & Poor’s. The following table summarizes the fair values of our marketable securities as of June 30, 2025, aggregated by credit rating:

Credit Rating		Fair Value
AAA	$	7,504,403
AA+		3,931,449
AA		4,869,192
AA-		17,686,530
A+		13,088,789
Total	$	47,080,363

The following table shows the estimated fair value of our marketable securities, aggregated by fair value hierarchy inputs used in estimating their fair values:

	As of June 30, 2025						As of March 31, 2025
	Level 1		Level 2		Total		Level 1		Level 2		Total
Money market funds	$	2,782,189	$	-	$	2,782,189	$	7,905,042	$	-	$	7,905,042
Treasury securities		-		4,722,215		4,722,215		-		4,715,238		4,715,238
Corporate bonds		-		39,575,959		39,575,959		-		35,280,978		35,280,978
Total	$	2,782,189	$	44,298,174	$	47,080,363	$	7,905,042	$	39,996,216	$	47,901,258

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Our available-for-sales securities as of June 30 and March 31, 2025, aggregated into classes of securities, were as follows:

	As of June 30, 2025									As of March 31, 2025
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Estimated Fair Value
Money market funds	$	2,782,189	$	-	$	-		$	2,782,189	$	7,905,042	$	-	$	-		$	7,905,042
Treasury securities		4,699,728		22,487		-			4,722,215		4,699,686		15,552		-			4,715,238
Corporate bonds		39,589,717		93,290		(107,048	)		39,575,959		35,384,272		55,858		(159,152	)		35,280,978
Total	$	47,071,634	$	115,777	$	(107,048	)	$	47,080,363	$	47,989,000	$	71,410	$	(159,152	)	$	47,901,258

The following table shows the gross unrealized holding losses and estimated fair value of our marketable securities, aggregated by category of securities and length of time that individual securities had been in a continuous unrealized loss position as of June 30 and March 31, 2025.

	Less Than 12 Months					12 Months or Greater					Total
	Estimated Fair Value		Gross Unrealized Holding Losses			Estimated Fair Value		Gross Unrealized Holding Losses			Estimated Fair Value		Gross Unrealized Holding Losses

As of June 30, 2025
Corporate bonds	$	13,470,630	$	(42,269	)	$	16,117,601	$	(64,779	)	$	29,588,231	$	(107,048	)
Total	$	13,470,630	$	(42,269	)	$	16,117,601	$	(64,779	)	$	29,588,231	$	(107,048	)

As of March 31, 2025
Corporate bonds	$	7,323,059	$	(31,808	)	$	21,020,717	$	(127,344	)	$	28,343,776	$	(159,152	)
Total	$	7,323,059	$	(31,808	)	$	21,020,717	$	(127,344	)	$	28,343,776	$	(159,152	)

None of the securities were impaired at acquisition, and subsequent declines in fair value are attributable to interest rate increases. We do not intend to sell, and it is not more likely than not that we will be required to sell, these securities before recovery of their amortized cost basis. The issuers continue to make timely interest payments on these securities.

Unrealized gains on our marketable securities and their tax effects are as follows:

	Quarter Ended June 30,
	2025			2024
Unrealized gain on marketable securities	$	96,471		$	36,751
Tax effects		(21,109	)		(8,041	)
Unrealized gain on marketable securities, net of tax	$	75,362		$	28,710

NOTE 6. INVENTORIES

Inventories are shown in the following table:

		June 30, 2025		March 31, 2025
Raw materials	$	1,575,409	$	1,608,632
Work in process		3,680,533		3,609,273
Finished goods		2,197,427		2,231,178
Total inventories	$	7,453,369	$	7,449,083

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NOTE 7. STOCK-BASED COMPENSATION

Stock-based compensation expense was $6,838 for the first quarter of fiscal 2026 and $18,442 for the first quarter of fiscal 2025. We calculate share-based compensation expense using the Black-Scholes-Merton standard option-pricing model.

	Quarter Ended June 30,
	2025	2024
Stock options granted	2,500	2,500
Stock options exercised	-	-

NOTE 8. INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of June 30, 2025, federal and state estimated tax liabilities of $952,884 were included in the balance sheet in “Accrued payroll and other.”

We had no unrecognized tax benefits as of June 30, 2025, and we do not expect any significant unrecognized tax benefits within 12 months of the reporting date. We recognize interest and penalties related to income tax matters in income tax expense. As of June 30, 2025, we had no accrued interest related to uncertain tax positions. The tax years ended March 31, 2021 through March 31, 2025 remain open to examination by the major taxing jurisdictions to which we are subject.

NOTE 9. LEASES

We conduct our operations in a leased facility under a non-cancellable lease expiring May 31, 2031. Our lease does not provide an implicit interest rate, so we used our incremental borrowing rate to determine the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. Details of our operating lease are as follows:

	Quarter Ended June 30,
	2025			2024
Operating lease cost	$	48,214		$	37,754

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for leases	$	46,249		$	45,341
Right-of-use assets obtained in exchange for new lease liabilities:
Operating lease	$	710,665		$	-
Remaining lease term		71 months		21 months
Discount rate			7.8%	3.5%

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The following table shows the maturities of lease liabilities as of June 30, 2025:

Year Ending March 31,	Operating Lease Liabilities
2026		38,746
2027		172,142
2028		213,284
2029		220,216
2030		227,373
2031		234,762
2032		40,399
Total lease payments		1,146,922
Imputed lease interest		(254,624	)
Total lease liabilities	$	892,298

NOTE 10. STOCK REPURCHASE PROGRAM

On January 21, 2009, we announced that our Board of Directors authorized the repurchase of up to $2,500,000 of our Common Stock from time to time in open market, block, or privately negotiated transactions. The timing and extent of any repurchases depend on market conditions, the trading price of the company’s stock, and other factors, and subject to the restrictions relating to volume, price, and timing under applicable law. On August 27, 2015, we announced that our Board of Directors authorized up to $5,000,000 of additional repurchases. Our repurchase program does not have an expiration date and does not obligate us to purchase any shares. The Program may be modified or discontinued at any time without notice. We intend to finance any stock repurchases with cash provided by operating activities or maturing marketable securities. The remaining authorization was $3,520,369 as of June 30, 2025. We did not repurchase any of our Common Stock during the first quarter of fiscal 2026.

NOTE 11. INFORMATION AS TO EMPLOYEE STOCK PURCHASE, SAVINGS, AND SIMILAR PLANS

All of our employees are eligible to participate in our 401(k) savings plan the first quarter after reaching age 18. Employees may contribute up to the Internal Revenue Code maximum. We make matching contributions of 100% of the first 3% of participants’ salary deferral contributions. Our matching contributions were $28,834 for the first quarter of fiscal 2026 and $28,767 for the first quarter of fiscal 2025.

NOTE 12. SUBSEQUENT EVENTS

On July 23, 2025, we announced that our Board of Directors had declared a quarterly cash dividend of $1.00 per share of Common Stock to be paid August 29, 2025, to shareholders of record as of the close of business August 4, 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking statements

Some of the statements made in this Report or in the documents incorporated by reference in this Report and in other materials filed or to be filed by us with the Securities and Exchange Commission (“SEC”) as well as information included in verbal or written statements made by us constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to the safe harbor provisions of the reform act. Forward-looking statements may be identified by the use of terminology such as may, will, expect, anticipate, intend, believe, estimate, should, or continue, or the negatives of these terms or other variations on these words or comparable terminology. To the extent that this Report contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of NVE, you should be aware that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us in the forward-looking statements. We have attempted to identify, in context, some of the factors that we currently believe may cause actual future experience and results to differ from their current expectations. These differences may be caused by a variety of factors, including but not limited to risks related to our reliance on several large customers for a significant percentage of revenue, uncertainties related to the economic environments in the industries we serve, uncertainties related to future sales and revenues, risks and uncertainties related to tariffs, customs, duties, and other trade barriers, risks and uncertainties related to future stock repurchases and dividend payments, and other specific risks that may be alluded to in this Report or in the documents incorporated by reference in this Report.

Further information regarding our risks and uncertainties is contained in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

General

NVE Corporation referred to as NVE, we, us, or our, develops and sells devices that use spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information. We manufacture high-performance spintronic products including sensors and couplers that are used to acquire and transmit data.

Critical accounting policies

A description of our critical accounting policies is provided in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. As of June 30, 2025, our critical accounting policies and estimates continued to include marketable securities valuation, inventory valuation, and deferred tax assets estimation.

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Quarter ended June 30, 2025, compared to quarter ended June 30, 2024

The table shown below summarizes the percentage of revenue and quarter-to-quarter changes for various items:

	Percentage of Revenue Quarter Ended June 30,				Quarter- to-Quarter
	2025		2024		Change
Revenue
Product sales	96.8	%	97.5	%	(10.7	)%
Contract research and development	3.2	%	2.5	%	17.1	%
Total revenue	100.0	%	100.0	%	(10.0	)%
Cost of sales	19.4	%	14.4	%	21.2	%
Gross profit	80.6	%	85.6	%	(15.2	) %
Expenses
Research and development	11.8	%	13.0	%	(18.0	)%
Selling, general, and administrative	6.9	%	7.9	%	(22.5	)%
Total expenses	18.7	%	20.9	%	(19.7	)%
Income from operations	61.9	%	64.7	%	(13.8	) %
Interest income	8.2	%	7.3	%	0.9	%
Other income	0.0	%	-	%	-
Income before taxes	70.1	%	72.0	%	(12.3	)%
Provision for income taxes	11.5	%	11.6	%	(10.0	) %
Net income	58.6	%	60.4	%	(12.7	)%

Total revenue for the quarter ended June 30, 2025 (the first quarter of fiscal 2026) decreased 10% compared to the quarter ended June 30, 2024 (the first quarter of fiscal 2025). The decrease was due to an 11% decrease in product sales, partially offset by a 17% increase in contract research and development revenue. The decrease in product sales was primarily due to decreased defense industry sales during the quarter ended June 30, 2025, compared to the prior-year quarter. Defense industry sales can be highly variable because of procurement cycles. The increase in contract research and development revenue was due to new research and development contracts.

Gross margin for the first quarter of fiscal 2026 was 81% of revenue, compared to 86% the prior-year quarter. The decrease in gross margin percentage was due to a less profitable product mix and increased distributor sales for the quarter ended June 30, 2025, compared to the prior-year quarter.

Total operating expenses decreased 20% for the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, due to an 18% decrease in research and development expense and a 23% decrease in selling, general, and administrative expense. The decrease in research and development expense was due to completion of some of our wafer-level chip scale packaging activities and reallocation of some research and development resources to manufacturing. The decrease in selling, general, and administrative expenses was primarily due to the timing of sales and marketing activities, and reallocation of some general and administrative resources to manufacturing.

Our effective tax rate, which is the provision for income taxes as a percentage of income before taxes, increased to 17% for the first quarter of fiscal 2026 compared to 16% for the first quarter of fiscal 2025. The increase in our effective tax rate compared to the prior-year quarter was due to changes in the timing and amounts of federal tax credits and deductions. We currently expect to realize advanced manufacturing investment tax credits of between $700,000 an $800,000 if we deploy equipment as planned in fiscal 2026.

The 13% decrease in net income in the first quarter of fiscal 2026 compared to the prior-year quarter was primarily due to decreased revenue and decreased gross margin, partially offset by decreased operating expenses.

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Liquidity and Capital Resources

Overview

Cash and cash equivalents were $3,222,552 as of June 30, 2025, compared to $8,036,564 as of March 31, 2025. The $4,814,012 decrease in cash and cash equivalents during the first quarter of fiscal 2026 was due to $5,167,506 of net cash used in investing activities and $4,837,166 of cash used in financing activities, partially offset by $5,190,660 in net cash provided by operating activities.

Operating Activities

Net cash provided by operating activities related to product sales and research and development contract revenue was our primary source of working capital for the current and prior-year quarters.

Accounts receivable decreased $1,335,447 during the first quarter of fiscal 2026 primarily due to the timing of customer payments. Prepaid expenses and other assets increased $196,757 primarily due to increased accrued bond interest and prepaid insurance. Accrued payroll and other liabilities increased $523,259 primarily due to the timing of estimated tax payments.

Investing Activities

Cash used by investing activities during the quarter ended June 30, 2025, consisted of $10,108,982 of marketable securities purchases and $1,058,524 of fixed asset purchases, partially offset by $6,000,000 in proceeds from maturities of marketable securities. Fixed asset purchases were production equipment.

Financing Activities

Cash used in financing activities during the quarter ended June 30, 2025, consisted of $4,837,166 of cash dividends paid to shareholders.

In addition to cash dividends to shareholders paid in the first quarter of fiscal 2026, on July 23, 2025, we announced that our Board of Directors had declared a cash dividend of $1.00 per share of Common Stock, or $4,837,166 based on shares outstanding as of June 30, 2025, to be paid on August 29, 2025.

We plan to fund dividends through cash provided by operating activities and proceeds from maturities of marketable securities. All future dividends will be subject to Board approval and subject to the company’s results of operations, cash and marketable security balances, estimates of future cash requirements, and other factors the Board may deem relevant. Furthermore, dividends may be modified or discontinued at any time without notice.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Management, with the participation of the Chief Executive Officer and Principal Financial Officer, has performed an evaluation of our disclosure controls and procedures that are defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Report. This evaluation included consideration of the controls, processes, and procedures that are designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management concluded that, as of June 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Controls

During the quarter ended June 30, 2025, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II–OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of business, we may become involved in litigation. At this time, we are not aware of any material pending or threatened legal proceedings or other proceedings contemplated by governmental authorities that we expect would have a material adverse impact on our future results of operation and financial condition.

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Item 4. Mine Safety Disclosures.

None.

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Item 6. Exhibits.

Exhibit #	Description
31.1	Certification by Daniel A. Baker pursuant to Rule 13a-14(a)/15d-14(a).

31.2	Certification by Daniel Nelson pursuant to Rule 13a-14(a)/15d-14(a).

32	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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.

		NVE CORPORATION
		(Registrant)


July 23, 2025		/s/ DANIEL A. BAKER
Date		Daniel A. Baker
		President and Chief Executive Officer


July 23, 2025		/s/ DANIEL NELSON
Date		Daniel Nelson
		Principal Financial Officer

NVE CORP /NEW/ 10-Q